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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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Delaware
|
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26-0508760
|
(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
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Large Accelerated Filer
|
x
|
|
Accelerated Filer
|
o
|
|
|
|
|
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Non-Accelerated Filer
|
o
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|
Smaller Reporting Company
|
o
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
|
||
Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements (Unaudited)
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
(Dollars in millions, except share and per share amounts)
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
180.9
|
|
|
$
|
182.6
|
|
Cash held by consolidated investments
|
|
717.2
|
|
|
549.0
|
|
||
Accounts receivable (including $27.0 and $22.9 of related party)
|
|
68.3
|
|
|
54.7
|
|
||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
5,826.1
|
|
|
5,797.5
|
|
||
Loan purchases and originations (including $41.2 and $40.9 of related party)
|
|
165.1
|
|
|
299.7
|
|
||
Unconsolidated investments (including $234.8 and $223.8 at fair value)
|
|
456.7
|
|
|
444.9
|
|
||
Other assets
|
|
244.1
|
|
|
267.2
|
|
||
Total assets
(1)
|
|
$
|
7,658.4
|
|
|
$
|
7,595.6
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
15.9
|
|
|
$
|
22.2
|
|
Accrued expenses and other liabilities
|
|
408.0
|
|
|
392.0
|
|
||
Investment debt
|
|
3,729.4
|
|
|
3,627.5
|
|
||
Senior notes payable
|
|
689.2
|
|
|
688.8
|
|
||
Line of credit
|
|
50.0
|
|
|
—
|
|
||
Total liabilities
(1)
|
|
4,892.5
|
|
|
4,730.5
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Cumulative preferred stock, $0.0001 par value per share: 1,000,000 shares authorized $1,000 per share liquidation preference; 32,550 shares of Series B preferred stock issued and outstanding as of March 31, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock, 113,951,389 and 114,533,581 shares issued and outstanding as of March 31, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,229.4
|
|
|
1,225.7
|
|
||
Accumulated deficit
|
|
(68.4
|
)
|
|
(44.2
|
)
|
||
Accumulated other comprehensive loss
|
|
(46.8
|
)
|
|
(47.7
|
)
|
||
Total Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
1,114.2
|
|
|
1,133.8
|
|
||
Noncontrolling interests
|
|
1,651.7
|
|
|
1,731.3
|
|
||
Total equity
|
|
2,765.9
|
|
|
2,865.1
|
|
||
Total liabilities and equity
|
|
$
|
7,658.4
|
|
|
$
|
7,595.6
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions, except share and per share amounts)
|
|
2016
|
|
2015
|
||||
Revenue
|
|
|
|
|
||||
Rental
|
|
$
|
119.9
|
|
|
$
|
90.4
|
|
Hotel
|
|
29.1
|
|
|
23.4
|
|
||
Sale of real estate
|
|
1.9
|
|
|
2.1
|
|
||
Investment management, property services and research fees (includes $11.0 and $9.5 of related party fees)
|
|
19.1
|
|
|
16.4
|
|
||
Loan purchases, loan originations and other
|
|
2.1
|
|
|
5.4
|
|
||
Total revenue
|
|
172.1
|
|
|
137.7
|
|
||
Operating expenses
|
|
|
|
|
||||
Rental operating
|
|
31.0
|
|
|
24.6
|
|
||
Hotel operating
|
|
24.5
|
|
|
21.6
|
|
||
Cost of real estate sold
|
|
1.4
|
|
|
1.5
|
|
||
Commission and marketing
|
|
1.8
|
|
|
1.4
|
|
||
Compensation and related
|
|
45.7
|
|
|
26.2
|
|
||
General and administrative
|
|
10.1
|
|
|
9.5
|
|
||
Depreciation and amortization
|
|
48.3
|
|
|
36.6
|
|
||
Total operating expenses
|
|
162.8
|
|
|
121.4
|
|
||
Income from unconsolidated investments
|
|
19.2
|
|
|
11.2
|
|
||
Operating income
|
|
28.5
|
|
|
27.5
|
|
||
Non-operating income (expense)
|
|
|
|
|
||||
Gain on sale of real estate
|
|
38.4
|
|
|
5.6
|
|
||
Acquisition-related gains
|
|
—
|
|
|
4.2
|
|
||
Acquisition-related expenses
|
|
(2.0
|
)
|
|
(18.1
|
)
|
||
Interest expense-investment
|
|
(32.5
|
)
|
|
(19.4
|
)
|
||
Interest expense-corporate
|
|
(12.1
|
)
|
|
(13.0
|
)
|
||
Other income
|
|
0.7
|
|
|
0.8
|
|
||
Income (loss) before provision for income taxes
|
|
21.0
|
|
|
(12.4
|
)
|
||
Provision for (benefit from) income taxes
|
|
(0.5
|
)
|
|
8.1
|
|
||
Net income (loss)
|
|
20.5
|
|
|
(4.3
|
)
|
||
Net (income) loss attributable to the noncontrolling interests
|
|
(27.4
|
)
|
|
2.8
|
|
||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(0.5
|
)
|
|
(2.0
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(7.4
|
)
|
|
$
|
(3.5
|
)
|
Basic loss per share
|
|
|
|
|
||||
Loss per basic
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
Weighted average shares outstanding for basic
|
|
109,214,633
|
|
|
91,547,838
|
|
||
Diluted loss per share
|
|
|
|
|
||||
Loss per diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
Weighted average shares outstanding for diluted
|
|
109,214,633
|
|
|
91,547,838
|
|
||
Dividends declared per common share
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
20.5
|
|
|
$
|
(4.3
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Unrealized foreign currency translation gain (loss)
|
|
22.2
|
|
|
(104.9
|
)
|
||
Unrealized gain on marketable securities
|
|
0.1
|
|
|
—
|
|
||
Amounts reclassified out of AOCI during the period
|
|
—
|
|
|
(0.3
|
)
|
||
Unrealized currency derivative contracts (loss) gain
|
|
(50.3
|
)
|
|
18.4
|
|
||
Total other comprehensive loss for the period
|
|
(28.0
|
)
|
|
(86.8
|
)
|
||
|
|
|
|
|
||||
Comprehensive loss
|
|
(7.5
|
)
|
|
(91.1
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
(1)
|
|
1.5
|
|
|
69.3
|
|
||
Comprehensive loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(6.0
|
)
|
|
$
|
(21.8
|
)
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||||||
(Dollars in millions, except share amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
||||||||||||||||||||
Balance at December 31, 2015
|
32,550
|
|
|
$
|
—
|
|
|
114,533,581
|
|
|
$
|
—
|
|
|
$
|
1,225.7
|
|
|
$
|
(44.2
|
)
|
|
$
|
(47.7
|
)
|
|
$
|
1,731.3
|
|
|
$
|
2,865.1
|
|
Shares forfeited
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock grants (RSG)
|
—
|
|
|
—
|
|
|
56,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares retired due to RSG vesting
|
—
|
|
|
—
|
|
|
(636,442
|
)
|
|
—
|
|
|
(12.4
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized foreign currency translation gain, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
14.7
|
|
|
22.2
|
|
|||||||
Unrealized foreign currency derivative contract loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|
(43.6
|
)
|
|
(50.3
|
)
|
|||||||
Unrealized gains on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
27.4
|
|
|
20.5
|
|
|||||||
Acquisition of Kennedy Wilson Europe (KWE)
shares from noncontrolling interest holders |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.3
|
)
|
|
(41.3
|
)
|
|||||||
Acquisition of noncontrolling interests from consolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|||||||
Contributions from noncontrolling interests, excluding KWE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.5
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.7
|
)
|
|
(43.7
|
)
|
|||||||
Balance at March 31, 2016
|
32,550
|
|
|
$
|
—
|
|
|
113,951,389
|
|
|
$
|
—
|
|
|
$
|
1,229.4
|
|
|
$
|
(68.4
|
)
|
|
$
|
(46.8
|
)
|
|
$
|
1,651.7
|
|
|
$
|
2,765.9
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
20.5
|
|
|
$
|
(4.3
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
||||
Net gain from sale of real estate
|
|
(38.9
|
)
|
|
(6.2
|
)
|
||
Acquisition-related gain
|
|
—
|
|
|
(4.2
|
)
|
||
Depreciation and amortization
|
|
48.3
|
|
|
36.6
|
|
||
Provision for deferred income taxes
|
|
0.6
|
|
|
(10.2
|
)
|
||
Amortization of deferred loan costs
|
|
2.5
|
|
|
0.7
|
|
||
Amortization of discount and accretion of premium on issuance of the senior notes and investment debt
|
|
(0.2
|
)
|
|
(4.9
|
)
|
||
Unrealized net gains on derivatives
|
|
(0.6
|
)
|
|
0.4
|
|
||
Income from unconsolidated investments and loan purchases and originations
|
|
(21.1
|
)
|
|
(12.8
|
)
|
||
Operating distributions from unconsolidated investments
|
|
6.6
|
|
|
17.0
|
|
||
Operating distributions from loan purchases and originations
|
|
9.0
|
|
|
2.0
|
|
||
Share-based compensation
|
|
17.5
|
|
|
7.3
|
|
||
Change in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(12.0
|
)
|
|
(1.9
|
)
|
||
Other assets
|
|
(11.6
|
)
|
|
0.7
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
(29.5
|
)
|
|
(36.8
|
)
|
||
Net cash used in operating activities
|
|
(8.9
|
)
|
|
(16.6
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to loans
|
|
(4.8
|
)
|
|
(87.5
|
)
|
||
Collections of loans
|
|
130.2
|
|
|
—
|
|
||
Net proceeds from sale of real estate
|
|
108.0
|
|
|
34.4
|
|
||
Purchases of and additions to real estate
|
|
(102.2
|
)
|
|
(757.1
|
)
|
||
Additions to nonrefundable escrow deposits
|
|
(1.7
|
)
|
|
(7.5
|
)
|
||
Proceeds from settlement of foreign derivative contracts
|
|
22.6
|
|
|
30.1
|
|
||
Purchases of foreign derivative contracts
|
|
(3.4
|
)
|
|
(3.6
|
)
|
||
Investment in marketable securities
|
|
(0.9
|
)
|
|
—
|
|
||
Proceeds from sale of marketable securities
|
|
—
|
|
|
6.2
|
|
||
Distributions from unconsolidated investments
|
|
23.8
|
|
|
8.0
|
|
||
Contributions to unconsolidated investments
|
|
(23.2
|
)
|
|
(15.2
|
)
|
||
Net cash provided by (used in) investing activities
|
|
148.4
|
|
|
(792.2
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings under line of credit
|
|
50.0
|
|
|
25.0
|
|
||
Repayment of line of credit
|
|
—
|
|
|
(150.0
|
)
|
||
Borrowings under investment debt
|
|
126.2
|
|
|
843.6
|
|
||
Repayment of investment debt
|
|
(41.1
|
)
|
|
(246.6
|
)
|
||
Debt issue costs
|
|
(2.2
|
)
|
|
(9.2
|
)
|
||
Issuance of common stock
|
|
—
|
|
|
187.1
|
|
||
Repurchase and retirement of common stock
|
|
(13.1
|
)
|
|
(3.1
|
)
|
||
Dividends paid
|
|
(14.3
|
)
|
|
(10.7
|
)
|
||
Acquisition of KWE shares from noncontrolling interest holders
|
|
(41.3
|
)
|
|
(22.5
|
)
|
||
Contributions from noncontrolling interests, excluding KWE
|
|
5.5
|
|
|
4.1
|
|
||
Distributions to noncontrolling interests
|
|
(43.7
|
)
|
|
(47.9
|
)
|
||
Net cash provided by financing activities
|
|
26.0
|
|
|
569.8
|
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
1.0
|
|
|
(28.8
|
)
|
||
Net change in cash and cash equivalents
(1)
|
|
166.5
|
|
|
(267.8
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
731.6
|
|
|
937.7
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
898.1
|
|
|
$
|
669.9
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
|
|
$
|
23.4
|
|
|
$
|
37.3
|
|
Income taxes
|
|
7.6
|
|
|
0.4
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
13.8
|
|
|
$
|
4.2
|
|
Dividends declared but not paid on common stock
|
|
16.1
|
|
|
12.5
|
|
|
|
March 31,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
1,472.0
|
|
|
$
|
1,471.5
|
|
Buildings
|
|
3,918.9
|
|
|
3,905.5
|
|
||
Building improvements
|
|
307.0
|
|
|
247.2
|
|
||
In-place lease values
|
|
413.3
|
|
|
421.8
|
|
||
|
|
6,111.2
|
|
|
6,046.0
|
|
||
Less accumulated depreciation and amortization
|
|
(285.1
|
)
|
|
(248.5
|
)
|
||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
$
|
5,826.1
|
|
|
$
|
5,797.5
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions, except for per share data)
|
|
2016
|
|
2015
|
||||
Pro forma revenues
|
|
$
|
172.6
|
|
|
$
|
138.3
|
|
Pro forma net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
(7.0
|
)
|
|
(3.0
|
)
|
||
Pro forma net loss per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
Diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
|
March 31,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Investments in joint ventures
|
|
$
|
455.5
|
|
|
$
|
443.6
|
|
Investments in loan pool participations
|
|
1.2
|
|
|
1.3
|
|
||
Total
|
|
$
|
456.7
|
|
|
$
|
444.9
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loan
|
Residential
|
Other
|
Total
|
||||||||||||
Western U.S.
