|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
26-0508760
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Large Accelerated Filer
|
x
|
|
Accelerated Filer
|
o
|
|
|
|
|
|
Non-Accelerated Filer
|
o
|
|
Smaller Reporting Company
|
o
|
|
|
|
|
|
Emerging Growth Company
|
o
|
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, $.0001 par value
|
KW
|
NYSE
|
|
||
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
442.9
|
|
|
$
|
488.0
|
|
Accounts receivable (including $4.3 and $4.2 of related party)
|
43.5
|
|
|
56.6
|
|
||
Real estate and acquired in place lease values (net of accumulated depreciation and amortization of $656.2 and $623.6)
|
5,561.9
|
|
|
5,702.5
|
|
||
Unconsolidated investments (including $710.0 and $662.2 at fair value)
|
907.3
|
|
|
859.9
|
|
||
Other assets, net
|
284.0
|
|
|
274.8
|
|
||
Total assets
(1)
|
$
|
7,239.6
|
|
|
$
|
7,381.8
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
18.4
|
|
|
$
|
24.1
|
|
Accrued expenses and other liabilities
|
464.9
|
|
|
513.7
|
|
||
Mortgage debt
|
2,988.8
|
|
|
2,950.3
|
|
||
KW unsecured debt
|
1,203.3
|
|
|
1,202.0
|
|
||
KWE unsecured bonds
|
1,262.0
|
|
|
1,260.5
|
|
||
Total liabilities
(1)
|
5,937.4
|
|
|
5,950.6
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock, $0.001 par value per share, 200,000,000 authorized, 142,834,730 and 143,205,394 shares issued and outstanding as of March 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,747.2
|
|
|
1,744.6
|
|
||
Accumulated deficit
|
(92.1
|
)
|
|
(56.4
|
)
|
||
Accumulated other comprehensive loss
|
(424.6
|
)
|
|
(441.5
|
)
|
||
Total Kennedy-Wilson Holdings, Inc. shareholders' equity
|
1,230.5
|
|
|
1,246.7
|
|
||
Noncontrolling interests
|
71.7
|
|
|
184.5
|
|
||
Total equity
|
1,302.2
|
|
|
1,431.2
|
|
||
Total liabilities and equity
|
$
|
7,239.6
|
|
|
$
|
7,381.8
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
|
|
|
||||
Rental
|
|
$
|
115.8
|
|
|
$
|
134.3
|
|
Hotel
|
|
15.0
|
|
|
36.3
|
|
||
Sale of real estate
|
|
1.1
|
|
|
9.4
|
|
||
Investment management, property services and research fees (includes $4.8 and $2.8 of related party fees)
|
|
8.8
|
|
|
10.1
|
|
||
Total revenue
|
|
140.7
|
|
|
190.1
|
|
||
Expenses
|
|
|
|
|
||||
Rental
|
|
41.0
|
|
|
41.6
|
|
||
Hotel
|
|
14.6
|
|
|
30.8
|
|
||
Cost of real estate sold
|
|
1.2
|
|
|
8.4
|
|
||
Commission and marketing
|
|
1.0
|
|
|
1.4
|
|
||
Compensation and related (includes $10.4 and $9.9 of share-based compensation)
|
|
35.3
|
|
|
39.6
|
|
||
General and administrative
|
|
10.9
|
|
|
11.4
|
|
||
Depreciation and amortization
|
|
49.1
|
|
|
55.7
|
|
||
Total expenses
|
|
153.1
|
|
|
188.9
|
|
||
Income from unconsolidated investments
|
|
41.7
|
|
|
26.0
|
|
||
Gain on sale of real estate, net
|
|
34.9
|
|
|
28.0
|
|
||
Acquisition-related expenses
|
|
(0.8
|
)
|
|
—
|
|
||
Interest expense
|
|
(55.3
|
)
|
|
(58.9
|
)
|
||
Other (loss) income
|
|
(2.5
|
)
|
|
0.1
|
|
||
Income (loss) before (provision for) benefit from income taxes
|
|
5.6
|
|
|
(3.6
|
)
|
||
(Provision for) benefit from income taxes
|
|
(4.0
|
)
|
|
2.6
|
|
||
Net income (loss)
|
|
1.6
|
|
|
(1.0
|
)
|
||
Net (income) attributable to the noncontrolling interests
|
|
(6.9
|
)
|
|
(1.4
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(5.3
|
)
|
|
$
|
(2.4
|
)
|
Basic and diluted loss per share
|
|
|
|
|
||||
Loss per share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
Weighted average shares outstanding
|
|
139,756,358
|
|
|
147,941,982
|
|
||
Dividends declared per common share
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1.6
|
|
|
$
|
(1.0
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Unrealized foreign currency translation (loss) gain
|
|
(18.3
|
)
|
|
35.4
|
|
||
Amounts reclassified out of AOCI during the period
|
|
—
|
|
|
(0.1
|
)
|
||
Unrealized currency derivative contracts gain (loss)
|
|
32.9
|
|
|
(7.4
|
)
|
||
Total other comprehensive income for the period
|
|
14.6
|
|
|
27.9
|
|
||
|
|
|
|
|
||||
Comprehensive income
|
|
16.2
|
|
|
26.9
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(4.6
|
)
|
|
(6.5
|
)
|
||
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
11.6
|
|
|
$
|
20.4
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Noncontrolling Interests
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2018
|
143,205,394
|
|
|
$
|
—
|
|
|
$
|
1,744.6
|
|
|
$
|
(56.4
|
)
|
|
$
|
(441.5
|
)
|
|
$
|
184.5
|
|
|
$
|
1,431.2
|
|
Restricted stock grants (RSG)
|
31,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares retired due to RSG vesting
|
(250,287
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
||||||
Shares retired due to common stock repurchase program
|
(152,252
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized foreign currency translation loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
(2.3
|
)
|
|
(18.3
|
)
|
||||||
Unrealized foreign currency derivative contract gain, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
||||||
Common stock dividends ($0.21 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
6.9
|
|
|
1.6
|
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
5.3
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122.7
|
)
|
|
(122.7
|
)
|
||||||
Balance at March 31, 2019
|
142,834,730
|
|
|
$
|
—
|
|
|
$
|
1,747.2
|
|
|
$
|
(92.1
|
)
|
|
$
|
(424.6
|
)
|
|
$
|
71.7
|
|
|
$
|
1,302.2
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Noncontrolling Interests
|
|
|
|||||||||||||||
(Dollars in millions, except share amounts)
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2017
|
151,561,284
|
|
|
$
|
—
|
|
|
$
|
1,883.3
|
|
|
$
|
(90.6
|
)
|
|
$
|
(427.1
|
)
|
|
$
|
211.9
|
|
|
$
|
1,577.5
|
|
Shares forfeited
|
(2,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants (RSG)
|
42,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares retired due to RSG vesting
|
(112,115
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
||||||
Shares retired due to common stock repurchase program
|
(1,132,018
|
)
|
|
|
|
(20.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unrealized foreign currency translation gain, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
|
5.1
|
|
|
35.4
|
|
||||||
Unrealized foreign currency derivative contract loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
(7.4
|
)
|
||||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.6
|
)
|
|
—
|
|
|
—
|
|
|
(28.6
|
)
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
1.4
|
|
|
(1.0
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||||
Balance at March 31, 2018
|
150,357,051
|
|
|
$
|
—
|
|
|
$
|
1,871.2
|
|
|
$
|
(121.5
|
)
|
|
$
|
(404.3
|
)
|
|
$
|
221.3
|
|
|
$
|
1,566.7
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1.6
|
|
|
$
|
(1.0
|
)
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
||||
Net gain from sale of real estate
|
|
(34.8
|
)
|
|
(29.1
|
)
|
||
Depreciation and amortization
|
|
49.1
|
|
|
55.7
|
|
||
Above/below and straight-line rent amortization
|
|
(2.0
|
)
|
|
(4.6
|
)
|
||
Benefit from deferred income taxes
|
|
(0.1
|
)
|
|
(4.5
|
)
|
||
Amortization of deferred loan costs
|
|
2.6
|
|
|
3.1
|
|
||
Accretion of interest income on loans
|
|
—
|
|
|
(0.6
|
)
|
||
Amortization of discount and accretion of premium on issuance of the senior notes and investment debt
|
|
0.2
|
|
|
0.1
|
|
||
Unrealized net loss on derivatives
|
|
0.2
|
|
|
0.3
|
|
||
Income from unconsolidated investments
|
|
(41.7
|
)
|
|
(26.0
|
)
|
||
Operating distributions from unconsolidated investments
|
|
12.0
|
|
|
7.9
|
|
||
Deferred compensation
|
|
0.9
|
|
|
—
|
|
||
Share-based compensation
|
|
10.4
|
|
|
9.9
|
|
||
Change in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
9.9
|
|
|
14.6
|
|
||
Other assets
|
|
(6.2
|
)
|
|
0.5
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
(27.2
|
)
|
|
22.5
|
|
||
Net cash (used in) provided by operating activities
|
|
(25.1
|
)
|
|
48.8
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Collections of loans
|
|
—
|
|
|
4.5
|
|
||
Additions to loans
|
|
(0.4
|
)
|
|
—
|
|
||
Net proceeds from sale of consolidated real estate
|
|
177.3
|
|
|
113.9
|
|
||
Purchases of consolidated real estate
|
|
—
|
|
|
(131.2
|
)
|
||
Capital expenditures to real estate
|
|
(56.9
|
)
|
|
(59.0
|
)
|
||
Additions to non refundable escrow deposits
|
|
(5.0
|
)
|
|
(10.4
|
)
|
||
Proceeds from settlement of foreign derivative contracts
|
|
—
|
|
|
(4.2
|
)
|
||
Investment in marketable securities
|
|
—
|
|
|
(0.2
|
)
|
||
Proceeds from sale of marketable securities
|
|
—
|
|
|
7.2
|
|
||
Additions to development project asset
|
|
(1.2
|
)
|
|
(8.4
|
)
|
||
Proceeds from development project asset
|
|
1.7
|
|
|
38.9
|
|
||
Distributions from unconsolidated investments
|
|
5.6
|
|
|
13.1
|
|
||
Contributions to unconsolidated investments
|
|
(20.3
|
)
|
|
(18.8
|
)
|
||
Net cash provided by (used in) investing activities
|
|
100.8
|
|
|
(54.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings under senior notes payable
|
|
—
|
|
|
246.6
|
|
||
Borrowings under line of credit
|
|
—
|
|
|
75.0
|
|
||
Repayment of lines of credit
|
|
—
|
|
|
(175.0
|
)
|
||
Borrowings under investment debt
|
|
296.9
|
|
|
98.0
|
|
||
Repayment of investment debt
|
|
(251.4
|
)
|
|
(29.2
|
)
|
||
Repayment of term loan
|
|
—
|
|
|
(75.0
|
)
|
||
Debt issue costs
|
|
(2.1
|
)
|
|
(4.6
|
)
|
||
Repurchase and retirement of common stock
|
|
(7.9
|
)
|
|
(22.0
|
)
|
||
Dividends paid
|
|
(30.3
|
)
|
|
(29.3
|
)
|
||
KWE closing dividend
|
|
—
|
|
|
(17.2
|
)
|
||
Repayment of shareholder loans to noncontrolling interests
|
|
(10.7
|
)
|
|
—
|
|
||
Contributions from noncontrolling interests
|
|
5.3
|
|
|
13.0
|
|
||
Distributions to noncontrolling interests
|
|
(122.7
|
)
|
|
(1.2
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(122.9
|
)
|
|
79.1
|
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
2.1
|
|
|
8.4
|
|
||
Net change in cash and cash equivalents
(1)
|
|
(45.1
|
)
|
|
81.7
|
|
||
Cash and cash equivalents, beginning of period
|
|
488.0
|
|
|
351.3
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
442.9
|
|
|
$
|
433.0
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
||||
Cash paid for:
|
|
|
|
|
||||
Interest
(1)
|
|
$
|
26.2
|
|
|
$
|
27.7
|
|
Income taxes
|
|
3.4
|
|
|
3.9
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
9.8
|
|
|
$
|
2.7
|
|
Dividends declared but not paid on common stock
|
|
30.3
|
|
|
28.6
|
|
•
|
The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. The Company identified no significant direct financing leases and as operating leases, the Company will continue to report lease expense on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today.
