111 Buckingham Palace Road
London, UK
379
G L O B A L I N V E S T M E N T S
35,400
Multifamily Units
24M
Commercial Square Feet
Kennedy Wilson grew out of a small offi ce in Santa Monica, California
built on trust and a people-fi rst attitude. Relationships are still at the
heart of our global real estate investment company as we have grown
to $22B of assets under management. It is those relationships and
mutual trust that enable us to empower the communities we activate
and to design high-quality places for people to live, create, and fl ourish.
Today, we are a leading global real estate investment company. We own,
operate, and invest in real estate through our balance sheet and through
our investment management platform with a focus on multifamily and
offi ce properties located in the Western U.S., UK and Ireland.
On the Cover:
The Bristol at Southport / Renton, WA
See page 65 for certain defi nitions and reconciliations of non-GAAP measures to the most directly
comparable GAAP measures. Information shown as of December 31, 2021, except where indicated.
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One Embassy Gardens / London, UK
156,000
Sq Ft Office
William J. McMorrow
Chairman and Chief Executive Officer
D E A R F E L L O W S H A R E H O L D E R S ,
As I begin to discuss Kennedy Wilson’s achievements in 2021, during
which we generated the best year of financial results in our history, I
would like to take a moment to reflect on how far our business has
evolved over the past three decades. We have grown from a company
of 11 people operating out of a single office in Santa Monica into a
global real estate owner and operator with 220 employees across 12
offices and over 4,000 people managing Kennedy Wilson properties or
working on our construction projects. Over this period, we have built
an exceptional team and a diverse, high-quality real estate portfolio
across the Western U.S. and Europe, primarily in Ireland and the UK, that
has positioned us as a leading real estate investor in our target markets.
Two important concepts have defined our track record of investing and
managing our business since 1988. First, is our emphasis on continually
challenging and developing our talented team of people by providing
opportunities for personal growth and career success, and fostering a
culture that emphasizes giving back to make a positive impact in the
lives of others. As a result, many on our team have been at Kennedy
Wilson for a long period of time and have worked closely with one
another to overcome challenges and create new opportunities for our
business and for the communities where we invest. Second, is our
focus on maintaining a long-term perspective, which is a key strategy
when investing in growing markets.
The validation of these two ideas was never more evident than in
2021 as our global team adapted to changing market conditions in
lockstep with one another and produced record results across all
our key financial metrics, including earnings per share of $2.24 (239%
increase year-over-year), assets under management of $22 billion
(23% increase year-over-year), and Adjusted EBITDA of $928 million
(53% increase year-over-year). The achievement of these record results
in turn produced a total shareholder return of over 39%.
2
3
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021Dovetail
Meridian, ID
Relationships – both inside and outside the company – are the
foundation of our business. Our teamwork is centered around our
approach to global communication, which improved significantly as
we implemented new technology and adapted to the unprecedented
challenges of recent years. We have combined these new systems
with our in-office presence to create an environment of sharing
asset management best practices and delivering real time market
information across our global teams.
Whitewater Park
Boise, ID
“On the acquisition front, we have built a reputation for standing
by our word and for certainty and speed of execution, which often
places us on a shortlist for off-market acquisition opportunities.”
Looking outside the company, we have developed an extensive network
of global relationships with owners, investors, brokers, lenders, and
other real estate professionals across both the equity and debt space
over the past three decades. We maintain a local presence with strong
community ties, and our on-the-ground teams give us an inside track
on opportunities. On the acquisition front, we have built a reputation for
standing by our word and for certainty and speed of execution, which
often places us on a shortlist for off-market acquisition opportunities.
As a result, we completed a record $5.9 billion in transactions in
2021, contributing to a total $44 billion of transactions since we went
public in 2009. We grew our portfolio to $22 billion in assets under
The Oxbow
Bozeman, MT
The Lofts at Ten Mile
Meridian, ID
Reedhouse Clubhouse
Boise, ID
4
5
Mountain West Multifamily (above and opposite)
Kennedy Wilson continues to grow its multifamily footprint across the Mountain West, where we anticipate
continued growth in population and employment as individuals and employers seek relative housing affordability,
lower taxes, a friendlier business environment, better infrastructure, and access to the outdoors. As an early
investor in the region, Kennedy Wilson is now the largest owner of conventional multifamily properties in the
Boise Metro Area.
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021$22B
A U M
$928M
2 0 2 1 A D J U S T E D E B I T D A
$2.24
2 0 2 1 E A R N I N G S P E R S H A R E
management in 2021, including 24 million square feet of commercial
space and 35,400 multifamily units, which increased 19% from 29,800
units at the beginning of the year.
Kennedy Wilson invested over $1 billion of its own capital in 2021, with
approximately $200 million spent on value-add capital expenditures on
existing properties and our development projects, and approximately
$800 million on new investments. We ended the year in a strong
financial position, with $950 million in cash and available lines of credit.
In addition, approximately 88% of our debt, at both the corporate and
property level, either has fixed interest rates or is hedged against rising
interest rates.
We took advantage of the low interest rate environment in 2021 to
refinance our existing unsecured debt maturing in 2022 and 2024 by
completing, at very favorable interest rates, a total of $1.8 billion in
unsecured borrowings spread out over three equal tranches expiring
in 2029, 2030, and 2031. As a result of the execution of our plan, the
weighted average interest rate of our debt (both corporate and property
level) is 3.5% with 6.1 years to maturity. In addition, during the first
quarter of 2022, we closed a $300 million preferred equity investment
from our long-time strategic partner, Fairfax Financial, which has
further strengthened our financial position. In conjunction with this
investment, Fairfax increased its commitment to our debt platform by
$3 billion, driving total global debt platform commitments to $6 billion.
6
Coopers Cross / Dublin, Ireland
395,000
Sq Ft Commercial
471
Multifamily Units
7
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021Leighton Buzzard
Bedfordshire, UK
Beddington Lane
Croydon, UK
Vasona Tech Park
Campbell, CA
Our long-term strategy is centered on two key initiatives that will
continue our growth trajectory and increase value across our global
portfolio. First, we are focused on growing NOI from our property
portfolio, located primarily in the Western United States, Ireland and
the UK. Second, we continue to grow our fee-bearing capital and
our investment management business by expanding our relationships
with our well-capitalized strategic partners.
Driving NOI Growth
We ended 2021 with $434 million in Estimated Annual NOI (10% increase
year-over-year) from our stabilized assets, and we are taking steps to
increase our future NOI by acquiring new properties and completing
key development projects, the majority of which will be finished by the
end of 2024.
Growing NOI Organically
At most properties we acquire, there is an opportunity for us to im-
mediately deploy various value-add asset management strategies to
drive NOI growth. For example, within our multifamily portfolio, which
represents our largest asset class, we completed approximately 1,000
unit interior renovations and various other enhancements during 2021,
including new fitness centers, leasing centers, pools, and dog parks.
These value-add strategies, along with owning real estate in growing
markets, resulted in strong U.S. same-property revenue growth of 5%
and NOI growth of 6% in 2021, including over 11% NOI growth from our
Mountain West portfolio, our largest apartment region. We also saw
a strong recovery in occupancy in our Dublin multifamily portfolio,
which improved to 96% and resulted in 9% NOI growth in the fourth
quarter of 2021.
Melton Enterprise Park
Hull, UK
8
9
Denver Flex Portfolio
Denver, CO
Industrial and Flex/R&D (above and opposite)
Logistics assets in Europe and Flex/R&D office space in the U.S. continue to be growth drivers for Kennedy
Wilson’s global investment management business. Industrial demand, driven by the rise in e-commerce, supports
Kennedy Wilson’s expanding portfolio of logistics properties in proximity to transit centers across the UK and
Ireland. In the Western U.S., Flex/R&D space has proven to be suited to evolving tenant needs, with low-density
layouts and separate entrances, and the return of contract manufacturing within the military, technology, and
medical industries continues to drive low vacancies.
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021CEO Statement
136 El Camino / Beverly Hills, CA
30,000
Sq Ft Office
Developing and Stabilizing Properties
Nearly ten years ago, we decided to start building new developments
with a focus on land adjacent to properties we already owned with
a proven income stream, located in growing markets with young and
expanding populations, exceptional education institutions, a talented
local workforce, and companies that are creating new and meaningful
job opportunities. Since then, we have developed a dedicated construc-
tion management team at Kennedy Wilson to oversee this growing part
of our business. As uncertainty took hold of the market in 2020, we
made a key decision to continue progressing our development initia-
tives so we would be in the position to bring new, finished properties to
the market as the global economy recovered. Our construction man-
agement team and general contractors implemented rigorous safety
protocols to keep our projects moving forward and our sites open, as
allowed by local regulations, and we purchased and held materials to
continue to build.
Fast forward to today, and we are making progress towards completing
approximately $3 billion in development, with multiple properties com-
pleting and stabilizing each year, including $300 million of development
in 2022, $1.7 billion in 2023, $465 million in 2024, and the remainder in
2025 and beyond. Our development and lease-up portfolio totals over
5,100 multifamily units and 2.9 million commercial square feet and is
expected to add approximately $105 million of Estimated Annual NOI
to Kennedy Wilson. We are optimistic about this portfolio as we are
delivering brand new product with ESG credentials that we expect to
stabilize at cap rates well above a 6% unlevered yield.
Our development and leasing accomplishments in 2021 included
stabilizing the best-in-class Capital Dock apartment community in
Dublin, which is currently 95% leased; completing the development
of two multifamily communities within our Vintage portfolio; nearing
construction completion and launching the lease-up of the 65,000
square-foot 20 Kildare Street office development in Dublin; and
95.4%
M U LT I F A M I LY P O R T F O L I O
O C C U P A N C Y
92.3%
O F F I C E P O R T F O L I O
O C C U P A N C Y
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Buckingham Palace Road
London, UK
Forum
Whiteley, UK
94 St Stephen’s Green
Dublin, Ireland
Ten Hanover Quay
Dublin, Ireland
completing the development of Ten Hanover Quay, a Grade-A, 69,000
square-foot office warehouse in Dublin that was built to LEED and
WELL Gold credentials and is now fully leased to a top fintech occupier
for 15 years, with 12 years term certain.
“The completion of Ten Hanover Quay is the culmination of our 10-
year journey at Capital Dock in Dublin, Ireland. The new lease brings
total gross NOI at the Capital Dock campus to over $24 million.”
The completion of Ten Hanover Quay is the culmination of our 10-year
journey at Capital Dock in Dublin, Ireland. In 2012, Kennedy Wilson
acquired a loan (later converted to equity) secured by the State Street
Bank building and the adjacent three-acre development site. We
proceeded to steer a complex project through zoning, master plan-
ning, entitlement, design, procurement, and construction to deliver an
award-winning, 1 million square-foot project spanning seven buildings
and 1.5 acres of public space. Capital Dock is now home to hundreds
of new residents and has attracted an impressive line-up of tenants,
including Indeed and JP Morgan, and delivered a stabilized yield on
cost across the project of over 7%. The new lease at Ten Hanover Quay
brings total gross NOI at the Capital Dock campus to over $24 million.
Our construction managers and asset management teams have done
an exceptional job of building and leasing these sizable properties on
time and on budget.
12
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Waverleygate
Edinburgh, Scotland
20 Kildare Street
Dublin, Ireland
European Office Acquisitions and Development (above and opposite)
In 2021, Kennedy Wilson continued to selectively acquire office assets with a focus on UK properties with a strong,
secure cash flow and a high growth potential, which reflects a view that at current pricing levels, there is attractive
value for assets located in major employment hubs with high-quality educational institutions. Kennedy Wilson’s office
development projects in Dublin continue to stabilize at a 6% unlevered yield, compared to market cap rates today
that are approximately 200 basis points lower.
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021The Clara / Eagle, ID
277
Multifamily Units
Acquiring High-Quality Real Estate
Our path towards building a global portfolio of high-quality real estate
began nearly 20 years ago as we started diversifying away from a sole
concentration on one market – California. Since then, we have invested
in almost every great west coast city in the U.S. while expanding into
Europe in 2010.
In the U.S., our balance sheet acquisitions in 2021 included multifamily
communities in the Mountain West and the Pacific Northwest, as
we continue to target high-quality suburban multifamily assets in
growing markets. In many cases, we immediately implement a value-
add asset management program to further support NOI growth.
Our U.S. multifamily properties performed at a high level throughout
the pandemic. Occupancies remained strong and we saw double-
digit NOI growth across each of our target markets in the fourth
quarter, largely driven by significant growth in our Mountain West and
Pacific Northwest portfolios. The assets we own in these markets
continue to benefit from renters seeking housing that is affordable
relative to higher cost states, such as California. We are also able to
provide renters larger units and an outdoor-oriented lifestyle, while
employers are driven to these areas for the educated workforces,
friendly business environments, and strong local infrastructure.
Within our Vintage Housing senior and affordable multifamily housing
joint venture, we currently have approximately 9,000 stabilized units
and are on track to grow the platform to more than 11,000 stabilized
units over the next three years. This represents over 100% growth
since we originally acquired our interest in Vintage Housing’s 5,500-
unit portfolio in 2015. We are extremely proud of this venture and the
talented leadership team at Vintage, which continues to create much-
needed, high-quality, newly built affordable residential communities
for qualifying families and seniors across our U.S. markets.
In Europe, our 2021 acquisition activity focused primarily on office
assets in the UK and last-mile industrial assets. We anticipate strong
fundamentals for our largely suburban office portfolio, based on the
demand for low-rise, single-entry buildings with a variety of tenant
amenities and ESG credentials located in markets with a highly
educated local population.
Our extraordinary global asset management team drives the success of
our growing portfolio. We completed approximately 1.9 million square
feet of leasing across our commercial portfolio and collected nearly
14
15
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021Clancy Quay / Dublin, Ireland
864
Multifamily Units
100% of rents in our primary asset classes over the past two years. Our
teams have maintained high occupancies across our global portfolio
of 94.5%, which we anticipate to remain strong based on continued
multifamily rental demand in our target markets and the uptick in the
need for commercial space as employees return to the office.
Growing Our Investment Management Business
Our investment management business totaled $5 billion in fee-bearing
capital as of year-end, an increase of 178% in the last four years. Our
growth has been primarily driven by the launch of new platforms
and partnerships aimed at capitalizing on what we are seeing in the
market today.
“Our European logistics platform grew by 236% in 2021 to $1.1 billion
in assets under management, including 56 core-plus and value-add
urban logistics and industrial properties across the UK, Ireland,
and Spain.”
First, we launched our debt origination platform in May 2020 with
an initial $2 billion commitment from Fairfax Financial, which has
partnered with Kennedy Wilson on $8 billion in acquisitions since we
began our relationship in 2010. We reached our target by year-end 2021,
as we successfully originated loans with institutional borrowers on
high-quality multifamily and office properties located in the Western
United States. We expanded our debt platform into Europe in 2021, and
increased commitments from our strategic partners have now driven
total commitments in the debt platform to $6 billion. Our ability to
approach lending from the lens of an owner/operator is a strategic
advantage for us, and we look forward to the continued growth of our
debt platform in 2022.
Second, we recently launched a European logistics platform to address
the need for last-mile logistics assets due to the continued rise in
e-commerce demand. Including investments made through our fund,
our European logistics platform grew by 236% in 2021 to $1.1 billion in
assets under management, including 56 core-plus and value-add urban
logistics and industrial properties across the UK, Ireland, and Spain.
Earlier this year, we announced an expansion of the platform alongside
our global investment partner, and we are targeting total assets of up
to $2.5 billion, including a 20% ownership interest by Kennedy Wilson.
16
17
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021Assembling hygiene kits
with The People Concern
Kennedy Wilson supports Navy SEAL
families through involvement with
the C4 Foundation
ESG Efforts
Kennedy Wilson’s ESG program reflects our collective commitment
to sustainability, minimizing our environmental impact, and doing our
part to enhance the communities where we operate across our global
business. Visit our ESG microsite to learn about our growing program:
esg.kennedywilson.com.
Cleaning the beach in Los Angeles
with Heal the Bay
Southside by Vintage
Seattle, WA
We are in a great position to continue growing our investment man-
agement platform and continue strengthening our relationships with
our strategic partners. In the first quarter of 2022, we obtained another
$3.3 billion of commitments across our debt and logistics platforms,
driving total additional fee-bearing capital to over $4 billion that is
ready to be deployed. This positions us well to meaningfully expand
our investment management platform in 2022 and beyond.
Thank You
I can confidently say that Kennedy Wilson has evolved into a much
stronger company in recent years, with many ways for us to grow our
business and make a positive impact on our people and the commu-
nities where we invest. I am proud of our long-standing dedication to
ESG, our many accomplishments, and our plans to further integrate
ESG into our business, as detailed in our annual ESG report and our
microsite at esg.kennedywilson.com. I am grateful for the dedicated
leadership of the Board of Directors, which is an extraordinary group
of individuals. Thank you to our shareholders, lenders, and strategic
partners for your ongoing support and counsel. Lastly, to our Kennedy
Wilson team, from Mary Ricks and myself, thank you for all your hard
work and sacrifices of time that have enabled us to grow and prosper
in these challenging times. From our executive team to our acquisi-
tion, asset management, and construction management groups and
all of those behind the scenes who seamlessly manage our finance
and accounting, IT, legal, human resources, insurance risk manage-
ment, and communications needs and make the business run so
smoothly, I am extremely proud of what we accomplished together
in 2021.
With gratitude,
William J. McMorrow
Chairman and Chief Executive Officer
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Supporting diversity in the workplace with the Kennedy Wilson Women speaker series
KENNEDY WILSON ANNUAL REPORT 2021 CEO StatementCEO Statement KENNEDY WILSON ANNUAL REPORT 2021t
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The Grange / Dublin, Ireland
274
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Financial Report
Table of Contents
23 Business
39 Management’s Discussion and Analysis of Financial Condition and Results of Operations
72 Report of Independent Registered Public Accounting Firm
76 Consolidated Balance Sheets
77 Consolidated Statements of Income
78 Consolidated Statements of Comprehensive Income
79 Consolidated Statements of Equity
82 Consolidated Statements of Cash Flows
85 Notes to Consolidated Financial Statements
133 Performance Graph
134 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
136 Forward-Looking Statements
Business
Company Overview
Kennedy Wilson is a global real estate investment company. We own, operate and develop real estate
with the objective of maximizing earnings over the long run for ourselves and our equity partners.
We focus primarily on multifamily and office properties located in the Western United States, United
Kingdom, and Ireland. As of December 31, 2021, we have 220 employees in 12 offices primarily located
throughout the United States, the United Kingdom, Ireland and Spain. As of December 31, 2021, we
had $21.6 billion in Real Estate Assets under Management (“AUM”). The real estate that we hold in our
global portfolio consists primarily of multifamily apartments (55%) and commercial properties (45%)
based on Consolidated NOI and JV NOI. Geographically, we focus on the Western United States (60%),
the United Kingdom (18%) and Ireland (19%).
Our investment activities in our Consolidated Portfolio (as defined below) involve ownership of multifamily
units, office, retail and industrial space and one hotel. Our ownership interests in such consolidated
properties make up our Consolidated Portfolio (“Consolidated Portfolio”) business segment as discussed in
detail throughout this report.
In addition to investing our shareholder’s capital, we invest capital on behalf of our partners in real
estate and real estate related assets through our Co-investment Portfolio (“Co-investments Portfolio”).
This fee-bearing capital represents total third-party committed or invested capital that we manage in
our joint ventures and commingled funds that entitle us to earn fees, including without limitation, asset
management fees, construction management fees, acquisition and disposition fees and/or promoted
interest, if applicable. As of December 31, 2021, our fee-bearing capital was $5.0 billion and we
recognized $35.3 million in recurring investment management fees and $117.9 million of performance
allocations (allocated amounts to us on co-investments we managed based on the cumulative
performance of the underlying investment) during the year ended December 31, 2021. We generally
invest our own capital alongside our equity partners in these joint ventures and commingled funds that
we manage.
As of December 31, 2021, the following key metrics of our Consolidated and Co-investments Portfolio
are as follows:
Multifamily units–market rate
Multifamily units–affordable
Office feet square feet (millions)
Retail and industrial square feet (millions)
Hotels
Real estate debt–100% (billions)
Real estate debt–KW Share (millions)
Revenues (millions)
NOI (millions)
AUM (billions)
Consolidated
10,460
—
4.9
3.4
1
Co-Investments
14,180
10,725
7.1
8.5
1
$ — $ 1.7
$ — $ 135.2
$ 217.1
$ 407.6
$ 124.4
$ 255.8
$ 11.9
$ 9.7
In our Co-investments Portfolio, 92% of our carrying value is accounted for at fair value. Our interests
in such joint ventures and commingled funds and the fees that we earn from such vehicles make up our
Co-investments Portfolio segment as discussed in detail throughout this report.
In addition to our income-producing real estate, we also engage in development, redevelopment and value
add initiatives through which we enhance cash flows or reposition assets to increase value. Our total share
of development project costs with respect to these investments are estimated at $669.0 million over the
next three years. These costs are generally financed by cash from our balance sheet, capital provided by
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Business (continued)
partners (if applicable), cash flow from investment and construction loans. Cost overrun risks are reduced
by detailed architectural plans, guaranteed price contracts and supervision by expert Company executives
and personnel. When completed, the construction loans are generally replaced by long-term mortgage
financing. See additional detail in the section titled Development and Redevelopment below.
Investment Approach
The following is our investment approach:
• Identify countries and markets with an attractive investment landscape
• Establish operating platforms in our target markets
• Develop local intelligence and create long-lasting relationships, primarily with financial institutions
• Leverage relationships and local knowledge to drive proprietary investment opportunities with a
focus on off-market transactions that we expect will result in above average cash flows and returns
over the long term
• Acquire high quality assets, either on our own or with strategic partners
• Reposition assets to enhance cash flows post-acquisition
• Explore development opportunities on underutilized portions of assets, or acquire development
assets that fit within our overall investment strategy
• Continuously evaluate and selectively harvest asset and entity value through strategic realizations
using both the public and private markets
The table below highlights some of the Company’s key metrics over the past five years:
($ in millions, except fee bearing capital which $ in billions)
2021
2020
2019
2018
2017
Year Ended December 31,
Revenue
Net income to Kennedy-Wilson Holdings Inc. common
shareholders
Basic income per share
Dividends declared per share of common stock
Adjusted EBITDA(1)
% change
Adjusted Net Income(2)
Adjusted Net Income annual increase (decrease)
Multifamily Occupancy
% change
Commercial Occupancy
% change
Consolidated NOI(1)
% change
JV NOI(1)
% change
Fee-bearing capital
% change
$ 453.6
$ 450.9
$ 569.7
$ 773.5
$ 801.8
313.2
2.26
0.90
927.9
52.6%
509.0
65.9%
95.4%
0.2%
94.3%
1.0%
255.8
(2.5)%
124.4
21.4%
5.0
28.2%
92.9
0.66
0.88
608.0
(16.5)%
306.9
(31.3)%
95.2%
0.8%
93.4%
0.1%
262.3
(14.1)%
102.5
31.7%
3.9
30.0%
224.1
1.60
0.85
728.1
2.2%
442.5
11.5%
94.4%
(0.3)%
93.3%
(1.0)%
305.2
(17.1)%
77.8
40.7%
3.0
36.4%
150.0
1.04
0.78
712.7
100.5
0.83
0.70
455.7
56.4%
397.0
—%
242.5
63.7%
94.7%
1.0%
94.2%
—%
—%
93.8%
—%
94.2%
—%
368.3
242.0
52.2%
55.3
15.0%
2.2
22.2%
—%
48.1
—%
1.8
—%
(1) Please refer to “Certain Non-GAAP Measures and Reconciliations” for a reconciliation of certain non-GAAP items to U.S. GAAP.
The table below highlights some of the Company’s balance sheet metrics over the past five years:
(In millions)
Balance sheet data:
Cash and cash equivalents
Total assets
Mortgage debt
KW unsecured debt
KWE unsecured bonds
Kennedy Wilson equity
Noncontrolling interests
Total equity
Common shares outstanding
2021
2020
2019
2018
2017
As of December 31,
$ 524.8
7,876.5
2,959.8
1,852.3
622.8
1,777.6
26.3
1,803.9
138.0
$ 965.1
7,329.0
2,589.8
1,332.2
1,172.5
1,644.5
28.2
1,672.7
141.4
$ 573.9
7,304.5
2,641.0
1,131.7
1,274.2
1,678.7
40.5
1,719.2
151.6
$ 488.0
7,381.8
2,950.3
1,202.0
1,260.5
1,246.7
184.5
1,431.2
143.2
$ 351.3
7,724.8
3,156.6
1,179.4
1,325.9
1,365.6
211.9
1,577.5
151.6
The following table shows the historical U.S. federal income tax treatment of the Company’s common
stock dividend for the years ended December 31, 2021 through 2017:
Taxable Dividend
Non-Taxable Return of Capital
Total
2021
—%
100.00%
2020
27.14%
72.86%
2019
10.53%
89.47%
2018
23.43%
76.57%
100.00%
100.00%
100.00%
100.00%
December 31,
2017
—%
100.00%
100.00%
Business Segments
Our operations are defined by two business segments: our consolidated investment portfolio (the
“Consolidated Portfolio”) and our co-investment portfolio (the “Co-Investment Portfolio”)
• Our Consolidated Portfolio consists of the investments in real estate and real estate-related assets
that we have made and consolidate on our balance sheet. We typically wholly-own the assets in
our Consolidated Portfolio.
• Our Co-Investment Portfolio consists of (i) the co-investments in real estate and real estate-related
assets, including loans secured by real estate, that we have made through the commingled funds and
joint ventures that we manage; (ii) fees (including, without limitation, asset management fees and
construction management fees); and (iii) performance allocations that we earn on our fee bearing
capital. We typically have a 5% to 50% ownership interest in the assets in our Co-investment
Portfolio. We have a weighted average ownership of 39% as of December 31, 2021.
In addition to our two primary business segments, our Corporate segment includes, among other things,
our corporate overhead and, prior to the sale of the group in October 2020, our property services group.
Consolidated Portfolio
Our Consolidated Portfolio is a permanent capital vehicle focused on maximizing property cash
flow. These assets are primarily wholly-owned and tend to have longer hold periods and we target
investments with accretive asset management opportunities. We typically focus on office and
multifamily assets in the Western United States and commercial assets in the United Kingdom and
Ireland within this segment.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Business (continued)
The non-GAAP table below represents a summarized balance sheet of our Consolidated Portfolio which
is held at historical depreciated cost as of December 31, 2021 and 2020. This table does not include
amounts from our corporate segment such as corporate cash and the KWH Senior Notes.
($ in millions)
Cash(1)
Real estate
Accounts receivable and other assets
Total Assets
Accounts payable
Accrued expenses
Mortgage debt
KWE bonds
Total Liabilities
Equity
December 31, 2021
December 31, 2020
$ 362.3
5,059.8
111.7
$ 733.2
4,720.5
146.5
$ 5,533.8
$ 5,600.2
17.4
126.8
2,959.8
622.8
3,726.8
28.9
184.5
2,589.8
1,172.5
3,975.7
$ 1,807.0
$ 1,624.5
(1) Excludes $162.5 million and $236.4 million as of December 31, 2021 and December 31, 2020 of corporate non-property level
cash.
Co-Investments Portfolio
We utilize different platforms in the Co-investment Portfolio segment depending on the asset and risk
return profiles.
The table below represents the carrying value of our Co-Investment Portfolio balance sheet which
is primarily at fair value, at our share of the underlying investments as of December 31, 2021 and
December 31, 2020. The Co-Investment Portfolio consists of our unconsolidated investments as well as
our loan purchases and originations.
($ in millions)
Cash
Real estate
Loans
Accounts receivable and other assets
Total Assets
Accounts payable and accrued expenses
Mortgage debt
Total Liabilities
Equity
December 31, 2021
December 31, 2020
$ 103.7
3,667.9
143.4
311.9
$ 77.3
2,654.4
107.1
205.0
$ 4,226.9
$ 3,043.8
87.1
2,061.9
2,149.0
64.6
1,582.8
1,647.4
$ 2,077.9
$ 1,396.4
Separate accounts
We have several equity partners whereby we act as the general partner and receive investment
management fees including acquisition, disposition, financing, construction management and other
fees. We also can earn performance allocations if investments exceed certain return hurdles. In addition
to acting as the asset manager and general partner of those joint ventures, we are also a co-investor in
these investments. Our separate account platforms have defined investment parameters such as asset
types, leverage and return profiles and expected hold periods. As of December 31, 2021, our weighted
average ownership interest in the various joint ventures that we manage was 44%.
Commingled funds
We currently have three closed end funds that we manage and through which we receive investment
management fees and potentially performance allocations. We focus on sourcing investors in the U.S.,
Europe and Middle East and target investments in the U.S. and Europe with respect to our commingled
funds. Each of our funds have, among other things, defined investment guidelines, investment hold
periods and target returns. Currently our U.S. based funds focus on value-add properties that have an
expected hold period of 5 to 7 years. Our European fund focuses on value add commercial properties
in the United Kingdom, Ireland and Spain that also have expected hold periods of 5 to 7 years. As
of December 31, 2021, our weighted average ownership interest in the commingled funds that we
manage was 12%.
VHH
Through our Vintage Housing Holdings (“VHH”) partnership we acquire and develop income and age
restricted properties. See a detailed discussion of this business in the Multifamily section below.
Investment Types
The following are the product types we invest in through our Consolidated Portfolio and Co-Investment
Portfolio segments:
Multifamily
We pursue multifamily acquisition opportunities where we can unlock value through a myriad of
strategies, including institutional management, asset rehabilitation, repositioning and recapitalization.
We focus primarily on apartments in supply-constrained, infill markets.
As of December 31, 2021, we held investments in 138 multifamily assets that include 10,460
consolidated multifamily apartment units and 14,180 units within our market rate Co-Investment
Portfolio and 10,725 affordable units in our VHH platform. Our largest Western United States
multifamily regions are the Mountain West region, which includes Utah, Idaho, Montana, Colorado,
Arizona, New Mexico and Nevada and the Pacific Northwest, primarily the greater Seattle area and
Portland, Oregon. The remainder of the Western United States portfolio is located in Northern and
Southern California. In Ireland we focus on Dublin city center and the suburbs of the city.
Our asset management strategy is to install strong property management teams to drive leasing activity
and upkeep of the properties. To complement this strategy, we seek to add amenities designed to
promote health and wellness, celebrate local and cultural events and enhance the lives of residents
living in our communities. We also incorporate spaces for rest and socialization across our global
multifamily portfolio, including clubhouses, fitness centers, business suites, outdoor play areas, pools
and dog parks. Lastly, we utilize real-time market data and artificial intelligence based applications to
ensure we are attaining current market rents.
Multifamily—Affordable Housing
Through our VHH platform we focus on affordable units based on income or age restrictions. With
homes reserved for residents that make 50% to 60% of the area’s median income, VHH provides an
affordable long-term solution for qualifying working families and active senior citizens, coupled with
modern amenities that are a hallmark of our traditional multifamily portfolio. Fundamental to our
success is a shared commitment to delivering quality affordable homes and building communities
that enrich residents’ lives, including providing programs such as social support groups, after-school
programs, transportation assistance, computer training, and wellness classes.
VHH typically utilizes tax-exempt bond financing and the sale of federal tax credits to help finance
its investments. We are entitled to 50% of the operating cash flows from the VHH partnership in
addition to any investing distributions we receive from federal tax credits or refinancing activity at
the property level.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
When we acquired VHH in 2015, the portfolio consisted of 5,485 units. As of December 31, 2021, the
VHH portfolio includes 8,595 stabilized rental units with another 2,130 units currently under stabilization,
development or undergoing entitlements in the Western United States. We acquired our ownership
interest in VHH in 2015 for approximately $80.0 million. As of December 31, 2021 we have contributed
an additional $101.2 million into VHH and have received $240.7 million in cash distributions. VHH is an
unconsolidated investment that we account for using the fair value option which had a carrying value of
$157.9 million as of December 31, 2021. We have recorded $160.1 million worth of fair value gains on
our investment in VHH including $29.3 million during the year ended December 31, 2021.
Commercial
Our investment approach for office acquisitions differs across our various investment platforms. For our
Consolidated Portfolio we look to invest in large high quality properties with high replacement costs. In
our separate account portfolios, our partners have certain characteristics that factor into our investment
decision, including, without limitation, location, financing (unencumbered properties) or hold periods. In our
commingled funds that we manage, we typically look for opportunities that have a value-add component
that can benefit from our asset management expertise. We do not typically own high-rise buildings in city
centers and we instead look to invest in mid-to-low rise buildings in areas adjacent to city centers and
suburban markets. After acquisition, the properties are generally repositioned to enhance market value.
Our industrial portfolio consists mainly of distribution centers located in the United Kingdom, Ireland,
Spain and Mountain West regions.
Our retail portfolio has different characteristics based on the geographic markets wherein the properties
are located. In Europe, we have a mixture of high street retail, suburban shopping centers and leisure
assets which are mainly located in the United Kingdom as well as Dublin and Madrid. In our Western
United States retail portfolio, we invest in shopping centers that are generally grocery anchored.
As of December 31, 2021, we hold investments in 66 office properties totaling over 12.0 million square
feet and 124 retail and industrial properties totaling 11.9 million square feet predominately in the
United Kingdom and Ireland with additional investments in the Pacific Northwest, Southern California,
Spain and Italy. Our Consolidated portfolio held over 4.9 million square feet of office space and
3.4 million square feet of retail and industrial space. Our Co-Investment portfolio has 7.1 million square
feet of office space and 8.5 million square feet of retail and industrial space.
Development and redevelopment
We have a number of development, redevelopment and entitlement projects that are underway or in
the planning stages. Unlike the residential projects that are held for sale and described in the Residential
and Other section below, these initiatives may ultimately result in income-producing assets. As of
December 31, 2021, we are actively developing 2,279 multifamily units, 0.5 million commercial rentable
square feet and 150 hotel rooms. If these projects are brought to completion, the Company’s estimated
share of the total capitalization of these projects would be approximately $1.2 billion (approximately
46% of which has already been funded), which we expect would be funded through our existing equity,
third party equity, project sales, tax credit financing and secured debt financing. This represents total
capital over the life of the projects and is not a representation of peak capital and does not take into
account any distributions over the course of the investment. We and our equity partners are under no
obligation to complete these projects and may dispose of any such assets after adding value through
the entitlement process. Please also see the section titled “Liquidity and Capital Resources—Development
and redevelopment” in the Management’s Discussion and Analysis of Financial Condition and Results of
Operations for additional detail on these investments.
Real Estate Debt Investment
We have a global real estate debt investment platform with multiple partners. In July 2021, we
announced the expansion of our debt platform to over $3 billion, including the launch of a new
European partnership with a global institutional investor to target loans secured by high-quality real
estate in the United Kingdom and Europe. Our global debt platform, which includes capital partners
across insurance and sovereign wealth, targets loans, across the entire real estate debt capital structure,
secured by high-quality real estate located in the United States, United Kingdom and Europe. In our
role as asset manager, we earn customary fees under our platform. The current investments in these
platforms have been made without the use of any leverage.
As of December 31, 2021, we held interests in 30 loans with an average interest rate of 6.9% per
annum and an unpaid principal balance (“UPB”) of $1.7 billion (of which our share was a UPB of
$135.2 million) located in the Western United States and the United Kingdom and are primarily
invested through our Co-investment Portfolio. Some of our loans contain additional funding
commitments that will increase our loan balances if they are utilized. All of the loans in our global debt
platform are performing in line with expectations and making payments as contractually agreed. In
addition to interest income (which includes origination, exit and extension fees), we also earn customary
asset management fees from our partners for managing these loan investments.
Our current loan portfolio is focused on performing loans. However, if market conditions deteriorate,
we expect more opportunities to arise in acquiring loan portfolios at a discount to their contractual
balance due as a result of deteriorated credit quality of the borrower. Such loans are underwritten by
us based on the value of the underlying real estate collateral. Due to the discounted purchase price for
such loans, we seek, and are generally able to, accomplish near term realization of the loan in a cash
settlement or by obtaining title to the property. Accordingly, the credit quality of the borrower is not of
substantial importance to our evaluation of the risk of recovery from such investments.
Hotel
We acquire hotels in certain opportunistic situations in which we are able to purchase at a discount to
replacement cost or can implement our value-add investment approach. As of December 31, 2021, we
owned one consolidated operating hotel with 265 hotel rooms located in Dublin, Ireland. Additionally,
in our Co-investment Portfolio, we have a five-star resort development that will consist of 150 rooms in
Kona, Hawaii.
Residential and Other
In certain cases, we may pursue for-sale housing acquisition opportunities, including land for
entitlements, finished lots, urban infill housing sites and partially finished and finished housing projects.