|
$
|
147.2
|
|
$
|
54.6
|
|
$
|
11.8
|
|
$
|
184.2
|
|
$
|
15.8
|
|
$
|
413.6
|
|
Japan
|
6.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.4
|
|
||||||
United Kingdom
|
—
|
|
21.5
|
|
—
|
|
—
|
|
—
|
|
21.5
|
|
||||||
Spain
|
—
|
|
—
|
|
—
|
|
—
|
|
14.0
|
|
14.0
|
|
||||||
Total
|
$
|
153.6
|
|
$
|
76.1
|
|
$
|
11.8
|
|
$
|
184.2
|
|
$
|
29.8
|
|
$
|
455.5
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loan
|
Residential
|
Other
|
Total
|
||||||||||||
Western U.S.
|
$
|
144.8
|
|
$
|
51.4
|
|
$
|
12.2
|
|
$
|
180.1
|
|
$
|
13.2
|
|
$
|
401.7
|
|
Japan
|
5.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.8
|
|
||||||
United Kingdom
|
—
|
|
23.3
|
|
—
|
|
—
|
|
—
|
|
23.3
|
|
||||||
Spain
|
—
|
|
—
|
|
—
|
|
—
|
|
12.8
|
|
12.8
|
|
||||||
Total
|
$
|
150.6
|
|
$
|
74.7
|
|
$
|
12.2
|
|
$
|
180.1
|
|
$
|
26.0
|
|
$
|
443.6
|
|
|
Multifamily
|
Commercial
|
Loan Pools
|
Residential and Other
|
Total
|
|||||||||||||||||||||||||
(Dollars in millions)
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
||||||||||||||||||||
Western U.S.
|
$
|
4.5
|
|
$
|
18.9
|
|
$
|
1.7
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
4.1
|
|
$
|
6.5
|
|
$
|
23.8
|
|
Japan
|
0.1
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
||||||||||||
Total
|
$
|
4.6
|
|
$
|
18.9
|
|
$
|
1.7
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
4.1
|
|
$
|
6.6
|
|
$
|
23.8
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Unconsolidated investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
234.8
|
|
|
$
|
234.8
|
|
Marketable securities
|
5.4
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||
Currency derivative contracts
|
—
|
|
|
(41.4
|
)
|
|
—
|
|
|
(41.4
|
)
|
||||
Total
|
$
|
5.4
|
|
|
$
|
(41.4
|
)
|
|
$
|
234.8
|
|
|
$
|
198.8
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Unconsolidated investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
223.8
|
|
|
$
|
223.8
|
|
Marketable securities
|
5.3
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||
Currency derivative contracts
|
—
|
|
|
11.7
|
|
|
—
|
|
|
11.7
|
|
||||
Total
|
$
|
5.3
|
|
|
$
|
11.7
|
|
|
$
|
223.8
|
|
|
$
|
240.8
|
|
(Dollars in millions)
|
March 31,
2016 |
|
December 31, 2015
|
||||
FV Option
|
$
|
194.3
|
|
|
$
|
193.2
|
|
Funds
|
40.5
|
|
|
30.6
|
|
||
Total
|
$
|
234.8
|
|
|
$
|
223.8
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
223.8
|
|
|
$
|
85.9
|
|
Unrealized and realized gains
|
17.6
|
|
|
5.2
|
|
||
Unrealized and realized losses
|
—
|
|
|
—
|
|
||
Contributions
|
15.9
|
|
|
1.9
|
|
||
Distributions
|
(22.9
|
)
|
|
(3.1
|
)
|
||
Other
|
0.4
|
|
|
(0.3
|
)
|
||
Ending balance
|
$
|
234.8
|
|
|
$
|
89.6
|
|
|
Estimated Rates Used for
|
||
|
Capitalization Rates
|
|
Discount Rates
|
Office
|
5.00% - 9.00%
|
|
6.75% - 11.25%
|
Retail
|
6.25% - 8.75%
|
|
8.00% - 13.75%
|
Multifamily
|
5.75% - 7.75%
|
|
8.00% - 9.75%
|
Loan
|
n/a
|
|
20.00%
|
Land and condominium units
|
n/a
|
|
8.00% - 15.00%
|
(Dollars in millions)
|
|
|
|
Fair Value
|
|
Change in Unrealized Gains (Losses)
|
|||||||||
Currency Hedged
|
Type
|
Underlying Currency
|
Notional Amount
|
Trade Date
|
Settlement/Expiration Date
|
Forward Rate/
Strike Price |
March 31, 2016
|
|
Three Months Ended March 31, 2016
|
||||||
EUR
|
Option
|
USD
|
€
|
130.0
|
|
3/10/2015 - 3/19/2015
|
3/7/2019 - 3/19/2020
|
1.0700 - 1.0960
|
$
|
(4.7
|
)
|
|
$
|
(4.1
|
)
|
GBP
|
Option
|
USD
|
£
|
230.2
|
|
3/31/2015 - 3/24/2016
|
9/13/2018 - 2/17/2021
|
1.3000 - 1.5434
|
2.6
|
|
|
(1.2
|
)
|
||
EUR
(1)
|
Forward
|
GBP
|
€
|
370.8
|
|
6/18/2014 - 1/21/2016
|
7/2/2018 - 6/30/2022
|
0.7110 - 0.8621
|
(24.6
|
)
|
|
(27.3
|
)
|
||
EUR
(1)
|
Option
|
GBP
|
€
|
200.0
|
|
3/13/2015 - 1/21/2016
|
3/15/2018 - 6/3/2020
|
0.7070 - 0.8587
|
(14.3
|
)
|
|
(11.0
|
)
|
||
YEN
|
Forward
|
USD
|
¥
|
495.0
|
|
6/23/2015
|
6/25/2020
|
111.2600
|
(0.4
|
)
|
|
(0.2
|
)
|
||
Total
(2)
|
|
|
|
|
|
|
$
|
(41.4
|
)
|
|
$
|
(43.8
|
)
|
(Dollars in millions)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Above-market leases, net of accumulated amortization of $22.8 and $19.6 at March 31, 2016 and December 31, 2015, respectively
|
|
$
|
99.8
|
|
|
$
|
103.3
|
|
Other, net of accumulated amortization of $3.9 and $3.1 at March 31, 2016 and December 31, 2015, respectively
|
|
46.7
|
|
|
40.4
|
|
||
Office furniture and equipment net of accumulated depreciation of $19.0 and $14.0 at March 31, 2016 and December 31, 2015, respectively
|
|
24.3
|
|
|
27.9
|
|
||
Goodwill
|
|
23.9
|
|
|
23.9
|
|
||
Deferred tax asset, net
|
|
21.1
|
|
|
22.2
|
|
||
Prepaid expenses
|
|
11.6
|
|
|
10.1
|
|
||
Hedge assets
|
|
6.4
|
|
|
30.9
|
|
||
Marketable securities
(1)
|
|
5.4
|
|
|
4.3
|
|
||
Deposits
|
|
4.9
|
|
|
4.2
|
|
||
Other Assets
|
|
$
|
244.1
|
|
|
$
|
267.2
|
|
(Dollars in millions)
|
|
|
|
Carrying Amount of Investment Debt as of
(1)
|
||||||
Investment Debt by Product Type
|
|
Region
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Mortgage debt
|
|
|
|
|
|
|
||||
Multifamily
(1)
|
|
Western U.S.
|
|
$
|
838.3
|
|
|
$
|
835.2
|
|
Commercial
|
|
Western U.S.