|
•
|
Due to the adoption of ASU 2016-02 the Company has recorded a right of use asset and a corresponding lease liability of
$13.6 million
, which is recorded as a component of other assets, net and accrued expenses, respectively, in the accompanying consolidated balance sheets. The average remaining lease term is
78 years
and weighted average discount rate is
2.9%
as of
March 31, 2019
.
|
•
|
The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new lease standard provides lessors a practical expedient to not separate rental recovery revenue from the associated rental revenue if certain criteria are met. The Company assessed these criteria and concluded that the timing and pattern of transfer for rental recoveries and the associated rental revenue are the same and its leases will continue to qualify as operating leases under which the Company will recognize rental revenue. Accordingly, the Company will account for and present rental revenue and rental recovery revenue as a single component.
|
•
|
The new lease standard requires that lessors expense, on an as-incurred basis, certain initial direct costs including the salaries and related costs for employees directly working on leasing activities. Prior to adoption, these costs could be capitalized. The Company did not typically incur costs such as these but to the extent that it does going forward they will be expensed in the period in which they are incurred
|
•
|
The Company has elected the practical expedients available for implementation and consequently there is no opening balance impact related to: (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. Further, because the accounting for leases by the lessor is substantially unchanged and it has elected the practical expedients to not separate rental recovery revenue from the associated rental revenue, the ASU did not have a significant impact on its results of operations or financial position.
|
|
|
March 31,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
1,343.1
|
|
|
$
|
1,371.3
|
|
Buildings
|
|
4,097.8
|
|
|
3,958.4
|
|
||
Building improvements
|
|
432.2
|
|
|
652.0
|
|
||
In-place lease values
|
|
345.0
|
|
|
344.4
|
|
||
|
|
6,218.1
|
|
|
6,326.1
|
|
||
Less accumulated depreciation and amortization
|
|
(656.2
|
)
|
|
(623.6
|
)
|
||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
$
|
5,561.9
|
|
|
$
|
5,702.5
|
|
(Dollars in millions)
|
Minimum
|
||
|
Rental Revenues
(1)
|
||
2019 (remainder)
|
$
|
151.9
|
|
2020
|
199.6
|
|
|
2021
|
173.7
|
|
|
2022
|
158.6
|
|
|
2023
|
129.6
|
|
|
Thereafter
|
609.9
|
|
|
Total
|
$
|
1,423.3
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Hotel
|
Funds
|
Residential and Other
|
Total
|
||||||||||||
Western U.S.
|
$
|
204.5
|
|
$
|
56.3
|
|
$
|
68.0
|
|
$
|
106.2
|
|
$
|
194.4
|
|
$
|
629.4
|
|
Ireland
|
225.3
|
|
41.3
|
|
—
|
|
—
|
|
—
|
|
266.6
|
|
||||||
United Kingdom
|
—
|
|
11.3
|
|
—
|
|
—
|
|
—
|
|
11.3
|
|
||||||
Total
|
$
|
429.8
|
|
$
|
108.9
|
|
$
|
68.0
|
|
$
|
106.2
|
|
$
|
194.4
|
|
$
|
907.3
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Hotel
|
Funds
|
Residential and Other
|
Total
|
||||||||||||
Western U.S.
|
$
|
184.1
|
|
$
|
47.0
|
|
$
|
70.9
|
|
$
|
102.5
|
|
$
|
193.8
|
|
$
|
598.3
|
|
Ireland
|
216.5
|
|
35.2
|
|
—
|
|
—
|
|
—
|
|
251.7
|
|
||||||
United Kingdom
|
—
|
|
9.9
|
|
—
|
|
—
|
|
—
|
|
9.9
|
|
||||||
Total
|
$
|
400.6
|
|
$
|
92.1
|
|
$
|
70.9
|
|
$
|
102.5
|
|
$
|
193.8
|
|
$
|
859.9
|
|
|
Multifamily
|
Commercial
|
Funds
|
Residential and Other
|
Total
|
|||||||||||||||||||||||||
(Dollars in millions)
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
||||||||||||||||||||
Western U.S.
|
$
|
9.1
|
|
$
|
3.1
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.9
|
|
$
|
0.2
|
|
$
|
0.2
|
|
$
|
2.3
|
|
$
|
10.9
|
|
$
|
5.6
|
|
Ireland
|
1.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
—
|
|
||||||||||
Total
|
$
|
10.2
|
|
$
|
3.1
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.9
|
|
$
|
0.2
|
|
$
|
0.2
|
|
$
|
2.3
|
|
$
|
12.0
|
|
$
|
5.6
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
||||
Income from unconsolidated investments - operating performance
|
|
$
|
8.8
|
|
|
$
|
2.7
|
|
Income from unconsolidated investments - realized gains
|
|
2.4
|
|
|
0.3
|
|
||
Income from unconsolidated investments - fair value
|
|
28.3
|
|
|
12.7
|
|
||
Income from unconsolidated investments - performance fees
|
|
2.2
|
|
|
10.3
|
|
||
|
|
$
|
41.7
|
|
|
$
|
26.0
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Unconsolidated investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
710.0
|
|
|
$
|
710.0
|
|
Net currency derivative contracts
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(9.1
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(9.1
|
)
|
|
$
|
710.0
|
|
|
$
|
700.9
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Unconsolidated investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
662.2
|
|
|
$
|
662.2
|
|
Net currency derivative contracts
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
(15.8
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(15.8
|
)
|
|
$
|
662.2
|
|
|
$
|
646.4
|
|
(Dollars in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
FV Option
|
$
|
603.9
|
|
|
$
|
559.7
|
|
Funds
|
106.1
|
|
|
102.5
|
|
||
Total
|
$
|
710.0
|
|
|
$
|
662.2
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
662.2
|
|
|
$
|
380.7
|
|
Unrealized and realized gains
|
41.2
|
|
|
29.3
|
|
||
Unrealized and realized losses
|
(6.0
|
)
|
|
(2.8
|
)
|
||
Contributions
|
19.6
|
|
|
14.6
|
|
||
Distributions
|
(7.4
|
)
|
|
(14.7
|
)
|
||
Non-cash contributions (distributions)
|
0.4
|
|
|
(0.2
|
)
|
||
Ending Balance
|
$
|
710.0
|
|
|
$
|
406.9
|
|
|
Estimated Rates Used for
|
||
|
Capitalization Rates
|
|
Discount Rates
|
Multifamily
|
4.50% — 7.75%
|
|
7.75% — 9.75%
|
Office
|
4.75% — 6.50%
|
|
7.00% — 8.00%
|
Retail
|
6.50% — 10.00%
|
|
8.00% — 11.75%
|
Hotel
|
6.00% — 7.75%
|
|
8.25% — 10.00%
|
Residential
|
N/A
|
|
12.00%
|
(Dollars, Euros and British Pound Sterlings in millions)
|
|
March 31, 2019
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||
Currency Hedged
|
Underlying Currency
|
Notional
|
Hedge Asset
|
|
Hedge Liability
|
|
Change in Unrealized Gains (Losses)
|
|
Realized Gains (Losses)
|
|
Cash Received (Paid)
|
||||||||||||
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EUR
|
USD
|
€
|
175.0
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
EUR
(1)
|
GBP
|
€
|
240.8
|
|
—
|
|
|
(46.0
|
)
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|||||
EUR
(1)(2)
|
GBP
|
|
—
|
|
|
—
|
|
|
26.4
|
|
|
—
|
|
|
—
|
|
|||||||
GBP
|
USD
|
£
|
630.0
|
|
30.6
|
|
|
(2.0
|
)
|
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Total Outstanding
|
|
38.9
|
|
|
(48.0
|
)
|
|
30.9
|
|
|
3.1
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Settled
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GBP
|
USD
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total Settled
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
38.9
|
|
|
$
|
(48.0
|
)
|
|
$
|
30.4
|
|
(3)
|
$
|
3.1
|
|
|
$
|
—
|
|
(Dollars in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Hedge assets
|
|
$
|
38.8
|
|
|
$
|
43.7
|
|
Above-market leases, net of accumulated amortization of $50.6 and $48.3 at March 31, 2019 and December 31, 2018, respectively
|
|
34.1
|
|
|
37.2
|
|
||
Straight line rent
|
|
36.5
|
|
|
34.6
|
|
||
Loan purchases and originations
|
|
27.7
|
|
|
27.8
|
|
||
Furniture and equipment net of accumulated depreciation of $34.5 and $37.9 at March 31, 2019 and December 31, 2018, respectively
|
|
27.1
|
|
|
31.4
|
|
||
Deferred taxes
|
|
26.1
|
|
|
24.7
|
|
||
Goodwill
|
|
23.9
|
|
|
23.9
|
|
||
Right of use asset
|
|
13.6
|
|
|
—
|
|
||
Prepaid expenses
|
|
13.4
|
|
|
13.7
|
|
||
Leasing commissions, net of accumulated amortization of $3.7 and $3.3 at March 31, 2019 and December 31, 2018, respectively
|
|
12.9
|
|
|
11.5
|
|
||
Other, net of accumulated amortization of $2.9 and $2.8 at March 31, 2019 and December 31, 2018, respectively
|
|
11.5
|
|
|
10.9
|
|
||
Deposits
|
|
6.5
|
|
|
6.5
|
|
||
VAT receivable
|
|
6.0
|
|
|
2.3
|
|
||
Development project asset
|
|
5.9
|
|
|
6.6
|
|
||
Other Assets, net
|
|
$
|
284.0
|
|
|
$
|
274.8
|
|
(Dollars in millions)
|
Minimum
|
||
|
Rental Payments
|
||
2019 (remainder)
|
$
|
1.0
|
|
2020
|
1.4
|
|
|
2021
|
1.4
|
|
|
2022
|
1.4
|
|
|
2023
|
0.7
|
|
|
Thereafter
|
34.0
|
|
|
Total undiscounted rental payments
|
39.9
|
|
|
Less imputed interest
|
(26.3
|
)
|
|
Total lease liabilities
|
$
|
13.6
|
|
(Dollars in millions)
|
|
|
|
Carrying amount of
mortgage debt as of
(1)
|
||||||
Mortgage Debt by Product Type
|
|
Region
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Multifamily
(1)
|
|
Western U.S.