On certain income-producing acquisitions, there are adjacent land parcels for which we may pursue
entitlement activities or, in some cases, development or re-development opportunities.
This product type also includes our investment in liquid non-real estate investments which include
investment funds that hold marketable securities and private equity investments.
As of December 31, 2021, we held 19 investments primarily comprised of 223 residential units/lots
and 3,778 acres of land located in Hawaii and the Western United States. As of December 31, 2021,
these investments had a Gross Asset Value of $276.7 million and the Company had a weighted average
ownership in such of investments of 76%. These investments are in various stages of completion,
ranging from securing the proper entitlements on land positions to sales of units/lots.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
Fair Value Investments
As of December 31, 2021, $1.8 billion or 92% of our investments in unconsolidated investments
(23% of total assets) were held at estimated fair value. As of December 31, 2021, there were
cumulative fair value gains of $588.3 million which comprises 33% of the $1.8 billion carrying
value of fair value unconsolidated investments that are currently held. Our investment in VHH is
our largest unconsolidated investment held at estimated fair value and was held at $157.9 million
and $142.9 million as of December 31, 2021 and 2020, respectively. Fair value changes consist
of changes in the underlying value of properties and associated mortgage debt as well as foreign
currency fluctuations (net of any hedges) for non-dollar denominated investments. During the
year ended December 31, 2021, we recognized $331.4 million of fair value gains and performance
allocations on unconsolidated investments.
In determining these estimated fair market values, we use discounted cash flow models that estimate
future cash flows (including terminal values) and discount those cash flows back to the current period.
The accuracy of estimating fair value for investments cannot be determined with precision and cannot
be substantiated by comparison to quoted prices in active markets and may not be realized in a current
sale or immediate settlement of the asset or liability. Additionally, there are inherent uncertainties in
any fair value measurement technique, and changes in the underlying assumptions used, including
capitalization rates, discount rates, liquidity risks, and estimates of future cash flows could significantly
affect the fair value measurement amounts. As such, below are ranges of the key metrics included in
determining these estimated values.
Multifamily
Office
Industrial
Retail
Hotel
Residential
Terminal Capitalization Rates
Discount Rates
Estimated Rates Used For
3.70% — 5.25%
4.00% — 7.75%
3.50% — 7.40%
5.00% — 7.00%
6.00%
N/A
5.35% — 7.40%
5.10% — 9.25%
4.40% — 8.40%
7.50% — 9.00%
8.25%
N/A
In valuing indebtedness, the Company considers significant inputs such as the term of the debt, value
of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of
investment entities. The credit spreads used by Kennedy Wilson for these types of investments range
from 0.25% to 4.90%.
There is no active secondary market for our development projects and no readily available market value
given the uncertainty of the amount and timing of future cash flows. Accordingly, our determination
of fair value of our development projects requires judgment and extensive use of estimates. Therefore,
we typically use investment cost as the estimated fair value until future cash flows become more
predictable. Additionally, the fair value of our development projects may differ significantly from the
values that would have been used had a market existed for such investments and may differ materially
from the values that we may ultimately realize. If we were required to liquidate an investment in a
forced or liquidation sale, we could realize significantly less than the value at which we have recorded
it. In addition, changes in the market environment and other events that may occur over the life of the
investments may cause the gains or losses ultimately realized or incurred on these investments to be
different than the unrealized gains or losses reflected in the currently assigned valuations.
Value Creation
Our differentiated and unique approach to investing is the cornerstone of how we create value for our
shareholders. Our investment philosophy is based on three core fundamentals:
• Leverage our global footprint and complementary investment and investment management
businesses to identify attractive investment markets across the world.
• Selectively invest in opportunities across many real estate product types with a goal of maximizing
cash flow and risk-adjusted return on capital.
• Actively manage assets and finance our assets in a manner designed to generate stable, predictable
and growing cash flows for shareholders and clients.
Kennedy Wilson is able to create value for its shareholders in the following ways:
• We are able to identify and acquire attractive real estate assets across many markets, in part due
to the significant proprietary deal flow driven from an established global network of industry
relationships, particularly with financial institutions. This can create value by allowing us to maintain
and develop a large pipeline of attractive opportunities.
• Our operating expertise allows us to focus on opportunistic investments where we believe we can
increase the value of assets and cash flows and include transactions with distressed real estate
owners or lenders seeking liquidity, or purchases of under-managed or under-leased assets, and
repositioning opportunities.
• We have been able to create place-making areas in our investment locations where we are able to
make multiple investments in a particular city either through direct investments or development
initiatives that further drives interest in the area.
• Many times, these investments are acquired at a discount to replacement cost or recent
comparative sales, thereby offering opportunities to achieve above average total returns. In many
cases, this may lead to significant additional returns, such as a carried interest (where we have
partners), based on the performance of the assets.
• Our long-lasting and deep relationships with financial institutions allow us to refinance loans
(generally after we implement our value-add initiatives) to reduce interest rates and/or increase
borrowings due to property appreciation and thereby obtain cash flow to use for new investments.
• We have been able to attract third party capital due to our ability to generate above-market returns
for our partners, diversity of geographic markets and investment product types as well as our
flexibility in structuring deals through funds, separate accounts and equity partner arrangements.
• We understand that real estate is cyclical. Our management team employs a multi-cyclical approach
that has resulted in our AUM being globally diversified across many sectors of real estate while
maintaining a healthy liquidity position and adequate access to capital.
Competitive Strengths
We have a unique platform from which to execute our investment and investment management strategy.
The combination of an investment and investment management platform provides several competitive
strengths when compared to other real estate buyers and asset managers operating stand-alone or
investment-focused firms and may allow us to generate superior risk-adjusted returns. Our investment
strategy focuses on investments that offer significant appreciation potential through intensive asset
management, leasing, repositioning, redevelopment and the opportunistic use of capital. We differentiate
ourselves from other firms in the industry with our full service, investment-oriented structure.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
Our competitive strengths include:
Industry Overview
• Transaction experience: Our senior management team has an average of 25 years of real estate
experience and has been working and investing together on average for over 10 years. Members of
the senior management team have collectively acquired, developed and managed in excess of
$30 billion of real estate investments in the United States, the United Kingdom, Ireland, Spain, Italy
and Japan throughout various economic cycles, both at our Company and throughout their careers.
• Extensive relationship and sourcing network: We leverage our relationships in order to source off-
market deals. In addition, the senior management team and our acquisition team have transacted
deals in nearly every major metropolitan market on the West Coast of the United States, as well as
in the United Kingdom, Ireland, Spain, Italy and Japan. Their local presence and reputation in these
markets have enabled them to cultivate key relationships with major holders of property inventory,
in particularly financial institutions, throughout the real estate community.
• Structuring expertise and speed of execution: Prior acquisitions completed by us have taken a variety
of forms, including direct property investments, joint ventures, exchanges involving stock or
operating partnership units, participating loans and investments in performing and non-performing
mortgages at various capital stack positions with the objective of long-term ownership. We believe
we have developed a reputation of being able to quickly execute, as well as originate and creatively
structure acquisitions, dispositions and financing transactions.
• Strategic partnerships: Through our relationships and transaction experience we have been able
to establish various strategic partnerships with a variety of different companies and institutions
in which we are highly collaborative and aligned with our partners in the deals. Coupled with our
ability to structure acquisitions in a variety of ways that fit the needs of our strategic partners we
have been able to access various forms of capital due to our experience and versatility.
• Vertically integrated platform for operational enhancement: We have 220 employees in 12 offices
throughout the United States, the United Kingdom, Ireland, Spain and Jersey. We have a hands-
on approach to real estate investing and possess the local expertise in property and asset
management, leasing, construction management, development and investment sales, which we
believe enable us to invest successfully in selected submarkets.
• Calculated risk taking: We underwrite our investments based upon a thorough examination of
property economics and a critical understanding of market dynamics and risk management
strategies. We conduct an in-depth sensitivity analysis on each of our acquisitions. This analysis
applies various economic scenarios that include changes to rental rates, absorption periods,
operating expenses, interest rates, exit values and holding periods. We use this analysis to develop
our disciplined acquisition strategies.
• Management’s alignment with shareholders: As of December 31, 2021, our directors and executive
officers and their respective affiliates owned an aggregate of approximately 15% of the outstanding
shares of our common stock. Due to management team’s ownership interest in the Company its
interests are in alignment with common shareholders of the Company and gives us an owner’s
mentality on the investments we own and manage.
The real estate business is cyclical. Real estate cycles are generally impacted by many factors, including
availability of equity and debt capital, borrowing cost, rent levels, and asset values. Our strategy has
resulted in a strong track record of creating both asset and entity value for the benefit of our
shareholders and partners over these various real estate cycles.
Key Investment Markets
Western United States
In 2021, the U.S. economy experienced a broad economic recovery from the effects felt in 2020 due to
the onset of the COVID-19 pandemic. GDP accelerated at a 6.9% annualized pace in the fourth quarter
of 2021, and national unemployment improved to 3.9% from 6.7% at the beginning of the year. The
real estate transaction market in the U.S. recovered sharply, with transactions reaching a record annual
total according to Real Capital Analytics. The US equity markets also experienced a very strong year,
supported by stimulus packages, vaccine rollouts, and accommodative Fed policy.
The multifamily sector experienced a strong rebound in 2021, with occupancy and rent levels
recovering to above pre-pandemic levels. The pandemic created new domestic migration patterns,
which drove many renters to lower cost, more affordable suburban cities throughout the U.S. and
outside of city centers. Suburban markets are expected to continue to perform strongly in 2022 due
to a number of factors, including the continuing ability to work remotely and renters’ desire for more
space. According to CBRE, investment volume in multifamily is expected to increase in 2022, supported
by liquid multifamily debt markets and an expected resurgence in foreign capital targeting multifamily
assets. Kennedy Wilson’s U.S. multifamily portfolio is largely comprised of garden style communities
with approximately 88% of our portfolio located in suburban markets. In addition to our meaningful
portfolio in the surrounding Seattle region, the Company has shifted its market-rate portfolio to the
Mountain states, which now is the largest market-rate region by unit count and primarily consists of its
assets in Utah, Idaho, and Nevada.
The outlook for office continued to be impacted by COVID variants and the ability for workers to return
to the office in 2021. Office demand ended 2021 on a high note, with net absorption recorded in Q4
of 2021, its first month of positive net absorption since the onset of the pandemic. It is expected that
demand for office will continue to improve in 2022, supported by the creation of an estimated
1 million new office-using jobs. Hybrid working arrangements continues to an important factor for many
occupiers, as many occupiers focus on energy-efficient workplaces that offer a variety of amenities,
new desirable technology, and flexible configurations. Kennedy Wilson’s U.S. office portfolio is primarily
located in Southern California and the Greater Seattle market. The majority of the U.S. office is owned
with partners through the Company’s co-investment segment.
Hawaii
The Hawaiian economy continued to rebound from the impacts of COVID-19. There were an estimated
6.8 million visitors to Hawaii in 2021, an increase of 153% from 2020. The luxury real estate market
in Hawaii grew at an unprecedented pace in 2021, with total sales and transactions seeing triple digit
growth. The outlook for the continued recovery of the Hawaiian economy in 2022 remains positive, as
pent-up travel demand is expected to bring almost 9 million visitors in 2022.
United Kingdom
The U.K. economy showed increased recovery in 2021, despite the continued challenges of withdrawal
from the European Union and impact of the COVID-19 global pandemic which resulted in a strict
national lockdown during the first half of the year followed by easing of restrictions. The U.K.’s gross
domestic product (“GDP”) surpassed its February 2020, pre-pandemic level for the first time in
November 2021 by 0.7% and saw an annual rise of 7.3% for 2021. Positive signs can also be seen in
the U.K. unemployment rate which decreased by 0.4 percentage points quarter-on-quarter to 4.1% as
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
of quarter ended December 31, 2021, just 0.1 percentage points higher than pre-pandemic levels. The
labor market has tightened following the end of the U.K. government’s furlough program, with a record
high of 1.2 million job vacancies in the three months ended December 2021 due to strong demand for
labor and limited supply.
U.K. real estate investment volumes finished the year strong with £60 billion invested in 2021, 6%
higher than the ten-year average. Foreign and domestic investment were evenly split for the year with
domestic investment making up 51% of total investment volume.
Central London office absorption was 9.1 million square feet for 2021, representing an increase of 63%
when compared to 2020, though still below the 10-year average by 24%. The creative industries sector
was the most active over 2021, accounting for 21% of absorption, followed by banking and finance
at 19%. Investment volumes saw a strong end to the year with a total of £3.7 billion invested, across
53 transactions in the fourth quarter of 2021. Capital transactions for the full year totaled £10 billion,
significantly higher than the 2020 total of £7.6 billion, with foreign investment making up 62% of the
total capital invested.
Southeast office investment volumes reached £4.3 billion in 2021, a 26% increase on the five-year
annual average of £3.42 billion. Vacancy of 6.8% at the end of 2021 remains unchanged from the end of
2020 and still below the 10-year average of 7.0%, with new and grade A vacancies sitting at 4.5%.
The industrial and logistics sectors remained the strongest performers, with total investment volumes
for 2021 reaching £10.4 billion, breaking the previously established record set in 2020. The occupier
market reflected strong demand-supply dynamics with absorption totaling a record-high 55.1 million
square feet in 2021, an increase in the long-term annual average by 86%. Whilst online retailers
accounted for 35% of take-up third-party logistics, automotive, manufacturing and High Street retail
companies all increased the amount of space taken in 2021, demonstrating a wider breadth of demand
when compared to recent averages.
The U.K. retail sector saw positive momentum towards recovery in 2021. Outside of restrictions, footfall
continued to improve, with retail parks outperforming as a result of their differentiated convenience and
purpose-driven tenant mix and yields for prime shopping centers remained stable at 7.75%.
Ireland
Ireland’s economy had the strongest GDP growth across the EU at 16.1% in 2021 and the Organisation
for Economic Co-operation and Development is forecasting Ireland to have the highest GDP growth of
any major European economy over the next two years.
As of December 31, 2021, Industrial Development Agency total Foreign Direct Investment (“FDI”)
employment stands at 275,384 with more than 29,000 new jobs created throughout 2021 which is
the highest level of Irish employment creation through FDI ever in a single year despite the continued
impact of COVID-19.
Real estate investment volumes reached approximately €5.5 billion for 2021, almost doubling the
10-year average of €2.9 billion, a strong figure given the impact of COVID-19 and associated
government restrictions during the first half of the year. Demonstrating Ireland’s position as an
attractive global real estate market, 67% of investments were from institutional investors, and foreign
investors accounted for 68% of the volume.
Dublin office absorption was more than 1.65 million square feet in 2021 with 85% occurring in the
second half of the year demonstrating a renewed level of employer confidence in the future of physical
offices. Prime headline city center rents remained stable at €57.50 per square foot but are expected to
increase over 2022 due to more deal activity.
The Irish multifamily sector remains the dominant investment sector accounting for 41% of all
transactions in 2021. Due to a scarcity of core operational assets, forward funded deals accounted
for most of the transactions in the market. Prime yields remain stable at 3.60%, as rent collection and
occupancy remained strong. As a result of increasing investor interest, PRS yields are expected to be
further tightened in 2022.
The retail investment sector is still recovering from the impact of the pandemic, as transactional
liquidity improves and more assets are trading. Additionally, online sales volume fell to 4% of total
volume from a high of 16% in 2020, signaling a potential return to in-store retail shopping.
Despite the continued impact of the pandemic on the hospitality sector through the first half of 2021,
the Irish hotel property market saw higher than expected volume of sales from a diverse group of buyers
and transaction types with €383 million spent in 2021. Further improvement is expected with the sale of
individual properties as well as some hotel portfolios in 2022. October was an important milestone in the
Dublin hotel market as it was the first month in which occupancy surpassed 50% since the first quarter of
2020 and the rate is expected to rise in 2022 as international travel to Dublin is expected to strengthen.
Environmental, Social and Governance (ESG)
Kennedy Wilson’s approach to ESG aligns with its business strategy to maximize the inherent value of our
assets and by striving to deliver long-term social, environmental, and economic value across our portfolio
and to our key stakeholders. We aim to integrate ESG factors into key business processes, underpinned
by a measure, manage, and monitor approach framed by our four ESG pillars most relevant to our
business: Optimizing Resources, Creating Great Places, Building Communities and Operating Responsibly.
Details of this framework can be found on our corporate website (https://www.kennedywilson.com/
corporate-responsibility) (this website address is not intended to function as a hyperlink, and the
information contained in, or accessible from, our website is not intended to be a part of this filing).
Our Global ESG Committee (“Committee”) oversees the Company’s ESG responsibilities and
commitments, including Kennedy Wilson’s ambition to have a positive impact across its business,
communities, and stakeholders. The Committee is responsible for formulating and implementing
procedures, including setting appropriate global ESG priorities that align across target markets. We
focus on the following principles:
• Comply with relevant ESG related laws and regulations, material to our business
• Improve our measure, manage, and monitor programs relating to energy and carbon, water, and
waste
• Deliver green buildings and programs emphasizing wellness and communities, through our
development and asset management expertise and campus ownership of office and multifamily
properties
• Integrate ESG factors into decision-making across the firm, including key investment processes and
by ensuring appropriate resources are provided to deliver on our commitments
• Promote equality, diversity and inclusion by providing healthy environments for our employees,
stakeholders and building users
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
It is our intention to manage ESG factors, both opportunities and risks, at the corporate, fund,
partnership and individual asset level, with the goal of integrating procedures across all stages of our
investment process.
We have in place a robust governance framework. Our policies can be viewed on our corporate website
(https://www.kennedywilson.com/corporate-responsibility) (this website address is not intended to
function as a hyperlink, and the information contained in, or accessible from, our website is not intended
to be a part of this filing) and cover guidelines and rules regarding anti-discrimination, anti-harassment,
non-retaliation, human trafficking and slavery, fraud prevention, data security and data privacy.
Human Capital Management
Company Overview and Values
We operate as a non-bureaucratic, teamwork-oriented, and nimble organization. We promote an
entrepreneurial culture, and at our core, we are powered by a team of focused, high-performance
people who thrive on excellence in the workplace and a shared desire to make an impact.
Workplace Diversity
We strive to maintain a diverse corporate culture, celebrating and promoting equality across gender,
socio-economic backgrounds, education, and ethnicity. This allows for better representation of different
viewpoints, historical perspective and can bring fresh ideas to all levels of the Company. Women hold
27% of the board of director positions. In 2021, we launched the Kennedy Wilson Woman speaker
series as a first step in a broader program to advance women in real estate and finance and deepen our
industry’s talent pool.
Training and Development
Kennedy Wilson would not exist without our most important asset: our people. We strive to maintain
a culture that fosters collaboration and innovation, and we take great pride in building and maintaining
a driven, results-oriented workforce. Our talent development program includes access to formal and
informal mentorships, tuition reimbursement, where we are supporting employees who are seeking
advanced certificates in areas of specialty that pertain to their role at Kennedy Wilson, and “Lunch and
Learn” sessions. These alongside our regular global senior management calls continue to develop our
managers to become more effective leaders. A dynamic internship and internal transfer program also
helps promote personal development and improves leadership skills across all departments.
Through our annual summer internship program, we continue to find ways to better support our
equality, diversity, and inclusion aspirations by building a diverse pipeline of talented individuals in the
real estate industry with the intention to introduce our business to those who may not have considered
a career in real estate.
Competition
We compete with a range of global, national and local real estate firms, individual investors and other
corporations, both private and public. Our investment business competes with real estate investment
partnerships, real estate investments trusts, private equity firms and other investment companies
and regional investors and developers. We believe that our relationships with the sellers and our
ability to close an investment transaction in a short time period at competitive pricing provide us a
competitive advantage.
Foreign Currency
Approximately 44% of our investment account is invested through our foreign platforms in their local
currencies. Investment level debt is generally incurred in local currencies and we consider our equity
investment as the appropriate exposure to evaluate for balance sheet hedging purposes. We typically
do not hedge future operations or cash flows of operations in foreign exchanges rates which may have
a significant impact on the results of our operations. In order to manage the effect of these fluctuations,
we generally hedge our book equity exposure to foreign currencies through currency forward contracts
and options.
We wholly-own Kennedy Wilson Europe Real Estate Limited (“KWE”) which is domiciled in the United
Kingdom and has GBP as its functional currency. KWE has investments in assets that have functional
currencies of GBP and euros. Kennedy-Wilson Holdings, Inc. does not have a direct interest in the euro
denominated investments but has indirect ownership through its interest in KWE. We cannot directly
hedge the foreign currency movements in these euro denominated assets but hedge foreign currency
movements in euro assets at the KWE level through GBP/EUR hedging instruments. We then can
hedge the USD/GBP foreign currency exposure through our direct interest in KWE.
Within KWE we have utilized three types of contracts to hedge our GBP/EUR exposure: foreign
forward currency contracts, a cross currency swap (until its settlement in September 2021) on the KWE
Bonds (swapped GBP to EUR) and the KWE Euro Medium Term Notes (“KWE Notes”). The KWE Notes
were issued in euros and held by KWE but we have elected to treat the foreign currency movements
as a net investment hedge on our euro denominated investments in KWE. The foreign currency
movements on these hedge items above are recorded to unrealized foreign currency derivative contract
gains/losses within other comprehensive income for GBP/EUR movements. However, when we
translate our investment in KWE from USD/GBP the foreign currency movements on these items go
through unrealized foreign currency translation gains/losses within other comprehensive income.
Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation for a discussion regarding foreign currency and currency derivative instruments.
Transaction-Based Results
A significant portion of our cash flow is tied to transaction activity which can affect an investor’s ability
to compare our financial condition and results of operations on a quarter-by-quarter basis or to easily
evaluate the breadth of our operation. Historically, this variability has caused our revenue, net income
and cash flows to be tied to transaction activity, which is not necessarily concentrated in any one
quarter.
Employees
As of December 31, 2021, we have 220 employees in 12 offices throughout the United States, the
United Kingdom, Ireland, Spain and Jersey. We believe that we have been able to attract and maintain
high quality employees. There are no employees subject to collective bargaining agreements. In
addition, we believe we have a good relationship with our employees.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Business (continued)
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Available Information
Information about us is available on our website (http://www.kennedywilson.com) (this website address is
not intended to function as a hyperlink, and the information contained in, or accessible from, our website
is not intended to be a part of this filing). We make available on our website, free of charge, copies of
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
Proxy Statements on Schedule 14A and amendments to those reports and other statements filed or
furnished pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
as soon as reasonably practicable after filing or submitting such material electronically or otherwise
furnishing it to the SEC. In addition, we have previously filed registration statements and other
documents with the SEC. Any document we file is available at the SEC’s internet address at
http://www.sec.gov (this website address is not intended to function as a hyperlink, and the information
contained in, or accessible from, the SEC’s website is not intended to be a part of this filing).
The following discussion and analysis should be read in conjunction with the financial statements and related
notes and the other financial information appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and assumptions. See the section
titled “Forward-Looking Statements” for more information. Actual results could differ materially from those
anticipated in the forward-looking statements as a result of many factors, including those discussed in the
section titled “Risk Factors” and elsewhere in this report.
Unless specifically noted otherwise, as used throughout this Management’s Discussion and Analysis section,
“we,” “our,” “us,” “the Company” or “Kennedy Wilson” refers to Kennedy-Wilson Holdings, Inc. and its wholly-
owned subsidiaries. “Equity partners” refers to the subsidiaries that we consolidate in our financial statements
under U.S. GAAP (other than wholly-owned subsidiaries) and third-party equity providers. Please refer to
“Non-GAAP Measures and Certain Definitions” for definitions of certain terms used throughout this report.
Overview
Kennedy Wilson is a global real estate investment company. We own, operate and develop real estate
with the objective of maximizing earnings over the long run for ourselves and our equity partners.
We focus primarily on multifamily and office properties located in the Western United States, United
Kingdom, and Ireland. As of December 31, 2021, we have 220 employees in 12 offices primarily located
throughout the United States, the United Kingdom, Ireland and Spain. As of December 31, 2021, our
AUM stood at $21.6 billion. The real estate that we hold in our global portfolio consists primarily
of multifamily apartments (55%) and commercial (45%) based on Consolidated NOI and JV NOI.
Geographically, we focus on the Western United States (60%), the United Kingdom (18%) and Ireland
(19%).
COVID-19 Impact and Business Update
The following discussion is intended to provide shareholders with certain information regarding the
Company’s operations and the impact of the COVID-19 pandemic on our business and management’s
efforts to respond to the same. The pandemic commenced during the first quarter of 2020 and
the duration and magnitude of it still remain uncertain at this time. Unless otherwise specified, the
statistical and other information regarding our portfolio and tenants are estimates based on information
available to us as of February 16, 2022. As a result of the rapid development, fluidity and uncertainty
surrounding this situation, we expect that such statistical and other information may change, potentially
significantly, going forward and may not be indicative of the actual impact of the COVID-19 pandemic
on our business, operations, cash flows and financial condition for 2022 and future periods.
Health and Safety of our Employees and Tenants
Our primary objective during the COVID-19 pandemic has been to protect the health and safety of our
employees as well as the tenants and service providers across our portfolio. We have reopened all of our
offices across the globe. Prior to reopening any office, we strictly followed applicable laws in preparing
and maintaining the space to be as safe as possible and providing an environment that encourages the
following of social distancing guidelines, including, without limitation, adopting hybrid office and remote
working schedules and staggering employees’ schedules to ensure ample space is available between
work spaces and occupied offices. We will continue to monitor and follow local laws and guidance to
assess our ability to keep our offices open across the globe. Our IT infrastructure and communications
are robust and we are focused on maintaining business continuity, while doing our share to support
each community where we do business. The daily operations of our business are not materially directly
dependent on a supply chain or production chain that may be disrupted due to the pandemic.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Impact to the Global Economy and Jurisdictions We Invest in
As a result of the unprecedented measures taken across the globe, the disruption and impact of the
COVID-19 pandemic to the global economy and financial markets has been significant. We continue to
closely monitor changes in applicable laws and COVID-19 guidance provided by local, state and federal
regulators, or their equivalents, in the jurisdictions in which we operate. Nearly all the markets in which
we operate continue to enforce some form of restriction and/or special procedures on the operations
of businesses and international travel due to the COVID-19 pandemic. Although the United States,
United Kingdom, Ireland and Spain have eased certain restrictions and have generally started to allow
industries to open and operate, there are still measures and restrictions in place that may increase
or decrease in response to the impact of the COVID-19 pandemic. Additionally, the continued and
long-lasting economic impact of the COVID-19 pandemic may lead to some of our multifamily tenants
having difficulty in making rental payments on time.
In addition, substantial inflationary pressures could have a negative impact on certain real estate
assets, including, without limitation, development projects that do not have guaranteed, or fixed price
contracts and real estate assets with long-term leases that do not provide for short-term rent increases.
However, we continue to seek investments in markets where we see opportunities for stronger
relative growth, including multifamily assets with leases that have an initial term of 12 months or less,
and continue to work to manage cost overrun risks for our development and redevelopment projects
with detailed architectural plans, guaranteed, or fixed price contracts and close supervision by expert
Company executives and personnel. Please refer to Development and Redevelopment in the Liquidity and
Capital Resources section for a more detailed discussion regarding our development initiatives.
Liquidity
Kennedy Wilson has a strong financial and capital position to help withstand the potential near-term
cash flow impact caused by the COVID-19 pandemic. As of December 31, 2021, we had $524.8 million
($327.3 million of which is in foreign currencies of GBP or EUR) of cash on our consolidated balance
sheet and have $425.0 million available to draw on our unsecured revolving credit facility.
As of December 31, 2021, we have 6.1 weighted average years to maturity on our debt obligations. We
have limited debt maturities over 2022, which total $197.3 million which are secured by non-recourse
property-level financings and represent only 2% of our total outstanding debt obligations. During the
year ended December 31, 2021, we closed the following bond offerings: (i) $600 million aggregate
principal amount of 4.750% senior notes due 2029 (the “2029 Notes”), (ii) $600 million aggregate
principal amount of 4.750% senior notes due 2030 (the “2030 Notes”) and (iii) $600 million aggregate
principal amount of 5.000% senior notes due 2031 (the “2031 Notes,” and together with the 2029
Notes and 2030 Notes, the “Notes”). During the year ended December 31, 2021, we used the proceeds
from these offerings, in addition to cash on hand, to fully redeem our existing 5.875% Senior Notes due
2024 (the “2024 Notes”), repay $438.5 million on our revolving line of credit and fully repay the KWE
Bonds due 2022 (“KWE Bonds”). As discussed in further detail in “Liquidity and Capital Resources”, our
need to raise funds from time to time to meet our capital requirements will depend on many factors,
including the success and pace of the implementation of our strategy for strategic and accretive growth
where appropriate. Additionally, we may opportunistically seek to raise capital (equity or debt) when we
believe market conditions are favorable and when consistent with our growth and financing strategies.
Investment portfolio and 2021 Rent Collections
Our investment portfolio is diverse both geographically and by product type. In the United States, our
portfolio is focused in the western part of the country. In Europe, our portfolio is primarily located in
Dublin, Ireland and the United Kingdom.
As of February 16, 2022, we have collected a total of 97% of our share of rents for the year ended
December 31, 2021 from our properties in our global investment portfolio. Such collection rates may
not be indicative of collections in any future period. As of December 31, 2021, 87% of our share of
the total rents that we collect are generated from our global multifamily and office properties. During
the year ended December 31, 2021, we identified $14.3 million of receivables and other lease-related
assets that are no longer probable of being collected. Accordingly, the Company will account for these
leases on a cash basis and recognize rental income to the extent the Company receives cash from the
tenants. Of the $14.3 million identified, $12.9 million related to our Consolidated portfolio and was
recorded as a reduction of rental income and $1.4 million related to our share of rental income on our
Co-Investments portfolio investments and was recorded as a reduction of income from unconsolidated
investments. We have, however, received $11.7 million in cash collections relating to previously
uncollectible amounts during the year ended December 31, 2021, which we have recorded to rental
income. Cash collections are from asset management teams working to collect outstanding receivables
from tenants and the receipt of rental relief amounts from various government programs. We intend to
continue to work with our tenants and utilize programs available to us to make further cash collections
on previously reserved receivables. In addition to the $11.7 million we have collected above we have
submitted $2.3 million of claims to rental relief programs that have not yet been approved and have
$0.4 million that have been approved for payment but not yet been received. We will record additional
rental income when we receive cash from these claims.
Global Multifamily Property Portfolio Rents and Leasing Updates
As of February 16, 2022, we have collected a total of 98% of our share of rents for the year ended
December 31, 2021 from our properties in our global multifamily property portfolio. We have benefited
from certain of our tenants participating in rent relief or assistance programs available pursuant to
certain legislation passed in the United States and other jurisdictions where we hold multifamily
assets. Our multifamily tenants typically pay through direct debit transactions, and tenants within our
affordable unit portfolio generally receive some assistance from various government programs, which
helps enhance our collection efforts. As the COVID-19 pandemic continues, however, some of our
multifamily tenants may have difficulty in making rental payments on time, or at all.
Global Commercial Property Portfolio Rents and Leasing Update
As of February 16, 2022, we have collected 99% of our share of rents for the year ended December 31,
2021 from properties in our global office property portfolio, 85% of year ended December 31, 2021
rents from the properties in our global retail property portfolio and 98% of rents from our global
industrial property portfolio. As of December 31, 2021, 11% of the total rents that we collect are
generated from our global retail portfolio, 30% are generated from our global office portfolio and 1%
from our global industrial portfolio.
Global Development and Hotel Update
In our development and redevelopment portfolio we have experienced delays on isolated projects, but
we currently do not expect significant cost increases as we have guaranteed, or fixed-rate construction
contracts on most of our projects that are currently under construction and for projects that are in early
phases we have not had to halt activities because we are mainly in the pre-construction phase and are
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
able to continue progress on projects. Ireland incurred two construction impact lockdowns, the first
occurred during the second quarter of 2020 and lasted for six weeks the second lasted for the entirety of
the first quarter of 2021, with phased reopening beginning on April 12, 2021. Construction activity was
halted during these lockdowns. We expect that this will push out our timeline on development projects,
which we were on site, by four to five months but we believe that any associated costs can be covered
within our existing contingency plans on the assumption that there are no further extended national
lockdowns. We have 65,000 square feet of office space and 89 multifamily units that we currently expect
construction to be completed by the end of 2022. We also have three properties consisting of 188,000
square feet of commercial space that are undergoing lease up that we currently expect will be stabilized
by the end of 2022. Our VHH portfolio also has 1,147 units that we expect will finish construction or
complete lease up by the end of 2022. Please refer to Development and Redevelopment in the Liquidity
and Capital Resources section for a more detailed discussion regarding our development initiatives.
The hospitality industry continues to be significantly impacted due to various travel restrictions in
response to the COVID-19 pandemic. We voluntarily closed the Shelbourne Hotel on March 15, 2020
and reopened the hotel on June 29, 2020 when we were permitted to do so under applicable laws and
guidelines. Subsequent to the reopening, Ireland experienced multiple lockdowns and was in lockdown
for the majority of the first half of 2021. The Shelbourne continues to remain open but we expect
continued limited activity at the property due to travel restrictions, as a result of the ongoing COVID-19
pandemic, among other factors. As restrictions have started to be lifted we have seen revenues at The
Shelbourne Hotel for the year ended December 31, 2021 increase of 23% as compared to the year
ended December 31, 2020 and Consolidated NOI is up due to increased revenues as well as a focus on
controlling expenses in the current period.
Results of Operations
The following tables summarize the our results of operations by segment for the years ended December 31,
2021 and 2020 and is intended to be helpful in understanding the year over year explanations following
the tables.
Our results of operations for 2019 and 2020 compared to 2019 can be found under Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, which
is incorporated by reference herein to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, filed with the SEC on February 26, 2021, and is available on the SEC’s website at
www.sec.gov and our Investor Relations website at www.ir.kennedywilson.com.
Statement of Income Presentation
As the Co-Investment business has grown, the Company is updating the presentation of related items
in the statements of income for all periods presented as this presentation reflects the prominence of
this core part of our business and more closely represents how management evaluates results during an
accounting period. The income from unconsolidated investments caption has been expanded to show
principal co-investments and performance allocations. Principal co-investments consists of unrealized
and realized gains on our Co-Investments including any fair value adjustments as the Company’s share
of net income and losses from Co-Investments. Performance allocations relate to special allocations
to co-investments the Company manages based on the cumulative performance of the fund or
investment and are subject to preferred return thresholds of its limited partners. These captions have
been moved above expenses as the Co-Investments business is a significant part of the Company’s
business. As the Company has compensation expense and general and administrative expenses relating
to the management of this business presenting these amounts before Expenses also provides a better
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understanding of the nature of those expenses. Based on the foregoing, we have concluded this change
in presentation is justified by the circumstances thereby supporting presentation in a different position
and in a different manner from our historical presentation.
The Company has reported significant gains on sale of real estate, net in each period presented.
Previously, gains on sale of real estate were presented after expenses. These gains contribute to
the Company’s compensation and related expenses and accordingly presentation of this significant,
recurring component that is directly correlated to expenses should, in management’s view, precede
those expenses on the statements of income. Furthermore, the Company accounts for gains on sale
of real estate under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of
Nonfinancial Assets and we have determined that the updated presentation complies with that standard.
(Dollars in millions)
Revenue
Rental
Hotel
Investment management fees
Property services fees
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on early extinguishment of debt
Other loss
Provision for income taxes
Net income (loss)
Net income attributable to the noncontrolling interests
Preferred dividends and accretion of preferred stock issuance costs
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
common shareholders
Add back (less):
Interest expense
Loss on early extinguishment of debt
Kennedy Wilson’s share of interest expense included in
unconsolidated investments
Depreciation and amortization
Kennedy Wilson’s share of depreciation and amortization included
in unconsolidated investments
Provision for income taxes
Fees eliminated in consolidation
Share-based compensation
Preferred dividends and accretion of preferred stock issuance costs
EBITDA adjustments attributable to noncontrolling interests(2)
Consolidated
Co-Investments Corporate
Total
Year Ended December 31, 2021
$ 390.5
17.1
—
—
—
$ — $ —
—
—
—
35.3
2.1
—
—
8.6
$ 390.5
17.1
35.3
2.1
8.6
407.6
43.9
2.1
453.6
—
—
—
412.7
132.7
12.7
60.4
—
—
18.5
166.3
390.6
(119.1)
(19.2)
(4.7)
(23.0)
263.7
(6.0)
—
257.7
119.1
19.2
—
166.3
—
23.0
(0.5)
—
—
(7.3)
271.1
117.9
389.0
—
—
—
40.4
—
42.0
8.5
—
90.9
—
—
—
—
342.0
—
—
—
—
—
—
—
—
33.1
28.7
—
6.3
—
68.1
(73.3)
(26.5)
(0.3)
(103.2)
(269.3)
—
(17.2)
271.1
117.9
389.0
412.7
132.7
12.7
133.9
28.7
42.0
33.3
166.3
549.6
(192.4)
(45.7)
(5.0)
(126.2)
336.4
(6.0)
(17.2)
342.0
(286.5)
313.2
—
—
40.2
—
5.3
—
0.5
—
—
—
73.3
26.5
—
—
—
103.2
—
28.7
17.2
—
192.4
45.7
40.2
166.3
5.3
126.2
—
28.7
17.2
(7.3)
Adjusted EBITDA(1)
$ 577.5
$ 388.0 $ (37.6) $ 927.9
(1) See “Non-GAAP Measures and Certain Definitions” for definitions and discussion of Adjusted EBITDA.