|
|
291.3
|
|
|
286.4
|
|
||
Residential, Hotel and Other
|
|
Western U.S
|
|
39.3
|
|
|
39.4
|
|
||
Commercial
|
|
Japan
|
|
2.2
|
|
|
2.0
|
|
||
Commercial
(1)(2)
|
|
Ireland
|
|
398.6
|
|
|
380.3
|
|
||
Multifamily
(1)(2)
|
|
Ireland
|
|
196.0
|
|
|
187.1
|
|
||
Residential and Other
(1)(2)
|
|
Ireland
|
|
11.9
|
|
|
7.3
|
|
||
Hotel
|
|
Ireland
|
|
81.9
|
|
|
78.2
|
|
||
Residential and Other
(1)(2)
|
|
Spain
|
|
3.5
|
|
|
3.4
|
|
||
Commercial
(2)
|
|
Spain
|
|
99.3
|
|
|
—
|
|
||
Commercial
(1)(2)
|
|
United Kingdom
|
|
924.6
|
|
|
976.2
|
|
||
Secured investment debt
|
|
|
|
2,886.9
|
|
|
2,795.5
|
|
||
|
|
|
|
|
|
|
||||
Unsecured investment debt
(1)(2)
|
|
United Kingdom
|
|
873.6
|
|
|
862.7
|
|
||
Investment debt (excluding loan fees)
|
|
|
|
$
|
3,760.5
|
|
|
$
|
3,658.2
|
|
Unamortized loan fees
|
|
|
|
(31.1
|
)
|
|
(30.7
|
)
|
||
Total Investment debt
|
|
|
|
$
|
3,729.4
|
|
|
$
|
3,627.5
|
|
(Dollars in millions)
|
|
|
|
Carrying amount of investment debt as of
(1)
|
||||||
Types of Property Pledged as Collateral (KWE)
|
|
Region
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Commercial
(1)(2)
|
|
Ireland
|
|
300.5
|
|
|
286.7
|
|
||
Multifamily
(1)(2)
|
|
Ireland
|
|
54.0
|
|
|
51.5
|
|
||
Residential and Other
(1)(2)
|
|
Spain
|
|
3.5
|
|
|
3.4
|
|
||
Commercial
(1)(2)
|
|
Spain
|
|
99.3
|
|
|
—
|
|
||
Commercial
(1)(2)
|
|
United Kingdom
|
|
848.1
|
|
|
897.9
|
|
||
Investment debt
|
|
|
|
$
|
1,305.4
|
|
|
$
|
1,239.5
|
|
|
|
|
|
|
|
|
||||
Unsecured
(1),(2)
|
|
United Kingdom
|
|
873.6
|
|
|
862.7
|
|
||
Investment debt (excluding loan fees)
|
|
|
|
$
|
2,179.0
|
|
|
$
|
2,102.2
|
|
Unamortized loan fees
|
|
|
|
(20.0
|
)
|
|
(19.4
|
)
|
||
Total Investment debt
|
|
|
|
$
|
2,159.0
|
|
|
$
|
2,082.8
|
|
(Dollars in millions)
|
|
Aggregate Maturities
|
||
2016
|
|
$
|
38.8
|
|
2017
|
|
191.5
|
|
|
2018
|
|
228.9
|
|
|
2019
|
|
844.9
|
|
|
2020
|
|
264.2
|
|
|
Thereafter
|
|
2,198.0
|
|
|
|
|
3,766.3
|
|
|
Debt discount
|
|
(5.8
|
)
|
|
Unamortized loan fees
|
|
(31.1
|
)
|
|
|
|
$
|
3,729.4
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(Dollars in millions)
|
|
|
Unamortized
|
|
|
|
Unamortized
|
|
|||||||||||||
|
Interest Rate
|
Maturity Date
|
Face Value
|
Net Premium/(Discount)
|
Carrying Value
|
|
Face Value
|
Net Premium/(Discount)
|
Carrying Value
|
||||||||||||
2042 Notes
|
7.75%
|
12/1/2042
|
$
|
55.0
|
|
$
|
—
|
|
$
|
55.0
|
|
|
$
|
55.0
|
|
$
|
—
|
|
$
|
55.0
|
|
2024 Notes
|
5.88%
|
4/1/2024
|
650.0
|
|
(2.4
|
)
|
647.6
|
|
|
650.0
|
|
(2.4
|
)
|
647.6
|
|
||||||
Senior Notes
|
|
|
$
|
705.0
|
|
$
|
(2.4
|
)
|
$
|
702.6
|
|
|
$
|
705.0
|
|
$
|
(2.4
|
)
|
$
|
702.6
|
|
Unamortized loan fees
|
|
|
|
|
(13.4
|
)
|
|
|
|
(13.8
|
)
|
||||||||||
Total Senior Notes
|
|
|
|
|
$
|
689.2
|
|
|
|
|
$
|
688.8
|
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||
(Dollars in millions)
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
||||||||
Preferred Stock
|
|
|
|
|
|
|
|
|
||||||||
Series A
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Series B
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
||||
Total Preferred Stock
|
|
0.5
|
|
|
0.5
|
|
|
2.0
|
|
|
2.0
|
|
||||
Common Stock
|
|
16.1
|
|
|
13.8
|
|
|
12.5
|
|
|
8.7
|
|
||||
Total
(2)
|
|
$
|
16.6
|
|
|
$
|
14.3
|
|
|
$
|
14.5
|
|
|
$
|
10.7
|
|
|
|
Foreign Currency Translation
|
|
Currency Derivative Contracts
|
|
Marketable Securities
|
|
Total Accumulated Other Comprehensive Income
|
||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
$
|
(69.9
|
)
|
|
$
|
22.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
(47.7
|
)
|
Unrealized gains (loss), arising during the period
|
|
27.2
|
|
|
(54.7
|
)
|
|
0.2
|
|
|
(27.3
|
)
|
||||
Noncontrolling interest
|
|
(14.7
|
)
|
|
43.6
|
|
|
—
|
|
|
28.9
|
|
||||
Taxes on unrealized gains (losses), arising during the period
|
|
(5.0
|
)
|
|
4.4
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
||||
Balance at March 31, 2016
|
|
$
|
(62.4
|
)
|
|
$
|
15.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
(46.8
|
)
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions, except share and per share amounts)
|
2016
|
|
2015
|
||||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
(7.4
|
)
|
|
$
|
(3.5
|
)
|
Dividends allocated to participating securities
|
(0.5
|
)
|
|
(0.6
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
(7.9
|
)
|
|
(4.1
|
)
|
||
Dividends declared on common shares
|
(15.6
|
)
|
|
(11.8
|
)
|
||
Undistributed earnings attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
$
|
(23.5
|
)
|
|
$
|
(15.9
|
)
|
|
|
|
|
||||
Distributed earnings per share
|
$
|
0.14
|
|
|
$
|
0.12
|
|
Undistributed earnings per share
|
(0.21
|
)
|
|
(0.17
|
)
|
||
Loss per basic
|
(0.07
|
)
|
|
(0.05
|
)
|
||
|
|
|
|
||||
Loss per diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
||||
Weighted average shares outstanding for basic
|
109,214,633
|
|
|
91,547,838
|
|
||
Weighted average shares outstanding for diluted
(1)
|
109,214,633
|
|
|
91,547,838
|
|
||
Dividends declared per common share
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Investments
|
|
|
|
|
||||
Rental
|
|
$
|
119.9
|
|
|
$
|
90.4
|
|
Hotel
|
|
29.1
|
|
|
23.4
|
|
||
Sale of real estate
|
|
1.9
|
|
|
2.1
|
|
||
Loan purchases, loan originations and other
|
|
2.1
|
|
|
5.4
|
|
||
Total revenue
|
|
153.0
|
|
|
121.3
|
|
||
Operating expenses
|
|
(75.2
|
)
|
|
(59.8
|
)
|
||
Depreciation and amortization
|
|
(48.3
|
)
|
|
(36.6
|
)
|
||
Income from unconsolidated investments
|
|
18.1
|
|
|
9.7
|
|
||
Operating income
|
|
47.6
|
|
|
34.6
|
|
||
Gain on sale of real estate
|
|
38.4
|
|
|
5.6
|
|
||
Acquisition-related gains
|
|
—
|
|
|
4.2
|
|
||
Acquisition-related expenses
|
|
(2.0
|
)
|
|
(18.1
|
)
|
||
Interest expense - investments
|
|
(32.5
|
)
|
|
(19.4
|
)
|
||
Other
|
|
0.7
|
|
|
0.8
|
|
||
Income before provision for income taxes
|
|
52.2
|
|
|
7.7
|
|
||
Provision for income taxes
|
|
(1.0
|
)
|
|
—
|
|
||
Net income
|
|
51.2
|
|
|
7.7
|
|
||
Net (income) loss attributable to the noncontrolling interests
|
|
(27.4
|
)
|
|
1.4
|
|
||
Net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
23.8
|
|
|
$
|
9.1
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Investment Management and Real Estate Services
|
|
|
|
|
||||
Property services and research fees (includes $11.0 and $9.5 of related party fees)
|
|
$
|
19.1
|
|
|
$
|
16.4
|
|
Total revenue
|
|
19.1
|
|
|
16.4
|
|
||
Operating expenses
|
|
(15.9
|
)
|
|
(14.4
|
)
|
||
Income from unconsolidated investments
|
|
1.2
|
|
|
1.5
|
|
||
Operating income
|
|
4.4
|
|
|
3.5
|
|
||
Net income attributable to the noncontrolling interests
|
|
—
|
|
|
1.4
|
|
||
Net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
4.4
|
|
|
$
|
4.9
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Corporate
|
|
|
|
|
||||
Operating expenses
|
|
$
|
(23.5
|
)
|
|
$
|
(10.6
|
)
|
Operating loss
|
|
(23.5
|
)
|
|
(10.6
|
)
|
||
Interest expense-corporate
|
|
(12.1
|
)
|
|
(13.0
|
)
|
||
Loss before provision for income taxes
|
|
(35.6
|
)
|
|
(23.6
|
)
|
||
Provision for income taxes
|
|
0.5
|
|
|
8.1
|
|
||
Net loss
|
|
(35.1
|
)
|
|
(15.5
|
)
|
||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(0.5
|
)
|
|
(2.0
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(35.6
|
)
|
|
$
|
(17.5
|
)
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Consolidated
|
|
|
|
|
||||
Rental
|
|
$
|
119.9
|
|
|
$
|
90.4
|
|
Hotel
|
|
29.1
|
|
|
23.4
|
|
||
Sale of real estate
|
|
1.9
|
|
|
2.1
|
|
||
Investment management, property services and research fees (includes $11.0 and $9.5 of related party fees)
|
|
19.1
|
|
|
16.4
|
|
||
Loans and other
|
|
2.1
|
|
|
5.4
|
|
||
Total revenue
|
|
172.1
|
|
|
137.7
|
|
||
Operating expenses
|
|
(114.5
|
)
|
|
(84.8
|
)
|
||
Depreciation and amortization
|
|
(48.3
|
)
|
|
(36.6
|
)
|
||
Total operating expenses
|
|
(162.8
|
)
|
|
(121.4
|
)
|
||
Income from unconsolidated investments
|
|
19.2
|
|
|
11.2
|
|
||
Operating income
|
|
28.5
|
|
|
27.5
|
|
||
Gain on sale of real estate
|
|
38.4
|
|
|
5.6
|
|
||
Acquisition-related gain
|
|
—
|
|
|
4.2
|
|
||
Acquisition-related expenses
|
|
(2.0
|
)
|
|
(18.1
|
)
|
||
Interest expense - investment
|
|
(32.5
|
)
|
|
(19.4
|
)
|
||
Interest expense - corporate
|
|
(12.1
|
)
|
|
(13.0
|
)
|
||
Other
|
|
0.7
|
|
|
0.8
|
|
||
Income (loss) before benefit from income taxes
|
|
21.0
|
|
|
(12.4
|
)
|
||
Provision for income taxes
|
|
(0.5
|
)
|
|
8.1
|
|
||
Net income (loss)
|
|
20.5
|
|
|
(4.3
|
)
|
||
Net (income) loss attributable to the noncontrolling interests
|
|
(27.4
|
)
|
|
2.8
|
|
||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(0.5
|
)
|
|
(2.0
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(7.4
|
)
|
|
$
|
(3.5
|
)
|
(Dollars in millions)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Total Assets
|
|
|
|
|
||||
Investments
|
|
$
|
7,464.5
|
|
|
$
|
7,418.6
|
|
Investment management and real estate services
|
|
73.6
|
|
|
58.1
|
|
||
Corporate
|
|
120.3
|
|
|
118.9
|
|
||
Total assets
|
|
$
|
7,658.4
|
|
|
$
|
7,595.6
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2016
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
59.9
|
|
|
$
|
25.4
|
|
|
$
|
95.6
|
|
|
$
|
—
|
|
|
$
|
180.9
|
|
Cash held by consolidated investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717.2
|
|
|
—
|
|
|
717.2
|
|
||||||
Accounts receivable
|
|
—
|
|
|
—
|
|
|
40.7
|
|
|
27.6
|
|
|
—
|
|
|
68.3
|
|
||||||
Loan purchases and originations
|
|
—
|
|
|
41.9
|
|
|
16.8
|
|
|
106.4
|
|
|
—
|
|
|
165.1
|
|
||||||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
—
|
|
|
—
|
|
|
1,137.5
|
|
|
4,688.6
|
|
|
—
|
|
|
5,826.1
|
|
||||||
Unconsolidated investments
|
|
—
|
|
|
17.4
|
|
|
305.1
|
|
|
134.2
|
|
|
—
|
|
|
456.7
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
1,130.3
|
|
|
1,949.8
|
|
|
1,217.5
|
|
|
—
|
|
|
(4,297.6
|
)
|
|
—
|
|
||||||
Other assets
|
|
—
|
|
|
3.1
|
|
|
30.3
|
|
|
210.7
|
|
|
—
|
|
|
244.1
|
|
||||||
Total assets
|
|
$
|
1,130.3
|
|
|
$
|
2,072.1
|
|
|
$
|
2,773.3
|
|
|
$
|
5,980.3
|
|
|
$
|
(4,297.6
|
)
|
|
$
|