|
|
$
|
1,285.3
|
|
|
$
|
1,286.2
|
|
Commercial
(1)
|
|
United Kingdom
|
|
426.2
|
|
|
499.6
|
|
||
Commercial
(1)
|
|
Ireland
|
|
513.7
|
|
|
438.9
|
|
||
Commercial
|
|
Western U.S.
|
|
356.4
|
|
|
385.3
|
|
||
Multifamily
(1)
|
|
Ireland
|
|
259.2
|
|
|
147.8
|
|
||
Commercial
|
|
Spain
|
|
88.0
|
|
|
90.1
|
|
||
Hotel
|
|
Ireland
|
|
80.8
|
|
|
82.5
|
|
||
Hotel
|
|
Western U.S.
|
|
—
|
|
|
37.9
|
|
||
Mortgage debt (excluding loan fees)
(1)
|
|
|
|
3,009.6
|
|
|
2,968.3
|
|
||
Unamortized loan fees
|
|
|
|
(20.8
|
)
|
|
(18.0
|
)
|
||
Total Investment Debt
|
|
|
|
$
|
2,988.8
|
|
|
$
|
2,950.3
|
|
(Dollars in millions)
|
|
Aggregate Maturities
|
||
2019
|
|
$
|
67.8
|
|
2020
|
|
109.9
|
|
|
2021
|
|
105.8
|
|
|
2022
|
|
300.7
|
|
|
2023
|
|
380.2
|
|
|
Thereafter
|
|
2,043.4
|
|
|
|
|
3,007.8
|
|
|
Debt premium
|
|
1.8
|
|
|
Unamortized loan fees
|
|
(20.8
|
)
|
|
Total Mortgage Debt
|
|
$
|
2,988.8
|
|
(Dollars in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Credit facility
|
|
$
|
75.0
|
|
|
$
|
75.0
|
|
Senior notes
(1)
|
|
1,145.5
|
|
|
1,145.3
|
|
||
KW unsecured debt
|
|
1,220.5
|
|
|
1,220.3
|
|
||
Unamortized loan fees
|
|
(17.2
|
)
|
|
(18.3
|
)
|
||
Total KW Unsecured Debt
|
|
$
|
1,203.3
|
|
|
$
|
1,202.0
|
|
(Dollars in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
KWE Bonds
|
|
$
|
651.5
|
|
|
$
|
637.3
|
|
KWE Euro Medium Term Note Programme
|
|
614.6
|
|
|
627.4
|
|
||
KWE Unsecured Bonds (excluding loan fees)
(1)
|
|
1,266.1
|
|
|
1,264.7
|
|
||
Unamortized loan fees
|
|
(4.1
|
)
|
|
(4.2
|
)
|
||
Total KWE Unsecured Bonds
|
|
$
|
1,262.0
|
|
|
$
|
1,260.5
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||
(Dollars in millions)
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
||||||||
Common Stock
(1)
|
|
$
|
30.3
|
|
|
$
|
30.3
|
|
|
$
|
28.6
|
|
|
$
|
29.3
|
|
(Dollars in millions)
|
|
Foreign Currency Translation
|
|
Currency Derivative Contracts
|
|
Total Accumulated Other Comprehensive Loss
(1)
|
||||||
Balance at December 31, 2018
|
|
$
|
(94.1
|
)
|
|
$
|
11.0
|
|
|
$
|
(83.1
|
)
|
Unrealized (losses) gains, arising during the period
|
|
(18.6
|
)
|
|
30.4
|
|
|
11.8
|
|
|||
Noncontrolling interest
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||
Deferred taxes on unrealized gains, arising during the period
|
|
0.3
|
|
|
2.5
|
|
|
2.8
|
|
|||
Balance at March 31, 2019
|
|
$
|
(110.1
|
)
|
|
$
|
43.9
|
|
|
$
|
(66.2
|
)
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions, except share and per share amounts)
|
2019
|
|
2018
|
||||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
(5.3
|
)
|
|
$
|
(2.4
|
)
|
Dividends allocated to participating securities
|
—
|
|
|
(0.2
|
)
|
||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
(5.3
|
)
|
|
(2.6
|
)
|
||
Dividends declared on common shares
|
(30.4
|
)
|
|
(28.4
|
)
|
||
Undistributed losses attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
$
|
(35.7
|
)
|
|
$
|
(31.0
|
)
|
|
|
|
|
||||
Distributed earnings per share
|
$
|
0.21
|
|
|
$
|
0.19
|
|
Undistributed losses per share
|
(0.25
|
)
|
|
(0.21
|
)
|
||
Income per basic and diluted share
|
(0.04
|
)
|
|
(0.02
|
)
|
||
|
|
|
|
||||
Weighted average shares outstanding for basic and diluted
(1)
|
139,756,358
|
|
|
147,941,982
|
|
||
Dividends declared per common share
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
115.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115.8
|
|
Hotel
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||
Sale of real estate
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Investment management, property services and research fees
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||
Total revenue
|
|
131.9
|
|
|
8.8
|
|
|
—
|
|
|
140.7
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
41.0
|
|
|
—
|
|
|
—
|
|
|
41.0
|
|
||||
Hotel
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||
Cost of real estate sold
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||
Commission and marketing
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Compensation and related
|
|
15.1
|
|
|
5.1
|
|
|
15.1
|
|
|
35.3
|
|
||||
General and administrative
|
|
7.5
|
|
|
1.7
|
|
|
1.7
|
|
|
10.9
|
|
||||
Depreciation and amortization
|
|
49.1
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
||||
Total expenses
|
|
128.5
|
|
|
7.8
|
|
|
16.8
|
|
|
153.1
|
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
39.5
|
|
|
2.2
|
|
|
—
|
|
|
41.7
|
|
||||
Gain on sale of real estate, net
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
||||
Acquisition-related expenses
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Interest expense
|
|
(37.1
|
)
|
|
—
|
|
|
(18.2
|
)
|
|
(55.3
|
)
|
||||
Other income
|
|
0.5
|
|
|
—
|
|
|
(3.0
|
)
|
|
(2.5
|
)
|
||||
Provision for income taxes
|
|
(2.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
(4.0
|
)
|
||||
Net income (loss)
|
|
38.3
|
|
|
3.2
|
|
|
(39.9
|
)
|
|
1.6
|
|
||||
Net (income) attributable to noncontrolling interests
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
31.4
|
|
|
$
|
3.2
|
|
|
$
|
(39.9
|
)
|
|
$
|
(5.3
|
)
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
134.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134.3
|
|
Hotel
|
|
36.3
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
||||
Sale of real estate
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
||||
Investment management, property services and research fees
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
||||
Total revenue
|
|
180.0
|
|
|
10.1
|
|
|
—
|
|
|
190.1
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
41.6
|
|
|
—
|
|
|
—
|
|
|
41.6
|
|
||||
Hotel
|
|
30.8
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
||||
Cost of real estate sold
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||
Commission and marketing
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Compensation and related
|
|
16.2
|
|
|
8.8
|
|
|
14.6
|
|
|
39.6
|
|
||||
General and administrative
|
|
7.2
|
|
|
2.9
|
|
|
1.3
|
|
|
11.4
|
|
||||
Depreciation and amortization
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
||||
Total expenses
|
|
159.9
|
|
|
13.1
|
|
|
15.9
|
|
|
188.9
|
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
15.7
|
|
|
10.3
|
|
|
—
|
|
|
26.0
|
|
||||
Gain on sale of real estate, net
|
|
28.0
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
||||
Interest expense
|
|
(38.9
|
)
|
|
—
|
|
|
(20.0
|
)
|
|
(58.9
|
)
|
||||
Other income
|
|
0.6
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.1
|
|
||||
Provision for income taxes
|
|
0.6
|
|
|
—
|
|
|
2.0
|
|
|
2.6
|
|
||||
Net income (loss)
|
|
26.1
|
|
|
7.3
|
|
|
(34.4
|
)
|
|
(1.0
|
)
|
||||
Net (income) attributable to noncontrolling interests
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
24.7
|
|
|
$
|
7.3
|
|
|
$
|
(34.4
|
)
|
|
$
|
(2.4
|
)
|
(Dollars in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Total assets
|
|
|
|
|
||||
Investments
|
|
$
|
6,965.8
|
|
|
$
|
7,155.0
|
|
Investment management and real estate services
|
|
51.9
|
|
|
64.3
|
|
||
Corporate
|
|
221.9
|
|
|
162.5
|
|
||
Total assets
|
|
$
|
7,239.6
|
|
|
$
|
7,381.8
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2019
(Dollars in millions)
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
36.1
|
|
|
$
|
117.0
|
|
|
$
|
289.8
|
|
|
$
|
—
|
|
|
$
|
442.9
|
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
34.5
|
|
|
—
|
|
|
43.5
|
|
||||||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
—
|
|
|
—
|
|
|
1,866.6
|
|
|
3,695.3
|
|
|
—
|
|
|
5,561.9
|
|
||||||
Unconsolidated investments
|
|
—
|
|
|
18.6
|
|
|
435.3
|
|
|
453.4
|
|
|
—
|
|
|
907.3
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
1,260.9
|
|
|
2,575.2
|
|
|
1,357.7
|
|
|
—
|
|
|
(5,193.8
|
)
|
|
—
|
|
||||||
Other assets
|
|
—
|
|
|
5.0
|
|
|
61.1
|
|
|
217.9
|
|
|
—
|
|
|
284.0
|
|
||||||
Total assets
|
|
$
|
1,260.9
|
|
|
$
|
2,634.9
|
|
|
$
|
3,846.7
|
|
|
$
|
4,690.9
|
|
|
$
|
(5,193.8
|
)
|
|
$
|
7,239.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
2.1
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
18.4
|
|
Accrued expenses and other liabilities
|
|
30.4
|
|
|
170.1
|
|
|
57.1
|
|
|
207.3
|
|
|
—
|
|
|
464.9
|
|
||||||
Mortgage debt
|
|
—
|
|
|
—
|
|
|
1,212.3
|
|
|
1,776.5
|
|
|
—
|
|
|
2,988.8
|
|
||||||