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Consolidated
Co-Investments Corporate
Total
Year Ended December 31, 2020
Kennedy Wilson Consolidated Financial Results: Year Ended December 31, 2021 Compared to the Year
Ended December 31, 2020
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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a
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F
i
$ 403.9
13.9
—
—
—
$ — $ — $ 403.9
13.9
22.5
10.6
3.1
—
22.5
—
3.1
—
—
10.6
—
417.8
25.6
10.6
454.0
(Dollars in millions)
Revenue
Rental
Hotel
Investment management fees
Property services fees
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on early extinguishment of debt
Other loss
Provision for income taxes
Net income (loss)
Net loss attributable to the noncontrolling interests
Preferred dividends and accretion of preferred stock issuance costs
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
common shareholders
Add back (less):
Interest expense
Loss on early extinguishment of debt
Kennedy Wilson’s share of interest expense included in
unconsolidated investments
Depreciation and amortization
Kennedy Wilson’s share of depreciation and amortization included in
unconsolidated investments
Provision for income taxes
Kennedy Wilson’s share of taxes included in unconsolidated
investments
Fees eliminated in consolidation
Share-based compensation
Preferred dividends and accretion of preferred stock issuance costs
EBITDA adjustments attributable to noncontrolling interests(2)
—
—
—
338.0
135.7
13.8
59.7
—
—
20.6
179.6
409.4
(132.4)
(9.3)
(1.4)
(18.4)
184.9
2.3
—
187.2
132.4
9.3
—
179.6
—
18.4
—
(1.1)
—
—
(9.8)
78.3
2.7
81.0
—
—
—
20.8
—
0.2
5.9
—
26.9
—
—
—
—
79.7
—
—
—
—
—
—
—
—
31.4
32.3
—
8.1
—
71.8
(69.5)
—
(0.9)
(25.2)
(156.8)
—
(17.2)
78.3
2.7
81.0
338.0
135.7
13.8
111.9
32.3
0.2
34.6
179.6
508.1
(201.9)
(9.3)
(2.3)
(43.6)
107.8
2.3
(17.2)
—
—
33.0
—
6.9
—
1.1
1.1
—
—
—
69.5
—
—
—
—
25.2
—
—
32.3
17.2
—
201.9
9.3
33.0
179.6
6.9
43.6
1.1
—
32.3
17.2
(9.8)
Adjusted EBITDA(1)
$ 516.0
$ 121.8
$ (29.8) $ 608.0
(1) See “Non-GAAP Measures and Certain Definitions” for definitions and discussion of Adjusted EBITDA.
1
2
0
2
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N
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44
Financial Highlights
GAAP net income to common shareholders was $313.2 million and $92.9 million for the years
ended December 31, 2021 and 2020, respectively.
Adjusted EBITDA was $927.9 million for the year ended December 31, 2021, a 51% increase from
$608.0 million for 2020. The increase in GAAP net income to common shareholders and Adjusted
EBITDA is due to higher gains on sale of real estate and fair value increases on our Co-Investment assets
offset by losses on early extinguishment of debt during the year ended December 31, 2021 as compared
to the prior period.
Operational Highlights
Same store property highlights for the year ended December 31, 2021 include:
• For our 12,770 same property multifamily units for the year ended December 31, 2021 as
compared to the prior period:
• occupancy increased 1% to 95%
• net operating income increased 5%
• total revenues increased 4%
• For our 4.1 million square feet of same property office real estate for the year ended December 31,
2021 as compared to the prior period:
• occupancy remained flat at 95% from the same period in 2020
• total revenues increased 6%
• Investment Transactions
• acquired $2.9 billion of assets (our share of which was $1.4 billion) and sold $1.5 billion of assets
(our share of which was $811.9 million)
• originated $1.2 billion of loans (our share of which was $94.3 million) and had $253.1 million of
loans that were repaid (our share of which was $35.1 million)
• Significant Transactions
• We recorded significant fair value gains and performance allocation accruals (aggregate of
$331.4 million) in the current period primarily due to the increase in value of our United States
multifamily portfolio and European industrial portfolio. We have recently observed material rental
rate increases for new leases and renewals in our US multifamily portfolio which has increased
the NOI at the properties. We have also observed (both from recent transactions that we have
entered into and third party transactional market data) significant cap rate compression of US
multifamily assets and industrial assets in our markets which also contributed to the fair value
gains that we recorded during the period.
• On June 25, 2021, the Company and a global institutional investor partner launched a new
joint venture with respect to core-plus multifamily properties located in the Western United
States (the “JV”). The JV commenced with the partner purchasing a 49% ownership stake in nine
multifamily assets (2,809 units) previously wholly-owned by us and valued at approximately
$800 million (the “MF seed portfolio”). The sale of the 49% ownership interest in the seed
portfolio to its partner generated cash to the Company of $167 million. We do not control the
i
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0
2
1
45
79.7
(174.0)
92.9
• net operating income increased 6%
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
JV, which led to the deconsolidation of our retained 51% interest resulting in a gain on sale of
real estate in accordance with U.S. GAAP of $332.0 million. The gain is due to the sale of the
49% interest to our partner and the recording of our retained 51% interest in the remaining
unconsolidated investments at the fair value established by the transaction. We earn customary
asset management fees from our equity partner and will treat our retained interest as a fair value
unconsolidated investment going forward.
• During the year ended December 31, 2021, we also sold Friars Bridge Court a wholly-owned
office property in the United Kingdom for a gain on sale of real estate of $73.9 million.
• We issued $1.8 billion in new senior notes and retired previous outstanding senior notes
and KWE Bonds and repaid $438.5 million on our revolving line of credit. These transactions
extended the weighted average maturity of our debt to 6.1 years and lowered our weighted
average interest expense to 3.5% from 4.1 years and 3.7% at December 31, 2020. We recognized
a loss of $42.8 million due to the extinguishment of the 2024 Notes and KWE Bonds during the
year ended December 31, 2021.
Foreign Exchange—Results of Operations
A significant portion of our investments are in foreign currencies. We typically do not hedge future
operations or cash flows so changes in foreign currency rates will have an impact on our results of
operations. We have included the table below to illustrate the impact these fluctuations have had on our
revenues, net income and Adjusted EBITDA by applying the relevant exchange rates for the prior period.
Please refer to the section titled “Currency Risk—Foreign Currencies” in Item 3 for a discussion of risks
relating to foreign currency and our hedging strategy and the “Other Comprehensive Income” section below
for a discussion of the balance sheet impact of foreign currency movements on our results of operations.
Revenues
Net Income
Adjusted EBITDA
Revenues
Net Income
Adjusted EBITDA
Year Ended December 31, 2021
Consolidated
Co-Investment
$ 0.8
(0.1)
1.0
—% $ (0.4)
(2.4)
—%
(3.0)
—%
—% $ 0.4
(2.5)
(1)%
(2.0)
—%
Total
—%
(1)%
—%
Year Ended December 31, 2020
Consolidated
Co-Investment
$ (5.5)
(0.8)
(5.8)
(1)% $ 0.1
1.5
(1)%
1.6
(1)%
—% $ (5.4)
0.7
2%
(4.2)
—%
Total
(1)%
1%
(1)%
Rental income was $390.5 million for the year ended December 31, 2021 as compared to $403.9 million
for 2020. The $13.4 million decrease is primarily due to the deconsolidation of the MF seed portfolio
in the second quarter 2021 which led to a $26.3 million decrease in rental income. We still own 51%
of the MF seed portfolio but rental income amounts are now in principal co-investments within income
from unconsolidated investments. We also had a $7.7 million write-off of lease related assets related
to the termination of a lease at Friars Bridge Court prior to its sale as discussed above. These decreases
were offset by multifamily acquisitions in the Mountain States and office acquisitions in the United
Kingdom completed during the period. Additionally, we had a $12.9 million reduction to rental income
for the year ended December 31, 2021 as we assessed the full collection of these rents as improbable.
In the previous year, we had a $13.5 million reduction to rental income relating to improbable rent
collections. Both periods were driven by the impact of COVID-19 pandemic. The reduction was offset
by the cash collection of $11.7 million we received during the year ended December 31, 2021 on
previously reserved receivables which increased rental income with no comparable activity in the prior
period. The cash collections were primarily from governmental assistance programs for multifamily
properties and collections of past due receivables at retail properties. We had 11% growth in rental
income for our same store properties in the fourth quarter 2021 and expect this trend to continue into
2022 as tenants trade out apartments as COVID-19 restrictions and concerns start to abate.
Hotel income was $17.1 million for the year ended December 31, 2021 as compared to $13.9 million
for 2020. The $3.2 million increase is primarily due to improved operations of the Shelbourne Hotel
during the year ended December 31, 2021 as Ireland COVID restrictions have eased.
Gain on sale of real estate, net was $412.7 million for the year ended December 31, 2021 as compared
to $338.0 million in the prior period. The gains recognized during the year ended December 31, 2021
relates to the sale of a 49% interest in and resulting deconsolidation of the assets that made up the MF
seed portfolio and the sale of Friars Bridge Court, an office building in the United Kingdom. For the
year ended December 31, 2020, gains on sale of real estate, net primarily relate to the sale of certain
consolidated UK industrial assets to the European Industrial JV, the Club Palisades multifamily property
in the Western United States, Baggot Plaza in Dublin, Ireland, Pioneer Point a multifamily property in the
United Kingdom and certain other non-core assets in Europe. Included in the gains on sale of real estate,
net for December 31, 2021 is an impairment loss of $20.9 million on two retail properties in the United
Kingdom and a residential property in the Western United States. For the year ended December 31, 2020
an impairment loss of $15.6 million on five retail properties in the United Kingdom and a residential
property in the Western United States was recorded in gains on the sale of real estate, net.
Rental expenses decreased to $132.7 million for the year ended December 31, 2021 as compared to
$135.7 million for the year ended December 31, 2020. The decrease is due to the Company being a net
seller of assets in the prior period which has led to a decrease in assets in the Consolidated portfolio
and lower rental expenses.
Hotel expenses decreased to $12.7 million for the year ended December 31, 2021 as compared
to $13.8 million for the year ended December 31, 2020 primarily due to a focus on controlling costs in
the current period due to periods of limited operations at The Shelbourne Hotel.
Compensation expense increased to $60.4 million for the year ended December 31, 2021 as
compared to $59.7 million for the year ended December 31, 2020 primarily due to higher discretionary
compensation expense.
General and administrative expenses decreased to $18.5 million for year the ended December 31,
2021 as compared to $20.6 million for the year ended December 31, 2020 due to there being fewer
transactions in the Consolidated portfolio, resulting in lower overhead costs.
Depreciation and amortization decreased by $13.3 million. The decrease is primarily due to the
Company being a net seller of consolidated assets in the prior year as discussed above. This decrease
was offset by a $2.5 million increase relating to the write off of leasing commissions to depreciation
expense from the termination of a lease with a tenant at Friars Bridge Court.
Interest expense was $192.4 million for the year ended December 31, 2021 as compared to $201.9
million for the year ended December 31, 2020. The decrease is due to the decrease in consolidated
property level debt resulting from the sale of assets and the payoff of the KWE Bonds.
Loss on early extinguishment of debt was $19.2 million for the year ended December 31, 2021 as
compared to $9.3 million in the same period in 2020. We incurred a $16.3 million loss associated with
the redemption of the KWE Bonds and the remainder related to prepayment penalties on the refinance
46
47
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
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48
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
of three multifamily property level mortgages. We also incurred a loss associated with the partial
tender offer and subsequent redemption of the total balance of the 2024 Notes during the year ended
December 31, 2021 as explained in the description of the “Corporate” segment below. For the year
ended December 31, 2020 we had loan prepayments on the sale of assets of $9.3 million.
Co-Investment Portfolio Segment
Investment Management
On our Co-Investment Portfolio assets, we receive asset management fees for managing assets on
behalf of our partners. During the year ended December 31, 2021, fees recorded through revenues
were $35.3 million as compared to $22.5 million for the same period in 2020. During the year ended
December 31, 2021 we had higher base management fees as a result of having more assets under
management in our Co-Investment portfolio mainly from bringing in additional investors into our
Europe Fund, new assets under management in our Europe Industrial JV and MF seed portfolio separate
accounts and additional assets under management in our global real estate debt platform. Performance
allocations are recorded as part of income from unconsolidated investments and discussed below.
Loans and other income increased to $8.6 million for the year ended December 31, 2021 as compared
to $3.1 million for the same period in 2020. These amounts represent interest income on our share of
loans within our global real estate debt platform and the increase is due to the growth of the platform
over the last year.
Expenses increased to $90.9 million for the year ended December 31, 2021 as compared to $26.9 million
primarily due to accrued performance allocation compensation to employees relating to an increase in
performance allocations on Co-Investments and higher discretionary compensation expenses.
Co-investment operations
In addition to our management of investments in the Co-Investment Portfolio, we have ownership
interests in the properties. The table below represents a breakout of the amounts within income from
unconsolidated investments which represents our share of underlying property investments in the
Co-Investment Portfolio assets and any performance allocations relating to our management of these
properties for the year ended December 31, 2021 and the year ended December 31, 2020:
Revenue
Rental
Sale of real estate
Total revenue
Fair Value/other adjustments
Loss on sale of real estate, net
Performance allocations
Expenses
Rental
Cost of real estate sold
Depreciation and amortization
Total expenses
Interest expense
Other loss
Provision for income taxes
Year Ended December 31,
2020
2021
$ 177.6 $ 148.1
11.5
39.5
217.1
159.6
210.6
(3.1)
117.9
53.2
36.8
5.6
95.6
(40.0)
(17.9)
—
43.9
(11.5)
2.6
45.6
13.3
6.9
65.8
(33.1)
(13.7)
(1.0)
Income from unconsolidated investments
$ 389.0 $ 81.0
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Our share of JV NOI (rental income net of rental operating expenses) increased in the current period
due to new acquisitions as well as the sale of interests in previously consolidated properties into
unconsolidated partnerships resulting in moving the recognition of income from these assets from
our Consolidated portfolio to our Co-Investment portfolio as described above. During the year
ended December 31, 2020, we received a surrender premium, which is a breakage fee we received from
a tenant in the United Kingdom related to the early extinguishment of its lease and we experienced an
increase in NOI in our VHH portfolio. Increases in JV NOI were offset by an impairment loss recorded
in the third quarter of 2020 included in the table above within loss on sale of real estate of $6.7 million
relating to a property in a retail portfolio in the United Kingdom that was subsequently sold during
2020, we took an additional impairment loss of $4.2 million in the fourth quarter 2020 on this portfolio
that brought the carrying value of this joint venture to zero.
During the year ended December 31, 2021, we had higher fair values primarily from increases in NOI
as a result of significant increases in market rents and cap rate compression in our market rate fair
value multifamily assets in the Western United States and industrial assets in Europe. The cap rate
compression was supported by recent transactions entered into by the Company, appraisals, as well
as third party transactional and market data. NOI increases and cap rate compression both led to the
increase in fair values. We also had fair value gains due to resyndications and cap rate compression in
our VHH portfolio and fair value increases in our retained unconsolidated investment interest in the
Zonda business from Meyers Research after our sale of that business in 2018.
During the year ended December 31, 2020, we had fair value gains on VHH primarily relating to
conversions of development projects to operating properties as construction work was completed and
lease up of the properties commenced. We also had fair value gains associated with the completion of
Clancy Quay Phase 3 which is currently undergoing lease up and net foreign exchange gains relating to
the strengthening of the euro against the U.S. dollar on our euro denominated fair value investments.
During the year ended December 31, 2021, we recorded a net $117.9 million increase in the accrual for
performance allocations relating to our commingled funds and separate account investments. The increase
in the accrual is due to higher fair values on market rate multifamily properties as discussed above and
European Industrial JV assets in commingled funds and separate account investments that we manage.
We had $9.6 million of realized promote collected during the year ended December 31, 2021 from a
separate account that held office properties in the Seattle area that fully disposed of all its assets in the
third quarter 2021. During the year ended December 31, 2020, we recorded a net $2.6 million increase in
the accrual for performance allocations. This was mainly due to increased values in the AXA joint venture
primarily due to the completion of Clancy Quay Phase 3 as further discussed above and a portfolio of
office buildings we manage in the Seattle area. These increases were offset by reductions in accrued
performance allocations associated Fund V and VI due to lack of transactional activity for the period.
Corporate
Property services fees decreased to $2.1 million during the year ended December 31, 2021 as
compared to $10.6 million for December 31, 2020, due to the sale of the Property Services group in
October 2020. The Company still maintains its estate sales and marketing business which generates
certain real estate related services activity.
Expenses for the year ended December 31, 2021 were approximately $68.1 million as compared
to $71.8 million for the year ended December 31, 2020 the decrease is due to lower general and
administration expenses from the sale of the Property Services group in the prior period and lower
R
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49
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
share-based compensation expense in the current period. This amount includes any accrued amounts
for grants made to our non-named executive officer employees under our Deferred Compensation Plan
as discussed in this report.
Interest expense was $73.3 million for the year ended December 31, 2021 as compared to $69.5
million for the same period in 2020. The increase is due to higher corporate debt balances for the year
ended December 31, 2021 primarily from the 2030 Notes issuance which a portion of was used to
repay the KWE Notes. Interest expense associated with the KWE Notes was part of the Consolidated
segment which had lower interest expense for the year ended December 31, 2021.
The $26.5 million loss on the early extinguishment of debt is due to the extinguishment of the
2024 Notes and resulting premium and write off of capitalized debt costs and debt discount with no
comparable activity in the prior period.
Our provision for income taxes was $126.2 million for the year ended December 31, 2021 as compared to
an income tax provision of $43.6 million for the year ended December 31, 2020. The increase in income
tax expense is primarily attributable to a $311.1 million increase in worldwide pre-tax book income in
2021 as compared to the same period in the prior year. Our effective tax rate for December 31, 2021 was
27.3% as compared to an effective tax rate of 28.8% in 2020. The effective tax rate for 2021 exceeds
the statutory tax rate due to non-deductible executive compensation, certain foreign taxes which
are not creditable in the United States, and disallowed interest deductions in the United Kingdom.
The effective tax rate for 2020 exceeds the statutory tax rate due to non-deductible executive
compensation, an increased in valuation allowances against deferred tax assets, and disallowed interest
deductions in the United Kingdom.
Comprehensive Income
The two major components that drive the change in other comprehensive income are the changes in
foreign currency rates and the gains or loss of any associated foreign currency hedges. Please refer to
the section titled “Currency Risk—Foreign Currencies” in Item 3 for a discussion of our risks relating to
foreign currency and our hedging strategy. Below is a table that details the activity for the years ended
December 31, 2021 and 2020.
Year Ended December 31,
(Dollars in millions)
Net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
Unrealized foreign currency translation (loss) gain, net of noncontrolling interests and tax
Amounts reclassified out of accumulated other comprehensive loss during the period
Unrealized foreign currency derivative contract gain (loss), net of noncontrolling interests and tax
Unrealized gain (loss) on interest rate swaps
2021
2020
$ 313.2 $ 92.9
65.8
0.8
(37.8)
(5.2)
(57.5)
2.2
56.2
3.2
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
$ 317.3 $ 116.5
The main currencies that the Company has exposure to are the euro and pound sterling. The table
below represents the change in rates over the year ended December 31, 2021 and 2020 as compared
to the U.S. Dollar:
Euro
GBP
Year Ended December 31,
2020
2021
(6.9)%
(1.1)%
9.0 %
3.0 %
Comprehensive income, net of taxes and noncontrolling interests, for the year ended December 31,
2021 and 2020 was $317.3 million and $116.5 million, respectively. The Company experienced net
unrealized losses on foreign currency through other comprehensive income for the period due to EUR
50
and GBP weakening against the U.S. Dollar. Unrealized hedge gains were driven by hedges that KWE
holds on its euro denominated investments and hedges that the Company has on its GBP denominated
investments. The Company also has interest rate swap contracts to swap some of its variable rate loans
to fixed rate terms which resulted in unrealized gains on interest rate swaps from the reversal of prior
losses as the contracts get closer to their maturity date.
Liquidity and Capital Resources
Our liquidity and capital resources requirements include acquisitions of real estate and real estate
related assets, funding development projects, capital expenditures for consolidated real estate and
unconsolidated investments, working capital needs, interest and principal payments on our debt and
dividends to our common and preferred shareholders. We finance these activities with internally
generated funds through general operations including rental income, asset sales, borrowings under
our revolving line of credit, sales of equity (common and preferred) and debt securities and cash out
refinancings to the extent they are available and fit within our overall portfolio leverage strategy. Our
investments in real estate are typically financed with equity from our balance sheet, third party equity
and mortgage loans secured by that real estate. These mortgage loans are generally nonrecourse in
that, in the event of default, recourse will be limited to the mortgaged property serving as collateral,
subject to limited customary exceptions. In some cases, we guarantee a portion of the loan related
to a consolidated property or an unconsolidated investment, usually until some condition, such as
completion of construction or leasing or certain net operating income criteria, has been met. We do not
expect these guarantees to materially affect liquidity or capital resources. Please refer to the section
titled “Off Balance Sheet Arrangements” for further information.
Our short-term liquidity requirements primarily consist of operating expenses and other expenditures
associated with our properties, dividend payments to our common and preferred shareholders, interest
on our unsecured corporate debt, development, redevelopment and capital expenditures and, potentially,
share repurchases and acquisitions. We currently expect to meet our short-term liquidity requirements
through our existing cash and cash equivalents plus capital generated from our investments, and sales
of real estate as well as availability on our current revolving lines of credit. As of December 31, 2021, we
and our consolidated subsidiaries had approximately $524.8 million ($327.3 million of which is in foreign
currencies of GBP or EUR) of consolidated cash (as shown on our consolidated balance sheet), our share
of cash held at unconsolidated Co-Investment Portfolio assets was $103.7 million and we had $425.0
million of availability under lines of credit. As of December 31, 2021, we have $24.2 million of restricted
cash, which is included in cash and cash equivalents, that primarily relates to lender reserves associated
with consolidated mortgages that we hold on properties. These reserves typically relate to interest, tax,
insurance and future capital expenditures at the properties.
Additionally, we are subject to withholding taxes to the extent we repatriate cash from certain of our
foreign subsidiaries. Under the KWE Notes covenants, we have to maintain certain interest coverage
and leverage ratios to remain in compliance (see “Indebtedness and Related Covenants” for more detail
on KWE Notes). Due to these covenants, we evaluate the tax and covenant implications before we
distribute cash, which could impact the availability of funds at the corporate level.
Our need to raise funds from time to time to meet our capital requirements will depend on many
factors, including the success and pace of the implementation of our strategy for strategic and accretive
growth where appropriate. Additionally, we may opportunistically seek to raise capital (equity or
debt) when we believe market conditions are favorable and when consistent with our growth and
financing strategies. We may also seek third party financing to the extent that we engage in additional
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Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
strategic investments, including in order to raise capital necessary to execute potential development or
redevelopment strategies or acquire real estate, note portfolios, or other real estate related companies
or real estate related securities. Similarly, we may from time to time seek to refinance our existing
indebtedness opportunistically in order to reduce our overall cost of debt capital or optimize the
maturity schedule of our outstanding indebtedness, or for other strategic reasons. Please also see the
section titled “COVID-19 Impact” above and Part I. Item 1A Risk Factors.
Development and redevelopment
Kennedy Wilson has a number of market rate development, redevelopment and entitlement projects
that are underway or are in the planning stages. These initiatives, if completed, will result in market-
rate income producing assets. As of December 31, 2021 we have 2,279 multifamily units, 0.5 million
commercial rentable square feet and 150 hotel rooms we are actively developing. If these projects were
brought to completion the estimated share of the Company’s total cost would be approximately $1.2
billion, which we expect would be funded through our existing equity, third party equity, project sales
and secured debt financing. As of December 31, 2021, we have incurred $550.0 million of costs to date
and expect to spend an additional $669.0 million to develop to completion or complete the entitlement
process on these projects. Of the $669.0 million of remaining costs to complete we currently expect
$285.0 million of it to be funded through cash from us over the life of the projects. This represents
total capital over the life of the projects and is not a representation of peak equity and does not take
into account any distributions over the course of the investment. When development projects are
completed they typically move into our unstabilized category as they undergo lease up post-completion.
In addition to the market rate development and redevelopment projects described above, we have
2,130 affordable and/or age-restricted multifamily units within our VHH platform that we are currently
developing or in the process of stabilizing. We expect to have no cash equity basis in these projects
at completion due to the use of property level debt and proceeds from the sale of tax credits. If these
projects are brought to completion we expect to receive $24.6 million in cash from paid developer fees
and proceeds from the sale of tax credits.
The figures described in the two preceding paragraphs and in the table below are budgeted costs and
are subject to change. There is no certainty that the Company will develop or redevelop any or all of
these potential projects and the Company and its equity partners are under no obligation to complete
these projects and may dispose of any such assets after adding value through the entitlement process.
These are budgeted figures and are subject to change (increase or decrease) due to a number of factors
(some of which are beyond our control), including, that these projects are being developed under
construction management contracts with the general contractors and therefore we and our equity
partners could be called upon to contribute additional capital in the event that actual costs exceed
budgeted costs. The scope of these projects may also change. The estimated costs and amounts of cash
to complete projects reflected in the table below represent management’s current expectations and the
total costs incurred to date include the land costs of these projects.
The table below describes the market rate development or redevelopment projects that the Company is
undergoing or considering, and excludes the affordable and/or age-restricted multifamily units that it is
developing in its VHH platform and its residential investments ($ in millions).
Location
Type
Investment
Status
Ireland(3)
Office
Kildare(5)
Mountain
West
Nor
California
Mountain
West
Mountain
West
Ireland(3)
Multifamily RiverPointe(5)
Multifamily 38o North Phase II(5) Under
Multifamily Dovetail(5)
Multifamily Oxbow
Office
Coopers Cross(6)
Ireland(3)
Multifamily Coopers Cross(6)
Ireland(3)
Multifamily Grange(6)
Hawaii
Pacific
Northwest
Ireland(3)
So.
California
Mountain
West
Hotel
Kona Village
Resort(6)
Multifamily Two10
Mixed-Use The Cornerstone
(formerly
“Leisureplex”)(5)
Multifamily University Glen
Phase II(5)
Multifamily Bend
If Completed
Current
Est.
Completion
Date(1)
Commercial
Sq. Ft.
MF Units /
Hotel Rooms
KW Est.
Total
Cost(4)
KW Costs
Incurred(4)
KW Est.
Costs to
Complete(2)
2022
65,000
— $ 63 $ 53 $ 10
2022
2023
2023
2023
—
—
—
—
89
23
172
73
240
56
268
41
2023
395,000
—
168
2023
—
471
125
2023
7,000
287
70
12
7
10
6
77
91
36
11
66
46
35
91
34
34
2023
2023
—
—
210
60
150
342
210
132
2024
20,000
232
71
2024
TBD
—
—
310
109
TBD
TBD
7
21
2
18
53
50
107
TBD
Under
Construction
Under
Construction
Construction
Under
Construction
Under
Construction
Under
Construction
Under
Construction
Under
Construction
Under
Construction
Under
Construction
Under
Construction
Planning
Received
In Planning
Total
487,000
2,429
1,201 $ 550 $ 669
(1) The actual completion date for projects is subject to several factors, many of which are not within our control. Accordingly, the projects
identified may not be completed when expected, or at all.
(2) Figures shown in this column are an estimate of our remaining costs to develop to completion or to complete the entitlement process,
as applicable, as of December 31, 2021. Total remaining costs may be financed with third-party cash contributions, proceeds from
projected sales, and/or debt financing. We expect to fund $285 million of our share of remaining costs to complete with cash over the
life of these projects. These figures are budgeted costs and are subject to change. There is no guarantee that we will be able to secure
the project-level debt financing that is assumed in the figures above. If we are unable to secure such financing, the amount of capital
we will have to invest to complete the projects above may significantly increase. Our cost to complete differs from our share total
capitalization as the latter includes costs that have already been incurred to date while the former relates to future estimated costs
(3) Estimated foreign exchange rates are €0.88 = $1 USD and £0.74 = $1 USD, related to NOI.
(4) Includes land costs.
(5) Included in Consolidated Portfolio Segment
(6) Included in Co-Investment Portfolio Segment
Unstabilized and Value Add Capital Expenditure Programs
We currently have eight assets that comprise 0.9 million commercial square feet that are currently
unstabilized and are undergoing various stages of lease-up, value-add or development. In order to
stabilize these assets we project our share of costs to complete to be $44.1 million. The cost to
complete this work and the time frame described is subject to many uncertainties that are beyond our
control, and the actual costs may be significantly higher than the estimates shown below.
52
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The table below describes assets that are currently unstabilized ($ in millions):
Property
Location
2022
Hanover Quay
Stockley Park
Maidenhead
Ireland(2)
United Kingdom(2)
United Kingdom(2)
2022 Subtotal
Type
Office
Office
Office
2023
Southern California Office
The Oaks
136 El Camino
Southern California Office
Hamilton Landing H7 Northern California Office
Various
Office
United Kingdom(2)
2023 Subtotal
Total Lease-Up
KW
Ownership
# of
Assets
Commercial
Sq. Ft. Leased %
KW Est. Costs to
Complete(1)
60%
100%
100%
100%
100%
100%
100%
1
1
1
3
1
1
1
2
5
8
69,000
54,000
65,000
188,000
357,000
30,000
61,000
281,000
729,000
—% $
—
—
—%
59%
—
—
34
42%
917,000
33% $
2.5
0.2
0.1
2.8
10.9
8.9
5.8
15.7
41.3
44.1
Note: The table above excludes minority-interest investments and four wholly-owned assets expected to sell, totaling 333 units, 1.4
million commercial sq. ft., and KW Gross Asset Value of $131.9 million.
(1) 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 December 31, 2021. Total remaining costs may be financed with third-party cash contributions,
proceeds from projected sales, and/or debt financing. 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.
(2) Estimated foreign exchange rates are €0.88 = $1 USD and £0.74 = $1 USD, related to NOI.
In addition to our development, redevelopment and stabilization initiatives, we regularly implement a
value-add approach to our consolidated and unconsolidated investments, which includes rehabbing
properties and adding or updating property amenities. The capital required to implement these value-
add initiatives is typically funded with capital calls, refinancing or supplemental financings at the
property level. We are not required to make these investments, but they are a key driver in our ability
to increase net operating income at our properties post acquisition.
Other Items
On March 20, 2018, our Board of Directors approved the repurchase of up to $250 million of the
Company’s common stock. On November 3, 2020, the Company’s board of directors authorized an
expansion of its existing $250 million share repurchase plan to $500 million. Repurchases under the
program may be made in the open market, in privately negotiated transactions, through the net settlement
of the Company’s restricted stock grants or otherwise, with the amount and timing of repurchases
dependent on market conditions and subject to the Company’s discretion. The program does not obligate
the Company to repurchase any specific number of shares and, subject to compliance with applicable
laws, may be suspended or terminated at any time without prior notice. As of December 31, 2021, we
had $176.0 million remaining under the plan for stock repurchases. Please see the section titled “Purchases
of Equity Securities by the Company” in Part II of this annual report on Form 10-K for additional information.
The Company maintains a deferred compensation program for certain employees of the Company (the
“Deferred Compensation Program”). The named executive officers of the Company are not participants
of the Deferred Compensation Program. The compensation committee of the Company’s board of
directors approves an amount annually to be allocated to certain employees of the Company in the
United States and in Europe. The amount allocated to each employee vests ratably over a three-year
vesting period, subject to continued employment with the Company. Prior to 2022, half of the allocated
amount was tied specifically to the performance and value of the Company’s common stock at the
time of each vesting (“Bonus Units”). Beginning 2022, the entire amount allocated to each employee
consisted of Bonus Units. Under the Deferred Compensation Program, at the time of each vesting, the
employees receive an amount equal to either the dividend yield of the Company’s common stock or
the actual amount of dividends paid on the Company common stock (in the case of Bonus Units) during
the immediately preceding year on the amount that is subject to such vesting. During the years ended
December 31, 2021, 2020 and 2019 the Company recognized $11.7 million, $6.4 million and $3.6
million, respectively, under the Deferred Cash Bonus Program.
The Company also maintains a performance allocation sharing program for certain employees of
the Company (the “Performance Allocation Sharing Program”). The named executive officers of the
Company are not participants of the Performance Allocation Sharing Program. The compensation
committee of the Company’s board of directors approved, reserved and authorized executive
management to issue up to thirty-five percent (35%) of any performance allocations earned by certain
commingled funds and separate account investments to be allocated to certain non-NEO employees
of the Company. Sixty percent of the award to each employee vest ratably over four years and the
remaining forty percent vest upon the consummation of a liquidity event of the investment whereby
the Company actually receives cash performance allocations from its partner. The full performance
allocation earned by the Company will be recorded to income from unconsolidated investments and the
amount allocated to employees is recorded as performance allocation compensation.
The Company also recently implemented a global employee co-investment program (the “Co-
Investment Program”). The named executive officers are not participants of the Co-Investment Program.
Under the Co-Investment Program, certain employees are provided the opportunity to invest alongside
the Company in its investments (in all future investments and certain recently acquired transactions).
The amount of funds that the employees, as a group, can invest in the Company’s investments is capped
at 1.5% of the Company’s equity. Participants in the Co-Investment Program will make commitments to
the program every year. Generally (with limited exceptions), participants in the Co-Investment Program
will invest in every investment made by the Company (investments that such employee has an active
role in acquiring and managing) in the applicable year.
Cash Flows
The following table summarizes the cash provided by or used in our operating, investing and financing
activities for the years ended December 31, 2021, 2020 and 2019:
(Dollars in millions)
Net cash used in operating activities
Net cash (used in) provided by investing activities
Net cash provided by (used in) financing activities
Year ended December 31,
2021
2020
2019
$ (30.3) $ (12.6) $ (19.5)
182.3
590.8
(1,038.0)
(85.8)
(206.6)
632.0
Operating
Our cash flows from operating activities are primarily dependent upon operations from consolidated
properties, the operating distributions and fees from our Co-Investment Platform, general and
administrative costs, compensation and interest expense payments. For the years ended December 31,
2021, 2020 and 2019, cash flows used by operations were $30.3 million, $12.6 million and $19.5
million, respectively.
The increase in cash used in operations was primarily due to premiums paid on the early redemption
of 2024 Notes and KWE Bonds, additional interest expense associated with higher corporate loan
balances and a $19.0 million surrender premium we paid to terminate a lease at Friars Bridge Court in
54
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
order to secure a new tenant for the building prior to its sale and the payment of discretionary bonuses.
These were offset by higher operating distributions from our Co-Investment portfolio.
Investing
Our cash flows from investing activities are generally comprised of cash used to fund property acquisitions,
investments in unconsolidated investments, capital expenditures, purchases of loans secured by real estate,
as well as cash received from property sales and return of capital from our co-investments.
Year Ended December 31, 2021
Net cash used in investing activities totaled $1,038.0 million for the year ended December 31, 2021.
We received $486.4 million primarily from the sale of the MF seed portfolio and Friars Bridge Court
an office building in the United Kingdom. We received $82.8 million in investing distributions from
our co-investments primarily from the sale of assets within our comingled funds, refinancing and
resyndications with our VHH portfolio and a partial redemption of a hedge fund investment. Our share
of new loans issued as part of our debt platform were $83.4 million and we received $58.1 million of
proceeds from the sale of a portion of existing loans to equity partners and repayments on loans issued.
During the current period we acquired $1,131.8 million of consolidated real estate assets including
Embassy Gardens an office building in London and multifamily properties in Pacific Northwest and
Mountain West region. We spent $139.2 million on capital expenditures on consolidated assets, as well
as continued investments in our development properties and value add on our operating properties.