7,658.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
1.7
|
|
|
$
|
13.8
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
Accrued expenses and other liabilities
|
|
16.1
|
|
|
202.2
|
|
|
181.9
|
|
|
7.8
|
|
|
—
|
|
|
408.0
|
|
||||||
Investment debt
|
|
—
|
|
|
—
|
|
|
639.9
|
|
|
3,089.5
|
|
|
—
|
|
|
3,729.4
|
|
||||||
Senior notes payable
|
|
—
|
|
|
689.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
689.2
|
|
||||||
Line of credit
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
||||||
Total liabilities
|
|
16.1
|
|
|
941.8
|
|
|
823.5
|
|
|
3,111.1
|
|
|
—
|
|
|
4,892.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
1,114.2
|
|
|
1,130.3
|
|
|
1,949.8
|
|
|
1,217.5
|
|
|
(4,297.6
|
)
|
|
1,114.2
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,651.7
|
|
|
—
|
|
|
1,651.7
|
|
||||||
Total equity
|
|
1,114.2
|
|
|
1,130.3
|
|
|
1,949.8
|
|
|
2,869.2
|
|
|
(4,297.6
|
)
|
|
2,765.9
|
|
||||||
Total liabilities and equity
|
|
$
|
1,130.3
|
|
|
$
|
2,072.1
|
|
|
$
|
2,773.3
|
|
|
$
|
5,980.3
|
|
|
$
|
(4,297.6
|
)
|
|
$
|
7,658.4
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2015
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
80.2
|
|
|
$
|
37.0
|
|
|
$
|
65.4
|
|
|
$
|
—
|
|
|
$
|
182.6
|
|
Cash held by consolidated investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549.0
|
|
|
—
|
|
|
549.0
|
|
||||||
Accounts receivable
|
|
—
|
|
|
—
|
|
|
30.2
|
|
|
24.5
|
|
|
—
|
|
|
54.7
|
|
||||||
Loan purchases and originations
|
|
—
|
|
|
79.4
|
|
|
12.2
|
|
|
245.9
|
|
|
(37.8
|
)
|
|
299.7
|
|
||||||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
—
|
|
|
—
|
|
|
1,017.5
|
|
|
4,780.0
|
|
|
—
|
|
|
5,797.5
|
|
||||||
Unconsolidated investments
|
|
—
|
|
|
14.6
|
|
|
292.6
|
|
|
137.7
|
|
|
—
|
|
|
444.9
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
1,148.0
|
|
|
1,898.9
|
|
|
1,185.4
|
|
|
0.2
|
|
|
(4,232.5
|
)
|
|
—
|
|
||||||
Other assets
|
|
—
|
|
|
3.9
|
|
|
30.2
|
|
|
233.1
|
|
|
—
|
|
|
267.2
|
|
||||||
Total assets
|
|
$
|
1,148.0
|
|
|
$
|
2,077.0
|
|
|
$
|
2,605.1
|
|
|
$
|
6,035.8
|
|
|
$
|
(4,270.3
|
)
|
|
$
|
7,595.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
2.5
|
|
|
$
|
19.2
|
|
|
$
|
—
|
|
|
22.2
|
|
|
Accrued expense and other liabilities
|
|
14.0
|
|
|
239.7
|
|
|
118.8
|
|
|
19.5
|
|
|
—
|
|
|
392.0
|
|
||||||
Investment debt
|
|
—
|
|
|
—
|
|
|
584.9
|
|
|
3,080.4
|
|
|
(37.8
|
)
|
|
3,627.5
|
|
||||||
Senior notes payable
|
|
—
|
|
|
688.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
688.8
|
|
||||||
Total liabilities
|
|
14.0
|
|
|
929.0
|
|
|
706.2
|
|
|
3,119.1
|
|
|
(37.8
|
)
|
|
4,730.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
1,134.0
|
|
|
1,148.0
|
|
|
1,898.9
|
|
|
1,185.4
|
|
|
(4,232.5
|
)
|
|
1,133.8
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,731.3
|
|
|
—
|
|
|
1,731.3
|
|
||||||
Total equity
|
|
1,134.0
|
|
|
1,148.0
|
|
|
1,898.9
|
|
|
2,916.7
|
|
|
(4,232.5
|
)
|
|
2,865.1
|
|
||||||
Total liabilities and equity
|
|
$
|
1,148.0
|
|
|
$
|
2,077.0
|
|
|
$
|
2,605.1
|
|
|
$
|
6,035.8
|
|
|
$
|
(4,270.3
|
)
|
|
$
|
7,595.6
|
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment management, property services and research fees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
Rental
|
|
—
|
|
|
—
|
|
|
24.9
|
|
|
95.0
|
|
|
—
|
|
|
119.9
|
|
||||||
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
—
|
|
|
29.1
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||
Loan purchases, loan originations and other
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
1.8
|
|
|
—
|
|
|
2.1
|
|
||||||
Total revenue
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|
128.7
|
|
|
—
|
|
|
172.1
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commission and marketing
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.1
|
|
|
—
|
|
|
1.8
|
|
||||||
Rental operating
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
21.1
|
|
|
—
|
|
|
31.0
|
|
||||||
Hotel operating
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
|
24.5
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Compensation and related
|
|
17.5
|
|
|
13.9
|
|
|
12.2
|
|
|
2.1
|
|
|
—
|
|
|
45.7
|
|
||||||
General and administrative
|
|
—
|
|
|
3.4
|
|
|
3.8
|
|
|
2.9
|
|
|
—
|
|
|
10.1
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
0.3
|
|
|
8.5
|
|
|
39.5
|
|
|
—
|
|
|
48.3
|
|
||||||
Total operating expenses
|
|
17.5
|
|
|
17.6
|
|
|
36.1
|
|
|
91.6
|
|
|
—
|
|
|
162.8
|
|
||||||
Income from unconsolidated subsidiaries
|
|
—
|
|
|
2.4
|
|
|
5.5
|
|
|
11.3
|
|
|
—
|
|
|
19.2
|
|
||||||
Income from consolidated subsidiaries
|
|
38.0
|
|
|
63.5
|
|
|
59.3
|
|
|
—
|
|
|
(160.8
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
|
20.5
|
|
|
48.3
|
|
|
72.1
|
|
|
48.4
|
|
|
(160.8
|
)
|
|
28.5
|
|
||||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
||||||
Interest expense-investment
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(27.1
|
)
|
|
—
|
|
|
(32.5
|
)
|
||||||
Interest expense-corporate
|
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
||||||
Gain on sale of real estate
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
38.0
|
|
|
—
|
|
|
38.4
|
|
||||||
Other income / (expense)
|
|
—
|
|
|
1.3
|
|
|
(2.5
|
)
|
|
1.9
|
|
|
—
|
|
|
0.7
|
|
||||||
Income (loss) before benefit from income taxes
|
|
20.5
|
|
|
37.5
|
|
|
64.6
|
|
|
59.2
|
|
|
(160.8
|
)
|
|
21.0
|
|
||||||
(Provision for) benefit from income taxes
|
|
—
|
|
|
0.5
|
|
|
(1.1
|
)
|
|
0.1
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Net income (loss)
|
|
20.5
|
|
|
38.0
|
|
|
63.5
|
|
|
59.3
|
|
|
(160.8
|
)
|
|
20.5
|
|
||||||
Net (income) loss attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.4
|
)
|
|
—
|
|
|
(27.4
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
20.5
|
|
|
38.0
|
|
|
63.5
|
|
|
31.9
|
|
|
(160.8
|
)
|
|
(6.9
|
)
|
||||||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
20.0
|
|
|
$
|
38.0
|
|
|
$
|
63.5
|
|
|
$
|
31.9
|
|
|
$
|
(160.8
|
)
|
|
$
|
(7.4
|
)
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2015
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment management, property services, and research fees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
16.4
|
|
Rental
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
78.7
|
|
|
—
|
|
|
90.4
|
|
||||||
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
—
|
|
|
23.4
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
2.0
|
|
|
—
|
|
|
2.1
|
|
||||||
Loan purchases, loan originations and other
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
5.0
|
|
|
—
|
|
|
5.4
|
|
||||||
Total revenue
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|
110.0
|
|
|
—
|
|
|
137.7
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commission and marketing
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Rental operating
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
19.6
|
|
|
—
|
|
|
24.6
|
|
||||||
Hotel operating
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||
Compensation and related
|
|
7.3
|
|
|
6.2
|
|
|
10.0
|
|
|
2.7
|
|
|
—
|
|
|
26.2
|
|
||||||
General and administrative
|
|
—
|
|
|
3.3
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
9.5
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
0.2
|
|
|
5.2
|
|
|
31.2
|
|
|
—
|
|
|
36.6
|
|
||||||
Total operating expenses
|
|
7.3
|
|
|
9.7
|
|
|
24.3
|
|
|
80.1
|
|
|
—
|
|
|
121.4
|
|
||||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
—
|
|
|
0.6
|
|
|
8.9
|
|
|
1.7
|
|
|
—
|
|
|
11.2
|
|
||||||
Income from consolidated subsidiaries
|
|
3.0
|
|
|
12.5
|
|
|
2.9
|
|
|
—
|
|
|
(18.4
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
|
(4.3
|
)
|
|
3.4
|
|
|
15.2
|
|
|
31.6
|
|
|
(18.4
|
)
|
|
27.5
|
|
||||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition-related gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
||||||
Acquisition-related expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
(18.1
|
)
|
||||||
Interest expense-investment
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
(19.4
|
)
|
||||||
Interest expense-corporate
|
|
—
|
|
|
(12.3
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(13.0
|
)
|
||||||
Gain (loss) on sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
||||||
Other income / (expense)
|
|
—
|
|
|
1.2
|
|
|
0.1
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.8
|
|
||||||
Income (loss) before benefit from income taxes
|
|
(4.3
|
)
|
|
(7.7
|
)
|
|
12.6
|
|
|
5.4
|
|
|
(18.4
|
)
|
|
(12.4
|
)
|
||||||
(Provision for) benefit from income taxes
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
8.1
|
|
||||||
Net income (loss)
|
|
(4.3
|
)
|
|
2.9
|
|
|
12.6
|
|
|
2.9
|
|
|
(18.4
|
)
|
|
(4.3
|
)
|
||||||
Net (income) loss attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
(4.3
|
)
|
|
2.9
|
|
|
12.6
|
|
|
5.7
|
|
|
(18.4
|
)
|
|
(1.5
|
)
|
||||||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(6.3
|
)
|
|
$
|
2.9
|
|
|
$
|
12.6
|
|
|
$
|
5.7
|
|
|
$
|
(18.4
|
)
|
|
$
|
(3.5
|
)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2016
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net (loss) income
|
|
$
|
20.5
|
|
|
$
|
38.0
|
|
|
$
|
63.5
|
|
|
$
|
59.3
|
|
|
$
|
(160.8
|
)
|
|
$
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized foreign currency translation (loss) gain
|
|
22.2
|
|
|
22.2
|
|
|
4.5
|
|
|
18.2
|
|
|
(44.9
|
)
|
|
22.2
|
|
||||||
Unrealized loss on marketable securities
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Unrealized currency derivative contracts gain (loss)
|
|
(50.3
|
)
|
|
(50.3
|
)
|
|
(0.5
|
)
|
|
(49.6
|
)
|
|
100.4
|
|
|
(50.3
|
)
|
||||||
Total other comprehensive (loss) income for the period
|
|
$
|
(28.0
|
)
|
|
$
|
(28.0
|
)
|
|
$
|
4.0
|
|
|
$
|
(31.4
|
)
|
|
$
|
55.4
|
|
|
$
|
(28.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
|
$
|
(7.5
|
)
|
|
$
|
10.0
|
|
|
$
|
67.5
|
|
|
$
|
27.9
|
|
|
$
|
(105.4
|
)
|
|
$
|
(7.5
|
)
|
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||
Comprehensive (loss) income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
(7.5
|
)
|
|
$
|
10.0
|
|
|
$
|
67.5
|
|
|
$
|
29.4
|
|
|
$
|
(105.4