KW unsecured debt
|
|
—
|
|
|
1,203.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,203.3
|
|
||||||
KWE unsecured bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,262.0
|
|
|
—
|
|
|
1,262.0
|
|
||||||
Total liabilities
|
|
30.4
|
|
|
1,374.0
|
|
|
1,271.5
|
|
|
3,261.5
|
|
|
—
|
|
|
5,937.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
1,230.5
|
|
|
1,260.9
|
|
|
2,575.2
|
|
|
1,357.7
|
|
|
(5,193.8
|
)
|
|
1,230.5
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.7
|
|
|
—
|
|
|
71.7
|
|
||||||
Total equity
|
|
1,230.5
|
|
|
1,260.9
|
|
|
2,575.2
|
|
|
1,429.4
|
|
|
(5,193.8
|
)
|
|
1,302.2
|
|
||||||
Total liabilities and equity
|
|
$
|
1,260.9
|
|
|
$
|
2,634.9
|
|
|
$
|
3,846.7
|
|
|
$
|
4,690.9
|
|
|
$
|
(5,193.8
|
)
|
|
$
|
7,239.6
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2018
(Dollars in millions)
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
101.9
|
|
|
$
|
384.2
|
|
|
$
|
—
|
|
|
$
|
488.0
|
|
Accounts receivable
|
|
—
|
|
|
0.8
|
|
|
4.4
|
|
|
51.4
|
|
|
—
|
|
|
56.6
|
|
||||||
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
—
|
|
|
—
|
|
|
1,870.6
|
|
|
3,831.9
|
|
|
—
|
|
|
5,702.5
|
|
||||||
Unconsolidated investments
|
|
—
|
|
|
19.2
|
|
|
433.4
|
|
|
407.3
|
|
|
—
|
|
|
859.9
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
1,276.9
|
|
|
2,652.7
|
|
|
1,458.3
|
|
|
—
|
|
|
(5,387.9
|
)
|
|
—
|
|
||||||
Other assets
|
|
—
|
|
|
0.9
|
|
|
68.6
|
|
|
205.3
|
|
|
—
|
|
|
274.8
|
|
||||||
Total assets
|
|
$
|
1,276.9
|
|
|
$
|
2,675.5
|
|
|
$
|
3,937.2
|
|
|
$
|
4,880.1
|
|
|
$
|
(5,387.9
|
)
|
|
$
|
7,381.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
1.9
|
|
|
$
|
21.5
|
|
|
$
|
—
|
|
|
24.1
|
|
|
Accrued expense and other liabilities
|
|
30.2
|
|
|
195.9
|
|
|
70.0
|
|
|
217.6
|
|
|
—
|
|
|
513.7
|
|
||||||
Mortgage debt
|
|
—
|
|
|
—
|
|
|
1,212.6
|
|
|
1,737.7
|
|
|
—
|
|
|
2,950.3
|
|
||||||
KW unsecured debt
|
|
—
|
|
|
1,202.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,202.0
|
|
||||||
KWE unsecured bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,260.5
|
|
|
—
|
|
|
1,260.5
|
|
||||||
Total liabilities
|
|
30.2
|
|
|
1,398.6
|
|
|
1,284.5
|
|
|
3,237.3
|
|
|
—
|
|
|
5,950.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
1,246.7
|
|
|
1,276.9
|
|
|
2,652.7
|
|
|
1,458.3
|
|
|
(5,387.9
|
)
|
|
1,246.7
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184.5
|
|
|
—
|
|
|
184.5
|
|
||||||
Total equity
|
|
1,246.7
|
|
|
1,276.9
|
|
|
2,652.7
|
|
|
1,642.8
|
|
|
(5,387.9
|
)
|
|
1,431.2
|
|
||||||
Total liabilities and equity
|
|
$
|
1,276.9
|
|
|
$
|
2,675.5
|
|
|
$
|
3,937.2
|
|
|
$
|
4,880.1
|
|
|
$
|
(5,387.9
|
)
|
|
$
|
7,381.8
|
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2019
(Dollars in millions)
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rental
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42.3
|
|
|
$
|
73.5
|
|
|
$
|
—
|
|
|
$
|
115.8
|
|
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Investment management, property services and research fees
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
0.6
|
|
|
—
|
|
|
8.8
|
|
||||||
Total revenue
|
|
—
|
|
|
—
|
|
|
50.5
|
|
|
90.2
|
|
|
—
|
|
|
140.7
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rental
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|
25.8
|
|
|
—
|
|
|
41.0
|
|
||||||
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
14.6
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Commission and marketing
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Compensation and related
|
|
10.4
|
|
|
13.8
|
|
|
9.7
|
|
|
1.4
|
|
|
—
|
|
|
35.3
|
|
||||||
General and administrative
|
|
—
|
|
|
5.0
|
|
|
4.3
|
|
|
1.6
|
|
|
—
|
|
|
10.9
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
0.3
|
|
|
15.1
|
|
|
33.7
|
|
|
—
|
|
|
49.1
|
|
||||||
Total expenses
|
|
10.4
|
|
|
19.1
|
|
|
45.3
|
|
|
78.3
|
|
|
—
|
|
|
153.1
|
|
||||||
Income from unconsolidated subsidiaries
|
|
—
|
|
|
0.2
|
|
|
0.8
|
|
|
40.7
|
|
|
—
|
|
|
41.7
|
|
||||||
Income from consolidated subsidiaries
|
|
12.0
|
|
|
50.7
|
|
|
56.0
|
|
|
—
|
|
|
(118.7
|
)
|
|
—
|
|
||||||
Gain on sale of real estate, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
|
—
|
|
|
34.9
|
|
||||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Interest expense
|
|
—
|
|
|
(18.2
|
)
|
|
(12.1
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(55.3
|
)
|
||||||
Other income (loss)
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.5
|
)
|
||||||
Income (loss) before benefit from (provision for) income taxes
|
|
1.6
|
|
|
13.9
|
|
|
49.9
|
|
|
58.9
|
|
|
(118.7
|
)
|
|
5.6
|
|
||||||
Benefit from (provision for) income taxes
|
|
—
|
|
|
(1.9
|
)
|
|
0.8
|
|
|
(2.9
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Net income (loss)
|
|
1.6
|
|
|
12.0
|
|
|
50.7
|
|
|
56.0
|
|
|
(118.7
|
)
|
|
1.6
|
|
||||||
Net income attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
1.6
|
|
|
$
|
12.0
|
|
|
$
|
50.7
|
|
|
$
|
49.1
|
|
|
$
|
(118.7
|
)
|
|
$
|
(5.3
|
)
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2018
(Dollars in millions)
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rental
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42.7
|
|
|
$
|
91.6
|
|
|
$
|
—
|
|
|
$
|
134.3
|
|
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
|
—
|
|
|
36.3
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
||||||
Investment management, property services and research fees
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
0.7
|
|
|
—
|
|
|
10.1
|
|
||||||
Total revenue
|
|
—
|
|
|
—
|
|
|
52.1
|
|
|
138.0
|
|
|
—
|
|
|
190.1
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rental
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|
28.1
|
|
|
—
|
|
|
41.6
|
|
||||||
Hotel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
|
—
|
|
|
30.8
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||||
Commission and marketing
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Compensation and related
|
|
9.9
|
|
|
13.6
|
|
|
14.8
|
|
|
1.3
|
|
|
—
|
|
|
39.6
|
|
||||||
General and administrative
|
|
—
|
|
|
3.9
|
|
|
5.0
|
|
|
2.5
|
|
|
—
|
|
|
11.4
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
0.4
|
|
|
14.8
|
|
|
40.5
|
|
|
—
|
|
|
55.7
|
|
||||||
Total expenses
|
|
9.9
|
|
|
17.9
|
|
|
49.5
|
|
|
111.6
|
|
|
—
|
|
|
188.9
|
|
||||||
Income from unconsolidated investments
|
|
—
|
|
|
(0.9
|
)
|
|
16.2
|
|
|
10.7
|
|
|
—
|
|
|
26.0
|
|
||||||
Income from consolidated subsidiaries
|
|
8.9
|
|
|
45.9
|
|
|
37.5
|
|
|
—
|
|
|
(92.3
|
)
|
|
—
|
|
||||||
Gain on sale of real estate, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
28.0
|
|
||||||
Interest expense
|
|
—
|
|
|
(20.0
|
)
|
|
(11.5
|
)
|
|
(27.4
|
)
|
|
—
|
|
|
(58.9
|
)
|
||||||
Other income
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
||||||
Income before provision for income taxes
|
|
(1.0
|
)
|
|
6.9
|
|
|
44.8
|
|
|
38.0
|
|
|
(92.3
|
)
|
|
(3.6
|
)
|
||||||
Provision for income taxes
|
|
—
|
|
|
2.0
|
|
|
1.1
|
|
|
(0.5
|
)
|
|
—
|
|
|
2.6
|
|
||||||
Net income (loss)
|
|
(1.0
|
)
|
|
8.9
|
|
|
45.9
|
|
|
37.5
|
|
|
(92.3
|
)
|
|
(1.0
|
)
|
||||||
Net Income attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(1.0
|
)
|
|
$
|
8.9
|
|
|
$
|
45.9
|
|
|
$
|
36.1
|
|
|
$
|
(92.3
|
)
|
|
$
|
(2.4
|
)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2019
(Dollars in millions)
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net income
|
|
$
|
1.6
|
|
|
$
|
12.0
|
|
|
$
|
50.7
|
|
|
$
|
56.0
|
|
|
$
|
(118.7
|
)
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized foreign currency translation gain
|
|
(18.3
|
)
|
|
(18.3
|
)
|
|
7.9
|
|
|
(18.3
|
)
|
|
28.7
|
|
|
(18.3
|
)
|
||||||
Amounts reclassified out of AOCI during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized currency derivative contracts loss
|
|
32.9
|
|
|
32.9
|
|
|
(8.0
|
)
|
|
40.9
|
|
|
(65.8
|
)
|
|
32.9
|
|
||||||
Total other comprehensive (loss) income for the period
|
|
$
|
14.6
|
|
|
$
|
14.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
22.6
|
|
|
$
|
(37.1
|
)
|
|
$
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
|
$
|
16.2
|
|
|
$
|
26.6
|
|
|
$
|
50.6
|
|
|
$
|
78.6
|
|
|
$
|
(155.8
|
)
|
|
$
|
16.2
|
|
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
||||||