We also contributed $280.8 million to unconsolidated investments that were primarily used to fund
our share of capital calls on Kona Village and new acquisitions made within our European Industrial JV
platform and commingled funds. The settlement of foreign currency derivatives was $30.1 million during
the year ended December 31, 2021 primarily due to the cross currency swap on the KWE Bonds.
Year Ended December 31, 2020
Net cash provided by investing activities totaled $590.8 million for the year ended December 31, 2020.
During the year ended December 31, 2020, we spent $70.1 million on acquisitions of consolidated real
estate and $194.1 million on capital expenditures on consolidated assets, as well as continued investments
in our development properties and value add properties. We received $827.8 million from the sale of
industrial assets in the United Kingdom to the European Industrial JV, Baggot Plaza in Dublin, Club
Palisades, a multifamily property in the Western United States, and non-core assets in Europe. Issuance
of new loan investments were $88.6 million during the year ended December 31, 2020. We had $34.1
million of collections on loans primarily from the sale of a loan in Dublin secured by a multifamily property.
We received $177.5 million in investing distributions from our co-investments primarily from the sale of
an additional 30% interest of three multifamily properties to AXA as part of our separate account platform.
We also contributed $111.6 million to unconsolidated investments that were primarily used to fund our
share of capital calls on our commingled funds and investments undergoing development. The settlement
of foreign currency derivatives netted $15.5 million during the year ended December 31, 2020.
Financing
Our net cash related to financing activities is generally impacted by capital-raising activities net of
dividends and distributions paid to common and preferred shareholders and noncontrolling interests as
well as financing activities for consolidated real estate investments.
Year Ended December 31, 2021
Net cash provided by financing activities totaled $632.0 million for the year ended December 31, 2021.
The Company received proceeds of $1,804.3 million from the issuance of 2029 notes, 2030 notes and
2031 notes and repaid $1,150.0 million of the 2024 notes. We drew $314.3 million on our revolving line
of credit and repaid $438.5 million on our revolving line of credit during the year ended December 31,
2021. We incurred $35.6 million of debt issuance costs associated with the issuance of the 2029 notes,
2030 notes and 2031 notes. Kennedy Wilson received proceeds of $1,144.9 million from mortgage
loans to finance and refinance consolidated property acquisitions. These proceeds were offset by the
repayment of $268.2 million of mortgage debt and $504.4 million on our KWE Bonds. During the year
ended December 31, 2021, we paid common dividends of $123.5 million and preferred dividends of
$17.2 million and we repurchased $83.2 million of our common stock under our share repurchase plan.
Year Ended December 31, 2020
Net cash used in financing activities totaled $206.6 million for the year ended December 31, 2020. We
received proceeds of $296.4 million from mortgage loans to finance property acquisitions and to refinance
existing investments, which were offset by the repayment of $487.1 million of investment debt mainly
driven by repayment of mortgages on sold consolidated properties. During the year ended December
31, 2020, we borrowed $200.0 million on our credit facility. Distributions of $18.9 million were paid
to noncontrolling interest holders primarily as a result of asset sales and cash received from financings.
During the year ended December 31, 2020, we paid $126.1 million of dividends to our common
stockholders and $13.6 million of dividends to our preferred shareholders. We also returned $57.4 million
to shareholders through share repurchases as part of our share repurchase plan discussed above.
Contractual Obligations and Commercial Commitments
At December 31, 2021, Kennedy Wilson’s contractual cash obligations, including debt, lines of credit,
operating leases and ground leases included the following:
(Dollars in millions)
Contractual obligations
Borrowings:(1)(4)
Mortgage debt(2)
Senior notes(3)
Credit facility
KWE unsecured bonds(5)
Total borrowings(4)
Operating leases
Ground leases(8)
Payments due by period
Less than
Total
1 year 1–3 years 4–5 years
After 5
years
$ 2,974.9 $ 17.4 $ 1,371.0 $ 725.9 $ 860.6
1,800.0
—
—
1,800.0
75.0
626.2
—
75.0
626.2
—
—
—
—
—
—
5,476.1
2.3
33.2
17.4
1.3
0.3
2,072.2
0.9
0.5
725.9
0.1
0.5
2,660.6
—
31.9
Total contractual cash obligations(6)(7)
$ 5,511.6 $ 19.0 $ 2,073.6 $ 726.5 $ 2,692.5
(1) See Notes 7-9 of our Notes to Consolidated Financial Statements. Figures do not include scheduled interest payments. Assuming each
debt obligation is held until maturity, we estimate that we will make the following interest payments: Less than 1 year - $113.6 million;
1-3 years - $287.0 million; 4-5 years - $83.9 million; After 5 years - $67.2 million. The interest payments on variable rate debt have
been calculated at the interest rate in effect as of December 31, 2021.
(2) Excludes $2.5 million net unamortized debt premium on mortgage debt.
(3) Excludes $3.9 million unamortized debt discount on senior notes.
(4) Excludes $45.8 million of unamortized loan fees.
(5) Excludes $2.1 million net unamortized discount on KWE unsecured bonds.
(6) Kennedy Wilson’s share of contractual obligations, (excluding amounts that are attributable to noncontrolling interests), including
debt, lines of credit, operating leases and ground leases, consisted of the following: Less than 1 year - $18.2 million; 1-3 years -
$2,024.2 million; 4-5 years - $722.2 million; After 5 years - $2,655.2 million.
(7) Table above excludes $113.7 million unfulfilled capital commitments to our unconsolidated investments.
(8) Ground leases on consolidated assets. Amounts are undiscounted and have leases that expire as far out as 2258.
56
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Indebtedness and Related Covenants
The following describes certain indebtedness and related covenants.
Senior Notes Payable
On February 11, 2021, Kennedy-Wilson, Inc., issued $500.0 million aggregate principal amount of
4.750% senior notes due 2029 (the “2029 notes”) and $500.0 million aggregate principal amount of
5.000% senior notes due 2031 (the “2031 notes” and, together with the 2029 notes, the “initial notes”).
On March 15, 2021, Kennedy-Wilson, Inc. issued an additional $100 million aggregate principal of
the 2029 notes and an additional $100 million of the 2031 notes. These additional notes were issued
as “additional notes” under the indentures pursuant to which Kennedy Wilson previously issued
2029 notes and the 2031 notes. On August 23, 2021, Kennedy-Wilson, Inc. issued $600.0 million
aggregate principal amount of 4.750% senior notes due 2030 (the “2030 notes” and, together with the
2029 notes, the 2031 notes and the additional notes, the “notes”). The notes are senior, unsecured
obligations of Kennedy Wilson and are guaranteed by Kennedy-Wilson Holdings, Inc. and certain
subsidiaries of Kennedy Wilson.
The notes accrue interest at a rate of 4.750% (in the case of the 2029 notes), 4.750% (in the case of the
2030 notes) and 5.000% (in the case of the 2031 notes) per annum, payable semi-annually in arrears on
March 1 and September 1 of each year, beginning on September 1, 2021 for the 2029 notes and 2031
notes and March 1, 2022 for the 2030 notes. The notes will mature on March 1, 2029 (in the case of
the 2029 notes), February 1, 2030 (in case of 2030 notes) and March 1, 2031 (in the case of the 2031
notes), in each case unless earlier repurchased or redeemed. At any time prior to March 1, 2024 (in the
case of the 2029 notes), September 1, 2024 (in the case of the 2030 notes) or March 1, 2026 (in the
case of the 2031 notes), Kennedy Wilson may redeem the notes of the applicable series, in whole or in
part, at a redemption price equal to 100% of their principal amount, plus an applicable “make-whole”
premium and accrued and unpaid interest, if any, to the redemption date. At any time and from time to
time on or after March 1, 2024 (in the case of the 2029 notes), September 1, 2024 (in the case of the
2030 notes) or March 1, 2026 (in the case of the 2031 notes), Kennedy Wilson may redeem the notes
of the applicable series, in whole or in part, at specified redemption prices set forth in the indenture
governing the notes of the applicable series, plus accrued and unpaid interest, if any, to the redemption
date. In addition, prior to March 1, 2024 (for 2029 notes and 2031 notes) and September 1, 2024 (for
2030 notes), Kennedy Wilson may redeem up to 40% of the notes of either series from the proceeds of
certain equity offerings. No sinking fund will be provided for the notes. Upon the occurrence of certain
change of control or termination of trading events, holders of the notes may require Kennedy Wilson to
repurchase their notes for cash equal to 101% of the principal amount of the notes to be repurchased,
plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The total
amount of the 2029 notes, 2030 notes and 2031 notes included in the Company’s consolidated balance
sheets was $1.8 billion at December 31, 2021.
KWE Senior Notes Payable
KWE has $625.4 million (based on December 31, 2021 rates) (€550 million) (the “KWE Notes”). The
KWE Notes were issued at a discount and have a carrying value of $624.1 million, have an annual fixed
coupon of 3.25%, and mature in 2025.
Borrowings Under Line of Credit
Kennedy-Wilson, Inc. (the “Borrower”), a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (the
“Company”), KWH and certain subsidiaries of the Company (the “Subsidiary Guarantors”) on March 25,
2020 extended its existing $500 million revolving line of credit (“Second A&R Facility”). Loans under the
Second A&R Facility bear interest at a rate equal to LIBOR plus between 1.75% and 2.50%, depending
on the consolidated leverage ratio as of the applicable measurement date. The Second A&R Facility has
a maturity date of March 25, 2024. Subject to certain conditions precedent and at Kennedy-Wilson,
Inc.’s (the “Borrower”) option, the maturity date of the Second A&R Facility may be extended by
one year.
The Company has $75.0 million outstanding on the A&R Facility on December 31, 2021 with $425.0
million available to be drawn under the revolving credit facility.
Debt Covenants
The Second A&R Facility and the indentures governing the notes contain numerous restrictive
covenants that, among other things, limit Kennedy Wilson’s and certain of its subsidiaries’ ability to
incur additional indebtedness, pay dividends or make distributions to stockholders, repurchase capital
stock or debt, make investments, sell assets or subsidiary stock, create or permit liens, engage in
transactions with affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into
consolidations or mergers. The Second A&R Facility requires Kennedy Wilson to maintain a minimum
consolidated tangible net worth and a specified amount of cash and cash equivalents.
The Second A&R Facility has certain covenants as defined within its Second Amended and Restated
Credit Agreement, dated as of March 25, 2020 (the “Credit Agreement”) that, among other things,
limit the Company and certain of its subsidiaries’ ability to incur additional indebtedness, repurchase
capital stock or debt, sell assets or subsidiary stock, create or permit liens, engage in transactions with
affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into consolidations or
mergers. The Credit Agreement requires the Company to maintain (i) a maximum consolidated leverage
ratio (as defined in the Credit Agreement) of not greater than 65%, measured as of the last day of each
fiscal quarter, (ii) a minimum fixed charge coverage ratio (as defined in the Credit Agreement) of not
less than 1.70 to 1.00, measured as of the last day of each fiscal quarter for the period of four full fiscal
quarters then ended, (iii) a minimum consolidated tangible net worth equal to or greater than the sum
of $1,700,000,000 plus an amount equal to fifty percent (50%) of net equity proceeds received by
the Company after the date of the most recent financial statements that are available as of the March
25, 2020, measured as of the last day of each fiscal quarter, (iv) a maximum recourse leverage ratio
(as defined in the Credit Agreement) of not greater than an amount equal to consolidated tangible net
worth as of the measurement date multiplied by 1.5, measured as of the last day of each fiscal quarter,
(v) a maximum secured recourse leverage ratio (as defined in the Credit Agreement) of not greater than
an amount equal to 3.5% of consolidated total asset value (as defined in the Credit Agreement) and
$299,000,000, (vi) a maximum adjusted secured leverage ratio (as defined in the Credit Agreement) of
not greater than 55%, measured as of the last day of each fiscal quarter, and (vii) liquidity (as defined
in the Credit Agreement) of at least $75.0 million. As of December 31, 2021, the Company was in
compliance with these covenants. The obligations of the Borrower pursuant to the Credit Agreement
are guaranteed by the Company and certain wholly-owned subsidiaries of the Company.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The indentures governing the notes limit Kennedy-Wilson, Inc.’s ability to incur additional indebtedness
if, on the date of such incurrence and after giving effect to the new indebtedness, Kennedy-Wilson,
Inc.’s maximum balance sheet leverage ratio (as defined in the indenture) is greater than 1.50 to 1.00.
This ratio is measured at the time of incurrence of additional indebtedness.
The KWE Notes require KWE to maintain (i) consolidated net indebtedness (as defined in the trust deed
for the notes) of no more than 60% of the total asset value; (ii) consolidated secured indebtedness (less
cash and cash equivalents) of no more than 50% of total asset value; (iii) an interest coverage ratio of at
least 1.5 to 1.0, and (iv) unencumbered assets of no less than 125% of the unsecured indebtedness (less
cash & cash equivalents). The covenants associated with KWE Notes are not an obligation of KWH and
these amounts are presented as a component of our investment debt as it is an unsecured obligation
relating to an underlying investment of ours. As of December 31, 2021, the Company was in compliance
with these covenants.
In addition, loan agreements that govern the Company’s property-level non-recourse financings
that are secured by its properties may contain operational and financial covenants, including but not
limited to, debt yield related covenants and debt service coverage ratio covenants and, with respect
to mortgages secured by certain properties in Europe, loan-to-value ratio covenants. Property-level
non-recourse financings with such loan-to-value covenants require that the underlying properties
are valued on a periodic basis (at least annually). The failure by the Company to comply with such
covenants and/or secure waivers from lenders could result in defaults under these instruments. In
addition, if the Company defaults under a mortgage loan and/or such loan is accelerated by the lender,
it may automatically be in default under any of its property and corporate unsecured loans that contain
cross-default and/or cross-acceleration provisions. Please also see Part I. Item 1A Risk Factors. As of
December 31, 2021, the Company received waivers on certain debt covenants on a loan agreement
governing a total of $71.9 million or 2% of our consolidated mortgage balance. The mortgage is secured
by a retail shopping center in the United Kingdom. The loan is non-recourse to the Company and the
waiver is through February 28, 2022 and covers interest coverage and loan-to-value covenants. The
Company expects to be in compliance with these covenants subsequent to December 31, 2021, or will
seek additional waivers and/or extensions as, and if needed. In the event the Company is required to
seek such additional waivers and/or extensions, the Company is currently confident that it will be able
to secure the same. The Company is current on all payments (principal and interest) for its property-
level mortgages including the loans discussed above.
As of December 31, 2021, the Company was in compliance with or had received waivers on property-
level mortgages on all covenant calculations after taking into consideration the waivers discussed
above.
Off-Balance Sheet Arrangements
Guarantees
We have provided guarantees associated with loans secured by consolidated assets. At December 31,
2021, the maximum potential amount of future payments (undiscounted) we could be required to
make under the guarantees was approximately $186.0 million at December 31, 2021. The guarantees
expire through 2031 and our performance under the guarantees would be required to the extent there
is a shortfall in liquidation between the principal amount of the loan and the net sale proceeds of the
applicable properties. If we were to become obligated to perform on these guarantees, it could have an
adverse effect on our financial condition.
As of December 31, 2021, we have unfulfilled capital commitments totaling $113.7 million to our
unconsolidated investments and $21.6 million to our loan portfolio. In addition to the unfunded capital
commitments on its joint venture investments, the Company has $140.3 million of equity commitments
relating on consolidated and unconsolidated development projects. As we identify investment
opportunities in the future, we may be called upon to contribute additional capital to unconsolidated
investments in satisfaction of our capital commitment obligations.
Non-Recourse Carve Out Guarantees
Most of our real estate properties within our equity partnerships are encumbered by traditional non-
recourse debt obligations. In connection with most of these loans, however, we entered into certain
“non-recourse carve out” guarantees, which provide for the loans to become partially or fully recourse
against us if certain triggering events occur. Although these events are different for each guarantee,
some of the common events include:
• the special purpose property-owning subsidiary’s filing a voluntary petition for bankruptcy;
• the special purpose property-owning subsidiary’s failure to maintain its status as a special purpose
entity; and
• subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain
lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the
associated property.
In the event that any of these triggering events occur and the loans become partially or fully recourse
against us, our business, financial condition, results of operations and common stock price could be
materially adversely affected.
In addition, other items that are customarily recourse to a non-recourse carve out guarantor include,
but are not limited to, the payment of real property taxes, liens which are senior to the mortgage loan
and outstanding security deposits.
Impact of Inflation and Changing Prices
Inflation has not had a significant impact on the results of operations of our company in recent years.
Our exposure to market risk from changing prices consists primarily of fluctuations in rental rates of
commercial and multifamily properties, market interest rates on investment mortgages and debt obligations
and real estate property values. Rental rate increases are dependent upon market conditions and the
competitive environments in the respective locations of the properties. To the extent that we engage in
development activities, we may have exposure to changing prices in materials or cost of labor. The revenues
of the investment management operations with respect to rental properties are highly dependent upon the
aggregate rents of the properties managed, which are affected by rental rates and building occupancy rates.
Employee compensation is the principal cost element of investment management.
Qualitative and Quantitative Disclosures about Market Risk
Our primary market risk exposure relates to changes in interest rates in connection with our short-
term borrowings, some of which bear interest at variable rates based on the lender’s base rate, prime
rate, EURIBOR, GBP LIBOR, or LIBOR plus an applicable borrowing margin. These borrowings do not
give rise to a significant interest rate risk because they have short maturities. However, the amount of
income or loss we recognize for unconsolidated joint ventures or consolidated interest expense from
property level debt may be impacted by changes in interest rates. Our exposure to market risk also
consists of foreign currency exchange rate fluctuations related to our international operations.
60
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest Rate Risk
We have established an interest rate management policy, which attempts to minimize our overall cost
of debt while taking into consideration the earnings implications associated with the volatility of short-
term interest rates. As part of this policy, we have elected to maintain a combination of variable and
fixed rate debt. As of December 31, 2021, 79% of our consolidated debt is fixed rate, 12% is floating
rate with interest caps and 9% is floating rate without interest caps.
We hold variable rate debt on some of our consolidated properties that are subject to interest rate
fluctuations. In order to mitigate some of the risk associated with increasing interest rates we have
purchased interest rate caps that limit the amount that interest expense can increase with rate
increases. However, some of our debt is uncapped and the mortgages that do have interest caps are
subject to increased interest expense until rates hit the level of caps that have been purchased. If
there was a 100-basis point increase or decrease, we would have a $7.4 million increase in interest
expense or negligible interest expense savings during 2021 on our current consolidated mortgages.
The weighted average strike price on caps and maturity of Kennedy Wilson’s variable rate mortgages is
1.65% and approximately 2.2 years, respectively, as of December 31, 2021.
The table below represents contractual balances of our financial instruments at the expected maturity
dates as well as the fair value as of December 31, 2021. The weighted average interest rate for the
various assets and liabilities presented are actual as of December 31, 2021. We closely monitor the
fluctuation in interest rates, and if rates were to increase significantly, we believe that we would be able
to either hedge the change in the interest rate or refinance the loans with fixed interest rate debt. All
instruments included in this analysis are non-trading.
Principal Maturing in:
2022
2023
2024
2025
2026
Thereafter
Total
Fair Value
December 31,
2021
(Dollars in millions)
Interest rate sensitive assets
Cash equivalents
Average interest rate
Fixed rate receivables
Average interest rate(1)
Variable rate receivables
Average interest rate
$524.0
$ —
$ — $ —
$ — $ — $ 524.0
—%
6.9
—%
17.1
4.61%
—%
6.9
6.72%
41.0
8.23%
—%
—
—%
31.5
6.57%
—%
8.8
6.87%
11.2
6.90%
—%
—
—%
—
—%
—%
6.1
6.49%
0.8
4.84%
—%
28.7
0.88%
101.6
31.15%
Total
$548.0
$ 47.9
$ 31.5
$ 20.0
$ — $ 6.9
$ 654.3
Weighted average interest rate(1)
0.17%
8.01%
6.57%
6.89%
—%
6.30%
Interest rate sensitive liabilities
Variable rate borrowings
Average interest rate
Fixed rate borrowings
Average interest rate
$289.8
$ 98.6
$350.7
$ 69.1
$234.1
$ 118.3
$1,160.6
2.03%
6.3
4.76%
2.96%
189.3
2.97%
2.91%
79.9
3.93%
2.38%
1.05%
2.01%
2.20%
1,109.4
243.5
2,683.5
4,311.9
3.41%
3.55%
4.41%
3.77%
Total
$296.1
$287.9
$430.6
$ 1,178.5
$477.6
$ 2,801.8
$5,472.5
Weighted average interest rate
2.09%
2.96%
3.10%
3.35%
2.32%
4.31%
3.44%
(1) Interest rate sensitive assets’ weighted average interest rates are exclusive of non-performing receivables.
$ 524.0
—
28.7
—
101.6
—
$ 654.3
$ 1,123.3
—
4,401.9
—
$ 5,525.2
Currency Risk—Foreign Currencies
The financial statements of Kennedy Wilson’s subsidiaries located outside the United States are
measured using the local currency as this is their functional currency. The assets and liabilities of
these subsidiaries are translated at the rates of exchange at the balance sheet date and income and
expenses are translated at the average monthly rate. The foreign currencies include the euro and the
British pound sterling. Cumulative translation adjustments, to the extent not included in cumulative
net income, are included in the consolidated statement of equity as a component of accumulated
other comprehensive income. Currency translation gains and losses and currency derivative gains and
losses will remain in other comprehensive income unless and until the Company substantially liquidates
underlying investments.
Approximately 44% of our investment account is invested through our foreign platforms in their local
currencies. Investment level debt is generally incurred in local currencies and therefore we consider
our equity investment as the appropriate exposure to evaluate for hedging purposes. Additionally, the
costs to operate these businesses, such as compensation, overhead and interest expense are incurred in
local currencies. We typically do not hedge future operations or cash flows of operations denominated
in foreign currencies, which may have a significant impact on the results of our operations for both
the Consolidated and Co-Invest segments. In order to manage the effect of these fluctuations, we
generally hedge our book equity exposure to foreign currencies through currency forward contracts
and options. As of December 31, 2021 we have hedged 89% of the gross asset carrying value of our
euro denominated investments and 87% of the gross asset carrying value of our GBP denominated
investments.
Our investment management businesses typically do not require much capital, so foreign currency
translation and derivative activity primarily relates to the investments segment as that has greater
balance sheet exposure to foreign currency fluctuations.
If there was a 5% increase or decrease in foreign exchange rates on the currencies we invest to the U.S.
Dollar our net asset value would increase by $26.1 million or decrease by $26.3 million. If rates moved
10% we would have an increase of $52.0 million and a decrease of $52.6 million.
Financial Measures and Descriptions.
Rental—rental income is comprised of rental revenue earned by our consolidated real estate investments.
Hotel—hotel income is comprised of hotel revenue earned by our consolidated hotels.
Investment Management Fees—Investment management fees are primarily comprised of base asset
management fees, and acquisition fees generated by our investment management division. Fees earned
from consolidated investments are eliminated in consolidation with the amount relating to our equity
partners being recognized through income attributable to noncontrolling interests.
Property Services—Property services fees are primarily comprised of property management fees, leasing
fees and sales commissions generated by our property services division until its sale in the fourth
quarter of 2020. Fees earned from consolidated investments are eliminated in consolidation with the
amount relating to our equity partners being recognized through income attributable to noncontrolling
interests.
Loans and other income—Interest income earned on consolidated loans
Income from unconsolidated investments—principal co-investments—Income from unconsolidated
investments—principal co-investments consists of the Company’s share of income or loss earned on
investments in which the Company can exercise significant influence but does not have control. Income
from unconsolidated investments includes income or loss from ordinary course operations of the
underlying investment, gains or losses, on sale, fair value gains and losses
62
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Income from unconsolidated investments—performance allocations—Performance allocations relate to
allocations to the general partner, special limited partner or asset manager of Kennedy Wilson’s co-
investments it manages based on the cumulative performance of the fund and are subject to preferred
return thresholds of the limited partners.
Gain on sale of real estate, net—Gain on sale of real estate, net relates to the amount received over the
carrying value of assets sold that met the definition of a business under U.S. GAAP.
Rental—rental expenses consists of the expenses of our consolidated real estate investments, including
items such as property taxes, insurance, maintenance and repairs, utilities, supplies, salaries and
management fees.
Hotel—hotel expenses consists of expenses of our consolidated hotel investments, including items such
as property taxes, insurance, maintenance and repairs, utilities, supplies, salaries and management fees.
Compensation and related—employee compensation, comprising of salary, bonus, employer payroll taxes
and benefits paid on behalf of employees
Share-based compensation—compensation associated with the grants of share-based awards.
Performance allocation compensation—compensation associated with up to thirty-five percent (35%) of
any performance allocation earned by certain commingled funds and separate account investments to
be allocated to certain non-NEO employees of the Company.
General and administrative—general and administrative expenses represent administrative costs
necessary to run Kennedy Wilson’s businesses and include items such as occupancy and equipment
expenses, professional fees, public company costs, travel and related expenses, and communications
and information services.
Depreciation and amortization—depreciation and amortization is comprised of depreciation expense
which is recognized ratably over the useful life of an asset and amortization expense which primarily
consist of the amortization of assets allocated to the value of in-place leases upon acquisition of a
consolidated real estate asset.
Interest expense—Interest expense represents interest costs associated with our senior notes payable,
revolving credit facility, mortgages on our consolidated real estate, and unsecured debt held by KWE.
Other income (loss)—Other income (loss) includes the realized foreign currency exchange income or loss
relating to the settlement of foreign transactions during the year which arise due to changes in currency
exchange rates, realized gains or losses related to the settlement of derivative instruments, the gain or
loss on the sale of marketable securities, interest income on bank deposits, commission expenses on
property services and transaction related expenses related to unsuccessful deals.
Income taxes—The Company’s services business operates globally as corporate entities subject to
federal, state, and local income taxes and the investment business operates through various partnership
structures to acquire wholly-owned or jointly-owned investments in multifamily, commercial, residential
and development properties. The Company’s distributive share of income from its partnership
investments will be subject to federal, state, and local taxes and the related tax provision attributable to
the Company’s share of the income tax is reflected in the consolidated financial statements.
Noncontrolling Interests—Noncontrolling interests represents income or loss attributable to equity
partners for their ownership in investments which the Company controls. Income or loss is attributed to
noncontrolling interest partners based on their respective ownership interest in an investment.
Accumulated other comprehensive income—Accumulated other comprehensive income represents the
Company’s share of foreign currency movement on translating Kennedy Wilson’s foreign subsidiaries
from their functional currency into the Company’s reporting currency. These amounts are offset by
Kennedy Wilson’s effective portion of currency related hedge instruments.
Non-GAAP Measures and Certain Definitions
“KWH,” “KW,” “Kennedy Wilson,” the “Company,” “we,” “our,” or “us” refers to Kennedy-Wilson Holdings,
Inc. and its wholly-owned subsidiaries. The consolidated financial statements of the Company include
the results of the Company’s consolidated subsidiaries.
“KWE” refers to Kennedy Wilson Europe Real Estate Limited.
“Adjusted EBITDA” represents net income before interest expense, loss on early extinguishment
of debt, our share of interest expense included in unconsolidated investments, depreciation and
amortization, our share of depreciation and amortization included in investments in unconsolidated
investments, provision for (benefit from) income taxes, our share of taxes include in unconsolidated
investments, share-based compensation and EBITDA attributable to noncontrolling interests. Please
also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Non-GAAP measures” for a reconciliation of Adjusted EBITDA to net income as reported under GAAP.
Our management uses Adjusted EBITDA to analyze our business because it adjusts net income for
items we believe do not accurately reflect the nature of our business going forward or that relate
to non-cash compensation expense or noncontrolling interests. Such items may vary for different
companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted
EBITDA is useful to investors to assist them in getting a more accurate picture of our results from
operations. However, Adjusted EBITDA is not a recognized measurement under GAAP and when
analyzing our operating performance, readers should use Adjusted EBITDA in addition to, and not as
an alternative for, net income as determined in accordance with GAAP. Because not all companies
use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly
titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure
of free cash flow for our management’s discretionary use, as it does not remove all non-cash items
(such as non-cash acquisition-related gains or expenses) or consider certain cash requirements such as
tax and debt service payments. The amount shown for Adjusted EBITDA also differs from the amount
calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect
certain other cash and non-cash charges and are used to determine compliance with financial covenants
and our ability to engage in certain activities, such as incurring additional debt and making certain
restricted payments.
“Adjusted Net Income” represents net income before depreciation and amortization, our share of
depreciation and amortization included in unconsolidated investments, share-based compensation,
net income attributable to noncontrolling interests, before depreciation and amortization, preferred
dividends and accretion of preferred stock issuance costs and one-time tax remeasurement. Please also
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain
Non-GAAP Measures and Reconciliations” for a reconciliation of Adjusted Net Income to net income as
reported under GAAP.
“Consolidated Portfolio NOI” refers to the NOI that is generated from the properties that we have an
ownership interest in and are held in our Consolidated Properties business segment. Please also see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain
64
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Non-GAAP Measures and Reconciliations” for a reconciliation of Consolidated Portfolio NOI to net
income as reported under GAAP.
“Equity partners” refers to non-wholly-owned subsidiaries that we consolidate in our financial
statements under U.S. GAAP and third-party equity providers.
“Fee Bearing Capital” represents total third-party committed or invested capital that we manage in our
joint-ventures and commingled funds that entitle us to earn fees, including without limitation, asset
management fees, construction management fees, acquisition and disposition fees and/or performance
allocations, if applicable.
“Gross Asset Value” refers to the gross carrying value of assets, before debt, depreciation and
amortization, and net of noncontrolling interests.
“Real Estate Assets under Management” (“AUM”) generally refers to the properties and other assets
with respect to which we provide (or participate in) oversight, investment management services and
other advice, and which generally consist of real estate properties or loans, and investments in joint
ventures. Our AUM is principally intended to reflect the extent of our presence in the real estate
market, not the basis for determining our management fees. Our AUM consists of the total estimated
fair value of the real estate properties and other real estate related assets either owned by third parties,
wholly-owned by us or held by joint ventures and other entities in which our sponsored funds or
investment vehicles and client accounts have invested. Committed (but unfunded) capital from investors
in our sponsored funds is not included in our AUM. The estimated value of development properties is
included at estimated completion cost.
“Co-Investment Portfolio NOI” refers to the NOI that is generated from the properties that we have
an ownership interest in and are held in our Co-investment Properties business segment. Please also
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain
Non-GAAP Measures and Reconciliations” for a reconciliation of Co-Investment Portfolio NOI to net
income as reported under GAAP.
“Net operating income” or “ NOI” is a non-GAAP measure representing the income produced by a
property calculated by deducting certain property expenses from property revenues. Our management
uses net operating income to assess and compare the performance of our properties and to estimate
their fair value. Net operating income does not include the effects of depreciation or amortization or
gains or losses from the sale of properties because the effects of those items do not necessarily represent
the actual change in the value of our properties resulting from our value-add initiatives or changing
market conditions. Our management believes that net operating income reflects the core revenues and
costs of operating our properties and is better suited to evaluate trends in occupancy and lease rates.
“Noncontrolling interests” represents the portion of equity ownership in a consolidated subsidiary not
attributable to Kennedy Wilson.
“Same property” refers to properties in which Kennedy Wilson has an ownership interest during the
entire span of both periods being compared. The same property information presented throughout this
report is shown on a cash basis and excludes non-recurring expenses. This analysis excludes properties
that are either under development or undergoing lease up as part of our asset management strategy.
We use certain non-GAAP measures to analyze our business, including Adjusted EBITDA and Adjusted
Net Income. We use these metrics for evaluating the success of our company and believe that they
enhance the understanding of our operating results. A reconciliation of net income to Adjusted EBITDA
and Adjusted Net Income is presented below:
(Dollars in millions)
Net income
Non-GAAP adjustments:
Add back:
Years Ended December 31,
2021
2020
2019
2018
2017
$ 336.4 $ 107.8 $ 321.1 $ 212.1 $ 138.0
Interest expense
Loss on early extinguishment of debt
Kennedy Wilson’s share of interest expense included in investment
in unconsolidated investments
Depreciation and amortization
Kennedy Wilson’s share of depreciation and amortization included
in unconsolidated investments
Provision for (benefit from) income taxes
Kennedy Wilson’s share of taxes included in unconsolidated
investments
Share-based compensation
EBITDA attributable to noncontrolling interests(1)
192.4
45.7
40.2
166.3
5.3
126.2
—
28.7
(13.3)
201.9
9.3
214.2
0.9
238.2
—
217.7
—
33.0
179.6
32.1
187.6
26.0
206.1
23.0
212.5
6.9
43.6
1.1
32.3
(7.5)
8.2
41.4
13.2
58.0
16.2
(16.3)
—
30.2
(107.6)
—
37.1
(78.0)
—
38.4
(173.8)
Adjusted EBITDA(2)
$ 927.9
$ 608.0 $ 728.1 $ 712.7 $ 455.7
(1) (2) See “Non-GAAP Measures and Certain Definitions” for definitions and discussion of Adjusted EBITDA.
(Dollars in millions)
Net income
Non-GAAP adjustments:
Add back:
Years Ended December 31,
2021
2020
2019
2018
2017
$ 336.4 $ 107.8 $ 321.1 $ 212.1 $ 138.0
Depreciation and amortization
Kennedy Wilson’s share of depreciation and amortization included in
unconsolidated investments
Share-based compensation
Net income attributable to the noncontrolling interests, before
depreciation and amortization(1)
Preferred dividends and accretion of preferred stock issuance costs
One-time tax remeasurement(3)
166.3
179.6
187.6
206.1
212.5
5.3
28.7
(10.5)
(17.2)
—
6.9
32.3
8.2
30.2
13.2
37.1
16.2
38.4
(2.5)
(17.2)
—
(102.0)
(2.6)
—
(71.5)
—
—
(117.8)
—
(44.8)
Adjusted Net Income(2)
$ 509.0
$ 306.9 $ 442.5 $ 397.0 $ 242.5
(1) (2) See “Non-GAAP Measures and Certain Definitions” for definitions and discussion of Adjusted Net Income.
(3) Recorded as a result of US federal tax legislation, commonly referred to as the “Tax Cuts and Jobs Act”, signed into law on December 22,
2017.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
t
r
o
p
e
R
i
l
a
c
n
a
n
F
i
Net Operating Income
Net income
Add: Provision for income taxes
Less: Income from unconsolidated investments
Less: (Gain) loss on sale of real estate, net
Add: Interest expense
Add: Loss on extinguishment
Less: Other loss
Less: Sale of real estate
Less: Interest income
Less: Investment management and property
services
Add: Cost of real estate sold
Add: Compensation and related
Add: Share-based compensation
Add: Performance allocation expense
Add: General and administrative
Add: Depreciation
Less: Fair value adjustments
Less: NCI adjustments
2021
Co-
Investment
Portfolio
2020
Co-
Investment
Portfolio
Consolidated
Portfolio
2019
Co-
Investment
Portfolio
Consolidated
Portfolio
Consolidated
Portfolio
Years Ended December 31,
$ 336.4 $ 389.0 $ 107.8 $ 81.0 $ 321.1 $ 179.7
—
—
(53.5)
32.1
—
8.0
(26.7)
—
41.4
(179.7)
(434.4)
214.2
0.9
10.6
—
(0.3)
43.6
(81.0)
(338.0)
201.9
9.3
2.3
—
(3.1)
126.2
(389.0)
(412.7)
192.4
45.7
5.0
—
(8.6)
—
—
3.1
40.0
—
17.9
(39.5)
—
1.0
—
11.5
33.1
—
13.7
(11.5)
—
(37.4)
—
133.9
28.7
42.0
33.3
166.3
—
(6.4)
(117.9)
36.8
—
—
—
—
5.6
(210.6)
—
(33.1)
—
111.9
32.3
0.2
34.6
179.6
—
(6.0)
(2.6)
13.3
—
—
—
—
6.9
(43.9)
—
(40.6)
—
121.5
30.1
0.1
42.4
187.6
—
(9.7)
(36.2)
23.9
—
—
—
—
8.2
(57.7)
—
Net Operating Income
$ 255.8 $ 124.4 $ 262.3 $ 102.5 $ 305.2 $ 77.8
Years Ended December 31,
2018
Co-
Investment
Portfolio
Consolidated
Portfolio
2017
Co-
Investment
Portfolio
Consolidated
Portfolio
Net income
Less: Provision for (benefit from) income taxes
Less: Income from unconsolidated investments
Less: Gain on sale of real estate, net
Less: Gain on sale of business
Add: Interest expense
Less: Other loss
Less: Sale of real estate
Less: Interest income
Less: Investment management and property services
Add: Cost of real estate sold
Add: Compensation and related
Add: Share-based compensation
Add: Performance allocation expense
Add: General and administrative
Add: Depreciation
Less: Fair value adjustments
Less: NCI adjustments
$ 212.1 $ 78.7 $ 138.0 $ 77.8
—
—
(10.5)
—
23.2
(5.6)
(108.2)
—
(17.3)
77.4
0.9
—
—
2.6
16.1
(8.3)
—
(16.3)
(77.8)
(226.7)
—
217.7
(28.0)
—
(15.2)
(42.9)
—
138.8
38.4
—
42.2
212.5
—
(138.7)
58.0
(78.7)
(371.8)
(40.4)
238.2
(8.7)
—
(1.1)
(45.3)
—
131.7
37.1
—
50.8
206.1
—
(19.7)
—
—
(23.0)
—
26.0
(2.5)
(19.2)
—
(27.5)
18.6
—
—
—
—
13.4
(9.2)
—
Net Operating Income
$ 368.3 $ 55.3 $ 242.0 $ 48.1
1
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
N
O
S
L
I
W
Y
D
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N
N
E
K
68
i
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c
a
l
i
Same property analysis
The same property analysis reflects, and is weighted by, Kennedy Wilson’s ownership in each underlying
property. Previously, the Company had presented this analysis without adjusting for Kennedy Wilson’s
ownership interest.