|
)
|
|
$
|
(6.0
|
)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2015
|
||||||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net income (loss)
|
|
$
|
(4.3
|
)
|
|
$
|
2.9
|
|
|
$
|
12.6
|
|
|
$
|
2.9
|
|
|
$
|
(18.4
|
)
|
|
$
|
(4.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized foreign currency translation (loss) gains
|
|
(104.9
|
)
|
|
(104.9
|
)
|
|
(42.0
|
)
|
|
(20.9
|
)
|
|
167.8
|
|
|
(104.9
|
)
|
||||||
Amounts reclassified out of AOCI during the period
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
0.6
|
|
|
(0.3
|
)
|
||||||
Unrealized currency derivative contracts (loss) gain
|
|
18.4
|
|
|
18.4
|
|
|
26.3
|
|
|
(7.9
|
)
|
|
(36.8
|
)
|
|
18.4
|
|
||||||
Total other comprehensive income for the period
|
|
$
|
(86.8
|
)
|
|
$
|
(86.8
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(28.8
|
)
|
|
$
|
131.6
|
|
|
$
|
(86.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
|
$
|
(91.1
|
)
|
|
$
|
(83.9
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
113.2
|
|
|
$
|
(91.1
|
)
|
Comprehensive (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.3
|
|
|
—
|
|
|
69.3
|
|
||||||
Comprehensive (loss) income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
(91.1
|
)
|
|
$
|
(83.9
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
43.4
|
|
|
$
|
113.2
|
|
|
$
|
(21.8
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2016
|
||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(0.2
|
)
|
|
$
|
(88.5
|
)
|
|
$
|
63.7
|
|
|
$
|
16.1
|
|
|
$
|
(8.9
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to loans
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Collections of loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130.2
|
|
|
130.2
|
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
104.6
|
|
|
108.0
|
|
|||||
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
(95.4
|
)
|
|
(102.2
|
)
|
|||||
Additions to nonrefundable escrow deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|||||
Proceeds from settlement of foreign derivative contracts
|
|
—
|
|
|
22.6
|
|
|
—
|
|
|
—
|
|
|
22.6
|
|
|||||
Purchases of foreign derivative contracts
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||
Investment in marketable securities
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Distributions from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
17.3
|
|
|
23.8
|
|
|||||
Contributions to unconsolidated investments
|
|
—
|
|
|
(1.0
|
)
|
|
(15.5
|
)
|
|
(6.7
|
)
|
|
(23.2
|
)
|
|||||
(Investments in) distributions from consolidated subsidiaries, net
|
|
27.6
|
|
|
—
|
|
|
(52.9
|
)
|
|
25.3
|
|
|
—
|
|
|||||
Net cash provided by investing activities
|
|
27.6
|
|
|
18.2
|
|
|
(71.0
|
)
|
|
173.6
|
|
|
148.4
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under line of credit
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|||||
Borrowings under investment debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126.2
|
|
|
126.2
|
|
|||||
Repayment of investment debt
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
(36.8
|
)
|
|
(41.1
|
)
|
|||||
Debt issue costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||||
Repurchase and retirement of common stock
|
|
(13.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|||||
Dividends paid
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|||||
Acquisition of KWE shares from noncontrolling interest holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.3
|
)
|
|
(41.3
|
)
|
|||||
Contributions from noncontrolling interests, excluding KWE
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.5
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.7
|
)
|
|
(43.7
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(27.4
|
)
|
|
50.0
|
|
|
(4.3
|
)
|
|
7.7
|
|
|
26.0
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(20.3
|
)
|
|
(11.6
|
)
|
|
198.4
|
|
|
166.5
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
80.2
|
|
|
37.0
|
|
|
614.4
|
|
|
731.6
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
59.9
|
|
|
$
|
25.4
|
|
|
$
|
812.8
|
|
|
$
|
898.1
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2015
|
||||||||||||||||||||
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Net cash provided (used in) by operating activities
|
|
$
|
5.1
|
|
|
$
|
72.4
|
|
|
$
|
50.0
|
|
|
$
|
(144.1
|
)
|
|
$
|
(16.6
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.5
|
)
|
|
(87.5
|
)
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|
34.4
|
|
|||||
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
(750.2
|
)
|
|
(757.1
|
)
|
|||||
Additions to nonrefundable escrow deposits
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
|||||
Proceeds from settlement of foreign derivative contracts
|
|
—
|
|
|
17.9
|
|
|
—
|
|
|
12.2
|
|
|
30.1
|
|
|||||
Purchases of foreign derivative contracts
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|||||
Proceeds from sale of marketable securities
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Distributions from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
3.6
|
|
|
8.0
|
|
|||||
Contributions to unconsolidated investments
|
|
—
|
|
|
(1.5
|
)
|
|
(12.2
|
)
|
|
(1.5
|
)
|
|
(15.2
|
)
|
|||||
(Investments in) distributions from consolidated subsidiaries, net
|
|
(178.4
|
)
|
|
24.4
|
|
|
(29.2
|
)
|
|
183.2
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
|
(178.4
|
)
|
|
37.2
|
|
|
(45.2
|
)
|
|
(605.8
|
)
|
|
(792.2
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under line of credit
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||
Repayment of lines of credit
|
|
—
|
|
|
(150.0
|
)
|
|
—
|
|
|
—
|
|
|
(150.0
|
)
|
|||||
Borrowings under investment debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
843.6
|
|
|
843.6
|
|
|||||
Repayment of investment debt
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(245.5
|
)
|
|
(246.6
|
)
|
|||||
Debt issue costs
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
(9.2
|
)
|
|||||
Issuance of common stock
|
|
187.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187.1
|
|
|||||
Repurchase and retirement of common stock
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Dividends paid
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.7
|
)
|
|||||
Acquisition of KWE shares from noncontrolling interest holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
|
(22.5
|
)
|
|||||
Contributions from noncontrolling interests, excluding KWE
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.9
|
)
|
|
(47.9
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
173.3
|
|
|
(125.6
|
)
|
|
(1.1
|
)
|
|
523.2
|
|
|
569.8
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.8
|
)
|
|
(28.8
|
)
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(16.0
|
)
|
|
3.7
|
|
|
(255.5
|
)
|
|
(267.8
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
38.2
|
|
|
21.0
|
|
|
878.5
|
|
|
937.7
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
22.2
|
|
|
$
|
24.7
|
|
|
$
|
623.0
|
|
|
$
|
669.9
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Identify countries and markets with an attractive investment landscape
|
•
|
Establish operating platforms and service businesses in our target markets
|
•
|
Develop local intelligence and create long-lasting relationships; primarily with financial institutions
|
•
|
Leverage relationships and local knowledge to drive proprietary investment opportunities with a focus on off-market transactions that we expect will result in above average cash flows and returns over the long term
|
•
|
Acquire high quality assets, either on our own or with strategic partners, utilizing cash from our balance sheet (funded by cash flows from operations, refinancing of current investments or the sale of equity or debt securities) and typically financing them on a long-term basis
|
•
|
Reposition assets and enhance cash flows post-acquisition
|
•
|
Explore development opportunities on underutilized portions of assets; primarily excess land with little or no basis adjacent to income producing properties
|
•
|
Continuously evaluate and selectively harvest asset and entity value through strategic realizations utilizing both the public and private markets
|
•
|
Utilize our services businesses to meet client needs, strengthen relationships with financial institutions, and position us as a valuable resource and partner to these institutions for any future real estate opportunities
|
•
|
KW Investments invests our capital in real estate-related assets.
|
•
|
IMRES encompasses our fee generating businesses which includes both our investment management platform as well as our third party services business. These businesses offer a comprehensive line of real estate services for the full lifecycle of real estate ownership to clients that include shareholders of KWE, financial institutions, institutional investors, insurance companies, developers, builders and government agencies. IMRES has
five
main lines of business: investment management, property services, research, brokerage, and auction and conventional sales.
|
(Dollars in millions)
|
March 31, 2016
|
December 31,
2015 |
||||
Real estate and acquired in-place lease values, gross of accumulated depreciation and amortization of $285.1 and $248.5, respectively
|
$
|
6,111.2
|
|
$
|
6,046.0
|
|
Loan purchases and originations
|
165.1
|
|
299.7
|
|
||
Investment debt
|
(3,729.4
|
)
|
(3,627.5
|
)
|
||
Cash held by consolidated investments
|
717.2
|
|
549.0
|
|
||
Unconsolidated investments
(1)
, gross of accumulated depreciation and amortization of $60.0 and $55.8, respectively
|
502.6
|
|
487.8
|
|
||
Net hedge asset (liability)
|
(42.6
|
)
|
15.2
|
|
||
Other
(2)
|
13.2
|
|
19.9
|
|
||
Consolidated investment account
|
3,737.3
|
|
3,790.1
|
|
||
Less:
|
|
|
||||
Noncontrolling interests
on investments, gross of depreciation and amortization of $133.2 and $116.5, respectively
|
(1,784.9
|
)
|
(1,847.8
|
)
|
||
Investment account
|
$
|
1,952.4
|
|
$
|
1,942.3
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loans Secured by Real Estate
|
Residential and Other
|
Hotel
|
Total
|
||||||||||||
Western U.S.