Comprehensive income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
16.2
|
|
|
$
|
26.6
|
|
|
$
|
50.6
|
|
|
$
|
74.0
|
|
|
$
|
(155.8
|
)
|
|
$
|
11.6
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2018
(Dollars in millions)
|
|||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
|||||||||||||
Net income (loss)
|
|
$
|
(1.0
|
)
|
|
$
|
8.9
|
|
|
$
|
45.9
|
|
|
$
|
37.5
|
|
|
$
|
(92.3
|
)
|
|
$
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unrealized foreign currency translation gain
|
|
35.4
|
|
|
35.4
|
|
|
18.4
|
|
|
35.3
|
|
|
(89.1
|
)
|
|
35.4
|
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Unrealized currency derivative contracts loss
|
|
(7.4
|
)
|
|
(7.4
|
)
|
|
(18.2
|
)
|
|
10.8
|
|
|
14.8
|
|
|
(7.4
|
)
|
|||||||
Total other comprehensive income for the period
|
|
$
|
27.9
|
|
|
$
|
27.9
|
|
|
$
|
0.2
|
|
|
$
|
46.1
|
|
|
$
|
(74.2
|
)
|
|
$
|
27.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Comprehensive income
|
|
$
|
26.9
|
|
|
$
|
36.8
|
|
|
$
|
46.1
|
|
|
$
|
83.6
|
|
|
$
|
(166.5
|
)
|
|
$
|
26.9
|
|
|
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||||
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
26.9
|
|
|
$
|
36.8
|
|
|
$
|
46.1
|
|
|
$
|
77.1
|
|
|
$
|
(166.5
|
)
|
|
$
|
20.4
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2019
(Dollars in millions)
|
||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
0.2
|
|
|
$
|
(61.6
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
37.7
|
|
|
$
|
(25.1
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to loans
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Collections of loans
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177.3
|
|
|
177.3
|
|
|||||
Purchases of consolidated real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures to real estate
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
(46.6
|
)
|
|
(56.9
|
)
|
|||||
Distributions from unconsolidated investments
|
|
—
|
|
|
0.8
|
|
|
1.7
|
|
|
3.1
|
|
|
5.6
|
|
|||||
Contributions to unconsolidated investments
|
|
—
|
|
|
(0.4
|
)
|
|
(14.2
|
)
|
|
(5.7
|
)
|
|
(20.3
|
)
|
|||||
Additions to development project assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||
Proceeds from development project assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
|||||
Non refundable escrow deposits
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Distributions from (investments in) consolidated subsidiaries, net
|
|
38.0
|
|
|
100.4
|
|
|
40.0
|
|
|
(178.4
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
38.0
|
|
|
95.8
|
|
|
16.8
|
|
|
(49.8
|
)
|
|
100.8
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under senior notes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings under line of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repayment of line of credit
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Borrowings under investment debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296.9
|
|
|
296.9
|
|
|||||
Repayment of investment debt
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(251.1
|
)
|
|
(251.4
|
)
|
|||||
Repayment of term loan
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt issue costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|||||
Repurchase and retirement of common stock
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|||||
Dividends paid
|
|
(30.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
|||||
KWE closing dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Repayment of shareholder loans to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.7
|
)
|
|
(10.7
|
)
|
|||||
Contributions from noncontrolling interests, excluding KWE
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
5.3
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122.7
|
)
|
|
(122.7
|
)
|
|||||
Net cash (used in) financing activities
|
|
(38.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(84.4
|
)
|
|
(122.9
|
)
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
34.2
|
|
|
15.1
|
|
|
(94.4
|
)
|
|
(45.1
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
1.9
|
|
|
101.9
|
|
|
384.2
|
|
|
488.0
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
36.1
|
|
|
$
|
117.0
|
|
|
$
|
289.8
|
|
|
$
|
442.9
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2018
(Dollars in millions)
|
||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
0.5
|
|
|
$
|
(12.9
|
)
|
|
$
|
11.9
|
|
|
$
|
49.3
|
|
|
$
|
48.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collections of loans
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.9
|
|
|
113.9
|
|
|||||
Purchase of consolidated real estate
|
|
—
|
|
|
—
|
|
|
(127.1
|
)
|
|
(4.1
|
)
|
|
(131.2
|
)
|
|||||
Capital expenditures to real estate
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(54.0
|
)
|
|
(59.0
|
)
|
|||||
Additions to nonrefundable escrow deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
(10.4
|
)
|
|||||
Proceeds from settlement of foreign derivative contracts
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|||||
Purchases of foreign derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in marketable securities
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Proceeds from sale of marketable securities
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|||||
Distributions from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
8.0
|
|
|
13.1
|
|
|||||
Contributions to unconsolidated investments
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|
(9.0
|
)
|
|
(18.8
|
)
|
|||||
Additions to development project assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
(8.4
|
)
|
|||||
Proceeds from development project assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.9
|
|
|
38.9
|
|
|||||
Distributions from (investments in) consolidated subsidiaries, net
|
|
50.8
|
|
|
(39.5
|
)
|
|
12.1
|
|
|
(23.4
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
50.8
|
|
|
(43.9
|
)
|
|
(113.0
|
)
|
|
51.5
|
|
|
(54.6
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowing under senior notes payable
|
|
—
|
|
|
246.6
|
|
|
—
|
|
|
—
|
|
|
246.6
|
|
|||||
Borrowings under line of credit
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|
75.0
|
|
|||||
Repayment of lines of credit
|
|
—
|
|
|
(175.0
|
)
|
|
—
|
|
|
—
|
|
|
(175.0
|
)
|
|||||
Repayment of term loan
|
|
—
|
|
|
(75.0
|
)
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
|||||
Borrowings under investment debt
|
|
—
|
|
|
—
|
|
|
83.7
|
|
|
14.3
|
|
|
98.0
|
|
|||||
Repayment of investment debt
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(28.1
|
)
|
|
(29.2
|
)
|
|||||
Debt issue costs
|
|
—
|
|
|
(3.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(4.6
|
)
|
|||||
KWE closing dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|
(17.2
|
)
|
|||||
Repurchase and retirement of common stock
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.0
|
)
|
|||||
Dividends paid
|
|
(29.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.3
|
)
|
|||||
Contributions from noncontrolling interests, excluding KWE
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
13.0
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(51.3
|
)
|
|
67.8
|
|
|
81.8
|
|
|
(19.2
|
)
|
|
79.1
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
8.4
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
11.0
|
|
|
(19.3
|
)
|
|
90.0
|
|
|
81.7
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
33.4
|
|
|
54.8
|
|
|
263.1
|
|
|
351.3
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
44.4
|
|
|
$
|
35.5
|
|
|
$
|
353.1
|
|
|
$
|
433.0
|
|
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 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, investment sales 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 that is adjacent to income producing properties or acquire development assets that fit within our overall investment strategy
|
•
|
Continuously evaluate and selectively harvest asset and entity value through strategic realizations using both the public and private markets
|
•
|
Use our services businesses to meet client needs, strengthen relationships with financial institutions, and position ourselves 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 utilizing a mixture of wholly-owned investments and investments made with equity partners.
