KW Kennedy Wilson Holdings Inc

Company announces €175 million partial redemption of KWE bonds due November 2025

Kennedy-Wilson Holdings, Inc. (NYSE: KW), a leading global real estate investment company with $28 billion in AUM across its real estate equity and debt investment portfolio, today reported results for Q3-2024:

Financial Results

(Amounts in millions, except per share data)

Q3

 

YTD

GAAP Results

2024

 

2023

 

2024

 

2023

GAAP Net (Loss) Income to Common Shareholders1

($77.4

)

 

($92.2

)

 

($109.6

)

 

($94.0

)

Per Diluted Share

(0.56

)

 

(0.66

)

 

(0.79

)

 

(0.67

)

(Amounts in millions)

Q3

 

YTD

Non-GAAP Results

2024

 

2023

 

2024

 

2023

Adjusted EBITDA

$66.4

 

 

$33.2

 

 

$348.9

 

 

$

$319.2

 

Adjusted Net (Loss) Income

 

(34.7

)

 

 

(46.7

)

 

 

19.0

 

 

 

44.6

 

 

 

 

 

 

 

 

 

Adjusted EBITDA - Key Components (at KW share)

 

 

 

 

 

 

Baseline EBITDA: Property NOI, loan income, and inv. mgt fees (net of compensation and general and administrative expenses)

$

101.7

 

 

$

102.0

 

 

$

309.3

 

 

$

297.0

 

Realized gain on the sale of real estate

 

4.9

 

 

 

13.6

 

 

 

115.1

 

 

 

122.3

 

Change in the fair value of the Co-investment portfolio and Carried interests

 

(21.3

)

 

 

(73.7

)

 

 

(52.0

)

 

 

(107.4

)

Other income/(loss)

 

(18.9

)

 

 

(8.7

)

 

 

(23.5

)

 

 

7.3

 

Adjusted EBITDA

$

66.4

 

 

$

33.2

 

 

$

348.9

 

 

$

319.2

 

1Includes non-cash charges totaling $64.0 million, $119.2 million, $180.6 million and $246.0 million for Q3-24, Q3-23, YTD-24, and YTD-23, respectively, which primarily includes depreciation and amortization and fair-value changes.

“Our Q3 activity continued the substantial progress we have been making throughout 2024 on our key initiatives, including the stabilization of our developments, the completion of non-core asset sales which generated $375 million of cash to KW, and the expansion of our investment management business centered around the theme of rental housing,” said William McMorrow, Chairman and CEO of Kennedy Wilson. “Our debt investment platform has achieved over $2 billion in originations within multifamily and student housing development this year, with an incremental $1 billion currently in the pipeline. Additionally, in October, we were very pleased to announce a new platform with CPPIB, initially targeting the acquisition of £1 billion in single-family rental housing assets in the UK. This sets the stage for continued growth in our investment management business, which has seen fees grow by 51% year-to-date.”

Portfolio Update

• Estimated Annual NOI Grows to $492 million and Fee-Bearing Capital Grows to $8.8 billion:
  • Estimated Annual NOI: Estimated Annual NOI grew to $492 million (from $485 million in Q2-24) primarily driven by asset stabilizations and partially offset by non-core asset dispositions.
  • Investment Management Fees: Grew by 39% in Q3-24 (vs Q3-23) to $22 million primarily as a result of increasing levels of recurring base management fees and originations from KW's debt investment platform.

 

Est. Annual NOI To KW

($ in millions)

 

Fee-Bearing Capital

($ in billions)

As of Q2-24

$485

 

 

$8.7

Transaction activity, net1

(11

)

 

—

 

Assets stabilized/(unstabilized)

12

 

 

—

 

Operations

(2

)

 

—

 

FX and other

8

 

 

0.1

 

Total as of Q3-24

$492

 

 

$8.8

 

1 Includes real estate acquisitions, dispositions, loan fundings and loan repayments completed during Q3-24. The Company also completed $422 million in loan originations during Q3-24, which will primarily be funded in future quarters.