|
$
|
518.7
|
|
$
|
290.2
|
|
$
|
70.8
|
|
$
|
282.2
|
|
$
|
29.8
|
|
$
|
1,191.7
|
|
Japan
|
6.4
|
|
4.4
|
|
—
|
|
0.4
|
|
—
|
|
11.2
|
|
||||||
United Kingdom
|
11.2
|
|
66.3
|
|
0.6
|
|
1.8
|
|
—
|
|
79.9
|
|
||||||
Ireland
|
42.4
|
|
32.4
|
|
—
|
|
35.2
|
|
74.5
|
|
184.5
|
|
||||||
Net hedge liabilities
|
|
|
|
|
|
(3.9
|
)
|
|||||||||||
KW share of cash held by consolidated investments
|
|
|
|
|
|
54.5
|
|
|||||||||||
Total excluding KWE
|
$
|
578.7
|
|
$
|
393.3
|
|
$
|
71.4
|
|
$
|
319.6
|
|
$
|
104.3
|
|
$
|
1,517.9
|
|
KWE:
|
|
|
|
|
|
|
||||||||||||
United Kingdom
|
$
|
12.4
|
|
$
|
245.1
|
|
$
|
15.9
|
|
$
|
10.5
|
|
$
|
10.1
|
|
$
|
294.0
|
|
Ireland
|
11.9
|
|
78.6
|
|
5.8
|
|
11.5
|
|
7.8
|
|
115.6
|
|
||||||
Italy
|
—
|
|
47.2
|
|
—
|
|
—
|
|
—
|
|
47.2
|
|
||||||
Spain
|
—
|
|
17.4
|
|
—
|
|
15.1
|
|
—
|
|
32.5
|
|
||||||
Other
(2)
|
|
|
|
|
|
(54.8
|
)
|
|||||||||||
Total KWE
|
$
|
24.3
|
|
$
|
388.3
|
|
$
|
21.7
|
|
$
|
37.1
|
|
$
|
17.9
|
|
$
|
434.5
|
|
Grand Total
|
$
|
603.0
|
|
$
|
781.6
|
|
$
|
93.1
|
|
$
|
356.7
|
|
$
|
122.2
|
|
$
|
1,952.4
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loans Secured by Real Estate
|
Residential and Other
|
Hotel
|
Total
|
||||||||||||
Western U.S.
|
$
|
515.4
|
|
$
|
270.6
|
|
$
|
66.4
|
|
$
|
269.9
|
|
$
|
34.7
|
|
$
|
1,157.0
|
|
Japan
|
5.8
|
|
4.2
|
|
—
|
|
0.3
|
|
—
|
|
10.3
|
|
||||||
United Kingdom
|
11.2
|
|
83.8
|
|
0.6
|
|
1.8
|
|
—
|
|
97.4
|
|
||||||
Ireland
|
41.0
|
|
32.3
|
|
—
|
|
31.8
|
|
72.4
|
|
177.5
|
|
||||||
Net hedge assets
|
|
|
|
|
|
15.9
|
|
|||||||||||
KW share of cash held by consolidated investments
|
|
|
|
|
|
52.3
|
|
|||||||||||
Total excluding KWE
|
$
|
573.4
|
|
$
|
390.9
|
|
$
|
67.0
|
|
$
|
303.8
|
|
$
|
107.1
|
|
$
|
1,510.4
|
|
KWE:
|
|
|
|
|
|
|
||||||||||||
United Kingdom
|
$
|
12.3
|
|
$
|
245.0
|
|
$
|
43.6
|
|
$
|
10.4
|
|
$
|
9.6
|
|
$
|
320.9
|
|
Ireland
|
10.9
|
|
65.3
|
|
5.4
|
|
9.3
|
|
6.8
|
|
97.7
|
|
||||||
Italy
|
—
|
|
43.6
|
|
—
|
|
—
|
|
—
|
|
43.6
|
|
||||||
Spain
|
—
|
|
36.4
|
|
—
|
|
9.6
|
|
—
|
|
46.0
|
|
||||||
Other
(1)
|
|
|
|
|
|
(76.3
|
)
|
|||||||||||
Total KWE
|
$
|
23.2
|
|
$
|
390.3
|
|
$
|
49.0
|
|
$
|
29.3
|
|
$
|
16.4
|
|
$
|
431.9
|
|
Grand Total
|
$
|
596.6
|
|
$
|
781.2
|
|
$
|
116.0
|
|
$
|
333.1
|
|
$
|
123.5
|
|
$
|
1,942.3
|
|
|
As of March 31, 2016
(unaudited)
|
|||||||||||
(Dollars in millions)
|
KWE
|
Non-KWE
(1)(4)
|
Elimination
|
Total KWH
|
||||||||
Cash
(2)
|
$
|
645.4
|
|
$
|
252.7
|
|
$
|
—
|
|
$
|
898.1
|
|
Accounts receivable
|
16.6
|
|
51.7
|
|
—
|
|
68.3
|
|
||||
Loan purchases and originations
|
106.1
|
|
59.0
|
|
—
|
|
165.1
|
|
||||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
(3)
|
3,307.1
|
|
2,519.0
|
|
—
|
|
5,826.1
|
|
||||
Investment in marketable securities
|
—
|
|
408.3
|
|
(408.3
|
)
|
—
|
|
||||
Unconsolidated investments
|
—
|
|
456.7
|
|
—
|
|
456.7
|
|
||||
Other assets
|
201.0
|
|
43.1
|
|
—
|
|
244.1
|
|
||||
Total assets
|
$
|
4,276.2
|
|
$
|
3,790.5
|
|
$
|
(408.3
|
)
|
$
|
7,658.4
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
8.7
|
|
$
|
7.2
|
|
$
|
—
|
|
$
|
15.9
|
|
Accrued expenses and other liabilities
|
235.9
|
|
172.1
|
|
—
|
|
408.0
|
|
||||
Investment debt
|
2,159.0
|
|
1,570.4
|
|
—
|
|
3,729.4
|
|
||||
Senior notes payable
|
—
|
|
689.2
|
|
—
|
|
689.2
|
|
||||
Line of Credit
|
—
|
|
50.0
|
|
—
|
|
50.0
|
|
||||
Total liabilities
|
2,403.6
|
|
2,488.9
|
|
—
|
|
4,892.5
|
|
||||
|
|
|
|
|
||||||||
Kennedy-Wilson Holdings Inc. shareholders' equity
|
434.3
|
|
1,161.0
|
|
(434.3
|
)
|
1,161.0
|
|
||||
Accumulated other comprehensive income
|
(26.0
|
)
|
(46.8
|
)
|
26.0
|
|
(46.8
|
)
|
||||
Noncontrolling interests
|
1,464.3
|
|
187.4
|
|
—
|
|
1,651.7
|
|
||||
Total equity
|
1,872.6
|
|
1,301.6
|
|
(408.3
|
)
|
2,765.9
|
|
||||
Total liabilities and equity
|
$
|
4,276.2
|
|
$
|
3,790.5
|
|
$
|
(408.3
|
)
|
$
|
7,658.4
|
|
|
Three Months Ended March 31, 2016
|
|||||||||||
(Dollars in millions)
|
KWE
|
Non-KWE
|
Fee
Elimination
(1)
|
Total KWH
|
||||||||
Revenue
|
|
|
|
|
||||||||
Rental
|
$
|
67.0
|
|
$
|
52.9
|
|
$
|
—
|
|
$
|
119.9
|
|
Fees
|
—
|
|
24.9
|
|
(5.8
|
)
|
19.1
|
|
||||
Hotel
|
4.7
|
|
24.4
|
|
—
|
|
29.1
|
|
||||
Sale of real estate
|
—
|
|
1.9
|
|
—
|
|
1.9
|
|
||||
Dividend income
|
—
|
|
4.6
|
|
(4.6
|
)
|
—
|
|
||||
Loan purchases, loan originations and other
|
1.8
|
|
0.3
|
|
—
|
|
2.1
|
|
||||
Total revenue
|
73.5
|
|
109.0
|
|
(10.4
|
)
|
172.1
|
|
||||
Operating expenses
|
|
|
|
|
||||||||
Commission and marketing
|
—
|
|
1.8
|
|
—
|
|
1.8
|
|
||||
Rental operating
|
12.3
|
|
18.7
|
|
—
|
|
31.0
|
|
||||
Hotel operating
|
5.7
|
|
18.8
|
|
—
|
|
24.5
|
|
||||
Cost of real estate sold
|
—
|
|
1.4
|
|
—
|
|
1.4
|
|
||||
Compensation and related
|
0.4
|
|
45.3
|
|
—
|
|
45.7
|
|
||||
General and administrative
|
2.4
|
|
7.7
|
|
—
|
|
10.1
|
|
||||
Depreciation and amortization
|
28.2
|
|
20.1
|
|
—
|
|
48.3
|
|
||||
Total operating expenses
|
49.0
|
|
113.8
|
|
—
|
|
162.8
|
|
||||
Income from unconsolidated investments
|
—
|
|
19.2
|
|
—
|
|
19.2
|
|
||||
Operating income
|
24.5
|
|
14.4
|
|
(10.4
|
)
|
28.5
|
|
||||
Non-operating income (expense)
|
|
|
|
|
||||||||
Gain on sale of real estate
|
27.0
|
|
11.4
|
|
—
|
|
38.4
|
|
||||
Acquisition-related gains
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Acquisition-related expenses
|
(1.8
|
)
|
(0.2
|
)
|
—
|
|
(2.0
|
)
|
||||
Interest expense-investment
|
(18.5
|
)
|
(14.0
|
)
|
—
|
|
(32.5
|
)
|
||||
Interest expense-corporate
|
—
|
|
(12.1
|
)
|
—
|
|
(12.1
|
)
|
||||
Management fee
|
(5.8
|
)
|
—
|
|
5.8
|
|
—
|
|
||||
Other income
|
0.5
|
|
0.2
|
|
—
|
|
0.7
|
|
||||
Income (loss) before provision for income taxes
|
25.9
|
|
(0.3
|
)
|
(4.6
|
)
|
21.0
|
|
||||
Provision for income taxes
|
0.2
|
|
(0.7
|
)
|
—
|
|
(0.5
|
)
|
||||
Net income (loss)
|
$
|
26.1
|
|
$
|
(1.0
|
)
|
$
|
(4.6
|
)
|
$
|
20.5
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(Dollars in millions, except per share amounts)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
GAAP
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
172.1
|
|
$
|
137.7
|
|
$
|
51.5
|
|
$
|
22.8
|
|
$
|
11.8
|
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
(7.4
|
)
|
(3.5
|
)
|
10.5
|
|
(3.6
|
)
|
(3.3
|
)
|
|||||
Basic income (loss) per share of common stock
|
(0.07
|
)
|
(0.05
|
)
|
0.12
|
|
(0.06
|
)
|
(0.07
|
)
|
|||||
Non-GAAP
(1)
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
71.8
|
|
53.7
|
|
69.2
|
|
31.9
|
|
19.2
|
|
|||||
Adjusted EBITDA percentage change
|
34
|
%
|
(22
|
)%
|
117
|
%
|
66
|
%
|
—
|
%
|
|||||
Adjusted Fees
|
30.0
|
|
27.1
|
|
18.2
|
|
14.3
|
|
10.8
|
|
|||||
Adjusted Fees percentage change
|
11
|
%
|
49
|
%
|
27
|
%
|
32
|
%
|
—
|
%
|
|
March 31,
|
Year Ended December 31,
|
|||||||||||||
(in millions)
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Cash and cash equivalents
|
$
|
898.1
|
|
$
|
731.6
|
|
$
|
937.7
|
|
$
|
178.2
|
|
$
|
120.9
|
|
Total assets
|
7,658.4
|
|
7,595.6
|
|
6,332.1
|
|
1,798.8
|
|
1,283.8
|
|
|||||
Investment debt
|
3,729.4
|
|
3,627.5
|
|
2,195.9
|
|
401.8
|
|
236.5
|
|
|||||
Unsecured corporate debt
|
689.2
|
|
688.8
|
|
827.4
|
|
449.0
|
|
449.6
|
|
|||||
Kennedy Wilson equity
|
1,114.2
|
|
1,133.8
|
|
901.1
|
|
768.3
|
|
509.7
|
|
|||||
Noncontrolling interests
|
1,651.7
|
|
1,731.3
|
|
2,142.8
|
|
50.6
|
|
9.1
|
|
|||||
Total equity
|
2,765.9
|
|
2,865.1
|
|
3,043.9
|
|
818.9
|
|
518.8
|
|
|||||
Common shares outstanding
|
114.0
|
|
114.5
|
|
96.1
|
|
82.6
|
|
63.8
|
|
(in millions)
|
December 31, 2015
|
|
Increases
|
|
Decreases
|
|
March 31, 2016
|
|
||||
AUM
(1)
|
$
|
18,050.7
|
|
$
|
590.5
|
|
$
|
(587.1
|
)
|
$
|
18,054.1
|
|
•
|
Multifamily Same Property Performance:
Revenues +
9%
; NOI +
11%
|
•
|
Property Operating Income:
Kennedy Wilson's share of 1Q Property NOI grew by
18%
to $52 million from 1Q-2015.