|
•
|
IMRES encompasses our fee generating businesses which is comprised of our investment management platform and the property services platform. These businesses offer a comprehensive line of real estate services for the full lifecycle of real estate ownership to clients that include financial institutions, institutional investors, insurance companies, developers, builders and government agencies.
|
|
Three Months Ended March 31,
|
||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
GAAP
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
140.7
|
|
|
$
|
190.1
|
|
|
$
|
165.6
|
|
|
$
|
170.0
|
|
|
$
|
132.3
|
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
(5.3
|
)
|
|
(2.4
|
)
|
|
0.8
|
|
|
14.9
|
|
|
(2.2
|
)
|
|||||
Basic (loss) income per share of common stock
|
(0.04
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
0.13
|
|
|
(0.03
|
)
|
|||||
Diluted (loss) income per share of common stock
|
(0.04
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
0.13
|
|
|
(0.03
|
)
|
|||||
Dividends declared per share of common stock
|
0.21
|
|
|
0.19
|
|
|
0.17
|
|
|
0.14
|
|
|
0.12
|
|
|||||
Non-GAAP
(1)
|
|||||||||||||||||||
Adjusted EBITDA
|
120.2
|
|
|
122.6
|
|
|
77.3
|
|
|
71.8
|
|
|
53.7
|
|
|||||
Adjusted EBITDA percentage change
|
(2
|
)%
|
|
59
|
%
|
|
8
|
%
|
|
34
|
%
|
|
—
|
%
|
|||||
Adjusted Net Income
|
53.9
|
|
|
63.2
|
|
|
42.7
|
|
|
38.3
|
|
|
30.5
|
|
|||||
Adjusted Net Income percentage change
|
(15
|
)%
|
|
48
|
%
|
|
11
|
%
|
|
26
|
%
|
|
—
|
%
|
|||||
Adjusted Fees
|
14.7
|
|
|
21.1
|
|
|
27.6
|
|
|
30.0
|
|
|
27.1
|
|
|||||
Adjusted Fees percentage change
|
(30
|
)%
|
|
(24
|
)%
|
|
(8
|
)%
|
|
11
|
%
|
|
—
|
%
|
|
March 31,
|
|
December 31,
|
||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash and cash equivalents
|
$
|
442.9
|
|
|
$
|
488.0
|
|
|
$
|
351.3
|
|
|
$
|
885.7
|
|
|
$
|
731.6
|
|
Total assets
|
7,239.6
|
|
|
7,381.8
|
|
|
7,734.5
|
|
|
7,635.4
|
|
|
7,658.2
|
|
|||||
Mortgage debt
|
2,988.8
|
|
|
2,950.3
|
|
|
3,156.6
|
|
|
2,770.4
|
|
|
2,772.5
|
|
|||||
KW unsecured debt
|
1,203.3
|
|
|
1,202.0
|
|
|
1,179.4
|
|
|
934.1
|
|
|
688.8
|
|
|||||
KWE unsecured bonds
|
1,262.0
|
|
|
1,260.5
|
|
|
1,325.9
|
|
|
1,185.7
|
|
|
855.0
|
|
|||||
Kennedy Wilson equity
|
1,230.5
|
|
|
1,246.7
|
|
|
1,365.6
|
|
|
1,048.0
|
|
|
1,133.8
|
|
|||||
Noncontrolling interests
|
71.7
|
|
|
184.5
|
|
|
211.9
|
|
|
1,295.1
|
|
|
1,731.3
|
|
|||||
Total equity
|
1,302.2
|
|
|
1,431.2
|
|
|
1,577.5
|
|
|
2,343.1
|
|
|
2,865.1
|
|
|||||
Common shares outstanding
|
142.8
|
|
|
143.2
|
|
|
151.6
|
|
|
115.7
|
|
|
114.5
|
|
(in millions)
|
December 31, 2018
|
|
Increases
|
|
Decreases
|
|
March 31, 2019
|
||||||||
IMRES AUM
|
$
|
16,308.6
|
|
|
$
|
1,017.4
|
|
|
$
|
(497.0
|
)
|
|
$
|
16,829.0
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
115.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115.8
|
|
Hotel
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||
Sale of real estate
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Investment management, property services and research fees
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||
Total revenue
|
|
131.9
|
|
|
8.8
|
|
|
—
|
|
|
140.7
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
41.0
|
|
|
—
|
|
|
—
|
|
|
41.0
|
|
||||
Hotel
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||
Cost of real estate sold
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||
Commission and marketing
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Compensation and related
|
|
15.1
|
|
|
5.1
|
|
|
15.1
|
|
|
35.3
|
|
||||
General and administrative
|
|
7.5
|
|
|
1.7
|
|
|
1.7
|
|
|
10.9
|
|
||||
Depreciation and amortization
|
|
49.1
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
||||
Total expenses
|
|
128.5
|
|
|
7.8
|
|
|
16.8
|
|
|
153.1
|
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
39.5
|
|
|
2.2
|
|
|
—
|
|
|
41.7
|
|
||||
Gain on sale of real estate, net
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
||||
Acquisition-related expenses
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Interest expense
|
|
(37.1
|
)
|
|
—
|
|
|
(18.2
|
)
|
|
(55.3
|
)
|
||||
Other non-operating income (expense)
|
|
0.5
|
|
|
—
|
|
|
(3.0
|
)
|
|
(2.5
|
)
|
||||
Provision for income taxes
|
|
(2.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
(4.0
|
)
|
||||
Net income (loss)
|
|
38.3
|
|
|
3.2
|
|
|
(39.9
|
)
|
|
1.6
|
|
||||
Net (income) attributable to the noncontrolling interests
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
31.4
|
|
|
3.2
|
|
|
(39.9
|
)
|
|
(5.3
|
)
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
37.1
|
|
|
—
|
|
|
18.2
|
|
|
55.3
|
|
||||
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||
Depreciation and amortization
|
|
49.1
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Provision for income taxes
|
|
2.1
|
|
|
—
|
|
|
1.9
|
|
|
4.0
|
|
||||
Fees eliminated in consolidation
|
|
(3.7
|
)
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||
EBITDA add backs attributable to noncontrolling interests
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
10.4
|
|
||||
Adjusted EBITDA
(1)
|
|
$
|
122.7
|
|
|
$
|
6.9
|
|
|
$
|
(9.4
|
)
|
|
$
|
120.2
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
(Dollars in millions)
|
|
Investments
|
|
Investment Management and Real Estate Services
|
|
Corporate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
134.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134.3
|
|
Hotel
|
|
36.3
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
||||
Sale of real estate
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
||||
Investment management, property services and research fees
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
||||
Total revenue
|
|
180.0
|
|
|
10.1
|
|
|
—
|
|
|
190.1
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Rental
|
|
41.6
|
|
|
—
|
|
|
—
|
|
|
41.6
|
|
||||
Hotel
|
|
30.8
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
||||
Cost of real estate sold
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||
Commission and marketing
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Compensation and related
|
|
16.2
|
|
|
8.8
|
|
|
14.6
|
|
|
39.6
|
|
||||
General and administrative
|
|
7.2
|
|
|
2.9
|
|
|
1.3
|
|
|
11.4
|
|
||||
Depreciation expense
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
||||
Total expenses
|
|
159.9
|
|
|
13.1
|
|
|
15.9
|
|
|
188.9
|
|
||||
Income from unconsolidated investments, net of depreciation and amortization
|
|
15.7
|
|
|
10.3
|
|
|
—
|
|
|
26.0
|
|
||||
Gain on sale of real estate, net
|
|
28.0
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest expense
|
|
(38.9
|
)
|
|
—
|
|
|
(20.0
|
)
|
|
(58.9
|
)
|
||||
Other non-operating income (expense)
|
|
0.6
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.1
|
|
||||
Benefit from income taxes
|
|
0.6
|
|
|
—
|
|
|
2.0
|
|
|
2.6
|
|
||||
Net income (loss)
|
|
26.1
|
|
|
7.3
|
|
|
(34.4
|
)
|
|
(1.0
|
)
|
||||
Net (income) attributable to the noncontrolling interests
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
24.7
|
|
|
7.3
|
|
|
(34.4
|
)
|
|
(2.4
|
)
|
||||
Add back (less):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
38.9
|
|
|
—
|
|
|
20.0
|
|
|
58.9
|
|
||||
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||
Depreciation and amortization
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
Benefit from income taxes
|
|
(0.6
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(2.6
|
)
|
||||
Fees eliminated in consolidation
|
|
(2.8
|
)
|
|
2.8
|
|
|
—
|
|
|
—
|
|
||||
EBITDA add backs attributable to noncontrolling interests
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
9.9
|
|
||||
Adjusted EBITDA
(1)
|
|
$
|
119.0
|
|
|
$
|
10.1
|
|
|
$
|
(6.5
|
)
|
|
$
|
122.6
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
(dollars in millions)
|
|
Investments
|
|
Services
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
1.3
|
|
1
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
1.3
|
|
1
|
%
|
Net Income (loss)
|
|
(0.3
|
)
|
(6
|
)%
|
|
(0.1
|
)
|
(1
|
)%
|
|
(0.4
|
)
|
(7
|
)%
|
|||
Adjusted EBITDA
|
|
0.5
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
0.5
|
|
—
|
%
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
(dollars in millions)
|
|
Investments
|
|
Services
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
2.9
|
|
2
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
2.9
|
|
2
|
%
|
Net Income (loss)
|
|
0.7
|
|
32
|
%
|
|
(0.1
|
)
|
(3
|
)%
|
|
0.6
|
|
29
|
%
|
|||
Adjusted EBITDA
|
|
2.2
|
|
2
|
%
|
|
—
|
|
—
|
%
|
|
2.2
|
|
2
|
%
|
•
|
Investment management, including acquisition, asset management, construction management, financing and disposition services;
|
•
|
Property services, including management of commercial real estate for third-party clients, commingled fund investors, and investments held by Kennedy Wilson;
|
•
|
Auction and conventional sales, including 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;
|
•
|
Brokerage services, including innovative marketing programs tailored to client objectives for all types of investment-grade and income-producing real estate; and
|
•
|
Research, including consulting practice and data and analytics for the residential real estate development and new home construction industry (until the Company's sale of Meyers Research in the fourth quarter of 2018).