The table below is a reconciliation of Non-GAAP measures included within the Company’s same
property analysis, to their most comparable GAAP measures.
Net Income
Less: Provision for income taxes
Less: Income from unconsolidated investments
Less: Gain on sale of real estate, net
Add: Interest expense
Add: Loss on early extinguishment of debt
Less: Other income
Less: Investment management fees
Less: Property services fees
Less: Loans and other
Add: Rental expenses
Add: Hotel expenses
Add: Compensation and related
Add: Share based compensation
Add: Performance allocation compensation
Add: General and administrative
Add: Depreciation and amortization
Less: NCI adjustments (1)
Add: Unconsolidated investment adjustments (2)
Add: Straight-line and above/below market rents
Less: Reimbursement of recoverable operating expenses
Less: Properties bought and sold (3)
Less: Other properties excluded (4)
Other Reconciling Items(5)
Year Ended December 31, 2021
Year Ended December 31, 2020
Same Property
Same Property
Revenue
$ 336.4
126.2
(389.0)
(412.7)
192.4
45.7
5.0
(35.3)
(2.1)
(8.6)
132.7
12.7
133.9
28.7
42.0
33.3
166.3
(9.3)
157.7
6.8
(22.7)
(60.5)
(47.9)
(8.0)
NOI
Revenue
NOI
$ 336.4
126.2
(389.0)
(412.7)
192.4
45.7
5.0
(35.3)
(2.1)
(8.6)
—
—
133.9
28.7
42.0
33.3
166.3
(5.2)
113.3
6.8
—
(40.9)
(19.9)
(3.4)
$ 107.8
43.6
(81.0)
(338.0)
201.9
9.3
2.3
(22.5)
(10.6)
(3.1)
135.7
13.8
111.9
32.3
0.2
34.6
179.6
(6.3)
152.4
(10.5)
(24.5)
(94.5)
(30.2)
(1.4)
$ 107.8
43.6
(81.0)
(338.0)
201.9
9.3
2.3
(22.5)
(10.6)
(3.1)
—
—
111.9
32.3
0.2
34.6
179.6
(3.2)
109.2
(10.5)
—
(65.6)
(5.5)
3.0
Same Property
$ 423.7
$ 312.9
$ 402.8
$ 295.7
Same Property (Reported)
Commercial–Same Property
Multifamily Market Rate Portfolio–Same Property
Multifamily Affordable Portfolio–Same Property
Same Property
Year Ended December 31, 2021 Year Ended December 31, 2020
Same Property
Same Property
Revenue
$ 176.3
209.5
37.9
NOI
$ 148.8
137.7
26.4
Revenue
$ 165.5
200.7
36.6
NOI
$ 138.7
131.5
25.5
$ 423.7
$ 312.9
$ 402.8
$ 295.7
(1) Represents rental revenue and rental expenses and hotel revenue and hotel expenses attributable to non-controlling interests.
(2) Represents the Company’s share of unconsolidated investment rental revenues and rental expenses, as applicable, which are within the
applicable same property population.
(3) Represents properties excluded from the same property population that were purchased or sold during the applicable period.
(4) Represents properties excluded from the same property population that were not stabilized during the applicable periods.
(5) Represents other properties excluded from the same property population that were not classified as either a commercial or multifamily
property within the Company’s portfolio. Also includes immaterial adjustments for foreign exchange rates, changes in ownership
percentages, and certain non-recurring income and expenses.
R
e
p
o
r
t
K
E
N
N
E
D
Y
W
I
L
S
O
N
A
N
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U
A
L
R
E
P
O
R
T
2
0
2
1
69
Fair Value Investments
Kennedy Wilson records its investments in certain commingled funds it manages and sponsors (the
“Funds”) that are investment companies under the Investment Companies ASC Subtopic 946-10,
based upon the net assets that would be allocated to its interests in the Funds assuming the Funds
were to liquidate their investments at fair value as of the reporting date. Thus, the Funds reflect their
investments at fair value, with unrealized gains and losses resulting from changes in fair value reflected
in their earnings. Kennedy Wilson has retained the specialized accounting for the Funds as discussed in
ASC Subtopic 323-10 in recording its equity in joint venture income from the Funds.
Additionally, Kennedy Wilson elected the fair value option for 47 investments in unconsolidated
investment entities. Due to the nature of these investments, Kennedy Wilson elected to record these
investments at fair value in order to report the value in the underlying investments in the results of our
current operations.
The use of different assumptions to fair value these investments could have material impact on the
consolidated statements of income.
Recently Issued Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Critical Accounting Policies
A critical accounting policy is one that involves an estimate or assumption that is subjective and
requires judgment on the part of management about the effect of a matter that is inherently uncertain
and is material to an entity’s financial condition and results of operations. Estimates are prepared using
management’s best judgment, after considering past and current economic conditions and expectations
for the future. Changes in estimates could affect our financial position and specific items in our results
of operations that are used by stockholders, potential investors, industry analysts and lenders in
their evaluation of our performance. Of the significant accounting policies discussed in Note 2 to the
Consolidated Financial Statements, those presented below have been identified by us as meeting the
criteria to be considered critical accounting policies. Refer to Note 2 for more information on these
critical accounting policies.
Performance Allocations
Performance allocations or carried interest are allocated to the general partner, special limited
partner or asset manager of Kennedy Wilson’s real estate funds and fair value option unconsolidated
investments based on the cumulative performance of the fund and are subject to preferred return
thresholds of the limited partners and participants. At the end of each reporting period, Kennedy
Wilson calculates the performance allocation that would be due as if the fair value of the underlying
investments were realized as of such date, irrespective of whether such amounts have been realized.
As the fair value of underlying investments varies between reporting periods, it is necessary to make
adjustments to amounts recorded as performance allocations to reflect either (a) positive performance
resulting in an increase in the performance allocations to the general partner or asset manager or
(b) negative performance that would cause the amount due to Kennedy Wilson to be less than the
amount previously recognized, resulting in a negative adjustment to performance allocations to the
general partner or asset manager.
Real Estate Acquisitions
The purchase price of acquired properties is recorded to land, buildings and building improvements
and intangible lease value (value of above-market and below-market leases, acquired in-place lease
values, and tenant relationships, if any). The ownership of the other interest holders in consolidated
subsidiaries is reflected as noncontrolling interests. Real estate is recorded based on cumulative costs
incurred and allocated based on relative fair value.
The valuations of real estate are based on management estimates of the real estate assets using income
and market approaches. The indebtedness securing the real estate is valued, in part, based on third
party valuations and management estimates also using an income approach.
The indebtedness securing the real estate are valued, in part, based on third party valuations and
management estimates also using an income approach. The use of different assumptions to value the
acquired properties and intangible assets and assumed liabilities could affect the future revenues and
expenses we recognize over the estimated remaining useful life or lease term.
70
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Kennedy-Wilson Holdings, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and
subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of
income, comprehensive income, equity, and cash flows for each of the years in the three-year period
ended December 31, 2021, and the related notes and financial statement schedule III—Real Estate
and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021,
based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2022
expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Evaluation of the fair value of certain unconsolidated investments and commingled funds
As discussed in Notes 2 and 5 to the consolidated financial statements, the Company elected to record
certain unconsolidated investments using the fair value option to more accurately reflect the timing
of the value created in the underlying investments and report those changes in current operations.
Additionally, the Company records its investments in its managed commingled funds (the “Funds”)
based upon the net assets that would be allocated to its interests in the Funds, assuming the Funds
were to liquidate their investments at fair value as of the reporting date. As of December 31, 2021,
these investments had a fair value of $1,794.8 million.
We identified the evaluation of the fair value of certain unconsolidated investments and commingled
funds as a critical audit matter. A high degree of subjectivity was required in applying and evaluating
results from procedures over the respective discounted cash flow models used to calculate the fair
value of the underlying real estate investments. Specifically, the respective discounted cash flow models
were sensitive to changes in certain key assumptions, including discount and terminal capitalization
rates, which have a significant effect on the determination of fair value of these investments.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls over the
Company’s fair value process for unconsolidated investments and commingled funds, including controls
related to the development of the discount rate and terminal capitalization rate assumptions. For a
selection of the Company’s investments, we involved valuation professionals with specialized skills and
knowledge who assisted in comparing the discount rate and terminal capitalization rate used by the
Company to independently developed ranges using market information obtained from third-party real
estate publications or to rates observed in similar investments in the current period.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Los Angeles, California
February 25, 2022
72
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Los Angeles, California
February 25, 2022
Report of Independent Registered Public Accounting Firm (continued)
To the Shareholders and Board of Directors
Kennedy-Wilson Holdings, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Kennedy-Wilson Holdings, Inc. and subsidiaries’ (the Company) internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31,
2021 and 2020, the related consolidated statements of income, comprehensive income, equity, and
cash flows for each of the years in the three-year period ended December 31, 2021, and the related
notes and financial statement schedule III – Real Estate and Accumulated Depreciation (collectively, the
consolidated financial statements), and our report dated February 25, 2022 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
74
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc.
Consolidated Balance Sheets
(Dollars in millions)
Assets
Cash and cash equivalents
Accounts receivable, net (including $14.2 and $12.6 of related party)
Real estate and acquired in place lease values (net of accumulated depreciation and
amortization of $838.1 and $815.0)
Unconsolidated investments (including $1,794.8 and $1,136.5 at fair value)
Other assets
Loan purchases and originations
Total assets(1)
Liabilities
Accounts payable
Accrued expenses and other liabilities
Mortgage debt
KW unsecured debt
KWE unsecured bonds
Total liabilities(1)
Equity
Series A cumulative preferred stock, $0.0001 par value, $1,000 per share liquidation
preference, 1,000,000 shares authorized, 300,000 shares outstanding as of
December 31, 2021 and December 31, 2020
Common Stock, $0.0001 par value, 200,000,000 authorized, 137,955,479 and 141,365,323
shares issued outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total Kennedy-Wilson Holdings, Inc. shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2021
2020
$
524.8 $
36.1
965.1
47.9
5,059.8
1,947.6
177.9
130.3
4,720.5
1,289.3
199.1
107.1
$ 7,876.5 $ 7,329.0
$
18.6 $
619.1
2,959.8
1,852.3
622.8
6,072.6
30.1
531.7
2,589.8
1,332.2
1,172.5
5,656.3
295.2
295.2
—
1,679.6
192.4
(389.6)
1,777.6
26.3
1,803.9
—
1,725.2
17.7
(393.6)
1,644.5
28.2
1,672.7
$ 7,876.5 $ 7,329.0
(1) The assets and liabilities as of December 31, 2021 include $189.6 million (including cash held by consolidated investments of $11.5
million and real estate and acquired in place lease values, net of accumulated depreciation and amortization of $152.8 million) and
$129.2 million (including investment debt of $103.3 million), respectively, from consolidated variable interest entities (“VIEs”). The
assets and liabilities as of December 31, 2020 include $166.0 million (including cash held by consolidated investments of $9.1 million
and real estate and acquired in place lease values, net of accumulated depreciation and amortization of $150.0 million) and $107.7
million (including investment debt of $97.5 million), respectively, from VIEs. These assets can only be used to settle obligations of the
consolidated VIEs, and the liabilities do not have recourse to the Company.
See accompanying notes to consolidated financial statements.
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Income
(Dollars in millions, except per share data)
Revenue
Rental
Hotel
Investment management fees (includes $35.3, $22.5, and $24.9 of
related party fees, respectively)
Property service fees (includes $0.0, $0.3, and $0.7 of related
party fees, respectively)
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Total income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on early extinguishment of debt
Other loss
Income before provision for income taxes
Provision for income taxes
Net income
Net (income) loss attributable to the noncontrolling interests
Preferred dividends
Net income attributable to Kennedy-Wilson Holdings, Inc.
common shareholders
Basic Earnings per share
Income per basic
Weighted average shares outstanding for basic
Diluted Earnings per share
Income per diluted
Weighted average shares outstanding for diluted
Dividends declared per common share
2021
Year ended December 31,
2019
2020
$
390.5 $
403.9 $
17.1
35.3
2.1
8.6
453.6
271.1
117.9
389.0
412.7
132.7
12.7
133.9
28.7
42.0
33.3
166.3
549.6
(192.4)
(45.7)
(5.0)
462.6
(126.2)
336.4
(6.0)
(17.2)
13.9
22.5
10.6
3.1
454.0
78.3
2.7
81.0
338.0
135.7
13.8
111.9
32.3
0.2
34.6
179.6
508.1
(201.9)
(9.3)
(2.3)
151.4
(43.6)
107.8
2.3
(17.2)
447.4
80.5
24.9
15.7
0.3
568.8
143.4
36.3
179.7
434.4
152.9
60.1
121.5
30.1
0.1
42.4
187.6
594.7
(214.2)
(0.9)
(10.6)
362.5
(41.4)
321.1
(94.4)
(2.6)
$
$
$
$
313.2 $
92.9 $
224.1
2.26 $
0.66 $
138,552,058
139,741,411
2.24 $
0.66 $
140,132,435
140,347,365
0.90 $
0.88 $
1.60
139,729,573
1.58
141,501,323
0.85
See accompanying notes to consolidated financial statements.
t
r
o
p
e
R
i
l
a
c
n
a
n
F
i
1
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
N
O
S
L
I
W
Y
D
E
N
N
E
K
76
i
F
n
a
n
c
a
l
i
R
e
p
o
r
t
K
E
N
N
E
D
Y
W
I
L
S
O
N
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
1
77
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Comprehensive Income
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Equity
(Dollars in millions)
Year ended December 31,
Net income
Other comprehensive (loss) income, net of tax:
Unrealized foreign currency translation (loss) gain
Amounts reclassified out of AOCI during the year
Unrealized currency derivative contracts gain (loss)
Unrealized gain (loss) on interest rate swaps
Total other comprehensive income for the year
Comprehensive income
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income attributable to Kennedy-Wilson
Holdings, Inc.
$
See accompanying notes to consolidated financial statements.
2021
2020
$
336.4 $
107.8 $
2019
321.1
(13.3)
10.4
38.7
(0.7)
35.1
356.2
(105.0)
(58.3)
2.2
56.2
3.2
3.3
339.7
(5.2)
66.5
0.8
(37.8)
(5.3)
24.2
132.0
1.7
334.5 $
133.7 $
251.2
(Dollars in millions, except
share amounts)
Balance, December 31, 2020
Shares forfeited
Restricted stock grants (RSG)
Shares retired due to RSG
Vesting
Shares retired due to common
stock repurchase program
Stock based compensation
Other comprehensive (loss)
income:
Unrealized foreign currency
translation loss, net of tax
Unrealized foreign currency
derivative contract gain, net
of tax
Unrealized gain on interest
rate swaps, net of tax
Common stock dividends
Preferred stock dividends
Net income
Contributions from
noncontrolling interests
Distributions to noncontrolling
interests
Incentive allocations to
noncontrolling interests
Balance, December 31, 2021
Preferred Stock
Common Stock
Shares Amount
Shares Amount
Year Ended December 31, 2021
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
300,000 $ 295.2 141,365,323 $ — $ 1,725.2 $ 17.7
—
—
(237,588)
619,945
—
—
—
—
—
—
—
—
$ (393.6) $ 28.2 $ 1,672.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(967,536)
— (2,824,665)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(20.5)
—
(50.0)
28.7
(12.7)
—
—
—
—
—
—
—
(20.5)
(62.7)
28.7
—
—
—
—
—
—
—
—
—
—
—
(125.8)
(17.2)
330.4
—
—
(55.8)
(0.8)
(56.6)
56.1
—
56.1
3.7
—
—
—
—
—
—
—
—
6.0
7.8
3.7
(125.8)
(17.2)
336.4
7.8
(18.7)
(18.7)
—
—
—
300,000 $ 295.2 137,955,479 $ — $ 1,679.6 $ 192.4
(3.8)
—
—
—
$ (389.6) $ 26.3 $ 1,803.9
3.8
—
See accompanying notes to consolidated financial statements.
78
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Equity
(Dollars in millions, except
share amounts)
Preferred Stock
Common Stock
Shares Amount
Shares Amount
Year Ended December 31, 2020
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(11.6)
(571,983)
(50.0)
32.3
(62,710)
2,543,551
— (2,826,644)
—
—
Balance, December 31, 2019 300,000 $ 295.2 142,283,109 $ — $ 1,754.5 $ 46.2
—
—
Shares forfeited
—
—
Restricted stock grants
Shares retired due to RSG
Vesting
Shares retired due to common
stock repurchase program
Stock based compensation
Other comprehensive
income (loss):
Unrealized foreign currency
translation gain, net of tax
Unrealized foreign currency
derivative contract loss,
net of tax
Unrealized loss on interest
rate swaps, net of tax
Common stock dividends
Preferred stock dividends
Net income
Contributions from
noncontrolling interests
Distributions to noncontrolling
interests
—
(125.6)
(17.2)
110.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4.2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ (417.2)
—
—
$ 40.5 $ 1,719.2
—
—
—
—
—
—
—
—
—
—
(11.6)
(45.8)
32.3
66.1
0.6
66.7
(37.8)
—
(37.8)
(4.7)
—
—
—
—
—
—
—
—
(2.3)
(4.7)
(125.6)
(17.2)
107.8
4.5
4.5
(18.9)
(18.9)
Balance, December 31, 2020 300,000 $ 295.2 141,365,323 $ — $ 1,725.2 $ 17.7
$ (393.6)
$ 28.2 $ 1,672.7
See accompanying notes to consolidated financial statements.
(Dollars in millions, except
share amounts)
Year Ended December 31, 2019
Preferred Stock
Common Stock
Shares Amount
Shares Amount
Additional
Paid-in
Capital
(Accumulated
Deficit)
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
— $ — 143,205,394 $ — $ 1,744.6 $ (56.4) $ (441.5)
—
—
—
64,458
295.2
—
—
—
—
—
—
—
Noncontrolling
Interests
Total
$ 184.5 $ 1,431.2
295.2
—
—
—
—
—
—
Balance, December 31,
2018
Cumulative preferred stock 300,000
Restricted stock grants
—
Shares retired due to RSG
Vesting
Shares retired due to
common stock repurchase
program
Stock based compensation
Other comprehensive (loss)
income:
Unrealized foreign
currency translation
loss, net of tax
Unrealized foreign
currency derivative
contract gain, net of tax
Unrealized loss on
interest rate swaps
Common stock dividends
Net income
Contributions from
noncontrolling interests
Distributions to
noncontrolling interests
—
—
—
—
—
—
—
—
(764,909)
—
—
—
—
—
—
—
—
—
(221,834)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(16.4)
(3.9)
30.2
—
—
—
—
—
—
—
(0.4)
—
—
—
—
(121.1)
226.7
—
—
—
—
—
—
—
—
(16.4)
(4.3)
30.2
(4.3)
10.6
6.3
29.3
(0.7)
—
—
—
—
—
29.3
—
—
94.4
(0.7)
(121.1)
321.1
15.0
15.0
(264.0)
(264.0)
Balance, December 31,
2019
300,000 $ 295.2 142,283,109 $ — $ 1,754.5 $ 46.2 $ (417.2)
$ 40.5 $ 1,719.2
See accompanying notes to consolidated financial statements.
80
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Cash Flows
(Dollars in millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash used in operating
activities:
Gain on sale of real estate, net
Depreciation and amortization
Above/below and straight-line rent amortization
Uncollectible lease income
Provision for deferred income taxes
Amortization of loan fees
Amortization of discount and accretion of premium on
senior notes payable
Unrealized net gain on derivatives
Income from unconsolidated investments
Accretion of interest income on loans
Stock compensation expense
Deferred compensation
Operating distributions from unconsolidated investments
Operating distributions from loans
Change in assets and liabilities:
Accounts receivable
Other assets
Accrued expenses and other liabilities
Net cash used in operating activities
Cash flows from investing activities:
Issuance of loans
Proceeds from collection of loans
Net proceeds from sale of consolidated real estate
Purchases of consolidated real estate
Capital expenditures to real estate
Investment in marketable securities
Proceeds from sale of marketable securities
Investing distributions from unconsolidated investments
Contributions to unconsolidated investments
Proceeds from settlement of foreign currency derivative contracts
Additions to development project asset
Proceeds from sale of development project asset
Net cash (used in) provided by investing activities
Cash flow from financing activities:
Borrowings under senior notes payable
Repayment of senior notes payable
Borrowings under line of credit/term loan
Repayment of line of credit/term loan
Borrowings under mortgage debt
Repayment of mortgage debt
Repayment of KWE Bonds
Payment of loan fees
Repurchase of common stock
Issuance of preferred stock
Common stock dividends paid
Preferred stock dividends paid
Borrowings (repayment) of shareholder loans to noncontrolling interests
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Net cash provided by (used in) financing activities
Effect of currency exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
2021
Year ended December 31,
2019
2020
$ 336.4
$ 107.8
$ 321.1
(412.7)
166.3
6.8
12.9
112.2
16.2
2.4
(4.6)
(389.0)
(0.5)
28.7
56.3
82.2
—
(0.5)
(18.8)
(24.6)
(30.3)
(83.4)
58.1
486.4
(1,131.8)
(139.2)
—
—
82.8
(280.8)
(30.1)
—
—
(1,038.0)
(338.0)
179.6
(10.2)
13.5
27.2
0.8
8.5
(5.4)
(81.0)
(0.9)
32.3
6.4
59.7
0.7
(9.0)
—
(4.6)
(12.6)
(88.6)
34.1
827.8
(70.1)
(194.1)
(12.1)
10.2
177.5
(111.6)
15.5
—
2.2
590.8
(434.3)
187.6
(4.6)
—
26.7
9.3
1.6
(5.9)
(179.7)
(0.1)
30.2
3.8
74.1
—
1.0
(25.8)
(24.5)
(19.5)
(2.7)
0.6
701.0
(210.9)
(191.1)
—
—
115.0
(266.0)
33.4
(1.2)
4.2
182.3
1,804.3
(1,150.0)
314.3
(438.5)
1,144.9
(268.2)
(504.4)
(35.6)
(83.2)
—
(123.5)
(17.2)
—
7.8
(18.7)
632.0
(4.0)
(440.3)
965.1
$ 524.8
—
—
200.0
—
296.4
(487.1)
—
(5.6)
(57.4)
—
(126.1)
(13.6)
1.2
4.5
(18.9)
(206.6)
19.6
391.2
573.9
$ 965.1
—
—
125.0
(200.0)
488.6
(391.4)
—
(4.8)
(20.7)
295.2
(114.9)
(2.6)
(11.2)
15.0
(264.0)
(85.8)
8.9
85.9
488.0
$ 573.9
Supplemental cash flow information:
(Dollars in millions)
Cash paid for:
Interest(1)(2)
Income taxes
Year ended December 31,
2021
2020
2019
$ 183.7
16.5
$ 209.7
12.6
$ 211.1
20.6
(1) $4.1 million, $4.3 million, and $3.5 million attributable to non-controlling interests for the years ended December 31, 2021, 2020,
and 2019.
(2) Excludes $3.2 million, $3.4 million, and $3.8 million of capitalized interest during the for the years ended December 31, 2021, 2020
and 2018.
As of December 31, 2021, 2020, and 2019 we have $24.2 million, $101.7 million, and $54.5 million,
respectively, of restricted cash, which is included in cash and cash equivalents, that primarily relates to
lender reserves associated with consolidated mortgages that we hold on properties as well as escrow
deposits associated with acquisitions and dispositions. These reserves typically relate to interest, tax,
insurance and future capital expenditures at the properties.
Supplemental disclosure of non-cash investing and financing activities:
The noncontrolling 51% interest that the Company retained in the MF seed portfolio (see gain on sale
of real estate in footnote 3 for further description of the transaction) was treated as a non-cash activity
with the remaining share of real estate, mortgage loan and other balance sheet items being removed
from the consolidated balance sheet resulting in an increase of $178.8 million to unconsolidated
investments.
During the year ended December 31, 2020, the Company deconsolidated its interest in KW Real Estate
II (“KW Europe Fund II”) that were previously consolidated in the Company’s financial statements due
to additional investors coming into the fund and the Company no longer controlling it. The portion of
the Company’s share of real estate, mortgage loan and other balance sheet items were removed from
the consolidated balance sheet. These items along with an increase of $7.8 million to unconsolidated
investments for the Company’s retained share of the fund were all recorded as non-cash activities.
During the year ended December 31, 2020, the Company sold its interest in a development project
in the Western United States to its equity partner. The Company received cash, a loan receivable and
three parcels of land valued at $16.5 million that the Company now wholly owns. The parcels of land
were treated as a non-cash increase to the real estate balance.
Due to the adoption of ASU 2016-02 on January 1, 2019, the Company recorded a right of use asset
and a corresponding lease liability of $13.6 million, which was recorded as a component of other assets
and accrued expenses, respectively, in the accompanying consolidated balance sheets.
During the year ended December 31, 2019, the Company deconsolidated its interests in the State
Street office building, Capital Dock office buildings and Capital Dock residential tower in Dublin, Ireland
that were previously consolidated in the Company’s financial statements due to the Company bringing
in another equity partner and no longer controlling the properties. The portion of the Company’s share
of real estate, mortgage loan and other balance sheet items were removed from the consolidated
balance sheet. These items along with an increase of $125.5 million to unconsolidated investments for
the Company’s retained interest in the properties were all recorded as non-cash activity.
See accompanying notes to consolidated financial statements.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc.
Consolidated Statements of Cash Flows (continued)
During the year ended December 31, 2019, the Company sold a 20% interest across three assets in
Dublin, Ireland comprising 468 multifamily units into the joint venture with AXA that were previously
wholly owned by the Company. As the Company no longer controlled the assets, it deconsolidated
these investments that were previously consolidated in the Company’s financial statements. The
portion of the Company’s share of real estate, mortgage loan and other balance sheet items were
removed from the consolidated balance sheet. The Company has approximately $23 million as part of
cash flows received from investing activity relating to the 20% interest it sold. The remaining 80% of
these items along with an increase of $92.2 million to unconsolidated investments were all recorded as
non-cash activity. The Company subsequently sold an additional 30% interest in these assets during the
year ended December 31, 2020. As the assets were already deconsolidated the sale of this additional
interest was treated as a cash activity and reduced the Company’s unconsolidated investments balance.
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
NOTE 1—ORGANIZATION
Kennedy-Wilson Holdings, Inc. (“KWH,” NYSE: KW), a Delaware corporation and its wholly owned
and consolidated subsidiaries (collectively the “Company” or “Kennedy Wilson”), is a global real
estate investment company. The Company owns, operates, and invests in real estate both on its own
and through its investment management platform. The Company focuses on multifamily and office
properties in the Western United States, United Kingdom and Ireland.
NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION — The consolidated financial statements include the accounts of Kennedy
Wilson and voting interest entities which it controls. All intercompany balances and transactions have
been eliminated in consolidation. In addition, Kennedy Wilson evaluates its relationships with other
entities to identify whether they are variable interest entities (“VIE”) as defined by Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 810, Consolidation and to
assess whether it is the primary beneficiary of such entities. In determining whether Kennedy Wilson is
the primary beneficiary of a VIE, qualitative and quantitative factors are considered, including, but not
limited to: the amount and characteristics of Kennedy Wilson’s investment; the obligation or likelihood
for Kennedy Wilson to provide financial support; Kennedy Wilson’s ability to control or significantly
influence key decisions for the VIE; and the similarity with and significance to the business activities of
Kennedy Wilson.
The Company determines the appropriate accounting method with respect to all investments that
are not VIEs based on the control-based framework (controlled entities are consolidated) provided by
the consolidation guidance in ASC Subtopic 810. The Company accounts for joint ventures where it is
deemed that the Company does not have control through the equity method of accounting while joint
ventures that the Company controls are consolidated in Kennedy Wilson’s financial statements.
Statement of Income Presentation
As the Co-Investment business has grown, the Company is updating the presentation of related items
in the statements of income for all periods presented as this presentation reflects the prominence of
this core part of our business and more closely represents how management evaluates results during an
accounting period. The income from unconsolidated investments caption has been expanded to show
principal co-investments and performance allocations. Principal co-investments consists of unrealized
and realized gains on the Company’s Co-Investments including any fair value adjustments and the
Company’s share of net income and losses from Co-Investments. Performance allocations relate to
special allocations to co-investments the Company manages based on the cumulative performance
of the fund or investment and are subject to preferred return thresholds of its limited partners. These
captions have been moved above expenses as the Co-Investments business is a significant part of
the Company’s business. As the Company has compensation expense and general and administrative
expenses relating to the management of this business, presenting these amounts before Expenses also
provides a better understanding of the nature of those expenses. Based on the foregoing, the Company
has concluded this change in presentation is justified by the circumstances thereby supporting
presentation in a different position and in a different manner from its historical presentation.
The Company has reported significant gains on sale of real estate, net in each period presented.
Previously, gains on sale of real estate were presented after expenses. These gains contribute to
the Company’s compensation and related expenses and accordingly presentation of this significant,
84
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
recurring component that is directly correlated to expenses should, in management’s view, precede
those expenses on the statements of income. Furthermore, the Company accounts for gains on sale
of real estate under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of
Nonfinancial Assets and we have determined that the updated presentation complies with that standard.
USE OF ESTIMATES — The preparation of the accompanying consolidated financial statements in
conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make
estimates and assumptions about future events. These estimates and the underlying assumptions affect
the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and
reported amounts of revenues and expenses. Management evaluates its estimates and assumptions
on an ongoing basis using historical experience and other factors, including the current economic
environment, which management believes to be reasonable under the circumstances. Management
adjusts such estimates and assumptions when facts and circumstances dictate. As future events and
their effects cannot be determined with precision, actual results could differ significantly from these
estimates. Changes in those estimates will be reflected in the financial statements in future periods.
REVENUE RECOGNITION — Revenue consists of rental and hotel income, management fees, leasing
and commission fees, loan interest income and sales of real estate. ASC Topic 606, Revenue from
Contracts with Customers, is a five step model to recognize revenue from customer contracts. The
model identifies the contract, any separate performance obligations in the contract, determines the
transaction price, allocates the transaction price and recognizes revenue when the performance
obligations are satisfied. Management has concluded that, with the exception of performance
allocations, the nature of the Company’s revenue streams is such that the requirements are generally
satisfied at the time that the fee becomes receivable.
Rental income from operating leases is generally recognized on a straight-line basis over the terms of
the leases in accordance with ASC Topic 842, Leases. Refer to section COVID-19 Lease Modification
Accounting Relief below for the impact of rent deferrals and other lease concessions to lessees on the
Company’s rental income amounts.
Hotel income is earned when rooms are occupied or goods and services have been delivered or rendered.
Management fees are primarily comprised of investment management and property services fees.
Investment management fees are earned from limited partners of funds, co-investments, or separate
accounts and are generally based on a fixed percentage of committed capital or net asset value. Property
services fees are earned for managing the operations of real estate assets and are generally based on a
fixed percentage of the revenues generated from the respective real estate assets. The Company sold its
property services group (“Property Services”) at the beginning of the fourth quarter 2020 with the sale
of KWP (as further discussed in Note 10 - Related Party Transactions) and will have minimal property
services fees going forward from its auction sales and marketing business. The Company provides
investment management and property services on investments it also has an ownership interest in.
Fees earned on consolidated properties are eliminated in consolidation and fees on unconsolidated
investments are eliminated for the portion that relate to the Company’s ownership interest.
Commissions primarily consist of acquisition and disposition fees, auction and consulting fees and,
prior to the sale of Property Services, also consisted of real estate sales commissions, and leasing
commissions. Acquisition and disposition fees are earned for identifying and closing investments
on behalf of investors and are based on a fixed percentage of the acquisition or disposition price,
as applicable. Acquisition and disposition fees are recognized upon the successful completion of an
acquisition or disposition after all required services have been performed. In the case of auction and
real estate sales commissions, the revenue is generally recognized when escrow closes. In accordance
with the guidelines established for Reporting Revenue Gross as a Principal versus Net as an Agent in the
ASC Topic 606, Kennedy Wilson records commission revenues and expenses on a gross basis. Of the
criteria listed in ASC Topic 606, Kennedy Wilson is the primary obligor in the transaction, does not have
inventory risk, performs all or part of the service, has credit risk, and has wide latitude in establishing
the price of services rendered and discretion in selection of agents and determination of service
specifications. Leasing fees that are payable upon tenant occupancy, payment of rent or other events
beyond Kennedy Wilson’s control are recognized upon the occurrence of such events.
Interest income from investments in performing loans which Kennedy Wilson originates or acquires are
recognized at the stated interest rate plus any amortization of premiums/discounts or fees earned on
the loans. Interest income from investments in loans acquired at a discount are recognized using the
effective interest method. When a loan or loans are acquired with deteriorated credit quality primarily
for the rewards of collateral ownership, such loans are accounted for as loans until Kennedy Wilson is
in possession of the collateral. However, accrual of income is not recorded during the conversion period
under ASC Subtopic 310-30-25, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit
Quality. Income is recognized to the extent that cash is received from the loan.
Sales of real estate are recognized when title to the real property passes to the buyer and there is no
continuing involvement in the real property. Under ASC Subtopic 610-20, the Company recognizes the
entire gain attributed to contributions of real estate properties to unconsolidated entities.
REAL ESTATE ACQUISITIONS — The purchase price of acquired properties is recorded to land,
buildings and building improvements and intangible lease value (value of above-market and below-
market leases, acquired in-place lease values, and tenant relationships, if any). The ownership of the
other interest holders in consolidated subsidiaries is reflected as noncontrolling interests. Real estate is
recorded based on cumulative costs incurred and allocated based on relative fair value.
The valuations of real estate are based on management estimates of the real estate assets using income
and market approaches. The indebtedness securing the real estate is valued, in part, based on third
party valuations and management estimates also using an income approach.
UNCONSOLIDATED INVESTMENTS — Kennedy Wilson has a number of joint venture interests that
were formed to acquire, manage, and/or sell real estate. Investments in unconsolidated investments
are accounted for under the equity method of accounting as Kennedy Wilson can exercise significant
influence, but does not have the ability to control the unconsolidated investment. An investment in
an unconsolidated investment is recorded at its initial investment and is increased or decreased by
Kennedy Wilson’s share of income or loss, plus additional contributions and less distributions. A decline
in the value of an unconsolidated investment that is other than temporary is recognized when evidence
indicates that such a decline has occurred in accordance with ASC Topic 323, Investments—Equity
Method and Joint Ventures.
Kennedy Wilson elected the fair value option for 47 investments in unconsolidated investment entities
(“FV Option” investments). Due to the nature of these investments, Kennedy Wilson elected to record
these investments at fair value in order to report the change in value in the underlying investments in
the results of our current operations.
86
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Additionally, Kennedy Wilson records its investments in certain commingled funds it manages and
sponsors (the “Funds”) that are investment companies under the ASC Topic 946, Financial Services—
Investment Companies, based upon the net assets that would be allocated to its interests in the Funds
assuming the Funds were to liquidate their investments at fair value as of the reporting date. Thus, the
Funds reflect their investments at fair value, with unrealized gains and losses resulting from changes in
fair value reflected in their earnings.