• Multifamily Stabilizations Add $12 million to Estimated Annual NOI in Q3-24; $29 Million in YTD-24:
  • The Company stabilized two California multifamily properties totaling 512 units during Q3-24: Anacapa Canyon in Southern California and 38 North in Northern California. These assets added $12 million in Estimated Annual NOI.
  • In 2024, the Company has added $29 million in Estimated Annual NOI from stabilizing approximately 2,000 multifamily units.
  • With these stabilizations, the Multifamily portfolio has grown to represent 62% of Est. Annual NOI.
• Development and Lease-up Portfolio Expected To Add ~$60 million in Estimated Annual NOI:
  • Near Term Stabilization: Expected to add $36 million in Estimated Annual NOI by YE-25 from the stabilization of the lease-up portfolio.
  • U.S. Multifamily Completes Construction of 462 Units:
    • In addition to stabilizing Anacapa Canyon (310 units) and 38 North (202 units), the Company completed construction of Vintage at Spanish Springs (257 units) and Vintage at Washington Station (205 units) in the Mountain West, which are both currently in lease-up.
    • In total, the Company has 2,158 units in the Western U.S. undergoing lease-up or development, which are expected to add $15 million in Estimated Annual NOI upon stabilization.
  • Development Portfolio Nears Completion: In 2024, the Company has spent $31 million of cash on development vs. $122 million spent in 2023 (through Q3-23). The Company has $3 million of remaining development costs.
• Multifamily Same Property Performance(1): Improving Occupancy Leads to NOI Growth

 

Q3 - 2024 vs. Q3 - 2023

YTD - 2024 vs. YTD - 2023

 

Occupancy

 

Revenue

 

Expenses

 

NOI (Net

Effective)

Occupancy

 

Revenue

 

Expenses

 

NOI (Net

Effective)

Multifamily - Market Rate

1.5%

 

2.5%

 

3.0%

 

2.3%

1.5%

 

2.9%

 

3.9%

 

2.4%

Multifamily - Affordable

(1.2)%

 

7.3%

 

8.9%

 

6.5%

(1.7)%

 

5.3%

 

9.6%

 

3.2%

Total

0.8%

 

3.3%

 

4.0%

 

3.0%

0.4%

 

3.3%

 

4.9%

 

2.6%

(1) Excludes minority-held investments and assets undergoing development or lease-up.

Investment Management Business

• 39% Growth in Investment Management Fees:
  • Q3-24 Investment Management fees grew by 39% to $22 million (vs Q3-23) driven by higher levels of Fee-Bearing Capital and $422 million of new originations from the Company's Debt Investment Platform.
  • YTD-24 Investment Management fees grew by 51% to $69 million (vs. YTD-23).
• Fee-Bearing Capital Grew to a Record $8.8 billion in Q3-24, +5% YTD:
  • In addition to the $8.8 billion in Fee-Bearing Capital, the Company has future incremental Fee-Bearing Capital consisting of the following:
    • $3.1 billion in future fundings on previously originated loans within the Debt Investment Platform.
    • $3.0 billion in incremental non-discretionary capital available from certain strategic partners for equity and debt investment.
• Debt Investment Platform Grows to $8.2 billion in Q3-24:
  • Q3-24 Investment Activity Increases Platform By 3%: In Q3-24, originated $422 million in new construction loans, completed $205 million in additional fundings on existing loans, and realized $220 million in repayments
  • Debt Investment Platform: Includes $5.1 billion in outstanding loans ($4.9 billion of Fee-Bearing Capital) and $3.1 billion of future funding commitments. KW has an average ownership of 5%.
  • Debt Platform Growth Since Q2-23: Completed $2.3 billion in new originations since June 30, 2023, with over $1 billion in new originations in process and expected to close in Q4-24.

Real Estate Investment Activity

• Q3-24: $234 million in Gross Dispositions ($148 million at share):
  • Consolidated Portfolio: Sold last remaining wholly-owned asset in Spain (retail) and a multifamily property in the Pacific Northwest, for a total of $130 million. These asset sales generated $63 million of cash and a gain on sale of $6 million to KW.
  • Co-Investment Portfolio: Sold $104 million of real estate investments comprised of three investments from its commingled funds and sales from its non-core residential holdings, in which KW's weighted-average ownership was 22%.
• YTD-24: $650 million in Gross Dispositions ($526 million at share) Generated $375 million of Cash to KW

Balance Sheet and Liquidity

• Line of Credit Renewal and Expansion: The Company's credit facility was expanded to $550 million in partnership with a ten-member banking syndicate. The new credit facility has a fully extended maturity of September 2028.
• Cash and Line of Credit Availability: As of September 30, 2024, Kennedy Wilson had a total of $367 million(1) in cash and cash equivalents and $177 million drawn on its $550 million revolving credit facility.
• Debt Profile: Kennedy Wilson's share of debt had a weighted average effective interest rate of 4.6% per annum and a weighted average maturity of 4.8 years as of September 30, 2024. Approximately 96% of the Company's debt is either fixed or hedged with interest rate hedges.
• Interest Rate Hedging Strategy: The Company hedges its floating rate exposure through the use of interest rate caps and swaps. The Company's interest rate hedges have a weighted average maturity of 1.2 years. The Company received $10 million of cash from its interest rate derivatives in Q3-24, which is not reflected as an offset to interest expense. Since 2022, the Company has received $73 million from its interest rate hedges.
• Foreign Currency Hedging Strategy: Kennedy Wilson hedges its exposure to foreign currency fluctuations by borrowing in the currency in which it invests and using foreign currency hedging instruments. As of September 30, 2024, the Company has hedged approximately 94% of the carrying value of its foreign currency investments, using local currency debt and hedging instruments with a weighted average term of 2.0 years.