|
•
|
Fund V:
The Company completed fundraising for Kennedy Wilson Fund V, a $500 million private value-add fund targeting the Western U.S. Kennedy Wilson is the largest investor in the fund with a 12% interest. Fund V has a current portfolio of 11 investments with an aggregate purchase price of $506 million, with $315 million of undrawn commitments.
|
•
|
KWE:
Kennedy Wilson's ownership in KWE grew to
20.3%
as of March 31, 2016 compared to 16.0% as of March 31, 2015; KWE annualized NOI grew 16% to £153 million (
$219
million) as of March 31, 2016 from £131 million ($189 million) as of March 31, 2015.
|
•
|
Consolidated Liquidity:
Total consolidated liquidity (including KWE) grew to over $1.6 billion at March 31, 2016 from $1.5 billion at December 31, 2015, including approximately $900 million of cash and $750 million of unused lines of credit.
|
•
|
Investment Transactions:
The Company, together with its equity partners (including KWE), completed investment transactions of
$580 million
:
|
($ in millions)
|
|
Aggregate Purchase / Sale Price
|
|
Cap Rate
(1)
|
|
KW Ownership
|
||
1Q - 2016
|
|
|
|
|
||||
Acquisitions
(2)
|
|
$
|
221.8
|
|
|
5.4%
|
|
22.6%
|
Dispositions
(3)
|
|
358.0
|
|
|
5.0%
|
|
24.0%
|
|
Total
|
|
$
|
579.8
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Multifamily
: Kennedy Wilson and its equity partners acquired three multifamily properties totaling 810 units in the greater Seattle area for $164 million. The Company has a weighted-average ownership of approximately 17% in these properties. The Company's multifamily portfolio in the Pacific Northwest now totals nearly 10,000 units.
|
•
|
The Company and its equity partners sold investments which generated gross proceeds of $358 million, including $221 million by KWE. Kennedy Wilson had a weighted-average interest of 24.0% in these properties and realized gains from sales of $14.8 million during the quarter.
|
•
|
Same Property Results:
The three month change in same property multifamily units and commercial real estate are as follows:
|
|
1Q-2016 vs. 1Q-2015
|
|||||
|
Same Property Units / Sq. Ft. (mm)
|
Occupancy
|
|
Revenue
|
|
NOI
|
Multifamily
|
16,503
|
(0.3)%
|
|
8.8%
|
|
10.9%
|
Commercial
|
5.0 million
|
1.8%
|
|
1.5%
|
|
1.1%
|
|
1Q
|
|
|
|||||||
($ amounts in millions)
|
2016
|
|
2015
|
|
% Change
|
|||||
Adjusted Fees
(1)
|
$
|
30.0
|
|
|
$
|
27.1
|
|
|
11
|
%
|
Adjusted EBITDA
|
12.9
|
|
|
12.8
|
|
|
1
|
%
|
|
|
Three Months Ended
March 31, 2016
|
||||||||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
119.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119.9
|
|
Hotel
|
|
29.1
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
||||
Fees
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
19.1
|
|
||||
Sale of real estate
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Loans and other
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Total Revenue
|
|
153.0
|
|
|
19.1
|
|
|
—
|
|
|
172.1
|
|
||||
Operating expenses
|
|
(75.2
|
)
|
|
(15.9
|
)
|
|
(23.5
|
)
|
|
(114.6
|
)
|
||||
Depreciation expense
|
|
(48.3
|
)
|
|
—
|
|
|
—
|
|
|
(48.3
|
)
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
18.1
|
|
|
1.2
|
|
|
—
|
|
|
19.3
|
|
||||
Operating income (loss)
|
|
47.6
|
|
|
4.4
|
|
|
(23.5
|
)
|
|
28.5
|
|
||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of real estate
|
|
38.4
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
||||
Acquisition - related expenses
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||
Interest expense - interest
|
|
(32.5
|
)
|
|
—
|
|
|
—
|
|
|
(32.5
|
)
|
||||
Interest expense - corporate
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|
(12.1
|
)
|
||||
Other non-operating expenses
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
(Benefit from) provision for income taxes
|
|
(1.0
|
)
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
||||
Total non-operating income (loss)
|
|
3.6
|
|
|
—
|
|
|
(11.6
|
)
|
|
(8.0
|
)
|
||||
Net income (loss)
|
|
51.2
|
|
|
4.4
|
|
|
(35.1
|
)
|
|
20.5
|
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense-investment
|
|
32.5
|
|
|
—
|
|
|
—
|
|
|
32.5
|
|
||||
Interest expense-corporate
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
12.1
|
|
||||
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
5.8
|
|
|
0.3
|
|
|
—
|
|
|
6.1
|
|
||||
Depreciation and amortization
|
|
48.3
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
4.5
|
|
|
0.7
|
|
|
—
|
|
|
5.2
|
|
||||
Provision for income taxes
|
|
1.0
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
||||
Fees eliminated in consolidation
|
|
(7.5
|
)
|
|
7.5
|
|
|
—
|
|
|
—
|
|
||||
Consolidated EBITDA
(1)
|
|
135.8
|
|
|
12.9
|
|
|
(23.5
|
)
|
|
125.2
|
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
EBITDA attributable to noncontrolling interests
(2)
|
|
(70.9
|
)
|
|
—
|
|
|
—
|
|
|
(70.9
|
)
|
||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
17.5
|
|
||||
Adjusted EBITDA
(1)
|
|
$
|
64.9
|
|
|
$
|
12.9
|
|
|
$
|
(6.0
|
)
|
|
$
|
71.8
|
|
|
|
Three Months Ended
March 31, 2015
|
||||||||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
90.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90.4
|
|
Hotel
|
|
23.4
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
||||
Investment management and real estate services fees
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
16.4
|
|
||||
Sale of real estate
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Loans and other
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||
Total Revenue
|
|
121.3
|
|
|
16.4
|
|
|
—
|
|
|
137.7
|
|
||||
Operating expenses
|
|
(59.8
|
)
|
|
(14.4
|
)
|
|
(10.6
|
)
|
|
(84.8
|
)
|
||||
Depreciation expense
|
|
(36.6
|
)
|
|
—
|
|
|
—
|
|
|
(36.6
|
)
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
9.7
|
|
|
1.5
|
|
|
|
|
11.2
|
|
|||||
Operating income (loss)
|
|
34.6
|
|
|
3.5
|
|
|
(10.6
|
)
|
|
27.5
|
|
||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of real estate
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Acquisition - related gains
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||
Acquisition- related expenses
|
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
||||
Interest expense - investments
|
|
(19.4
|
)
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
||||
Interest expense - corporate
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
(13.0
|
)
|
||||
Other non-operating expenses
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Benefit from income taxes
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
8.1
|
|
||||
Total non-operating loss
|
|
(26.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
|
(31.8
|
)
|
||||
Net income (loss)
|
|
7.7
|
|
|
3.5
|
|
|
(15.5
|
)
|
|
(4.3
|
)
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense-investment
|
|
19.4
|
|
|
—
|
|
|
—
|
|
|
19.4
|
|
||||
Interest expense-corporate
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
13.0
|
|
||||
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
6.2
|
|
|
0.2
|
|
|
—
|
|
|
6.4
|
|
||||
Depreciation and amortization
|
|
36.6
|
|
|
—
|
|
|
—
|
|
|
36.6
|
|
||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
8.1
|
|
|
0.7
|
|
|
—
|
|
|
8.8
|
|
||||
Benefit from income taxes
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
(8.1
|
)
|
||||
Fees eliminated in consolidation
|
|
(7.0
|
)
|
|
7.0
|
|
|
—
|
|
|
—
|
|
||||
Consolidated EBITDA
(1)
|
|
71.0
|
|
|
11.4
|
|
|
(10.6
|
)
|
|
71.8
|
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
EBITDA attributable to noncontrolling interests
(2)
|
|
(26.8
|
)
|
|
1.4
|
|
|
—
|
|
|
(25.4
|
)
|
||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
7.3
|
|
||||
Adjusted EBITDA
(1)
|
|
$
|
44.2
|
|
|
$
|
12.8
|
|
|
$
|
(3.3
|
)
|
|
$
|
53.7
|
|
•
|
investment management, including acquisition, asset management and disposition services;
|
•
|
property services, including management of commercial real estate for third-party clients, fund investors, and investments held by KW Group;
|
•
|
research, including consulting practice and data and analytics for the residential real estate development and new home construction industry;
|
•
|
auction and conventional sales, including innovative marketing and sales strategies for all types of commercial and residential real estate, including single family homes, mixed-use developments, estate homes, multifamily dwellings, new home projects, conversions and scattered properties; and
|
•
|
brokerage services, including innovative marketing programs tailored to client objectives for all types of investment grade and income-producing real estate.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(dollars in millions)
|
|
2016
|
|
2015
|
||||
Investment management and real estate services fees
|
|
19.1
|
|
|
16.4
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
||||
Add back:
|
|
|
|
|
||||
Fees eliminated in consolidation
(1)
|
|
7.5
|
|
|
7.0
|
|
||
Kennedy Wilson's share of fees in unconsolidated service businesses
|
|
3.4
|
|
|
3.7
|
|
||
Adjusted Fees
(2)
|
|
$
|
30.0
|
|
|
$
|
27.1
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(dollars in millions)
|
|
2016
|
|
2015
|
||||
Investment management
|
|
17.3
|
|
|
15.2
|
|
||
Real estate related services
|
|
12.7
|
|
|
11.9
|
|
||
Adjusted Fees
(1)
|
|
$
|
30.0
|
|
|
$
|
27.1
|
|
(Dollars in millions)
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Unrealized foreign currency translation gain (loss), net of noncontrolling interests and tax
|
$
|
7.5
|
|
|
$
|
(31.7
|
)
|
Amounts reclassified out of accumulated other comprehensive income during the period
|
—
|
|
|
(0.3
|
)
|
||
Unrealized foreign currency derivative contract (loss) gain, net of noncontrolling interests and tax