Performance allocations or carried interest are allocated to the general partner, special limited partner
or asset manager of Kennedy Wilson’s real estate funds based on the cumulative performance of the
fund and are subject to preferred return thresholds of the limited partners. At the end of each reporting
period, Kennedy Wilson calculates the performance allocation that would be due as if the fair value
of the underlying investments were realized as of such date, irrespective of whether such amounts
have been realized. As the fair value of underlying investments varies between reporting periods, it is
necessary to make adjustments to amounts recorded as performance allocation to reflect either
(a) positive performance resulting in an increase in the performance allocation to the general partner
or asset manager or (b) negative performance that would cause the amount due to Kennedy Wilson to
be less than the amount previously recognized as income from unconsolidated investments, resulting
in a negative adjustment to performance allocations to the general partner or asset manager. As of
December 31, 2021, the Company has $169.7 million of accrued performance allocations recorded
to unconsolidated investments that are subject to future adjustments based on the underlying
performance of investments. During the year ended December 31, 2021, the Company collected
$9.6 million of previously accrued performance allocations.
The Company has concluded that performance allocations to the Company, based on cumulative
performance to-date, represent carried interests. For equity method investments, these allocations are
included as a component of the income reported from the underlying equity method investee and for
equity method investments where the fair value option has been elected, these allocations are included
in the determination of fair value under ASC Topic 820, Fair Value Measurement.
Performance allocation compensation is recognized in the same period that the related performance
allocations are recognized and can be reversed during periods when there is a reversal of performance
allocations that were previously recognized.
FAIR VALUE MEASUREMENTS — Kennedy Wilson accounts for fair value measurements of financial
assets and financial liabilities and for fair value measurements of non-financial items that are recognized
or disclosed at fair value in the financial statements on a recurring basis under the provisions of ASC
Topic 820. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date.
When estimating fair value in the absence of an orderly transaction between market participants,
valuations of real estate are based on management estimates of the real estate assets using income and
market approaches. The indebtedness securing the real estate and the investments in debt securities
are valued, in part, based on third party valuations and management estimates also using an income
approach. The use of different market assumptions or estimation methodologies may have a material
impact on the estimated fair value amounts. See Note 5 for further discussion of the estimation
uncertainty related to COVID-19.
FAIR VALUE OF FINANCIAL INSTRUMENTS — The estimated fair value of financial instruments is
determined using available market information and appropriate valuation methodologies. Considerable
judgment, is necessary, however, to interpret market data and develop the related estimates of fair
value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that
could be realized upon disposition of the financial instruments. The use of different market assumptions
or estimation methodologies may have a material impact on the estimated fair value amounts.
DISTRIBUTIONS FROM UNCONSOLIDATED INVESTMENTS — The Company utilizes the nature of
distributions approach and distributions are reported under operating cash flow unless the facts and
circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating
dividend or distribution of the proceeds from unconsolidated investments’ sale of assets), in which case
it is reported as an investing activity. This enables Kennedy Wilson to look to the nature and source of
the distribution received and classify it appropriately between operating and investing activities on the
statement of cash flows based upon the source.
FOREIGN CURRENCIES — The financial statements of Kennedy Wilson’s subsidiaries located outside
the United States are measured using the local currency as this is their functional currency. The assets
and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet date,
and income and expenses are translated at the average monthly rate. The foreign currencies include
the euro and the British pound sterling. Cumulative translation adjustments, to the extent not included
in cumulative net income, are included in the consolidated statement of equity as a component of
accumulated other comprehensive income.
Investment level debt is generally incurred in local currencies. Fluctuations in foreign exchanges rates
may have a significant impact on the results of the Company’s operations. In order to manage the effect
of these fluctuations, the Company enters into hedging transactions, in the form of currency derivative
contracts, that are designed to reduce its book equity exposure to foreign currencies. KWE has also
entered into currency derivative contracts to manage its exposure to euro to British pound currency
fluctuations. See Note 5 for a complete discussion on currency derivative contracts.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES — Kennedy Wilson has derivatives to reduce
its exposure to foreign currencies. All derivative instruments are recognized as either assets or liabilities
in the balance sheet at their respective fair values. For derivatives designated in hedging relationships,
changes in fair value of cash flow hedges or net investment hedges are recognized in accumulated other
comprehensive income, to the extent the derivative is effective at offsetting the changes in the item
being hedged until the hedged item affects earnings.
Fluctuations in foreign exchanges rates may have a significant impact on the Company’s results of
operations. In order to manage the potential exposure from adverse changes in foreign exchange
rates arising from the Company’s net investments in foreign operations, the Company may enter into
currency derivative contracts to hedge all or portions of the net investments in the Company’s non-U.S.
dollar denominated foreign operations.
GOODWILL — Goodwill results from the difference between the purchase price and the fair value
of net assets acquired based upon the purchase method of accounting for business combinations.
In accordance with ASC Subtopic 350-20, Accounting for Intangibles—Goodwill and Other, goodwill is
reviewed for impairment on an annual basis. The Company performs its annual review of impairment
at year end and when a triggering event occurs between annual year end reviews. As a result of
the evaluation performed as described above, Kennedy Wilson has determined that there was no
impairment of goodwill as of December 31, 2021, 2020 and 2019.
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
CASH AND CASH EQUIVALENTS — Cash and cash equivalents consist of cash and all highly liquid
investments purchased with maturities of three months or less. Cash and cash equivalents are
invested in institutions insured by government agencies. Certain accounts contain balances in excess
of the insured limits. Kennedy Wilson’s operations and financial position are affected by fluctuations
in currency exchange rates between the euro and British pound sterling against the U.S. Dollar. As
of December 31, 2021, 2020, and 2019 we have $24.2 million, $101.7 million, and $54.5 million,
respectively, of restricted cash, which is included in cash and cash equivalents, that primarily relates to
lender reserves associated with consolidated mortgages that we hold on properties as well as escrow
deposits associated with acquisitions and dispositions. These reserves typically relate to interest, tax,
insurance and future capital expenditures at the properties.
LONG-LIVED ASSETS — Kennedy Wilson reviews its long-lived assets (excluding goodwill) whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable in accordance with ASC Subtopic 360-10, Impairment of Property, Plant and Equipment.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of
an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment
charge is recognized in gain on sale of real estate, net in the amount by which the carrying amount of
the asset exceeds the fair value of the asset. Assets to be disposed of are presented separately in the
balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no
longer depreciated. The assets and liabilities of the assets to be disposed of are classified as held for sale
and would be presented separately in the appropriate asset and liability sections of the balance sheet.
ACCOUNTS RECEIVABLE — Accounts receivable are recorded at the contractual amount as determined
by the underlying agreements and do not bear interest. The Company recognizes revenue to the extent
that amounts are probable that substantially all rental income will be collected.
CONCENTRATION OF CREDIT RISK — Financial instruments that subject Kennedy Wilson to credit risk
consist primarily of accounts and notes receivable, cash equivalents and derivative instruments. Credit
risk is generally diversified due to the large number of entities composing Kennedy Wilson’s customer
base and their geographic dispersion throughout the United States, the United Kingdom, Ireland, Spain
and Italy. Kennedy Wilson performs ongoing credit evaluations of its customers and debtors.
EARNINGS PER SHARE — Basic earnings per share is computed based upon the weighted average
number of shares of common stock outstanding during the periods presented. Diluted earnings per
share is computed based upon the weighted average number of shares of common stock and potentially
dilutive securities outstanding during the periods presented. The dilutive impact of potentially dilutive
securities including convertible securities, and unvested stock which were outstanding during the
period. Unvested stock are calculated by the “treasury stock” method and the convertible securities
under the “if converted” method.
COMPREHENSIVE INCOME (LOSS) — Comprehensive income (loss) consists of net income (loss) and
other comprehensive income (loss). In the accompanying consolidated balance sheets, accumulated
other comprehensive income consists of foreign currency translation adjustments and unrealized gains
(losses) on interest rate swaps and derivative instruments.
REPURCHASE OF EQUITY INSTRUMENTS — Upon the decision to retire repurchased equity
instruments, Kennedy Wilson records the retirement as a reduction to additional paid in capital for the
amount that shares were initially issued at with the excess paid going to retained earnings.
SHARE-BASED PAYMENT ARRANGEMENTS — Kennedy Wilson accounts for its share-based payment
arrangements under the provisions of ASC Subtopic 718-10, Compensation—Stock Compensation.
Compensation cost for employee service received in exchange for an award of equity instruments
is based on the grant-date fair value of the share-based award that is ultimately settled in equity
of Kennedy Wilson. The cost of employee services is recognized over the period during which an
employee provides service in exchange for the share-based payment award. Share-based payment
arrangements with only services conditions that vest ratably over the requisite service period are
recognized on the straight-line basis and performance awards that vest ratably are recognized on a
tranche by tranche basis over the performance period.
INCOME TAXES — Income taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date. In
accordance with accounting for uncertainty in ASC Subtopic 740-10, Income Taxes, Kennedy Wilson
recognizes the effect of income tax positions only if those positions are more likely than not of being
sustained. Recognized income tax positions are measured at the largest amount that is greater than
50% likely of being realized. Changes in recognition or measurement are reflected in the period in which
the change in judgment occurs.
Kennedy Wilson records interest related to unrecognized tax benefits in interest expense and penalties
in general and administrative expenses.
NONCONTROLLING INTERESTS — Noncontrolling interests are reported within equity as a separate
component of Kennedy Wilson’s equity in accordance with ASC Subtopic 810-10. Revenues, expenses,
gains, losses, net income or loss, and other comprehensive income are reported in the Consolidated
Statements of Income at the consolidated amounts and net income and comprehensive income
attributable to noncontrolling interests are separately stated.
RECENT ACCOUNTING PRONOUNCEMENTS
COVID-19 LEASE MODIFICATION ACCOUNTING RELIEF—Due to the business disruptions and
challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors
may be required to provide rent deferrals and other lease concessions to lessees. While the lease
modification guidance in ASC Topic 842 addresses routine changes to lease terms resulting from
negotiations between the lessee and the lessor, this guidance did not contemplate concessions being so
rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19
pandemic and restrictions intended to prevent its spread.
In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”)
focused on the application of lease accounting guidance to lease concessions provided as a result of
the COVID-19 pandemic. Under existing lease guidance, on a lease by lease basis the Company would
have to determine, if a lease concession was the result of a new arrangement reached with the tenant
(treated within the lease modification accounting framework) or if a lease concession was under the
enforceable rights and obligations within the existing lease agreement (precluded from applying the
lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the
lease modification accounting framework or not, with such election applied consistently to leases with
similar characteristics and similar circumstances. The Company had no significant deterioration to its
rental collections during the year ended December 31, 2021. The Company has received some requests
for lease modifications and has granted some deferrals but the amount probable of collection over
the lease term generally has not changed so there has been minimal impact to rental revenues from
lease modifications. The Company will continue to evaluate the extent of lease concessions granted
to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the
Company at the time of entering into such concessions.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment, which requires an entity to no longer perform a hypothetical purchase
price allocation to measure goodwill impairment. Instead, impairment will be measured using the
difference between the carrying amount and the fair value of the reporting unit. The Company adopted
this standard on January 1, 2020 and the adoption of this standard did not have a material impact on
the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure
Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value
measurements in ASC Topic 820, including: the removal of valuation processes for Level 3 fair value
measurements. The ASU also adds new requirements including (a) the changes in unrealized gains
and losses for the period included in other comprehensive income for recurring level 3 fair value
measurements and (b) the range and weighted average of significant unobservable inputs used to
develop level 3 fair value measurements. The Company adopted this standard on January 1, 2020 and
the adoption of this standard did not have a material impact on the Company’s consolidated financial
statements.
In June 2016, the FASB updated ASC Topic 326, Financial Instruments—Credit Losses with ASU 2016-13,
Measurement of Credit Losses on Financial Instruments. ASU 2016-13 enhances the methodology of
measuring expected credit losses to include the use of forward-looking information to better inform
credit loss estimates. This ASU is effective for all entities for annual and interim periods in fiscal years
beginning after December 15, 2019. In addition, in November 2018 the FASB issued ASU 2018-19,
which clarifies that receivables arising from operating leases are not within the scope of the credit
losses standard, but rather, should be accounted for in accordance with ASC Topic 842. The Company
adopted this standard on January 1, 2020 and the adoption of this standard did not have a material
impact on Kennedy Wilson’s consolidated financial statements. During the course of 2020 the Company
has launched a debt platform originating and acquiring performing loans. As of December 31, 2021 the
Company has $130.3 million of investments in loan originations and acquisitions. Since the Company
has no history of having issues with loans being uncollectible and current loans are performing and
backed by credit worthy borrowers the Company does not expect significant credit losses but will
monitor and evaluate loans in accordance with ASU 2016-13.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides
optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other
transactions affected by reference rate reform if certain criteria are met. The amendments apply only to
contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate
expected to be discontinued because of reference rate reform. The ASU was effective upon issuance
on a prospective basis beginning January 1, 2020 and may be elected over time as reference rate
reform activities occur. The Company adopted this standard on January 1, 2020 and the adoption of
this standard did not have a material impact on the Company’s consolidated financial statements. The
Company will evaluate its debt and derivative contracts that may become eligible for modification relief
and may apply the elections prospectively as needed.
The FASB did not issue any other ASUs during the year ended December 31, 2021 that the Company
expects to be applicable and have a material impact on the Company’s financial position or results of
operations.
RECLASSIFICATIONS—Certain balances included in prior year’s financial statements have been
reclassified to conform to the current year’s presentation.
NOTE 3—REAL ESTATE AND ACQUIRED IN PLACE LEASE VALUE
The following table summarizes the Company’s investment in consolidated real estate properties at
December 31, 2021 and 2020:
(Dollars in millions)
Land
Buildings
Building improvements
Acquired in-place lease values
Less accumulated depreciation and amortization
Real estate and acquired in place lease values,
net of accumulated depreciation and amortization
2021
$ 1,277.6
3,744.1
545.6
330.6
5,897.9
(838.1)
December 31,
2020
$ 1,225.1
3,436.0
546.6
327.8
5,535.5
(815.0)
$ 5,059.8
$ 4,720.5
Real property, including land, buildings, and building improvements, are included in real estate and
are generally stated at cost. Buildings and building improvements are depreciated on the straight-line
method over their estimated lives not to exceed 40 years. Acquired in-place lease values are recorded at
their estimated fair value and depreciated over their respective weighted-average lease term which was
6.9 years at December 31, 2021.
Depreciation and amortization expense on buildings, building improvements and acquired in-place lease
values for the years ended December 31, 2021, 2020 and 2019 was $151.3 million, $165.7 million and
$173.4 million, respectively.
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Consolidated Acquisitions
The purchase of property is recorded to land, buildings, building improvements, and intangible lease
value (including the value of above-market and below-market leases, acquired in-place lease values, and
tenant relationships, if any) based on their respective estimated relative fair values. The purchase price
generally approximates the fair value of the properties as acquisitions are generally transacted with
third-party willing sellers after arms-length negotiations.
During the year ended December 31, 2021, Kennedy Wilson acquired the following consolidated
properties:
(Dollars in millions)
Location
Western U.S.
United Kingdom
Description
Ten multifamily properties
Two commercial properties
Land
$ 166.1 $
95.9
$ 262.0 $
Building
610.9 $
231.3
842.2 $
Purchase Price Allocation at Acquisition(1)
Acquired
in-place
lease
values(2)
Investment
debt
2.3 $
22.3
24.6 $
469.1 $
—
469.1 $
KWH
Shareholders’
Equity
310.2
349.5
659.7
(1) Excludes net other assets.
(2) Above- and below-market leases are included in other assets and accrued expenses and other liabilities, respectively, on the
accompanying consolidated balance sheets.
During the year ended December 31, 2020, Kennedy Wilson acquired the following consolidated
properties:
(Dollars in millions)
Location
Description
Land
Building
Western U.S.
One multifamily property
$ 13.4 $
United Kingdom One industrial property
Ireland
One commercial property
—
—
53.6 $
40.2
1.3
$ 13.4 $
95.1 $
Purchase Price Allocation at Acquisition(1)
Acquired
in-place
lease
values(2)
Investment
debt
KWH
Shareholders’
Equity
0.5 $
—
—
0.5 $
38.7 $
—
—
38.7 $
106.3
40.2
1.3
147.8
(1) Excludes net other assets.
(2) Above- and below-market leases are included in other assets and accrued expenses and other liabilities, respectively, on the
accompanying consolidated balance sheets.
Gains on Sale of Real Estate, Net
During the years ended December 31, 2021, 2020 and 2019, Kennedy Wilson recognized the following
net gains on sale of real estate. Included in the net gains for December 31, 2021 is an impairment loss
of $20.9 million on two retail properties in the United Kingdom and an additional impairment on a
residential property in the Western United States. Included in the net gains for December 31, 2020
is an $15.6 million impairment loss on five retail properties in the United Kingdom and a residential
property in the Western United States. During the year ended December 31, 2019 there were no
impairments on consolidated properties.
(Dollars in millions)
Year ended
December 31,
Description
Consolidated(1)
NCI
Net of NCI
Gain on sale of real estate
2021
2020
2019
Primarily due to the sale of a 49% equity interest in nine
multifamily properties in Western United States that were
previously wholly-owned and controlled by the Company and the
sale of a wholly-owned office property in the United Kingdom
20 industrial properties (including the deconsolidation of
previously consolidated real estate as discussed below), 19
retail properties, three office properties and one multifamily
property in United Kingdom, two multifamily properties and two
office properties in Ireland, one retail property in Spain, and one
multifamily property in Western United States
11 commercial properties and one hotel in the United Kingdom,
one hotel in Ireland, 10 Spanish retail properties, five retail
properties, one hotel, and one multifamily property in the
Western United States, and the deconsolidation of previously
consolidated real estate as discussed below
$ 433.6
$ —
$ 433.6
$ 353.6
$ —
353.6
434.9
116.7
318.2
(1) Includes sale of real estate and cost of real estate sold, which are presented net in the table above.
Deconsolidation of Previously Consolidated Real Estate
Under ASC Subtopic 610-20, due to certain transactions resulting in the deconsolidation of the
Company’s interest in investments previously consolidated in the Company’s financial statements, the
Company recognized (i) $332.0 million through gain on sale of real estate, net during the year ended
December 31, 2021, (ii) a gain of $126.3 million through gain on sale of real estate, net, during the year
ended December 31, 2020, and (iii) a gain of $317.8 million through gain on sale of real estate, net, of
which the Company’s share, net of noncontrolling interest, was $212.4 million during the year ended
December 31, 2019.
Due to the sale and deconsolidation of the assets that make up the MF seed portfolio, the Company
recognized a $332.0 million gain on sale of real estate asset and generated $166.4 million of cash
proceeds for the Company. The gain is due to the sale of the 49% interest to the Company’s partner and
the recording of the Company’s retained 51% interest in unconsolidated investments at the fair value
established by the transaction. The MF seed portfolio and subsequent investments within the separate
account are accounted for at fair value as the Company has elected to account for this investment
under the fair value adoption.
On December 18, 2020, the Company and a sovereign wealth fund entered into a joint venture
agreement targeting urban logistics properties in the UK, with the potential to expand into Ireland
and Spain (“European Industrial JV”). The European Industrial JV commenced with investing in an
80% ownership stake in 18 industrial assets located throughout the United Kingdom. The Company
previously wholly-owned the assets and continues to hold an interest in these assets subsequent to
their sale to the European Industrial JV through its retained 20% ownership interest in the joint venture.
As the Company does not control the European Industrial JV, the assets are no longer consolidated
and the European Industrial JV is accounted for under the equity method. The Company elected the
fair value option and going forward the investments are accounted for as fair value unconsolidated
investments with operating activity included within income from unconsolidated investments. The
Company recognized a $126.3 million gain from the sale and deconsolidation.
During the second quarter of 2019, AXA Investment Managers—Real Assets (“AXA”) invested in a 50%
ownership stake in the State Street office building, Capital Dock office buildings and Capital Dock
residential tower in Dublin, Ireland that was previously held by the Company and different equity
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
partners. These investments were previously consolidated in the Company’s consolidated financial
statements. During the fourth quarter of 2019, the Company sold 468 multifamily units across three
assets in Dublin, Ireland into the joint venture with AXA that were previously wholly owned by the
Company. The Company recognized a gross gain of $317.8 million in gain on sale of real estate and
$105.4 million which was allocated to noncontrolling interests for a net gain of $212.4 million.
Leases
The Company leases its operating properties to customers under agreements that are classified as
operating leases. The total minimum lease payments provided for under the leases are recognized on
a straight-line basis over the lease term. The majority of the Company’s rental expenses, including
common area maintenance, real estate taxes and insurance, are recovered from the Company’s tenants.
The Company records amounts reimbursed by customers in the period that the applicable expenses
are incurred, which is generally ratably throughout the term of the lease. The reimbursements are
recognized in rental income in the consolidated statements of operations as the Company is the primary
obligor with respect to purchasing and selecting goods and services from third-party vendors and
bearing the associated credit risk.
The following table summarizes the minimum lease payments due from the Company’s tenants on
leases with lease periods greater than one year at December 31, 2021:
(Dollars in millions)
2022
2023
2024
2025
2026
Thereafter
Total
Minimum
Rental Revenues(1)
$ 154.7
135.4
111.8
95.7
78.3
239.0
$ 814.9
(1) These amounts do not reflect future rental revenues from the renewal or replacement of existing leases, rental increases that
are not fixed and exclude reimbursements of rental expenses.
NOTE 4—UNCONSOLIDATED INVESTMENTS
Kennedy Wilson has a number of joint venture interests including commingled funds and separate
accounts, generally ranging from 5% to 50%, that were formed to acquire, manage, develop, service
and/or sell real estate. Kennedy Wilson has significant influence over these entities, but not control.
Accordingly, these investments are accounted for under the equity method.
Joint Venture and Fund Holdings
The following table details Kennedy Wilson’s investments in joint ventures by investment type and
geographic location as of December 31, 2021:
(Dollars in millions)
Western U.S.
Ireland
United Kingdom
Total
Multifamily
$ 592.1
389.5
—
Commercial
$ 81.0
141.1
169.3
Hotel
$ 131.0
—
—
Funds
$ 189.2
3.1
42.9
Residential
and Other
$ 179.6
—
28.8
Total
$ 1,172.9
533.7
241.0
$ 981.6
$ 391.4
$ 131.0
$ 235.2
$ 208.4
$ 1,947.6
96
The following table details the Kennedy Wilson’s investments in joint ventures by investment type and
geographic location as of December 31, 2020:
(Dollars in millions)
Western U.S.
Ireland
United Kingdom
Total
Multifamily Commercial
$ 83.0
129.7
56.4
$ 269.1
$ 226.2
389.7
—
$ 615.9
Hotel
$ 86.3
—
—
$ 86.3
Funds
$ 118.1
3.7
15.4
$ 137.2
Residential
and Other
$ 180.8
—
—
$ 180.8
Total
$ 694.4
523.1
71.8
$ 1,289.3
During the year ended December 31, 2021, the change in unconsolidated investments primarily relates
to $280.8 million of cash contributions to unconsolidated investments, $165.0 million of distributions
from unconsolidated investments, $178.8 million associated with the deconsolidation of the MF seed
portfolio as discussed in Note 3, $389.0 million of income from unconsolidated investments (including
$213.5 million of fair value gains), and a $32.2 million decrease related to other items which primarily
related to foreign exchange movements.
As of December 31, 2021 and December 31, 2020, $1,794.8 million and $1,136.5 million of
unconsolidated investments were accounted for at fair value. See Note 5 for more detail.
Contributions to Joint Ventures
During the year ended December 31, 2021, Kennedy Wilson contributed $280.8 million to joint
ventures, primarily to fund new acquisitions in the Company’s European Industrial JV separate account
and capital calls with respect to the Kona Village hotel development.
Distributions from Joint Ventures
The following table details cash distributions by investment type and geographic location for the year
ended December 31, 2021:
(Dollars in millions)
Multifamily
Commercial
Funds
Residential and Other
Total
Operating
Investing Operating
Investing Operating
Investing Operating
Investing Operating
Investing
Western U.S.
$
29.7 $
22.5 $
9.4 $
9.6 $
24.1 $
5.3 $
— $
22.1 $
63.2 $
Ireland
United Kingdom
5.7
—
23.2
—
10.0
3.3
—
—
—
—
—
—
—
—
—
0.1
15.7
3.3
Total
$
35.4 $
45.7 $
22.7 $
9.6 $
24.1 $
5.3 $
— $
22.2 $
82.2 $
59.5
23.2
0.1
82.8
Investing distributions resulted primarily from the sales of one multifamily property and two office
properties in Fund VI, refinancing and buyouts from limited partners in the VHH portfolio, and a partial
redemption of a non-core hedge fund investment. Operating distributions resulted from operating cash
flow generated by the joint venture investments that have been distributed to the Company.
Income from Unconsolidated Investments
The following table presents income from unconsolidated investments recognized by Kennedy Wilson
during the years ended December 31, 2021, 2020 and 2019:
(Dollars in millions)
Income from unconsolidated investments—operating performance
Income from unconsolidated investments—realized gains cost basis investments
Income from unconsolidated investments—unrealized and realized fair value gains
Income from unconsolidated investments—realized losses and impairment
Principal co-investments
Income from unconsolidated investments—performance allocation
Year Ended December 31,
2021
$ 60.7
—
213.5
(3.1)
271.1
117.9
$ 389.0
2020
$ 43.4
—
47.2
(12.3)
78.3
2.7
$ 81.0
2019
$ 35.5
53.5
64.7
(10.3)
143.4
36.3
$ 179.7
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Operating performance is related to the ongoing performance from unconsolidated investments. Realized
gains are related to completed asset sales. Fair value gains primarily relate to market rate multifamily
investments in the Company’s Western United States portfolio and was due to increases in NOI and
cap rate compression. The cap rate compression was supported by recent transactions entered into by
the Company, third-party appraisals, as well as third party transactional and market data. Additionally,
the fair value of the Company’s investment in Zonda (retained interest from the Meyers disposition
in 2018) increased due to favorable operating activity We also saw fair value increases related to the
Company’s European logistics portfolio, as a result of cap rate compression on industrial assets in the
United Kingdom, resyndications at the Company’s VHH partnership and exchange movements on Euro
denominated unconsolidated investments carried at fair value. Income from performance allocations
primarily relates to increase in the Company’s unrealized performance allocations related to higher fair
values on market rate multifamily properties and European Industrial assets as discussed above.
The Company evaluates on a quarterly basis the carrying value of its historical cost based investments
and to the extent the carrying value is in excess of its fair value, an impairment loss is recorded. Realized
losses and impairment are related to asset sales on non-core retail assets in the United Kingdom
during the year ended December 31, 2021 and 2020. During the year ended December 31, 2019 an
impairment was recognized on a residential development project in the Western United States.
Vintage Housing Holdings (“VHH”)
As of December 31, 2021 and 2020, the carrying value of the Company’s investment in VHH
was $157.9 million and $142.9 million, respectively. The total equity income recognized from the
Company’s investment in VHH was $41.4 million, $22.8 million and $50.0 million for the years ended
December 31, 2021, 2020 and 2019. respectively. Distributions in the current period primarily relate to
the refund of advances on two development projects in which VHH provides cash for the construction
costs in advance, and other partners subsequently pay their share of the costs back to VHH. Fair
value gains in the current period primarily relate to resyndications in which VHH dissolves an existing
partnership and recapitalizes into a new partnership with tax exempt bonds and tax credits that are
sold to a new tax credit partner and, in many cases, yields cash back to VHH. Upon resyndication, VHH
retains a GP interest in the partnership and receives various future streams of cash flows including:
development fees, asset management fees, other GP management fees and distributions from
operations. Prior period fair value gains primarily relate to cap rate compression.
Changes in Control
During the year ended December 31, 2020, the Company deconsolidated its investment KW Europe
Fund II as the Company no longer held a controlling interest in it. As of December 31, 2021, the
carrying value of the Company’s investment in KW Europe Fund II was $46.0 million.
Refer to the description of the European Industrial JV above for a discussion of the change in control
transaction that occurred during the year ended December 31, 2020. As of December 31, 2021, the
carrying value of the Company’s investment in the European Industrial JV was $117.4 million.
Capital Commitments
As of December 31, 2021, Kennedy Wilson had unfulfilled capital commitments totaling $113.7 million
to eight of its unconsolidated joint ventures, including $39.0 million relating to three closed-end funds
managed by Kennedy Wilson, under the respective operating agreements. In addition to the unfunded
capital commitments, the Company has $140.3 million of equity commitments on various development
projects. The Company may be called upon to contribute additional capital to joint ventures in
satisfaction of such capital commitment obligations.
Summarized financial data
The MF seed portfolio had $92.1 million of income from unconsolidated investments which consisted
of $73.3 million of fair value gains, $15.7 million of performance allocations and $3.2 million relating to
the Company’s ownership in the underlying operations of the properties in the portfolio. The income
from the MF seed portfolio was significant component and as such the MF seed portfolio is considered
a significant subsidiary for the year ended December 31, 2021. Summarized financial information is
provided below. As the investment was new during the year, only results for the current period are
shown below. As these assets were previously consolidated by the Company amounts for prior periods
are reflected as part of consolidation operations in the prior periods.
(Dollars in millions)
Cash
Accounts receivable
Real estate
Other
Total assets
Liabilities
Accounts payable and accrued expenses
Debt
Total liabilities
Equity
Kennedy Wilson—investment in unconsolidated investments
Partner
Total equity
Total liabilities and equity
(Dollars in millions)
Rental income
Unrealized fair value gains
Rental expenses
Interest expense
Other expense
Net income
Income attributable to partner
Income from unconsolidated investments
December 31, 2021
10.6
2.4
943.5
3.3
959.8
4.4
458.9
463.3
268.9
227.6
496.5
959.8
Year Ended
December 31, 2021
31.6
145.6
(10.2)
(8.2)
(9.0)
149.8
(57.7)
92.1
$
$
$
$
$
$
98
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
NOTE 5—FAIR VALUE MEASUREMENTS AND THE FAIR VALUE OPTION
The following table presents fair value measurements (including items that are required to be measured
at fair value and items for which the fair value option has been elected) as of December 31, 2021:
(Dollars in millions)
Unconsolidated investments
Net currency derivative contracts
Total
Level 1
$
$
— $
—
— $
Level 2
Level 3
Total
— $ 1,794.8 $ 1,794.8
8.5
—
8.5
8.5 $ 1,794.8 $ 1,803.3
The following table presents fair value measurements (including items that are required to be measured
at fair value and items for which the fair value option has been elected) as of December 31, 2020:
(Dollars in millions)
Unconsolidated investments
Net currency derivative contracts
Total
$
$
Level 1
— $
—
Level 2
Level 3
Total
— $ 1,136.5 $ 1,136.5
(64.0)
—
(64.0)
— $ (64.0) $ 1,136.5 $ 1,072.5
Unconsolidated Investments
Kennedy Wilson elected to use the FV Option for 47 unconsolidated investments to more accurately
reflect the timing of the value created in the underlying investments and report those changes in
current operations. Kennedy Wilson’s investment balance in the FV Option investments was $1,568.5
million and $999.2 million at December 31, 2021 and 2020, respectively, which are included in
unconsolidated investments in the accompanying balance sheets.
Additionally, Kennedy Wilson records its investments in its managed commingled funds (the “Funds”)
based upon the net assets that would be allocated to its interests in the Funds, assuming the Funds were
to liquidate their investments at fair value as of the reporting date. The Company’s investment balance in
the Funds was $226.3 million and $137.3 million at December 31, 2021 and 2020, respectively, which is
included in unconsolidated investments in the accompanying consolidated balance sheets.
In estimating fair value of real estate held by the Funds and the 47 FV Option investments, the
Company considers significant unobservable inputs to be the capitalization and discount rates.
The following table summarizes the Company’s investments in unconsolidated investments held at fair
value by type:
(Dollars in millions)
FV Option
Funds
Total
December 31, 2021
1,568.5
$
226.3
December 31, 2020
999.2
$
137.3
$
1,794.8
$
1,136.5
The following table presents changes in Level 3 investments, investments in investment companies and
investments in joint ventures that elected the fair value option, for the years ended December 31:
(Dollars in millions)
Beginning balance
Unrealized and realized gains, including performance allocations
Unrealized and realized losses
Contributions
Distributions
Foreign Exchange
Other
Ending Balance
100
2021
$ 1,136.5
390.0
(5.0)
273.8
(144.3)
(28.4)
172.2
2020
$ 1,099.3
109.8
(13.5)
109.2
(189.7)
24.5
(3.1)
$
2019
662.2
161.1
(26.9)
191.2
(104.1)
(3.4)
219.2
$ 1,794.8
$ 1,136.5
$ 1,099.3
The Other balance for the year ended December 31, 2021 above includes $178.8 million related to
the deconsolidation of nine multifamily assets in the MF seed portfolio during the period. For the year
ended December 31, 2019 the Other balance includes $125.5 million from the deconsolidation of State
Street and Capital Dock and $92.2 million from the deconsolidation of three assets in Dublin, Ireland
comprising 468 multifamily units. As the increase in unconsolidated investments was due to a non-cash
movement the amounts are reflected in Other above. See notes to cash flow statement and note 3 for
further discussion regarding the sale.
The change in unrealized gains and losses on Level 3 investments during 2021 and 2020 for investments
still held as of December 31, 2021 and 2020 were gains of $195.3 million and $27.4 million, respectively.
The change in unrealized and realized gains and losses are included in principal co-investments within
income from unconsolidated investments in the accompanying consolidated statements of income.
In determining estimated fair market values, the Company utilizes discounted cash flow models that
estimate future cash flows (including terminal values) and discount those cash flows back to the current
period. The accuracy of estimating fair value for investments cannot be determined with precision and
cannot be substantiated by comparison to quoted prices in active markets and may not be realized
in a current sale or immediate settlement of the asset or liability. Additionally, there are inherent
uncertainties in any fair value measurement technique, and changes in the underlying assumptions
used, including terminal capitalization rates, discount rates, liquidity risks, and estimates of future cash
flows could significantly affect the fair value measurement amounts. The table below describes the
range of inputs used as of December 31, 2021 for real estate assets:
Multifamily
Office
Industrial
Retail
Hotel
Residential
Estimated Rates Used For
Terminal Capitalization
Rates
3.70% — 5.25%
4.00% — 7.75%
3.50% — 7.40%
5.00% — 7.00%
6.00%
N/A
Discount Rates
5.35% — 7.40%
5.10% — 9.25%
4.40% — 8.40%
7.50% — 9.00%
8.25%
N/A
In valuing indebtedness, Kennedy Wilson considers significant inputs to be the term of the debt,
value of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of
investment entities. The credit spreads used by Kennedy Wilson for these types of investments range
from 0.25% to 4.90%.
There is no active secondary market for the Company’s development projects and no readily available
market value given the uncertainty of the amount and timing of future cash flows. Accordingly,
its determination of fair value of its development projects requires judgment and extensive use of
estimates. Therefore, the Company typically uses investment cost as the estimated fair value until
future cash flows become more predictable. Additionally, the fair value of its development projects
may differ significantly from the values that would have been used had a ready market existed for
such investments and may differ materially from the values that the Company may ultimately realize.
If the Company were required to liquidate an investment in a forced or liquidation sale, it could realize
significantly less than the value at which the Company have recorded it. In addition, changes in the
market environment and other events that may occur over the life of the investments may cause the
gains or losses ultimately realized on these investments to be different than the unrealized gains or
losses reflected in the currently assigned valuations.
101
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
The Company assessed the impact of the COVID-19 pandemic and its ongoing impact on the fair value
of investments. Valuations of its assets that are reported at fair value and the markets in which they
operate, to date, have not been significantly impacted by the COVID-19 pandemic as there has been
little disruption to projected cash flows or market driven inputs on the underlying properties as a result
of COVID-19. As a result of the rapid development, fluidity and uncertainty surrounding this situation,
the Company expects that information with respect to fair value measurement may change, potentially
significantly, going forward and may not be indicative of the actual impact of the COVID-19 pandemic
on its business, operations, cash flows and financial condition for the year ended December 31, 2021
and future periods.
Currency derivative contracts
Kennedy Wilson uses foreign currency derivative contracts such as forward contracts and options to
manage its foreign currency risk exposure against a portion of certain non-U.S. dollar denominated
currency net investments. Foreign currency options are valued using a variant of the Black-Scholes
model tailored for currency derivatives and the foreign currency forward contracts are valued based on
the difference between the contract rate and the forward rate at maturity of the underlying currency
applied to the notional value in the underlying currency discounted at a market rate for similar risks.
Although the Company has determined that the majority of the inputs used to value its currency
derivative contracts fall within Level 2 of the fair value hierarchy, the counterparty risk adjustments
associated with the currency derivative contracts utilize Level 3 inputs. However, as of December 31,
2021, Kennedy Wilson assessed the significance of the impact of the counterparty valuation
adjustments on the overall valuation of its derivative positions and determined that the counterparty
valuation adjustments are not significant to the overall valuation of its derivative. As a result, we have
determined that our derivative valuation in its entirety be classified in Level 2 of the fair value hierarchy.