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions)
|
|
2019
|
|
2018
|
||||
Investment management and real estate services fees
|
|
$
|
8.8
|
|
|
$
|
10.1
|
|
Non-GAAP adjustments:
|
|
|
|
|
||||
Add back:
|
|
|
|
|
||||
KW share of fees eliminated in consolidation
(1)
|
|
3.7
|
|
|
0.7
|
|
||
Performance fees included in unconsolidated investments
|
|
2.2
|
|
|
10.3
|
|
||
Adjusted Fees
(2)
|
|
$
|
14.7
|
|
|
$
|
21.1
|
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions)
|
|
2019
|
|
2018
|
||||
Fee Description
|
|
|
|
|
||||
Investment Management - Base
|
|
$
|
3.7
|
|
|
$
|
3.1
|
|
Investment Management - Performance
|
|
5.6
|
|
|
10.3
|
|
||
Investment Management - Acquisition/ Disposition
|
|
1.0
|
|
|
—
|
|
||
Investment Management - Total
|
|
10.3
|
|
|
13.4
|
|
||
|
|
|
|
|
||||
Property Services
|
|
4.4
|
|
|
3.8
|
|
||
Research
|
|
—
|
|
|
3.9
|
|
||
Total Adjusted Fees
(1)
|
|
$
|
14.7
|
|
|
$
|
21.1
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
||||
Operating performance, net of depreciation of $2.1 and $3.5
|
|
$
|
8.8
|
|
|
$
|
2.7
|
|
Realized gains
|
|
2.4
|
|
|
0.3
|
|
||
Fair value
|
|
28.3
|
|
|
12.7
|
|
||
Performance fees (included in adjusted fees)
|
|
2.2
|
|
|
10.3
|
|
||
Total income from unconsolidated investments
|
|
$
|
41.7
|
|
|
$
|
26.0
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2018
|
||||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
(5.3
|
)
|
|
$
|
(2.4
|
)
|
Unrealized foreign currency translation (loss) gain, net of noncontrolling interests and tax
|
(16.0
|
)
|
|
30.3
|
|
||
Amounts reclassified out of accumulated other comprehensive loss during the period
|
—
|
|
|
(0.1
|
)
|
||
Unrealized foreign currency derivative contract gain (loss), net of noncontrolling interests and tax
|
32.9
|
|
|
(7.4
|
)
|
||
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
11.6
|
|
|
$
|
20.4
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2018
|
||||
Realized foreign currency exchange (loss) gain - consolidated statements of operations
|
$
|
(3.1
|
)
|
|
$
|
0.1
|
|
Realized foreign currency derivative contract loss - consolidated statements of operations
|
—
|
|
|
(0.3
|
)
|
||
Statement of Operations - realized foreign currency exchange
|
$
|
(3.1
|
)
|
|
$
|
(0.2
|
)
|
|
|
|
|
If Completed
|
Current
|
||||||||||||
Location
|
Type
|
Investment
|
Status
|
Est. Completion Date
(1)
|
Commercial Sq. Ft.
|
MF Units / Hotel Rooms
|
KW Est.
Total Cost (5) |
KW Costs Incurred
(4)(5)
|
KW Est. Costs to Complete
(2)
|
||||||||
2020-2021
|
|
|
|
|
|
|
|
|
|||||||||
Spain
(3)
|
Retail
|
Puerta del Sol
|
In Planning
|
2020
|
37,000
|
|
—
|
|
$
|
64
|
|
$
|
60
|
|
$
|
4
|
|
Nor Cal
|
Multifamily
|
Santa Rosa
|
Under Construction
|
2020
|
—
|
|
120
|
|
35
|
|
5
|
|
30
|
|
|||
Mountain States
|
Multifamily
|
Rosewood/RiverPointe
|
2 In Design
|
2020
|
—
|
|
161
|
|
32
|
|
3
|
|
29
|
|
|||
Ireland
(3)
|
Multifamily
|
Clancy Quay - Phase 3
|
Under Construction
|
2020
|
6,000
|
|
259
|
|
55
|
|
26
|
|
29
|
|
|||
Ireland
(3)
|
Office
|
Hanover Quay
|
Received Planning
|
2020
|
69,000
|
|
—
|
|
37
|
|
9
|
|
28
|
|
|||
Ireland
(3)
|
Office
|
Kildare
|
Received Planning
|
2021
|
64,000
|
|
—
|
|
53
|
|
10
|
|
43
|
|
|||
|
2020-2021 Total
|
|
|
176,000
|
|
540
|
|
$
|
276
|
|
$
|
113
|
|
$
|
163
|
|
|
2022-2023
|
|
|
|
|
|
|
|
|
|||||||||
Nor Cal
|
Office
|
400/430 California
|
Under Construction
|
2022
|
247,000
|
|
—
|
|
$
|
21
|
|
$
|
15
|
|
$
|
6
|
|
Ireland
(3)
|
Mixed-Use
|
Leisureplex
|
In Design
|
2022
|
19,000
|
|
180
|
|
101
|
|
19
|
|
82
|
|
|||
Ireland
(3)
|
Multifamily
|
Grange
|
In Design
|
2022
|
—
|
|
235
|
|
53
|
|
7
|
|
46
|
|
|||
Ireland
(3)
|
Mixed-Use
|
City Block 3
|
In Design
|
2022
|
375,000
|
|
452
|
|
248
|
|
69
|
|
179
|
|
|||
Hawaii
|
Hotel
|
Kona Village Resort
|
Under Construction
|
2022
|
—
|
|
150
|
|
282
|
|
56
|
|
226
|
|
|||
|
2022-2023 Total
|
|
|
641,000
|
|
1,017
|
|
$
|
705
|
|
$
|
166
|
|
$
|
539
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total
|
|
|
817,000
|
|
1,557
|
|
$
|
981
|
|
$
|
279
|
|
$
|
702
|
|
(2)
|
Figures shown in this column are an estimate of KW's remaining costs to develop to completion or to complete the entitlement process, as applicable, as of
March 31, 2019
. Total remaining costs may be financed with third-party cash contributions, proceeds from projected sales, and/or debt financing. Kennedy Wilson expects to fund
$342 million
of its share of remaining costs to complete with cash. These figures are budgeted costs and are subject to change. There is no guarantee that the Company will be able to secure the project-level debt financing that is assumed in the figures above. If the Company is unable to secure such financing, the amount of capital that the Company will have to invest to complete the projects above may significantly increase. KW cost to complete differs from KW share total capitalization as the latter includes costs that have already been incurred to date while the former relates to future estimated costs.
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2018
|
||||
Net cash (used in) provided by operating activities
|
$
|
(25.1
|
)
|
|
$
|
48.8
|
|
Net cash provided by (used in) investing activities
|
100.8
|
|
|
(54.6
|
)
|
||
Net cash (used in) provided by financing activities
|
(122.9
|
)
|
|
79.1
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in millions)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Contractual Obligations
(6)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings:
(1) (4)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage Debt
(2) (4)
|
|
$
|
3,007.8
|
|
|
$
|
67.8
|
|
|
$
|
516.5
|
|
|
$
|
866.0
|
|
|
$
|
1,557.5
|
|
Senior notes
(3) (4)
|
|
1,150.0
|
|
|
—
|
|
|
—
|
|
|
1,150.0
|
|
|
—
|
|
|||||
Credit Facility
(4)
|
|
75.0
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|||||
KWE Unsecured bonds
(4) (5)
|
|
1,269.3
|
|
|
—
|
|
|
651.8
|
|
|
—
|
|
|
617.5
|
|
|||||
Total borrowings
|
|
5,502.1
|
|
|
67.8
|
|
|
1,243.3
|
|
|
2,016.0
|
|
|
2,175.0
|
|
|||||
Operating leases
|
|
6.2
|
|
|
1.5
|
|
|
4.0
|
|
|
0.6
|
|
|
0.1
|
|
|||||
Ground leases
(8)
|
|
47.8
|
|
|
0.4
|
|
|
1.4
|
|
|
0.9
|
|
|
45.1
|
|
|||||
Total contractual cash obligations
(7)
|
|
$
|
5,556.1
|
|
|
$
|
69.7
|
|
|
$
|
1,248.7
|
|
|
$
|
2,017.5
|
|
|
$
|
2,220.2
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(dollars in millions)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
(5.3
|
)
|
$
|
(2.4
|
)
|
$
|
0.8
|
|
$
|
(7.4
|
)
|
$
|
(3.5
|
)
|
Non-GAAP Adjustments
|
|
|
|
|
|
||||||||||
Add back:
|
|
|
|
|
|
||||||||||
Interest expense
|
55.3
|
|
58.9
|
|
50.0
|
|
44.6
|
|
32.4
|
|
|||||
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
8.5
|
|
5.1
|
|
5.5
|
|
6.1
|
|
6.4
|
|
|||||
Depreciation and amortization
|
49.1
|
|
55.7
|
|
49.7
|
|
48.3
|
|
36.6
|
|
|||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
2.1
|
|
3.5
|
|
4.3
|
|
5.2
|
|
8.8
|
|
|||||
Provision for (benefit from) from income taxes
|
4.0
|
|
(2.6
|
)
|
(4.1
|
)
|
0.5
|
|
(8.1
|
)
|
|||||
Share-based compensation
|
10.4
|
|
9.9
|
|
10.7
|
|
17.5
|
|
7.3
|
|
|||||
EBITDA add backs attributable to noncontrolling interests
|
(3.9
|
)
|
(5.5
|
)
|
(39.6
|
)
|
(43.0
|
)
|
(26.2
|
)
|
|||||
Adjusted EBITDA
|
$
|
120.2
|
|
$
|
122.6
|
|
$
|
77.3
|
|
$
|
71.8
|
|
$
|
53.7
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(Dollars in millions)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Net income (loss)
|
$
|
1.6
|
|
$
|
(1.0
|
)
|
$
|
0.9
|
|
$
|
20.5
|
|
$
|
(4.3
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
||||||||||
Add back:
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
49.1
|
|
55.7