|
(6.7
|
)
|
|
11.5
|
|
||
Unrealized gain marketable securities, net of noncontrolling interests and tax
|
0.1
|
|
|
0.1
|
|
||
Other comprehensive income (loss)
|
$
|
0.9
|
|
|
$
|
(20.4
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings:
(1)(4)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment debt
(2)(4)
|
|
$
|
3,766.3
|
|
|
$
|
38.8
|
|
|
$
|
1,265.3
|
|
|
$
|
326.5
|
|
|
$
|
2,135.7
|
|
Line of credit
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes
(3)(4)
|
|
705.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705.0
|
|
|||||
Total borrowings
|
|
4,521.3
|
|
|
38.8
|
|
|
1,315.3
|
|
|
326.5
|
|
|
2,840.7
|
|
|||||
Operating leases
|
|
11.9
|
|
|
2.3
|
|
|
5.3
|
|
|
2.7
|
|
|
1.6
|
|
|||||
Total contractual cash obligations
|
|
$
|
4,533.2
|
|
|
$
|
41.1
|
|
|
$
|
1,320.6
|
|
|
$
|
329.2
|
|
|
$
|
2,842.3
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings:
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment debt
|
|
$
|
1,816.6
|
|
|
$
|
34.2
|
|
|
$
|
560.0
|
|
|
$
|
208.5
|
|
|
$
|
1,013.9
|
|
Line of credit
|
|
50.0
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes
(2)
|
|
705.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705.0
|
|
|||||
Total borrowings
|
|
2,571.6
|
|
|
34.2
|
|
|
610.0
|
|
|
208.5
|
|
|
1,718.9
|
|
|||||
Operating leases
|
|
11.9
|
|
|
2.3
|
|
|
5.3
|
|
|
2.7
|
|
|
1.6
|
|
|||||
Total contractual cash obligations
|
|
$
|
2,583.5
|
|
|
$
|
36.5
|
|
|
$
|
615.3
|
|
|
$
|
211.2
|
|
|
$
|
1,720.5
|
|
|
Three Months Ended
March 31,
|
||||||||
(dollars in millions)
|
2014
|
2013
|
2012
|
||||||
Net income (loss)
|
$
|
49.9
|
|
$
|
(2.6
|
)
|
$
|
1.5
|
|
Non-GAAP Adjustments
|
|
|
|
||||||
Add back:
|
|
|
|
||||||
Interest expense
|
15.8
|
|
11.4
|
|
6.2
|
|
|||
Kennedy Wilson's share of interest expense in unconsolidated investments
|
11.0
|
|
10.6
|
|
7.3
|
|
|||
Depreciation and amortization
|
7.3
|
|
3.1
|
|
0.9
|
|
|||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
14.8
|
|
9.3
|
|
3.9
|
|
|||
Provision for (benefit from) from income taxes
|
8.8
|
|
(1.7
|
)
|
(1.5
|
)
|
|||
Consolidated EBITDA
|
107.6
|
|
30.1
|
|
18.3
|
|
|||
Add back (less):
|
|
|
|
||||||
Share-based compensation
|
1.7
|
|
1.8
|
|
0.9
|
|
|||
EBITDA attributable to noncontrolling interests
|
(40.1
|
)
|
—
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
69.2
|
|
$
|
31.9
|
|
$
|
19.2
|
|
|
Three Months Ended
March 31,
|
||||||||
(dollars in millions)
|
2014
|
2013
|
2012
|
||||||
Investment management, property services and research fees
(1)
|
$
|
13.2
|
|
$
|
13.6
|
|
$
|
10.4
|
|
Non-GAAP adjustments:
|
|
|
|
||||||
Add back:
|
|
|
|
||||||
Fees eliminated in consolidation
|
1.6
|
|
0.7
|
|
0.4
|
|
|||
Kennedy Wilson's share of fees in unconsolidated service businesses
|
3.4
|
|
—
|
|
—
|
|
|||
Adjusted Fees
|
$
|
18.2
|
|
$
|
14.3
|
|
$
|
10.8
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Principal Maturing in:
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
March 31, 2016
|
||||||||||||||||
(Dollars in millions)
|
|
|
||||||||||||||||||||||||||||||
Interest rate sensitive assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
898.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
898.1
|
|
|
$
|
898.1
|
|
Average interest rate
|
|
0.13
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.13
|
%
|
|
—
|
|
||||||||
Fixed rate receivables
|
|
142.3
|
|
|
6.2
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
153.0
|
|
|
153.0
|
|
||||||||
Average interest rate
(1)
|
|
1.00
|
%
|
|
2.16
|
%
|
|
—
|
%
|
|
5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
||||||||
Variable rate receivables
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
12.1
|
|
||||||||
Average interest rate
|
|
—
|
%
|
|
4.09
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.09
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
1,040.4
|
|
|
$
|
18.3
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,063.2
|
|
|
$
|
1,063.2
|
|
Weighted average interest rate
|
|
0.18
|
%
|
|
3.44
|
%
|
|
—
|
%
|
|
5.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.24
|
%
|
|
|
|||||||||
Interest rate sensitive liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate borrowings
|
|
$
|
11.9
|
|
|
$
|
88.5
|
|
|
$
|
198.2
|
|
|
$
|
739.7
|
|
|
$
|
28.3
|
|
|
$
|
248.1
|
|
|
$
|
1,314.7
|
|
|
$
|
1,321.7
|
|
Average interest rate
|
|
3.71
|
%
|
|
2.44
|
%
|
|
3.07
|
%
|
|
2.34
|
%
|
|
2.38
|
%
|
|
2.26
|
%
|
|
2.46
|
%
|
|
—
|
|
||||||||
Fixed rate borrowings
|
|
14.2
|
|
|
92.3
|
|
|
69.6
|
|
|
99.9
|
|
|
234.7
|
|
|
2,695.5
|
|
|
3,206.2
|
|
|
3,232.1
|
|
||||||||
Average interest rate
|
|
5.98
|
%
|
|
5.25
|
%
|
|
4.07
|
%
|
|
4.38
|
%
|
|
3.73
|
%
|
|
4.05
|
%
|
|
4.08
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
26.1
|
|
|
$
|
180.8
|
|
|
$
|
267.8
|
|
|
$
|
839.6
|
|
|
$
|
263.0
|
|
|
$
|
2,943.6
|
|
|
$
|
4,520.9
|
|
|
$
|
4,553.8
|
|
Weighted average interest rate
|
|
4.95
|
%
|
|
3.87
|
%
|
|
3.33
|
%
|
|
2.58
|
%
|
|
3.59
|
%
|
|
3.90
|
%
|
|
3.61
|
%
|
|
|
(in millions)
|
|
GBP
|
|
Euro
|
|
Total
Non-USD
|
|
USD
|
|
Total
|
||||||||||||||||||
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment account
(1)(2)
|
|
$
|
331.5
|
|
17
|
%
|
|
$
|
398.6
|
|
20
|
%
|
|
$
|
730.1
|
|
37
|
%
|
|
$
|
1,234.1
|
|
63
|
%
|
|
$
|
1,964.2
|
|
Cash
|
|
4.4
|
|
—
|
%
|
|
0.5
|
|
—
|
%
|
|
|
—
|
%
|
|
175.9
|
|
97
|
%
|
|
180.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Local currencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment account
|
|
£
|
230.3
|
|
|
|
€
|
350.2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
|
£
|
3.1
|
|
|
|
€
|
0.5
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Hedges, net of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Notional Amount
|
|
£
|
230.2
|
|
|
|
€
|
273.2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rate fluctuation impact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
10% increase
|
|
$
|
6.3
|
|
|
|
$
|
27.6
|
|
|
|
|
|
|
|
|
|
|
||||||||||
10% decrease
|
|
$
|
(9.5
|
)
|
|
|
$
|
(28.4
|
)
|
|
|
|
|
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
10.1
|
|
Supplemental Indenture No. 4 dated January 22, 2016 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association
|
|
|
|
10.2
|
|
Supplemental Indenture No. 5 dated February 11, 2016 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantor named therein and Wilmington Trust, National Association
|
|
|
|
10.3
|
|
Supplemental Indenture No. 12 to the 2042 Notes Indenture dated as of January 22, 2016, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity party thereto, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.
|
|
|
|
10.4
|
|
Supplemental Indenture No. 13 to the 2042 Notes Indenture dated as of February 11, 2016, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantor party thereto and Wilmington Trust, National Association, as trustee.
|
|
|
|
10.5
|
|
Joinder Agreement, dated as of January 22, 2016 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A.
|
|
|
|
10.6
|
|
Joinder Agreement, dated as of February 11, 2016 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A.
|
|
|
|
31.1
|
|
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer.
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.
|
|
|
|
32.2
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
|
|
|
KENNEDY-WILSON HOLDINGS, INC.
|
|
|
|
|
|
Dated:
|
May 6, 2016
|
By:
|
/
S
/ J
USTIN
E
NBODY
|
|
|
|
Justin Enbody
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer
|
|
|
|
and Accounting Officer)
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: |
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
By:
|
Name: |
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: In Ku Lee |
By:
|
Name: |
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
Title:
|
Vice President
|
By:
|
Name: In Ku Lee |
By:
|
Name: |
Name of Guarantor
|
Type of Organization
|
Jurisdiction of Incorporation/Organization
|
Taxpayer ID
|
KW 9350 Civic Center Drive, LLC
|
LLC
|
Delaware
|
46-3905357
|
KW Holiday Village Shopping Center, LLC
|
LLC
|
Delaware
|
46-3905222
|
KW Red Cliff Shopping Center, LLC
|
LLC
|
Delaware
|
46-3905153
|
KW Taylor Yard 55, LLC
|
LLC
|
Delaware
|
46-3905403
|
Name of Guarantor
|
Type of Organization
|
Jurisdiction of Incorporation/Organization
|
Taxpayer ID
|
KW Hilltop Manager II, LLC
|
LLC
|
Delaware
|
46-3905452
|
1.
|
I have reviewed this report on Form 10-Q of Kennedy-Wilson Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ William J. McMorrow
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William J. McMorrow
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Chief Executive Officer and Chairman
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Dated: May 6, 2016
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1.
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I have reviewed this report on Form 10-Q of Kennedy-Wilson Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Justin Enbody
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Justin Enbody
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Chief Financial Officer
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Dated: May 6, 2016
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ William J. McMorrow
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|
William J. McMorrow
|
|
Chief Executive Officer and Chairman
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Justin Enbody
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Justin Enbody
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Chief Financial Officer
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