Changes in fair value are recorded in other comprehensive income in the accompanying consolidated
statements of comprehensive income as the portion of the currency forward and option contracts used
to hedge currency exposure of its certain consolidated subsidiaries qualifies as a net investment hedge
under ASC Topic 815, Derivatives and Hedging. On investments in which the Company has elected the
fair value option changes in fair value are recorded to income from unconsolidated investments to
offset fair value changes of the currency in which foreign fair value investments are invested.
The fair value of the derivative instruments held as of December 31, 2021 and 2020 are reported
in other assets for hedge assets and included in accrued expenses and other liabilities for hedge
liabilities on the accompanying consolidated balance sheet. See Note 14 for a complete discussion on
other comprehensive income including currency forward and option contracts and foreign currency
translations.
The table below details the currency forward contracts and currency option contracts Kennedy Wilson
had as of December 31, 2021:
(Dollars in millions)
December 31, 2021
Year Ended December 31, 2021
Currency
Hedged
Underlying
Currency
Notional
Hedge
Asset
Hedge
Liability
Change in
Unrealized
Gains
Realized Gains
Interest
Expense
Cash Paid
Outstanding
EUR
EUR(1)
EUR(1)(2)
GBP
USD
GBP
GBP
USD
Total Outstanding
Settled
EUR
GBP
Total Settled
Total
GBP
USD
€
€
€
£
232.5 $
40.0
—
535.0
9.4 $
—
—
15.1
24.5
5.7 $
—
—
10.3
16.0
—
—
—
—
—
—
$
0.5
—
40.3
10.2
51.0
6.7
1.3
8.0
15.0 $
—
—
—
15.0
—
—
—
3.9 $
—
—
4.5
8.4
—
—
—
$ 24.5 $
16.0 $
59.0(3) $
15.0 $
8.4 $
—
—
—
—
—
(27.9)
(2.2)
(30.1)
(30.1)
(1) Hedge is held by KWE on its wholly-owned subsidiaries.
(2) Relates to KWE’s Euro Medium Term Note. See discussion in Note 9.
(3) Excludes deferred tax expense of $2.9 million.
The gains and (losses) recognized through other comprehensive income (loss) will remain in accumulated
other comprehensive income (loss) until the underlying investments they were hedging are substantially
liquidated by Kennedy Wilson.
Interest Rate Swaps
During the years ended December 31, 2021 and 2020, the Company entered into $138.4 million
notional of interest rate swaps on some variable rate property-level mortgage loans. During the year
ended December 31, 2021 and 2020, the Company had additional interest rate expense relating to
difference in variable rate and fixed interest rates of $0.9 million and $1.2 million. The changes in
fair value on these contracts was a gain of $4.2 million and a loss of $6.9 million for the years ended
December 31, 2021 and 2020 and are recorded to other comprehensive loss. During the year end
December 31, 2021 the Company sold interests in properties held in the MF seed portfolio that had
mortgages with interest rate swaps. Due to the sale and deconsolidation of its interests, the Company
recognized $0.8 million to gain on sale of real estate for amounts that had previously been recognized
to other comprehensive income. During the year ended December 31, 2020, a loss of $0.7 million
that had been recorded to other comprehensive income was reclassified to the income statement and
reduced the gain on sale of real estate associated with the property due to the sale of a consolidated
multifamily property which had an interest rate swap designated on one of its variable rate mortgages
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable including related party
receivables, accounts payable, accrued expenses and other liabilities approximate fair value due to their
short-term maturities. The carrying value of loans (excluding related party loans as they are presumed
not to be an arm’s length transaction) approximates fair value as the terms are similar to loans with
similar characteristics available in the market.
Debt liabilities are accounted for at face value plus net unamortized debt premiums. Debt assumed in
an asset acquisition, or business combination, is recorded at fair value on the date of acquisition. The
fair value as of December 31, 2021 and 2020 for mortgages, KW unsecured debt, and KWE unsecured
102
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
bonds were estimated to be approximately $5.5 billion and $4.9 billion, respectively, based on a
comparison of the yield that would be required in a current transaction, taking into consideration the
risk of the underlying collateral and the Company’s credit risk to the current yield of a similar security,
compared to their carrying value of $5.4 billion and $5.1 billion as of December 31, 2021 and 2020,
respectively. The inputs used to value mortgages, KW unsecured debt, and KWE unsecured bonds are
based on observable inputs for similar assets and quoted prices in markets that are not active and are
therefore determined to be level 2 inputs.
NOTE 6—OTHER ASSETS
Other assets consist of the following:
(Dollars in millions)
Straight line rent receivable
Hedge assets
Goodwill
Furniture and equipment net of accumulated depreciation of $27.4 and $27.2 at December 31,
2021 and December 31, 2020, respectively
Other, net of accumulated amortization of $— and $2.1 at December 31, 2021 and 2020,
respectively
Prepaid expenses
Deferred taxes, net
Right of use asset, net
Above-market leases, net of accumulated amortization of $60.4 and $58.3 at December 31, 2021
and 2020, respectively
Leasing commissions, net of accumulated amortization of $9.7 and $7.4 at December 31, 2021
and 2020, respectively
December 31,
2021
$ 44.3
24.5
23.9
2020
$ 51.6
12.0
23.9
17.6
15.3
13.3
12.6
10.0
8.4
8.0
22.3
19.0
11.8
22.1
11.2
15.0
10.2
Other Assets
$ 177.9
$ 199.1
Depreciation and amortization expense related to the above depreciable assets were $14.5 million,
$13.6 million, and $14.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Right of use asset, net
The Company, as a lessee, has three office leases and three ground leases, which qualify as operating
leases, with remaining lease terms of 2 to 237 years. The payments associated with office space leases
have been discounted using the Company’s incremental borrowing rate which is based on collateralized
interest rates in the market and risk profile of the associated lease. For ground leases the rate implicit in
the lease was used to determine the right of use asset.
The following table summarizes the fixed, future minimum rental payments, excluding variable costs,
which are discounted to calculate the right of use asset and related lease liability for its operating leases
in which we are the lessee:
(Dollars in millions)
2022
2023
2024
2025
2026
Thereafter
Total undiscounted rental payments
Less imputed interest
Total lease liabilities
104
Minimum
Rental Payments
1.5
$
0.8
0.5
0.3
0.2
31.9
35.2
(25.2)
$
10.0
Rental expense was $0.7 million, $1.0 million, and $1.4 million for the years ended December 31,
2021, 2020 and 2019, respectively, and is included in general and administrative expense in the
accompanying consolidated statements of income.
NOTE 7—MORTGAGE DEBT
The following table details mortgage debt secured by Kennedy Wilson’s consolidated properties as of
December 31, 2021 and 2020:
(Dollars in millions)
Mortgage Debt by Product Type
Multifamily(1)
Commercial(1)
Commercial
Commercial(1)
Hotel
Commercial
Mortgage debt (excluding loan fees)(1)
Unamortized loan fees
Total Mortgage Debt
Carrying amount of mortgage debt as
of December 31,(1)
$
Region
Western U.S.
United Kingdom
Western U.S.
Ireland
Ireland
Spain
$
2021
1,493.1
683.8
351.0
327.3
82.0
40.4
2,977.6
(17.8)
$
2,959.8
$
2020
1,345.5
429.6
375.2
320.5
88.0
43.6
2,602.4
(12.6)
2,589.8
(1) The mortgage debt payable balances include unamortized debt premiums. Debt premiums represent the difference between the
fair value of debt and the principal value of debt assumed in various acquisitions and are amortized into interest expense over the
remaining term of the related debt in a manner that approximates the effective interest method. The net unamortized loan premium
as of December 31, 2021 and 2020 was $2.5 million and $4.5 million, respectively.
The mortgage debt had a weighted average interest rate of 3.11% and 3.31% per annum as of
December 31, 2021 and 2020, respectively. As of December 31, 2021, 78% of Kennedy Wilson’s
property level debt was fixed rate, 13% was floating rate with interest caps and 9% was floating rate
without interest caps, compared to 73% fixed rate, 13% floating rate with interest caps and 14% floating
rate without interest caps, as of December 31, 2020.
Mortgage Loan Transactions and Maturities
During the year ended December 31, 2021, eight acquisitions were partially financed with mortgages,
six existing mortgages were refinanced, and two existing investments that closed with all equity were
subsequently partially financed with mortgage loans. See Note 4 for more detail on the acquisitions and
the investment debt associated with them.
The aggregate maturities of mortgage loans subsequent to December 31, 2021 are as follows:
(Dollars in millions)
2022(1)
2023
2024
2025
2026
Thereafter
Unamortized debt premium
Unamortized loan fees
Total Mortgage Debt
Aggregate Maturities
17.4
$
374.8
513.9
482.4
478.2
1,108.4
2,975.1
2.5
(17.8)
$
2,959.8
(1) The Company expects to repay the amounts maturing in the next twelve months with new mortgage loans, cash generated
from operations, existing cash balances, proceeds from dispositions of real estate investments, or as necessary, with
borrowings on our A&R Facility.
105
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
As of December 31, 2021, the Company received waivers on certain debt covenants on a loan
agreement governing a total of $71.9 million or 2% of our consolidated mortgage balance. The
mortgage is secured by a retail shopping center in the United Kingdom. This loan is non-recourse to
the Company and the waivers are through February 28, 2022 and typically cover interest coverage and
loan-to-value covenants. The Company expects to be in compliance with these covenants subsequent
to December 31, 2021, or will seek additional waivers and/or extensions as, and if needed. In the event
the Company is required to seek such additional waivers and/or extensions, the Company is currently
confident that it will be able to obtain them. The Company is current on all payments (principal and
interest) for its consolidated mortgages including the loans discussed above.
As of December 31, 2021, the Company was in compliance with or had received waivers on all financial
mortgage debt covenants.
NOTE 8—KW UNSECURED DEBT
The following table details KW unsecured debt as of December 31, 2021 and 2020:
(Dollars in millions)
Credit Facility
Senior Notes(1)
KW Unsecured Debt
Unamortized loan fees
Total KW Unsecured Debt
December 31,
$
2021
75.0
1,803.9
1,878.9
(26.6)
2020
$ 200.0
1,146.9
1,346.9
(14.7)
$ 1,852.3
$ 1,332.2
(1) The senior notes balances include unamortized debt premiums (discounts). Debt premiums (discounts) represent the difference
between the fair value of debt and the principal value of debt assumed in various acquisitions and are amortized into interest
expense over the remaining term of the related debt in a manner that approximates the effective interest method. The unamortized
debt premium as of December 31, 2021 was $3.9 million and a debt discount of $3.1 million as of December 31, 2020.
Borrowings Under Credit Facilities
The Company, through a wholly-owned subsidiary, has a $500 million unsecured revolving credit and
term loan facility (the “Second A&R Facility”). Loans under the Second A&R Facility bear interest at a
rate equal to LIBOR plus between 1.75% and 2.50%, depending on the consolidated leverage ratio as
of the applicable measurement date. The Second A&R Facility has a maturity date of March 25, 2024.
Subject to certain conditions precedent and at Kennedy-Wilson, Inc.’s (the “Borrower”) option, the
maturity date of the Second A&R Facility may be extended by one year.
The Second A&R Facility has certain covenants as defined within its Second Amended and Restated
Credit Agreement, dated as of March 25, 2020 (the “Credit Agreement”) that, among other things,
limit the Company and certain of its subsidiaries’ ability to incur additional indebtedness, repurchase
capital stock or debt, sell assets or subsidiary stock, create or permit liens, engage in transactions with
affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into consolidations or
mergers. The Credit Agreement requires the Company to maintain (i) a maximum consolidated leverage
ratio (as defined in the Credit Agreement) of not greater than 65%, measured as of the last day of each
fiscal quarter, (ii) a minimum fixed charge coverage ratio (as defined in the Credit Agreement) of not
less than 1.70 to 1.00, measured as of the last day of each fiscal quarter for the period of four full fiscal
quarters then ended, (iii) a minimum consolidated tangible net worth equal to or greater than the sum
of $1,700,000,000 plus an amount equal to fifty percent (50%) of net equity proceeds received by the
Company after the date of the most recent financial statements that are available as of the March 25,
2020, measured as of the last day of each fiscal quarter, (iv) a maximum recourse leverage ratio (as
defined in the Credit Agreement) of not greater than an amount equal to consolidated tangible net
worth as of the measurement date multiplied by 1.5, measured as of the last day of each fiscal quarter,
(v) a maximum secured recourse leverage ratio (as defined in the Credit Agreement) of not greater than
an amount equal to 3.5% of consolidated total asset value (as defined in the Credit Agreement) and
$299,000,000, (vi) a maximum adjusted secured leverage ratio (as defined in the Credit Agreement) of
not greater than 55%, measured as of the last day of each fiscal quarter, and (vii) liquidity (as defined in
the Credit Agreement) of at least $75.0 million.
As of December 31, 2021, the Company was in compliance with all financial covenant calculations. The
obligations of the Borrower pursuant to the Credit Agreement are guaranteed by the Company and
certain wholly-owned subsidiaries of the Company.
As of December 31, 2021, the Company had $75.0 million outstanding on the Second A&R Facility with
$425.0 million available to be drawn.
The average outstanding borrowings under credit facilities was $72.3 million during the year ended
December 31, 2021.
Senior Notes
On February 11, 2021, Kennedy-Wilson, Inc., as issuer, issued $500.0 million aggregate principal
amount of 4.750% senior notes due 2029 (the “2029 notes”) and $500.0 million aggregate principal
amount of 5.000% senior notes due 2031 (the “2031 notes” and, together with the 2029 notes, the
“initial notes”). On March 15, 2021, Kennedy-Wilson, Inc. issued an additional $100 million aggregate
principal of the 2029 notes and an additional $100 million of the 2031 notes. These additional
notes were issued as “additional notes” under the indentures pursuant to which Kennedy Wilson
previously issued 2029 notes and the 2031 notes. On August 23, 2021, Kennedy-Wilson, Inc. issued
$600.0 million aggregate principal amount of 4.750% senior notes due 2030 (the “2030 notes” and,
together with the 2029 notes and the 2031 notes, the “notes”). The notes are senior, unsecured
obligations of Kennedy Wilson and are guaranteed by Kennedy-Wilson Holdings, Inc. and certain
subsidiaries of Kennedy Wilson.
The notes accrue interest at a rate of 4.750% (in the case of the 2029 notes), 4.750% (in the case of the
2030 notes) and 5.000% (in the case of the 2031 notes) per annum, payable semi-annually in arrears on
March 1 and September 1 of each year, beginning on September 1, 2021 for the 2029 notes and 2031
notes and March 1, 2022 for the 2030 notes. The notes will mature on March 1, 2029 (in the case of
the 2029 notes), February 1, 2030 (in case of 2030 notes) and March 1, 2031 (in the case of the 2031
notes), in each case unless earlier repurchased or redeemed. At any time prior to March 1, 2024 (in the
case of the 2029 notes), September 1, 2024 (in the case of the 2030 notes) or March 1, 2026 (in the
case of the 2031 notes), Kennedy Wilson may redeem the notes of the applicable series, in whole or in
part, at a redemption price equal to 100% of their principal amount, plus an applicable “make-whole”
premium and accrued and unpaid interest, if any, to the redemption date. At any time and from time to
time on or after March 1, 2024 (in the case of the 2029 notes), September 1, 2024 (in the case of the
2030 notes) or March 1, 2026 (in the case of the 2031 notes), Kennedy Wilson may redeem the notes
of the applicable series, in whole or in part, at specified redemption prices set forth in the indenture
governing the notes of the applicable series, plus accrued and unpaid interest, if any, to the redemption
date. In addition, prior to March 1, 2024 (for 2029 notes and 2031 notes) and September 1, 2024 (for
2030 notes), Kennedy Wilson may redeem up to 40% of the notes of either series from the proceeds of
certain equity offerings. No sinking fund will be provided for the notes. Upon the occurrence of certain
106
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
change of control or termination of trading events, holders of the notes may require Kennedy Wilson to
repurchase their notes for cash equal to 101% of the principal amount of the notes to be repurchased,
plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
loss on early extinguishment of debt due to a make whole premium paid as part of redemption and
proportionate write off of loan fees. KWE also settled the swap arrangement discussed above on the
KWE Bonds during the year ended December 31, 2021.
As of December 31, 2020, Kennedy Wilson, Inc. had $1.2 billion of 5.875% Senior Notes due 2024
(the “2024 notes”). On January 27, 2021 the Company announced a tender offer for up to $1.0 billion
aggregate principal amount of outstanding 2024 notes. On February 9, 2021, $576.9 million aggregate
principal amount of the 2024 notes were tendered. As a result of the tender offer the Company
recognized $14.8 million of loss on early extinguishment of debt due to the tender premium and the
proportionate write off of capitalized loan fees and debt discount associated with the bonds retired as
part of the tender offer. On April 1, 2021 the Company redeemed the remaining $573.1 million of the
2024 notes using cash on hand from the proceeds of the 2029 notes and 2031 notes. As a result of the
redemption the Company recognized an additional $11.7 million of loss on early extinguishment of debt
during the year ended December 31, 2021
The indenture governing the notes contain various restrictive covenants, including, among others,
limitations on the Company’s ability and the ability of certain of the Company’s subsidiaries to incur
or guarantee additional indebtedness, make restricted payments, pay dividends or make any other
distributions from restricted subsidiaries, redeem or repurchase capital stock, sell assets or subsidiary
stocks, engage in transactions with affiliates, create or permit liens, enter into sale/leaseback
transactions, and enter into consolidations or mergers. The indenture governing the notes limit the
ability of Kennedy Wilson and its restricted subsidiaries to incur additional indebtedness if, on the
date of such incurrence and after giving effect to the new indebtedness, the maximum balance sheet
leverage ratio (as defined in the indenture) is greater than 1.50 to 1.00, subject to certain exceptions.
As of December 31, 2021, the maximum balance sheet leverage ratio was 1.19 to 1.00. See Note 14 for
the guarantor and non-guarantor financial statements.
As of December 31, 2021, the Company was in compliance with all financial covenants.
NOTE 9—KWE UNSECURED BONDS
The following table details the KWE unsecured bonds as of December 31, 2021 and 2020:
(Dollars in millions)
KWE Bonds
KWE Euro Medium Term Note Programme
KWE Unsecured Bonds (excluding loan fees)(1)
Unamortized loan fees
Total KWE Unsecured Bonds
December 31,
2021
2020
$ — $ 504.7
669.7
624.1
624.1
(1.3)
1,174.4
(1.9)
$ 622.8 $ 1,172.5
(1) The KWE unsecured bonds balances include unamortized debt discounts. Debt discounts represent the difference between the fair value
of debt at issuance and the principal value of debt and are amortized into interest expense over the remaining term of the related debt in a
manner that approximates the effective interest method. The net unamortized loan discount as of December 31, 2021 and 2020 was $2.1
million and $2.8 million, respectively.
KWE had £500 million of 3.95% fixed-rate senior unsecured bonds due 2022 (the “KWE Bonds”) that
had a carrying value of $504.7 million as of December 31, 2020. KWE effectively reduced the interest
rate to 3.35% as a result of entering into swap agreements to convert 50% of the proceeds into Euros.
On April 26, 2021, KWE completed the redemption of £150.0 million in aggregate nominal amount
of the KWE Bonds outstanding which resulted in a $9.3 million loss on early extinguishment of debt
due to a make whole premium paid as part of redemption and proportionate write off of loan fees. On
October 11, 2021, KWE redeemed the remainder of the KWE Bonds and resulted in a $7.1 million
108
In addition, KWE issued senior unsecured notes for an aggregate principal amount of approximately $625.4
million (based on December 31, 2021 rates) (€550 million) (the “KWE Notes”). The KWE Notes were issued
at a discount with an annual fixed coupon of 3.25%, and mature in 2025. As KWE invests proceeds from the
KWE Notes to fund equity investments in new euro denominated assets, KWE designates the KWE Notes as
net investment hedges under ASC Topic 815. Subsequent fluctuations in foreign currency rates that impact
the carrying value of the KWE Notes are recorded to accumulated other comprehensive income. During the
year ended December 31, 2021, Kennedy Wilson recognized a gain of $40.3 million in accumulated other
comprehensive income due to the weakening of the euro against the GBP during the period. The KWE Notes
rank pari passu with the KWE Bonds, and are subject to the same restrictive covenants.
The trust deed that governs the bonds contain various restrictive covenants for KWE, including,
among others, limitations on KWE’s and its material subsidiaries’ ability to provide certain negative
pledges. The trust deed limits the ability of KWE and its subsidiaries to incur additional indebtedness
if, on the date of such incurrence and after giving effect to the incurrence of the new indebtedness,
(1) KWE’s consolidated net indebtedness (as defined in the trust deed) would exceed 60% of KWE’s
total assets (as calculated pursuant to the terms of the trust deed); and (2) KWE’s consolidated secured
indebtedness (as defined in the trust deed) would exceed 50% of KWE’s total assets (as calculated
pursuant to the terms of the trust deed). The trust deed also requires KWE, as of each reporting date,
to maintain an interest coverage ratio (as defined in the trust deed) of at least 1.50 to 1.00 and have
unencumbered assets of no less than 125% of its unsecured indebtedness (as defined in the trust deed).
As of December 31, 2021, KWE was in compliance with these financial covenants.
NOTE 10—RELATED PARTY TRANSACTIONS
Related party revenue is fees and other income received from investments in which we have an
ownership interest, excluding amounts eliminated in consolidation discussed below. Kennedy Wilson
earned related party fees of $35.3 million, $22.8 million and $25.6 million for the periods ended
December 31, 2021, 2020 and 2019, respectively.
The Company provides asset and property management and other property related services on
properties in which it also has an ownership interest. Fees earned on consolidated properties are
eliminated in consolidation and fees on unconsolidated investments are eliminated for the portion that
relate to the Company’s ownership interest. During the years ended December 31, 2021, 2020 and
2019 fees of $0.8 million, $1.1 million and $18.1 million were eliminated in consolidation.
On October 2, 2020, the Company completed the sale of Kennedy-Wilson Properties, Ltd. (“KWP”),
a wholly-owned subsidiary of the Company operating in the third-party real estate services industry,
including, property management, commercial brokerage (leasing and sale), facilities management and
lease administration, to an entity controlled by certain members of KWP management (the “Purchaser”).
As part of the transaction and in exchange for an annual fee, the Company will provide certain services
to KWP, including the use of certain office space and information technology related services, in
addition to a license to use its trademark in connection with the operation of its business for a period of
two years, with a two-year extension option exercisable by the Purchaser subject to certain conditions
being met. The Company also provided financing to the Purchaser in connection with its purchase
of KWP as well as a three-year line of credit. As of the closing date, the Purchaser will employ the
approximately 110 employees and 25 independent contractors previously employed by KWP.
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
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Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
NOTE 11—INCOME TAXES
The table below represents a geographical breakdown of book income (loss) before the provision for
income taxes:
Year ended December 31,
(Dollars in millions)
Domestic
Foreign
Total
2020
2021
2019
$ 447.6 $ (37.0) $ 249.5
113.0
188.4
14.9
$ 462.5 $ 151.4 $ 362.5
The U.S. and foreign components of provision for income taxes consisted of the following components.
However, it is not reflective of the cash tax results of the Company.
(Dollars in millions)
Federal
Current
Deferred
State
Current
Deferred
Foreign
Current
Deferred
Total
Year ended December 31,
2021
2020
2019
$
— $
— $
94.4
94.4
(0.2 )
9.1
8.9
23.3
23.3
1.5
0.4
1.9
—
31.2
31.2
0.3
(4.6)
(4.3)
14.2
8.7
22.9
$ 126.2
14.9
3.5
18.4
$ 43.6
14.4
0.1
14.5
$ 41.4
A reconciliation of the statutory federal income tax rate of 21% with Kennedy Wilson’s effective income
tax rate is as follows:
2021
Year ended December 31,
2019
2020
$ 97.1 $ 31.8 $ 76.1
0.3
6.1
—
8.1
0.1
7.2
8.2
7.4
(2.6)
7.0
1.0
1.3
(16.8 )
(22.2)
—
(3.4 )
$ 126.2 $ 43.6 $ 41.4
2.0
(3.7)
(0.9)
2.9
4.2
(Dollars in millions)
Tax computed at the statutory rate
Tax deduction in excess of book compensation from restricted stock vesting
Domestic permanent differences, primarily disallowed executive compensation
Foreign permanent differences, primarily non-deductible depreciation,
amortization and interest expenses in the United Kingdom
Effect of foreign operations, net of foreign tax credit
Noncontrolling interests
State income taxes, net of federal benefit
Other
Provision for income taxes
1
2
0
2
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Cumulative tax effects of temporary differences are shown below at December 31, 2021 and 2020:
(Dollars in millions)
Deferred tax assets:
Foreign currency translation
Net operating loss carryforward and credits
Investment basis difference
Stock option expense
Hedging transactions
Lease liability
Accrued reserves
Total deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Investment basis and reserve differences
Depreciation and amortization
Right of use asset
Prepaid expenses and other
Capitalized interest
Total deferred tax liabilities
Deferred tax liability, net
Year ended December 31,
2020
2021
$ 2.7
172.4
96.8
2.2
7.8
0.1
11.1
293.1
(257.1)
36.0
285.4
3.9
0.1
2.2
1.3
292.9
$ 3.7
137.1
91.2
3.0
13.4
0.1
0.6
249.1
(204.4)
44.7
159.5
20.0
0.1
2.8
1.3
183.7
$ (256.9)
$ (139.0)
In December 2017, the Tax Cuts and Jobs Act (“the “TCJA”) was enacted and was effective January 1,
2018. The U.S. Treasury has issued various final and proposed regulatory packages supplementing the
TCJA provisions since 2018. In January 2022, the Internal Revenue Service published new and final
regulations for U.S. foreign tax credits that will be effective for future periods. The Company is currently
assessing the impact of these regulations.
During 2019, the United Kingdom enacted a Finance Act, which introduced a new capital gain tax
for non-UK resident investors who dispose of UK real estate. The new capital gain tax law became
effective on April 6, 2019. Beginning on this date, non-UK resident investors are subject to UK tax on
gains arising from the direct and indirect dispositions of UK real estate held for investment purposes.
Transitional provisions allowed for rebasing of UK real estate values to fair market value as of April 5,
2019 (“UK Basis Step-Up”). Accordingly, only gains arising from property value increases after April 5,
2019 are subject to tax. The step-up led to a higher tax basis relative to the carrying value of the UK
real estate, thus resulting in a UK deferred tax asset of $107.0 million. The realizability of this deferred
tax asset is dependent on future disposition of real estate at a fair market value in excess of appraised
value as of April 5, 2019. Given uncertainties surrounding Brexit and its potential impact on future real
estate values, the Company concluded that the U.K. deferred tax asset did not meet the more likely
than not threshold of being realizable. Therefore, a full valuation allowance was recorded against the
UK deferred tax asset. During fiscal 2021, the valuation allowance on the UK Basis Step-Up increased
to $134.0 million due to remeasuring the deferred tax asset from UK tax rate of 19% to the new
enacted tax rate of 25%. The new tax rate of 25% becomes effective on April 1, 2023, which is when
the Company expects the deferred tax asset and related valuation allowance to unwind.
During March 2018, Kennedy Wilson elected to treat KWE as a partnership for U.S. tax purposes
retroactive to December 29, 2017. Due to unrealized foreign exchange losses not yet deductible for
tax purposes and the consideration paid to acquire the non-controlling interests in KWE exceeding the
book carrying value of the non-controlling interests in KWE, the Company’s tax basis in KWE exceeded
its book carrying value at December 29, 2017, and every period thereafter. Prior to the election to
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
treat KWE as a partnership, KWE was taxed as a controlled foreign corporation. As a controlled foreign
corporation, the Company was precluded from recognizing a deferred tax asset for its tax basis in
excess of book carrying value for its investment in KWE as the excess tax basis from the investment
was not expected to reverse in the foreseeable future. However, as a result of the conversion of KWE
to a partnership for U.S. tax purposes, the Company was required to record a deferred tax asset for
its investment in KWE. As of December 31, 2018, the Company recorded a $98.3 million deferred tax
asset related to its excess tax basis over book carrying value for its investment in KWE. As a significant
portion of the excess tax basis would only reverse upon a strengthening of foreign currencies or upon a
disposition of KWE, the Company determined that a valuation allowance of $98.3 million was required
for the tax basis that was in excess of the Company’s carrying value for its investment in KWE as it did
not meet the more likely than not recognition threshold. During the years ended December 31, 2020
and 2019, a portion of the excess tax basis over book basis in KWE reversed as a result of lower tax
gains on sales of real estate. During year ended December 31, 2021, our excess tax basis over book
basis in KWE increased due to book impairment losses that are not currently deductible for tax. As of
December 31, 2021, Kennedy Wilson’s excess tax basis in KWE and the related valuation allowance is
$71.7 million and $71.5 million, respectively.
As of December 31, 2021, Kennedy Wilson had federal, California and other state net operating losses
of $89.7 million, $108.2 million, and $14.3 million respectively. Of the $89.7 million of federal net
operating loss carryforwards, $30.0 million was generated during 2017, and the remaining balance
was generated after December 31, 2017. The post-2017 federal net operating losses do not expire.
However, such losses are only eligible to offset 80% of taxable income in a given year. California net
operating losses begin to expire in 2034. As of December 31, 2021, Kennedy Wilson had $205.7 million
of foreign net operating loss carryforwards, which have no expiration date. The Company has foreign
tax credit carryforwards of $78.0 million, of which $0.5 million begin to expire in 2023.
The Company’s valuation allowance on deferred tax assets increased by $52.7 million in 2021 and
decreased by $4.8 million in 2020. The increase in the valuation allowance during 2021 principally
relates to remeasuring the UK Basis Step Up deferred tax asset from 19% to 25%. The decrease in the
2020 valuation allowance principally relates to a decrease in the deferred tax asset related to the KWE
partnership as a result of lower tax gains on the sale of real estate in 2020.
During July 2019, the IRS initiated an income tax examination of the Company’s federal consolidated
tax return for the period ended December 31, 2017. During 2021, the 2017 federal income tax
examination was closed with no adjustments. In June 2021, the Company received a notification of a
general tax inquiry being conducted by the Spanish tax authorities for several of its Spanish entities
for tax years 2016 and 2017. As a result of the Spanish tax inquiry, management has reassessed the
Company’s prior Spanish tax filing positions and the need to accrue additional taxes. Based on this
reassessment, the Company believes that no additional Spanish tax accruals are required.
Kennedy Wilson’s federal and state income tax returns remain open to examination for the years 2018
through 2020 and 2016 through 2020, respectively. However, due to the existence of prior year loss
carryovers, the IRS may examine any tax years for which the carryovers are used to offset future taxable
income. Our foreign subsidiaries’ tax returns remain open to examination for the years 2017 through
2020. The Spanish loss carryovers may be subject to tax examination for a period of 10 years from the
period in which such losses were generated.
NOTE 12—COMMITMENTS AND CONTINGENCIES
CAPITAL COMMITMENTS—As of December 31, 2021 and 2020, the Company has unfunded capital
commitments of $113.7 million and $97.4 million to its joint ventures under the respective operating
agreements. In addition to the unfunded capital commitments on its joint venture investments, the
Company has $140.3 million of equity commitments relating on consolidated and unconsolidated
development projects. The Company may be called upon to contribute additional capital to joint
ventures in satisfaction of the Company’s capital commitment obligations.
LITIGATION—Kennedy Wilson is currently a defendant in certain routine litigation arising in the
ordinary course of business. It is the opinion of management and legal counsel that the outcome of
these actions will not have a material effect on the financial statements taken as a whole.
NOTE 13—STOCK COMPENSATION AND OTHER RELATED PLANS
The Company maintains a shareholder-approved equity participation plan (the “Second Amended and
Restated Plan”) under which shares of common stock are reserved for issuance pursuant to grants of
restricted stock and other awards to officers, employees, non-employee directors and consultants.
The Second Amended and Restated Plan also allows for share recycling on net settled restricted
stock awards, restricted stock unit awards, performance unit awards and performance share awards.
Named Executive Officers (“NEO”) participate in the Second Amended and Restated Plan. During
the years ended December 31, 2021, 2020 and 2019, the compensation committee of the board of
directors approved the total grant of 2.4 million shares of performance-based restricted stock units and
0.1 million shares of performance-based restricted shares of Company common stock, 2.0 million of
performance-based restricted shares and 1.9 million shares of performance-based restricted stock units
of Company common stock or performance-based restricted stock units covering Company common
stock, respectively, subject to vesting based on the Company’s total shareholder return (the “TSR
restricted awards”), performance-based restricted shares of Company common stock or performance-
based restricted stock units covering Company common stock subject to vesting based on the
Company’s return on equity (the “ROE awards”), and time-based restricted shares of Company common
stock or time-based restricted stock units covering Company common stock (the “time-based awards”)
(collectively, the “awards”), under the Second Amended and Restated Plan. Up to 100% of the TSR
awards will be eligible to vest based on the Company’s total shareholder return relative to the MSCI
World Real Estate Index during a three-year performance period (subject to continued employment
through the vesting date), with the actual number of shares subject to such TSR awards that vest and
cease to be subject to restrictions with respect to the performance period determined by multiplying
(i) the total number of shares subject to the TSR award by (ii) the applicable vesting percentage (which
is determined based on the level of the Company’s relative total shareholder return attained during
the performance period). Up to one-third of the ROE awards will be eligible to vest with respect to
each Company fiscal year of the performance period (each, a “performance year”) to the extent that
the Company satisfies the return on equity goals for such performance year (subject to continued
employment through the vesting date). One-third of the time-based awards will vest on each of the first
three anniversaries of the grant date, subject to continued employment through the vesting date. Stock-
based compensation expense is based on the fair values on the date of grant for the ROE awards and
time-based awards. Certain ROE awards and time-based awards were granted with a three-year sale
restriction period upon vesting. Due to the lack of marketability of these shares with the three-year sale
restriction period upon vesting, a 12.5% discount was applied to the grant price of these shares when
computing stock compensation expense. The fair value of the TSR awards are estimated using a Monte
112
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Carlo simulation. As of December 31, 2021, there was $29.2 million of unrecognized compensation cost
for the Second Amended and Restated Plan related to unvested shares which will vest over the next
three years.
Upon vesting, the restricted stock granted to employees discussed directly above is net share-settled
to cover the withholding tax. Shares that vested during the years ended December 31, 2021, 2020
and 2019 were net-share settled such that the Company withheld shares with values equivalent to
the employees’ minimum statutory obligations for the applicable income and other employment taxes,
and remitted the cash to the appropriate taxing authorities. The total shares withheld during the
years ended December 31, 2021, 2020 and 2019 were 967,536 shares, 571,983 shares, and 764,909
shares respectively, and were valued based on the Company’s closing stock price on the respective
vesting dates. During the years ended December 31, 2021, 2020 and 2019, total payments for the
employees’ tax obligations to the taxing authorities were $20.5 million, $11.6 million, and $16.4 million
respectively. These figures are reflected as a financing activity on the accompanying consolidated
statements of cash flows.
During the years ended December 31, 2021, 2020 and 2019, Kennedy Wilson recognized $28.7
million, $32.3 million, and $30.2 million of compensation expense related to the vesting of restricted
common stock and is included in compensation and related expense in the accompanying consolidated
statements of income.
The following table sets forth activity under the Amended and Restated Plan, the First Amended and
Restated Plan, and the Second Amended and Restated Plan for the Company’s fiscal years ending
December 31, 2021, 2020 and 2019:
Nonvested at December 31, 2019
Granted
Vested
Forfeited
Nonvested at December 31, 2020
Granted
Vested
Forfeited
Nonvested at December 31, 2021
Shares
2,252,360
2,543,551
(1,279,433)
(62,710)
3,453,768
619,945
(2,522,019)
(237,588)
1,314,106
Non-NEO Deferred Compensation Program and Performance Allocation Sharing Program
The Company maintains a deferred compensation program for certain employees of the Company (the
“Deferred Compensation Program”). The named executive officers of the Company are not participants
of the Deferred Compensation Program. The compensation committee of the Company’s board of
directors approves an amount annually to be allocated to certain employees of the Company in the
United States and in Europe. The amount allocated to each employee vests ratably over a three-year
vesting period, subject to continued employment with the Company. Prior to 2022, half of the allocated
amount was tied specifically to the performance and value of the Company’s common stock at the
time of each vesting (“Bonus Units”). Beginning 2022, the entire amount allocated to each employee
consisted of Bonus Units. Under the Deferred Compensation Program, at the time of each vesting,
the employees receive an amount equal to either the dividend yield of the Company’s common stock
or the actual amount of dividends paid on the Company common stock (in the case of Bonus Units)
during the immediately preceding year on the amount that is subject to such vesting. During the years
ended December 31, 2021, 2020 and 2019 the Company recognized $11.8 million, $6.4 million and
$3.6 million, respectively, under the Deferred Cash Bonus Program.