|
|
49.7
|
|
48.3
|
|
36.6
|
|
|||||
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
2.1
|
|
3.5
|
|
4.3
|
|
5.2
|
|
8.8
|
|
|||||
Share-based compensation
|
10.4
|
|
9.9
|
|
10.7
|
|
17.5
|
|
7.3
|
|
|||||
Net income attributable to the noncontrolling interests, before depreciation and amortization
(1)
|
(9.3
|
)
|
(4.9
|
)
|
(22.9
|
)
|
(53.2
|
)
|
(17.9
|
)
|
|||||
Adjusted Net Income
(2)
|
$
|
53.9
|
|
$
|
63.2
|
|
$
|
42.7
|
|
$
|
38.3
|
|
$
|
30.5
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(dollars in millions)
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Investment management, property services and research fees
(1)
|
$
|
8.8
|
|
$
|
10.1
|
|
$
|
11.0
|
|
$
|
12.6
|
|
$
|
10.6
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
||||||||||
Add back:
|
|
|
|
|
|
||||||||||
Fees eliminated in consolidation
|
3.7
|
|
0.7
|
|
7.2
|
|
7.5
|
|
7.0
|
|
|||||
Performance fees included in unconsolidated investments
|
2.2
|
|
10.3
|
|
6.5
|
|
6.5
|
|
5.8
|
|
|||||
Kennedy Wilson's share of fees in unconsolidated service businesses
|
—
|
|
—
|
|
2.9
|
|
3.4
|
|
3.7
|
|
|||||
Adjusted Fees
|
$
|
14.7
|
|
$
|
21.1
|
|
$
|
27.6
|
|
$
|
30.0
|
|
$
|
27.1
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||
|
|
Same Property
|
|
Same Property
|
||||||||||||
|
|
Revenue
|
|
NOI
|
|
Revenue
|
|
NOI
|
||||||||
Net Income (loss)
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
Less:
Benefit from (provision for) income taxes
|
|
4.0
|
|
|
4.0
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
||||
Less:
Income from unconsolidated investments
|
|
(41.7
|
)
|
|
(41.7
|
)
|
|
(26.0
|
)
|
|
(26.0
|
)
|
||||
Less:
Gain on sale of real estate, net
|
|
(34.9
|
)
|
|
(34.9
|
)
|
|
(28.0
|
)
|
|
(28.0
|
)
|
||||
Add:
Acquisition-related expenses
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Add:
Interest expense
|
|
55.3
|
|
|
55.3
|
|
|
58.9
|
|
|
58.9
|
|
||||
Less:
Other income (loss)
|
|
2.5
|
|
|
2.5
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Less
: Sale of real estate
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(9.4
|
)
|
|
(9.4
|
)
|
||||
Less:
Investment management, property services and research fees
|
|
(8.8
|
)
|
|
(8.8
|
)
|
|
(10.1
|
)
|
|
(10.1
|
)
|
||||
Add
: Rental expenses
|
|
41.0
|
|
|
—
|
|
|
41.6
|
|
|
—
|
|
||||
Add
: Hotel expenses
|
|
14.6
|
|
|
—
|
|
|
30.8
|
|
|
—
|
|
||||
Add:
Cost of real estate sold
|
|
1.2
|
|
|
1.2
|
|
|
8.4
|
|
|
8.4
|
|
||||
Add:
Commission and marketing
|
|
1.0
|
|
|
1.0
|
|
|
1.4
|
|
|
1.4
|
|
||||
Add
: Compensation and related
|
|
35.3
|
|
|
35.3
|
|
|
39.6
|
|
|
39.6
|
|
||||
Add:
General and administrative
|
|
10.9
|
|
|
10.9
|
|
|
11.4
|
|
|
11.4
|
|
||||
Add:
Depreciation and amortization
|
|
49.1
|
|
|
49.1
|
|
|
55.7
|
|
|
55.7
|
|
||||
Less:
NCI adjustments
(1)
|
|
(4.7
|
)
|
|
(1.9
|
)
|
|
(13.9
|
)
|
|
(6.8
|
)
|
||||
Add:
Unconsolidated investment adjustments
(2)
|
|
19.2
|
|
|
13.3
|
|
|
18.5
|
|
|
12.8
|
|
||||
Add:
Straight-line and above/below market rents
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(4.6
|
)
|
|
(4.6
|
)
|
||||
Less:
Reimbursement of recoverable operating expenses
|
|
(7.2
|
)
|
|
—
|
|
|
(9.6
|
)
|
|
—
|
|
||||
Less:
Properties bought and sold
(3)
|
|
(7.8
|
)
|
|
(1.4
|
)
|
|
(33.5
|
)
|
|
(16.9
|
)
|
||||
Less:
Other properties excluded
(4)
|
|
(8.5
|
)
|
|
(0.1
|
)
|
|
(6.4
|
)
|
|
(3.7
|
)
|
||||
Other Reconciling Items
(5)
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(5.3
|
)
|
|
—
|
|
||||
Same Property
|
|
$
|
119.4
|
|
|
$
|
82.1
|
|
|
$
|
115.8
|
|
|
$
|
79.0
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||
|
|
Same Property
|
|
Same Property
|
||||||||||||
Same Property (Reported)
|
|
Revenue
|
|
NOI
|
|
Revenue
|
|
NOI
|
||||||||
Commercial - Same Property
|
|
$
|
46.0
|
|
|
$
|
41.1
|
|
|
$
|
44.1
|
|
|
$
|
39.5
|
|
Multifamily Market Rate Portfolio - Same Property
|
|
54.4
|
|
|
36.6
|
|
|
51.7
|
|
|
34.0
|
|
||||
Multifamily Affordable Portfolio - Same Property
|
|
6.2
|
|
|
4.3
|
|
|
5.9
|
|
|
4.1
|
|
||||
Hotel - Same Property
|
|
12.8
|
|
|
0.1
|
|
|
14.1
|
|
|
1.4
|
|
||||
Same Property
|
|
$
|
119.4
|
|
|
$
|
82.1
|
|
|
$
|
115.8
|
|
|
$
|
79.0
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Principal Maturing in:
|
|
Fair Value
|
||||||||||||||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
As of
March 31, 2019
|
||||||||||||||||
Interest rate sensitive assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
442.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
442.9
|
|
|
$
|
442.9
|
|
Average interest rate
|
|
0.49
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.49
|
%
|
|
—
|
|
||||||||
Fixed rate receivables
|
|
27.2
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|
27.7
|
|
||||||||
Average interest rate
(1)
|
|
5.00
|
%
|
|
—
|
%
|
|
5.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.00
|
%
|
|
—
|
|
||||||||
Variable rate receivables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
470.1
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
470.6
|
|
|
$
|
470.6
|
|
Weighted average interest rate
|
|
0.57
|
%
|
|
—
|
%
|
|
5.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.58
|
%
|
|
|
|||||||||
Interest rate sensitive liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate borrowings
|
|
$
|
54.0
|
|
|
$
|
—
|
|
|
$
|
163.3
|
|
|
$
|
259.9
|
|
|
$
|
25.4
|
|
|
$
|
473.0
|
|
|
$
|
975.6
|
|
|
$
|
1,065.9
|
|
Average interest rate
|
|
2.65
|
%
|
|
—
|
%
|
|
4.98
|
%
|
|
1.98
|
%
|
|
5.39
|
%
|
|
2.26
|
%
|
|
2.74
|
%
|
|
—
|
|
||||||||
Fixed rate borrowings
|
|
7.8
|
|
|
99.5
|
|
|
36.3
|
|
|
664.3
|
|
|
351.3
|
|
|
3,367.3
|
|
|
4,526.5
|
|
|
4,463.7
|
|
||||||||
Average interest rate
|
|
4.35
|
%
|
|
3.04
|
%
|
|
4.53
|
%
|
|
3.96
|
%
|
|
3.26
|
%
|
|
4.32
|
%
|
|
4.16
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
61.8
|
|
|
$
|
99.5
|
|
|
$
|
199.6
|
|
|
$
|
924.2
|
|
|
$
|
376.7
|
|
|
$
|
3,840.3
|
|
|
$
|
5,502.1
|
|
|
$
|
5,529.6
|
|
Weighted average interest rate
|
|
2.86
|
%
|
|
3.04
|
%
|
|
4.89
|
%
|
|
3.40
|
%
|
|
3.40
|
%
|
|
4.07
|
%
|
|
3.91
|
%
|
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Months
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
(1)
|
Maximum Amount that May Yet be Purchased Under the Plan
(1)
|
||||||
Jan 1 - Jan 31, 2019
|
239,315
|
|
$
|
18.47
|
|
14,063,745
|
|
$
|
80,295,329
|
|
February 1 - February 28, 2019
|
—
|
|
$
|
—
|
|
14,063,745
|
|
$
|
80,295,329
|
|
March 1 - March 31, 2019
|
163,224
|
|
$
|
21.37
|
|
14,226,969
|
|
$
|
76,807,232
|
|
Total
|
402,539
|
|
|
14,226,969
|
|
$
|
76,807,232
|
|
Item 3.
|
Defaults upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
KENNEDY-WILSON HOLDINGS, INC.
|
|
|
|
|
|
Dated:
|
May 2, 2019
|
By:
|
/
S
/ J
USTIN
E
NBODY
|
|
|
|
Justin Enbody
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer
|
|
|
|
and Accounting Officer)
|
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):
|
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
|
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.
|
/s/ William J. McMorrow
|
|
|
William J. McMorrow
|
|
|
Chief Executive Officer and Chairman
|
Dated:
|
May 2, 2019
|
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):
|
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
|
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.
|
/s/ Justin Enbody
|
|
|
Justin Enbody
|
|
|
Chief Financial Officer
|
Dated:
|
May 2, 2019
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ William J. McMorrow
|
|
William J. McMorrow
|
|
Chief Executive Officer and Chairman
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Justin Enbody
|
|
Justin Enbody
|
|
Chief Financial Officer
|
|