The Company also maintains a performance allocation sharing program for certain employees of
the Company (the “Performance Allocation Sharing Program”). The named executive officers of the
Company are not participants of the Performance Allocation Sharing Program. The compensation
committee of the Company’s board of directors approved, reserved and authorized executive
management to issue up to thirty-five percent (35%) of any performance allocation earned by certain
commingled funds and separate account investments to be allocated to certain non-NEO employees
of the Company. sixty percent of the award to each employee vests ratably over four years and the
remaining forty percent vests upon the consummation of a liquidity event of the investment whereby
the Company actually receives cash performance allocations from its partner. The full performance
allocation earned by the Company will be recorded to income from unconsolidated investments and the
amount allocated to employees is recorded as performance allocation expense. During the years ended
December 31, 2021, 2020 and 2019 the Company recognized $42.0 million, $0.2 million and $0.1
million, respectively, of performance allocation compensation to employees.
NOTE 14—EQUITY
Preferred Stock
In October 2019, the Company announced the issuance of a $300 million perpetual preferred equity
investment in Kennedy Wilson by affiliates of Eldridge Industries (collectively, “Eldridge”). Under the
terms of the agreement, Eldridge purchased $300 million in convertible perpetual preferred stock
carrying a 5.75% annual dividend rate, with an initial conversion price of $25.00 per share, representing
a premium of 15% to the daily volume weighted average price per share of Kennedy Wilson’s common
stock over the 20 trading days ending, and including, October 16, 2019. The preferred stock is callable
by Kennedy Wilson on and after October 15, 2024. The convertible perpetual preferred stock is treated
as permanent equity in accordance with ASC Topic 480, Distinguishing Liabilities from Equity.
Common Stock Repurchase Program
On March 20, 2018, the Company announced that its board of directors authorized a $250.0 million
stock repurchase program. Repurchases under the program may be made in the open market, in
privately negotiated transactions, through the net settlement of the Company’s restricted stock grants
or otherwise, with the amount and timing of repurchases dependent on market conditions and subject
to the Company’s discretion. On November 4, 2020, the Company’s board of directors authorized an
expansion of its existing $250 million share repurchase plan to $500 million.
During the year ended December 31, 2021, Kennedy Wilson repurchased and retired 2,824,665 shares
for $62.7 million. During the year ended December 31, 2020, Kennedy Wilson repurchased and retired
2,826,644 shares for $45.8 million under the previous stock repurchase program.
Dividend Distributions
Kennedy Wilson declared and paid the following cash dividends on its common stock:
(Dollars in millions)
Preferred Stock
Common Stock(1)
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Declared
Paid
Declared
$ 17.2
$ 17.2
125.8
123.5
$ 17.2
125.6
Paid
$ 13.6
126.1
(1) The difference between declared and paid is the amount accrued on the consolidated balance sheets.
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Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Taxability of Dividends
Earnings and profits, which determine the taxability of distributions to stockholders, may differ from
income reported for financial reporting purposes due to the differences for federal income tax purposes
in the treatment of revenue recognition, compensation expense, derivative investments and the basis of
depreciable assets and estimated useful lives used to compute depreciation.
The Company’s dividends related to its common stock will be classified for U.S. federal income tax
purposes as follows:
Record Date
12/31/2020
3/31/2021
6/30/2021
9/30/2021
Payment Date
Distributions Per Share
Ordinary Dividends
Return of Capital
1/7/2021
4/8/2021
7/8/2021
10/7/2021
Totals
$ 0.2200
0.2200
0.2200
0.2200
$ 0.8800
$ —
—
—
—
$ —
$ 0.2200
0.2200
0.2200
0.2200
$ 0.8800
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in each component of accumulated other comprehensive
loss (“AOCI”), net of taxes:
(Dollars in millions)
Balance at December 31, 2020
Unrealized (losses) gains, arising during
the period
Taxes on unrealized (losses) gains, arising
during the period
Amounts reclassified out of AOCI during the
period, gross
Amounts reclassified out of AOCI during the
period, taxes
Noncontrolling interest
Foreign
Currency
Translation
Foreign
Currency
Derivative
Contracts
Interest Rate
Swaps
Total
Accumulated
Other
Comprehensive
Loss(1)
$ (32.2)
$ 2.6
$ (5.4)
$ (35.0)
(58.9 )
59.1
0.6
3.3
(1.6 )
0.8
(2.9)
(0.2)
0.1
—
4.2
(1.0)
0.8
(0.2)
—
4.4
(3.3)
3.9
(1.7)
0.8
Balance at December 31, 2021
$ (88.0)
$ 58.7
$ (1.6)
$ (30.9)
(1) Excludes $358.4 million of inception to date accumulated other comprehensive losses associated with noncontrolling interest holders
of KWE that the Company was required to record as part of the KWE Transaction in October 2017.
The local currencies for our interests in foreign operations include the euro and the British pound
sterling. The related amounts on our balance sheets are translated into U.S. dollars at the exchange
rates at the respective financial statement date, while amounts on our statements of income are
translated at the average exchange rates during the respective period. Unrealized losses on foreign
currency translation is a result of the weakening of the euro and British pound sterling against the U.S.
dollar during the year ended December 31, 2021.
In order to manage currency fluctuations, Kennedy Wilson entered into currency derivative contracts
to manage its exposure to currency fluctuations between its functional currency (U.S. dollar) and the
functional currency (Euro and GBP) of certain of its wholly-owned and consolidated subsidiaries. See
Note 5 for a more detailed discussion of Kennedy Wilson’s currency derivative contracts.
NOTE 15—EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss) attributable to Kennedy-Wilson
Holdings, Inc. common stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share is computed after adjusting the numerator and denominator of the basic
earnings per share computation for the effects of all potentially dilutive common shares. The dilutive
effect of non-vested stock issued under share-based compensation plans is computed using the
treasury stock method. The dilutive effect of the cumulative preferred stock is computed using the
if-converted method.
The following is a summary of the elements used in calculating basic and diluted income per share for
the years ended December 31, 2021, 2020 and 2019:
(Dollars in millions, except share amounts and per share data)
2021
2020
2019
Net income attributable to Kennedy-Wilson Holdings, Inc. common
shareholders
Weighted-average shares outstanding for basic
Income per share–basic
Weighted average shares outstanding for diluted
Income per share–diluted
$
$
$
313.2 $
92.9 $
138,552,058
139,741,411
2.26 $
0.66 $
140,132,435
140,347,365
2.24 $
0.66 $
224.1
139,729,573
1.60
141,501,323
1.58
Year ended December 31,
There was a total of 13,572,590, 13,236,896 and 13,133,785 during the years ended December 31,
2021, 2020 and 2019 potentially dilutive securities were not included in the diluted weighted average
shares as they were anti-dilutive, respectively. Potentially anti-dilutive securities include preferred stock
and unvested restricted stock grants.
NOTE 16—SEGMENT INFORMATION
Segment Presentation
The Company evaluates its reportable segments in accordance with the guidance of ASC Topic 280,
Segment Reporting. Kennedy Wilson historically presented Investments and Services as its two main
operating segments. As the Company has expanded on its separate account and commingled fund
platforms, it determined that the segment presentation detailed below is more indicative of how
the business is being run and evaluated by the chief operating decision makers. Unconsolidated
investments that had historically been part of the Investments segment and are now included in the
Co-Investment Portfolio segment. The Investment Management and Property Services businesses were
historically included in the Services segment. The Investment Management business is now presented
in the Co-Investment Portfolio segment. This combines the equity the Company invests as well as the
fees it earns from its partners on co-investments into one segment to provide a better understanding
and evaluation of the total performance of these investments by the Company’s chief decision makers.
As the Company has grown its Consolidated Portfolio and Co-Investment Portfolio, the Property
Services has had a less significant impact on the Company’s results and thus Property Services is now
presented in Corporate. With the sale of KWP in the fourth quarter of 2020, the Property Services is no
longer part of the Company’s results.
116
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Segments
The Company’s operations are defined by two business segments: its Consolidated investment portfolio
(the “Consolidated Portfolio”) and its Co-Investment Portfolio:
• Consolidated Portfolio consists of the investments that the Company has made in real estate and
real estate-related assets and consolidates on its balance sheet. The Company typically wholly-
owns the assets in its Consolidated Portfolio.
• Co-Investment Portfolio consists of (i) the co-investments that the Company has made in
real estate and real estate-related assets, including loans secured by real estate, through the
commingled funds and joint ventures that it manages; and (ii) the fees (including, without limitation,
asset management fees and construction management fees); and (iii) performance allocations that
it earns on its fee bearing capital. The Company typically owns a 5% to 50% ownership interest in
the assets in its Co-investment Portfolio.
In addition to the Company’s two primary business segments the Company’s Corporate segment
includes, among other things, corporate overhead and Property Services for all periods prior to its sale
in the fourth quarter 2020.
Consolidated Portfolio
Consolidated Portfolio is a permanent capital vehicle focused on maximizing property cash flow. These
assets are primarily wholly-owned and tend to have longer hold periods and the Company targets
investments with accretive asset management opportunities. The Company typically focuses on office
and multifamily assets in the Western United States and commercial assets in the United Kingdom and
Ireland within this segment.
Co-Investment Portfolio
Co-investment Portfolio segment consists of investments the Company makes with partners in
which it receives (i) the fees (including, without limitation, asset management fees and construction
management fees); (ii) performance allocations that it earns on its fee bearing capital; and (iii) and its
ownership interest in the underlying operations of its co-investments. The Company utilizes different
platforms in the Co-investment Portfolio segment depending on the asset and risk return profiles.
No single third-party client accounted for 10% or more of Kennedy Wilson’s revenue during any period
presented in these financial statements.
The following tables summarize the income and expense activity by segment for the years ended
December 31, 2021, 2020 and 2019 and total assets as of December 31, 2021 and 2020.
(Dollars in millions)
Revenue
Rental
Hotel
Investment management fees
Property services fees
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on early extinguishment of debt
Other loss
Provision for income taxes
Net income (loss)
Net income attributable to noncontrolling interests
Preferred dividends and accretion of preferred stock
issuance costs
Net income (loss) attributable to Kennedy-Wilson Holdings,
Inc. common shareholders
Consolidated Co-Investments
Corporate
Total
Year Ended December 31, 2021
$ 390.5
17.1
—
—
—
407.6
$ —
—
35.3
—
8.6
$ —
—
—
2.1
—
$ 390.5
17.1
35.3
2.1
8.6
43.9
2.1
453.6
—
—
—
412.7
132.7
12.7
60.4
—
—
18.5
166.3
390.6
(119.1)
(19.2)
(4.7)
(23.0)
263.7
(6.0)
—
271.1
117.9
389.0
—
—
—
40.4
—
42.0
8.5
—
90.9
—
—
—
—
342.0
—
—
—
—
—
—
—
33.1
28.7
—
6.3
—
68.1
(73.3)
(26.5)
(0.3)
(103.2)
(269.3)
—
271.1
117.9
389.0
412.7
132.7
12.7
133.9
28.7
42.0
33.3
166.3
549.6
(192.4)
(45.7)
(5.0)
(126.2)
336.4
(6.0)
—
(17.2)
(17.2)
$ 257.7
$ 342.0
$ (286.5)
$ 313.2
118
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
(Dollars in millions)
Revenue
Rental
Hotel
Investment management fees
Property services fees
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on extinguishment of debt
Other loss
Provision for from income taxes
Net income (loss)
Net loss attributable to noncontrolling interests
Preferred dividends and accretion of preferred stock
issuance costs
Net income (loss) attributable to Kennedy-Wilson Holdings,
Inc. common shareholders
Consolidated Co-Investments
Corporate
Total
Year Ended December 31, 2020
$ 403.9
13.9
—
—
—
417.8
—
—
—
338.0
135.7
13.8
59.7
—
—
20.6
179.6
409.4
(132.4)
(9.3)
(1.4)
(18.4)
184.9
2.3
—
$ —
—
22.5
—
3.1
25.6
$ —
—
—
10.6
—
$ 403.9
13.9
22.5
10.6
3.1
10.6
454.0
78.3
2.7
81.0
—
—
—
20.8
—
0.2
5.9
—
26.9
—
—
—
—
79.7
—
—
—
—
—
—
—
31.4
32.3
—
8.1
—
71.8
(69.5)
—
(0.9)
(25.2)
(156.8)
—
78.3
2.7
81.0
338.0
135.7
13.8
111.9
32.3
0.2
34.6
179.6
508.1
(201.9)
(9.3)
(2.3)
(43.6)
107.8
2.3
—
(17.2)
(17.2)
$ 187.2
$ 79.7
$ (174.0)
$ 92.9
(Dollars in millions)
Revenue
Rental
Hotel
Investment management fees
Property services fees
Loans and other
Total revenue
Income from unconsolidated investments
Principal co-investments
Performance allocations
Income from unconsolidated investments
Gain on sale of real estate, net
Expenses
Rental
Hotel
Compensation and related
Share-based compensation
Performance allocation compensation
General and administrative
Depreciation and amortization
Total expenses
Interest expense
Loss on extinguishment of debt
Other loss
Provision for income taxes
Net income (loss)
Net income attributable to noncontrolling interests
Preferred dividends and accretion of preferred stock
issuance costs
Net income (loss) attributable to Kennedy-Wilson Holdings,
Inc. common shareholders
(Dollars in millions)
Assets
Consolidated
Co-investment
Corporate
Total assets
(Dollars in millions)
Expenditures for long lived assets
Investments
Consolidated Co-Investments
Corporate
Total
Year Ended December 31, 2019
$ 447.4
80.5
—
—
527.9
—
—
—
434.4
152.9
60.1
71.0
—
—
26.3
187.6
497.9
(144.7)
(0.9)
(4.3)
(14.5)
300.0
(94.4)
—
$ —
—
24.9
—
0.3
25.2
143.4
36.3
179.7
—
—
—
15.0
—
0.1
5.6
—
20.7
—
—
—
—
$ —
—
—
15.7
—
$ 447.4
80.5
24.9
15.7
0.3
15.7
568.8
—
—
—
—
—
—
35.5
30.1
—
10.5
—
76.1
(69.5)
—
(6.3)
(26.9)
143.4
36.3
179.7
434.4
152.9
60.1
121.5
30.1
0.1
42.4
187.6
594.7
(214.2)
(0.9)
(10.6)
(41.4)
321.1
(94.4)
184.2
—
(163.1)
—
—
(2.6)
(2.6)
$ 205.6
$ 184.2
$ (165.7)
$ 224.1
December 31,
2021
2020
$ 5,473.9 $ 5,562.4
1,396.4
370.2
2,077.9
324.7
$ 7,876.5 $ 7,329.0
December 31,
2021
2020
2019
$ (1,271.0) $ (264.2) $ (402.0)
120
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Geographic Information
The revenue shown in the table below is allocated based upon the region in which services are
performed.
(Dollars in millions)
United States
Europe
Total revenue
Year Ended December 31,
2021
2020
2019
$ 278.1 $ 277.3 $ 274.8
175.5
176.7
294.0
$ 453.6 $ 454.0 $ 568.8
NOTE 17—GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS
The following consolidating financial information and condensed consolidating financial information
includes:
(1) Condensed consolidating balance sheets as of December 31, 2021 and 2020, respectively;
consolidating statements of income for the years ended December 31, 2021, 2020 and 2019,
respectively; of (a) Kennedy-Wilson Holdings, Inc. on an unconsolidated basis as the parent (and
guarantor), (b) Kennedy-Wilson, Inc., as the subsidiary issuer, (c) the guarantor subsidiaries, (d) the non-
guarantor subsidiaries and (e) Kennedy-Wilson Holdings, Inc. on a consolidated basis; and
(2) Elimination entries necessary to consolidate Kennedy-Wilson Holdings, Inc., as the parent guarantor,
with Kennedy-Wilson, Inc. and its guarantor and non-guarantor subsidiaries
Kennedy Wilson owns 100% of all of the guarantor subsidiaries, and, as a result, in accordance with
Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required
for these subsidiaries as of December 31, 2021 or 2020 and for the years ended December 31, 2021,
2020 or 2019.
$
(Dollars in millions)
Assets
Cash and cash equivalents
Accounts receivable
Real estate and acquired in
place lease values, net of
accumulated depreciation and
amortization, net
Unconsolidated investments
Investments in and advances to
consolidated subsidiaries
Other assets
Loan purchases and originations
Parent
Kennedy-
Wilson, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Elimination
Consolidated
Total
Condensed Consolidating Balance Sheet
as of December 31, 2021
—
—
—
—
1,821.9
—
—
$ 116.4
—
$ 69.1
16.0
$ 339.3
20.1
$ —
—
$ 524.8
36.1
—
14.8
3,859.2
65.9
6.1
1,729.1
618.0
2,488.1
51.6
61.5
3,330.7
1,314.8
—
—
—
60.4
62.7
(8,169.2)
—
—
5,059.8
1,947.6
—
177.9
130.3
Total assets
$ 1,821.9
$ 4,062.4
$ 5,033.4
$ 5,128.0
$ (8,169.2)
$ 7,876.5
1.0
4.0
13.6
Liabilities
Accounts payable
Accrued expenses and other
liabilities
Mortgage debt
KW unsecured debt
KWE unsecured bonds
Total liabilities
—
44.3
—
—
—
44.3
Equity
Kennedy-Wilson Holdings, Inc.
shareholders’ equity
Noncontrolling interests
Total equity
1,777.6
—
1,777.6
387.2
—
1,852.3
—
2,240.5
1,821.9
—
1,821.9
78.0
1,092.2
—
—
1,174.2
3,859.2
—
3,859.2
109.6
1,867.6
—
622.8
2,613.6
—
—
—
—
—
2,488.1
26.3
2,514.4
(8,169.2)
—
(8,169.2)
18.6
619.1
2,959.8
1,852.3
622.8
6,072.6
1,777.6
26.3
1,803.9
Total liabilities and equity
$ 1,821.9
$ 4,062.4
$ 5,033.4
$ 5,128.0
$ (8,169.2)
$ 7,876.5
122
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
Parent
Kennedy-
Wilson, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Elimination
Consolidated
Total
Condensed Consolidating Balance Sheet
as of December 31, 2020
$
— $ 105.5
0.2
—
$ 174.5
15.5
$ 685.1
32.2
$ — $ 965.1
47.9
—
(Dollars in millions)
Assets
Cash and cash equivalents
Accounts receivable
Real estate and acquired in
place lease values, net of
accumulated depreciation and
amortization, net
Unconsolidated investments
Investments in and advances to
consolidated subsidiaries
Other assets
Loan purchases and originations
—
—
1,686.5
—
—
—
15.1
3,173.4
0.9
9.4
2,009.7
459.4
1,768.4
69.3
—
2,710.8
814.8
—
128.9
97.7
—
—
(6,628.3)
—
—
4,720.5
1,289.3
—
199.1
107.1
Total assets
$ 1,686.5
$ 3,304.5
$ 4,496.8
$ 4,469.5
$ (6,628.3) $ 7,329.0
$ — $ 0.2
$ 1.9
$ 28.0
$ — $ 30.1
Liabilities
Accounts payable
Accrued expenses and other
liabilities
Mortgage debt
KW unsecured debt
KWE unsecured bonds
Total liabilities
42.0
—
—
—
42.0
Equity
Kennedy-Wilson Holdings, Inc.
shareholders’ equity
Noncontrolling interests
Total equity
1,644.5
—
1,644.5
285.6
—
1,332.2
—
1,618.0
1,686.5
—
1,686.5
49.6
1,271.9
—
—
1,323.4
3,173.4
—
3,173.4
154.5
1,317.9
—
1,172.5
2,672.9
—
—
—
—
1,768.4
28.2
1,796.6
(6,628.3)
—
(6,628.3)
531.7
2,589.8
1,332.2
1,172.5
5,656.3
1,644.5
28.2
1,672.7
(Dollars in millions)
Total revenue
Total income from unconsolidated investments
Gain on sale of real estate, net
Total expenses
Income from consolidated subsidiaries
Interest expense
Loss on early extinguishment of debt
Other income (loss)
Income before provision from income taxes
Provision for income taxes
Net income
Net income attributable to the noncontrolling interests
Preferred dividends
Net income attributable to Kennedy-Wilson
Holdings, Inc. common shareholders
Kennedy-
Wilson, Inc.
Guarantor
Subsidiaries
Parent
Consolidating Statement Of Income
For The Year Ended December 31, 2021
Non-
guarantor
Subsidiaries Elimination
Consolidated
Total
$ — $ 0.3 $ 208.8 $ 244.5 $ — $ 453.6
389.0
412.7
99.0
129.6
286.8
284.8
3.2
(1.7)
—
—
—
—
31.8
368.2
—
—
—
336.4
—
336.4
—
(17.2)
108.1
676.8
(73.3)
(26.5)
0.7
471.4
(103.2)
368.2
—
—
214.8
508.7
(43.3)
(0.6)
(1.2)
686.2
(9.4)
676.8
—
—
194.9
—
(75.8)
(18.6)
(4.5)
522.3
(13.6)
508.7
(6.0)
—
—
(1,553.7)
—
(1,553.7)
—
(1,553.7)
—
—
549.6
—
(192.4)
(45.7)
(5.0)
462.6
(126.2)
336.4
(6.0)
(17.2)
$319.2 $ 368.2 $ 676.8 $ 502.7 $ (1,553.7) $ 313.2
Total liabilities and equity
$ 1,686.5
$ 3,304.5
$ 4,496.8
$ 4,469.5
$ (6,628.3) $ 7,329.0
124
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
(Dollars in millions)
Total revenues
Income from unconsolidated investments
Gain on sale of real estate, net
Total expenses
Income from consolidated subsidiaries
Interest expense
Loss on early extinguishment of debt
Other income (loss)
Income before provision for income taxes
Provision for income taxes
Net income
Net loss attributable to the noncontrolling interests
Preferred dividends and accretion of preferred stock
issuance costs
Net income attributable to Kennedy-Wilson
Holdings, Inc. common shareholders
Kennedy-
Wilson, Inc.
Guarantor
Subsidiaries
Parent
Consolidating Statement Of Income
For The Year Ended December 31, 2020
Non-
guarantor
Subsidiaries Elimination
Consolidated
Total
$ — $ — $ 218.6 $ 235.4 $ — $ 454.0
81.0
338.0
81.0
272.1
(0.6)
65.9
0.6
—
—
—
—
—
33.5
141.3
—
—
—
107.8
—
107.8
—
86.7
320.1
(69.5)
—
2.0
166.5
(25.2)
141.3
—
201.0
294.0
(48.6)
(3.7)
(3.8)
320.8
(0.7)
320.1
—
186.9
—
(83.8)
(5.6)
(0.5)
311.7
(17.7)
294.0
2.3
—
(755.4)
—
—
—
(755.4)
—
(755.4)
—
508.1
—
(201.9)
(9.3)
(2.3)
151.4
(43.6)
107.8
2.3
(17.2)
—
—
—
—
(17.2)
$ 90.6 $ 141.3 $ 320.1 $ 296.3 $ (755.4) $ 92.9
(Dollars in millions)
Revenue
Total revenue
Income from unconsolidated investments
Gain on sale of real estate, net
Total expenses
Income from consolidated subsidiaries
Interest expense
Loss on early extinguishment of debt
Other income (loss)
Income before (provision for) benefit from
income taxes
(Provision for) benefit from income taxes
Net income
Net income attributable to the noncontrolling interests
Preferred dividends and accretion of preferred stock
issuance costs
Net income attributable to Kennedy-Wilson
Holdings, Inc. common shareholders
Kennedy-
Wilson, Inc.
Guarantor
Subsidiaries(1)
Parent
Consolidating Statement Of Income
For The Year Ended December 31, 2019
Non-
guarantor
Subsidiaries Elimination
Consolidated
Total
$ — $ 0.8 $ 210.1 $ 357.9 $ — $ 568.8
179.7
434.4
96.3
426.2
83.3
8.2
0.1
—
—
—
—
—
31.8
352.8
—
—
0.1
321.1
—
321.1
—
(2.6)
95.9
547.7
(69.5)
—
(3.4)
379.8
(26.9)
352.9
—
—
181.8
479.8
(49.1)
(0.1)
(3.8)
546.6
1.1
547.7
—
—
285.2
—
(95.6)
(0.8 )
(3.5)
—
(1,380.3)
—
—
—
495.3
(1,380.3)
(15.6)
—
479.7
(1,380.3)
(94.4)
—
—
—
594.7
—
(214.2)
(0.9)
(10.6)
362.5
(41.4)
321.1
(94.4)
(2.6)
$318.5 $ 352.9 $ 547.7 $ 385.3 $ (1,380.3) $ 224.1
126
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KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019 (continued)
NOTE 18—SUBSEQUENT EVENTS
Subsequent to December 31, 2021, the Company has drawn an additional $175.0 million on its
revolving line of credit. The Company has $250.0 million still available to draw on its revolving line of
credit.
On February 23, 2022, the Company announced that it entered into an agreement for a $300 million
preferred investment in Kennedy Wilson by affiliates of Fairfax Financial Holdings (collectively,
“Fairfax”). Under the terms of the agreement, Fairfax is purchasing $300 million in perpetual
preferred stock carrying a 4.75% annual dividend rate and is callable by Kennedy Wilson at any time.
Additionally, Fairfax acquired 7-year warrants for approximately 13.0 million common shares with an
initial strike price of $23.00 per share, based on Kennedy Wilson’s closing price on February 9, 2022
and representing a premium of 2% to the daily volume weighted average price per share of Kennedy
Wilson’s common stock over the past 20 trading days. The Company expects to use the proceeds to
pay off in full its line of credit balance and to fund its development pipeline.
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128
129
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
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131
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Kennedy-Wilson Holdings, Inc.
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2021 (continued)
Changes in real estate for the years ended December 31, 2021, 2020 and 2019 were as follows:
(Dollars in millions)
Balance at the beginning of period
Additions during the period:
Other acquisitions
Improvements
Foreign currency
Deductions during the period:
Cost of real estate sold
Balance at close of period
For the year ended December 31,
2021
2020
2019
$ 5,207.7
$ 5,430.5
$ 5,981.7
137.3
1,110.4
(91.8)
183.0
108.4
129.9
176.2
270.0
26.7
(796.3)
(644.1)
(1,024.1)
$ 5,567.3
$ 5,207.7
$ 5,430.5
Changes in accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 were as
follows:
(Dollars in millions)
Balance at the beginning of period
Additions during the period:
Depreciation expense
Deductions during the period:
Dispositions
Foreign currency
Balance at close of period
For the year ended December 31,
2021
2020
2019
$ 551.8
$ 466.8
$ 406.5
30.9
121.5
110.2
(11.1)
(7.6)
(54.5)
18.0
(49.0)
(0.9)
$ 564.0
$ 551.8
$ 466.8
See accompanying report of independent registered public accounting firm.
Performance Graph
The graph below compares the cumulative total return of our common stock from December 31, 2016
through December 31, 2021, with the comparable cumulative return of companies comprising the
S&P 500 Index and the MSCI World Real Estate Index. The graph plots the growth in value of an initial
investment of $100 in each of our common stock, the S&P 500 Index, and the MSCI World Real Estate
Index for the five-year period ended December 31, 2021, and assumes reinvestment of all dividends,
if any, paid on the securities. The stock price performance shown on the graph is not necessarily
indicative of future price performance.
$250.00
$200.00
$150.00
$100.00
$50.00
$-
KW
S&P 500
MSCI World
Real Estate
Index
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1
Kennedy Wilson uses the MSCI World Real Estate Index, which includes international real estate
companies as a comparable benchmark. The information under this caption, “Performance Graph,”
is deemed not to be incorporated by reference into any filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the extent that such filing
specifically states otherwise.
132
133
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Stock Price Information
Our common stock trades on the NYSE under the symbol “KW.”
Holders
As of February 18, 2022, we had approximately 86 holders of record of our common stock.
Dividends
We declared and paid quarterly dividends of $0.22 per share for the first three quarters of 2021 and
$0.24 per share for the fourth quarter of 2021. We declared and paid quarterly dividends of $0.22 per
share each quarters of 2020.
Recent Sales of Unregistered Securities
None
Equity Compensation Plan Information
See Item 12—“Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.”
Purchases of Equity Securities by the Company
Months
October 1-October 31, 2021
November 1-November 30, 2021
December 1-December 31, 2021
Total
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)
610,265
472,897
564,602
1,647,764
$22.20
23.15
22.78
$22.67
20,964,502
21,437,399
22,002,001
22,002,001
$199,830,469
188,882,633
176,019,980
$176,019,980
(1) On March 20, 2018, our board of directors authorized us to repurchase up to $250 million of our common shares, from time to time,
subject to market conditions. On November 4, 2020, our board of directors authorized us to repurchase an additional $250 million of
our common shares, from time to time, subject to market conditions.
During the year ended December 31, 2021, the Company repurchased and retired a total of 2.8 million
shares of its common stock at a weighted average price of $22.20.
In addition to the repurchases of the Company’s common stock made above, the Company also
withheld shares with respect to the vesting of restricted stock that the Company made to its
employees. Shares that vested during the year ended December 31, 2021 and 2020 were net-share
settled such that the Company withheld shares with value equivalent to the employees’ minimum
statutory obligation for the applicable income and other employment taxes and remitted the cash to the
appropriate taxing authorities. During the year ended December 31, 2021 and 2020, total payments
for the employees’ tax obligations to the taxing authorities were $20.5 million (967,536 shares
withheld) and $11.6 million (571,983 shares withheld), respectively.
Real Estate Assets Under Management (AUM)
AUM generally refers to the properties and other assets with respect to which we provide (or
participate in) oversight, investment management services and other advice, and which generally
consist of real estate properties or loans, and investments in joint ventures. Our AUM is principally
intended to reflect the extent of our presence in the real estate market, not the basis for determining
our management fees. Our AUM consists of the total estimated fair value of the real estate properties
and other real estate related assets either owned by third parties, wholly-owned by us or held by joint
ventures and other entities in which our sponsored funds or investment vehicles and client accounts
have invested. Committed (but unfunded) capital from investors in our sponsored funds is not included
in our AUM. The estimated value of development properties is included at estimated completion cost.
The table below details the changes in the Company’s AUM for the twelve months ended December 31,
2021:
(in millions)
AUM
December 31, 2020
Increases
Decreases
December 31, 2021
$ 17,569.3
$ 6,681.3
$ 2,681.4
$ 21,569.2
AUM increased 23% to approximately $21.6 billion as of December 31, 2021. The increase is primarily
due acquisitions and fair value increases on our Western U.S. multifamily properties and European
industrial assets. These were offset by dispositions of non core retail assets and foreign exchange
translation losses primarily on Euro denominated assets.
Foreign currency and currency derivative instruments
Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation for a discussion regarding foreign currency and currency derivative instruments.
134
135
KENNEDY WILSON ANNUAL REPORT 2021 Financial ReportFinancial Report KENNEDY WILSON ANNUAL REPORT 2021
Forward-Looking Statements
Statements made by us in this report and in other reports and statements released by us that are not
historical facts constitute “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are necessarily
estimates reflecting the judgment of our senior management based on our current estimates,
expectations, forecasts and projections and include comments that express our current opinions about
trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,”
“anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as
similar expressions, are intended to identify forward-looking statements.
Forward-looking statements are not guarantees of future performance, rely on a number of
assumptions concerning future events, many of which are outside of our control, and involve known
and unknown risks and uncertainties that could cause our actual results, performance or achievement,
or industry results, to differ materially from any future results, performance or achievements, expressed
or implied by such forward-looking statements. Although we believe that our plans, intentions,
expectations, strategies and prospects as reflected in or suggested by those forward-looking statements
are reasonable, we do not guarantee that the transactions and events described will happen as
described (or that they will happen at all). In addition, this report contains information and statistics
regarding, among other things, the industry, markets, submarkets and sectors in which we operate. We
obtained this information and these statistics from various third-party sources and our own internal
estimates. We believe that these sources and estimates are reliable but have not independently verified
them and cannot guarantee their accuracy or completeness.
Any such forward-looking statements, whether made in this report or elsewhere, should be considered
in the context of the various disclosures made by us about our businesses including, without limitation,
the risk factors discussed in Part I, Item IA of this Report. Except as required under the federal securities
laws and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), we do
not have any intention or obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, changes in assumptions, or otherwise. Please refer to “Non-
GAAP Measures and Certain Definitions” in Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations for definitions of certain terms used throughout this report.
CORPORATE INFORMATION
Board Of Directors
Executive Officers
William J. McMorrow
Chairman and Chief Executive Officer
Todd Boehly
Co-Founder, Chairman, Chief Executive
Officer and Controlling Member
Eldridge Industries, LLC
David A. Minella
Managing Member
Minella Capital Management LLC
Kent Y. Mouton
Executive Vice President and
General Counsel
William J. McMorrow
Chairman and Chief Executive Officer
Justin Enbody
Chief Financial Officer
Mary L. Ricks
President
Matt Windisch
Executive Vice President
Kent Y. Mouton
Executive Vice President and
General Counsel
In Ku Lee
Senior Vice President and
Deputy General Counsel
Mary L. Ricks
President
Sanaz Zaimi
Former Head of Global FICC Sales
Bank of America Merrill Lynch
Stanley Zax
Retired Chairman
Zenith National Insurance Corporation
Richard Boucher
Former Group CEO
Bank of Ireland
Trevor Bowen
Former Director
Principle Management Limited
Norman Creighton
Retired President and
Chief Executive Officer
Imperial Bank (Now Comerica)
Cathy Hendrickson
Retired President and
Chief Executive Officer
Bay Cities National Bank (Now Opus Bank)
Corporate Headquarters
151 South El Camino Drive
Beverly Hills, CA 90212
+1 (310) 887-6400
Annual Meeting
Beverly Wilshire
9500 Wilshire Blvd.
Beverly Hills, CA 90212
9 a.m., Thursday, June 9, 2022
Stock Listing
New York Stock Exchange
Symbol “KW”
Transfer Agent
Continental Stock Transfer
1 State Street - SC-1
New York, NY 10004
+1 (212) 509-4000
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Independent Auditors
KPMG LLP
Legal Counsel
Latham & Watkins LLP
Investor Information
A copy of our Annual Report on Form 10-K,
as filed with the SEC, will be furnished to
shareholders and interested investors free
of charge upon written request to us at
151 South El Camino Drive, Beverly Hills,
CA 90212, Attention: Investor Relations
For more information
For more information on Kennedy Wilson, please
visit our website at www.kennedywilson.com
136
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A
Certain of the matters discussed herein are discussed more fully in our filings with the Securities and Exchange Commission, including our Annual Report on
Form 10-K. We filed our Annual Report on Form 10-K for the year ended December 31, 2021, with the SEC on February 25, 2022, which, in the section titled
“Risk Factors,” contains a detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from any forward-looking
statements contained herein.
KENNEDY WILSON ANNUAL REPORT 2021 Financial Report
OUR LOCATIONS
U.S.
Europe
Bellevue
Portland
Dublin
Madrid
3055 112th Ave. NE, Suite 125
2270 NW Savier St.
94 St Stephen’s Green
C/ Fernando El Santo
A N N U A L R E P O R T
Bellevue, WA 98004
Portland, OR 97210
Beverly Hills
Salt Lake City
(Global Corporate Headquarters)
1496 Spring Lane
151. S. El Camino Drive
Holladay, UT 84117
Beverly Hills, CA 90212
San Francisco
Boise
505 Montgomery St., Suite 1102
Dublin 2
Ireland
London
50 Grosvenor Hill
London, W1K 3QT
United Kingdom
365 N. Whitewater Park Blvd.
2nd Floor
Luxembourg
Boise, ID 83702
San Francisco, CA 94111
21, rue Philippe II
Denver
8101 E. Prentice Ave., Suite 275
Greenwood Village, CO 80111
Luxembourg L-2340
17 3º Izq.
28010 Madrid, Spain
St. Helier
29 Broad Street
St. Helier, Jersey JE2 3RR
Channel Islands
Bellevue
Portland
Boise
Salt Lake City
Denver
San Francisco
Beverly Hills
Corporate
Headquarters
Dublin London
St. Helier
Luxembourg
Madrid
151 South El Camino Drive
Beverly Hills, CA 90212
Tel: +1 (310) 887-6400
www.kennedywilson.com