Subsequent Events

In October, the Company announced the launch of a new UK single-family rental housing joint-venture with Canadian Pension Plan Investment Board ("CPPIB") targeting £1 billion in real estate. The venture will target energy efficient, new-build housing stock in strong and growing local economies that offer residents excellent connectivity, attractive local amenities, and proximity to strong employment prospects and educational institutions. CPPIB will hold 90% of the venture and Kennedy Wilson will hold a 10% ownership interest moving forward.

The Company announced a €175 million early redemption of its €475 million outstanding euro-denominated 3.25% notes due November 2025 issued by Kennedy Wilson Europe Real Estate Limited, a wholly-owned subsidiary of Kennedy Wilson. The redemption will be completed on December 18, 2024 and funded using cash proceeds from its previously announced asset sale program and existing liquidity. The Company expects the redemption price to be equal to approximately 100.2% of the principal amount redeemed plus accrued interest.(2)

Footnotes

(1)

Represents consolidated cash and includes $105 million of restricted cash, which is included in cash and cash equivalents and 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 in the Company's quarterly report). 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. The Company's share of cash, including unconsolidated joint-ventures, totals $505 million.

(2)

The final redemption price will be calculated on December 16, 2024 in accordance with the terms and conditions of the notes.

Conference Call and Webcast Details

Kennedy Wilson will hold a live conference call and webcast to discuss results at 9:00 a.m. PT/12:00 p.m. ET on Thursday, November 7. The direct dial-in number for the conference call is (844) 340-4761 for U.S. callers and (412) 717-9616 for international callers. A replay of the call will be available for one week beginning one hour after the live call and can be accessed by (877) 344-7529 for U.S. callers and (412) 317-0088 for international callers. The passcode for the replay is 3844190.

The webcast will be available at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=P2TRNm93. A replay of the webcast will be available one hour after the original webcast on the Company’s investor relations web site for three months.

About Kennedy Wilson

Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $28 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, our relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $50 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within our high-quality, core real estate portfolio and through our investment management platform, where we target opportunistic equity and debt investments alongside our partners. For further information, please visit www.kennedywilson.com.

Kennedy-Wilson Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(Dollars in millions)

 

 

 

September 30,

2024

 

December 31,

2023

Assets

 

 

 

 

Cash and cash equivalents

 

$

367.1

 

 

$

313.7

 

Accounts receivable, net

 

 

43.0

 

 

 

57.3

 

Real estate and acquired in place lease values (net of accumulated depreciation and amortization of $969.3 and $957.8)

 

 

4,570.7

 

 

 

4,837.3

 

Unconsolidated investments (including $1,905.5 and $1,927.0 at fair value)

 

 

2,052.9

 

 

 

2,069.1

 

Loan purchases and originations, net

 

 

248.1

 

 

 

247.2

 

Other assets, net

 

 

162.4

 

 

 

187.5

 

Total assets

 

$

7,444.2

 

 

$

7,712.1

 

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

 

$

9.8

 

 

$

17.9

 

Accrued expenses and other liabilities (including $220.6 and $234.4 of deferred tax liabilities)

 

 

548.4

 

 

 

597.8

 

Mortgage debt

 

 

2,749.1

 

 

 

2,840.9

 

KW unsecured debt

 

 

1,955.2

 

 

 

1,934.3

 

KWE unsecured bonds

 

 

528.9

 

 

 

522.8

 

Total liabilities

 

 

5,791.4

 

 

 

5,913.7

 

Equity

 

 

 

 

Cumulative perpetual preferred stock

 

 

789.9

 

 

 

789.9

 

Common stock

 

 

—

 

 

 

—

 

Additional paid-in capital

 

 

1,706.4

 

 

 

1,718.6

 

Accumulated deficit

 

 

(510.3

)

 

 

(349.0

)

Accumulated other comprehensive loss

 

 

(372.3

)

 

 

(404.4

)

Total Kennedy-Wilson Holdings, Inc. shareholders’ equity

 

 

1,613.7

 

 

 

1,755.1

 

Noncontrolling interests

 

 

39.1

 

 

 

43.3

 

Total equity

 

 

1,652.8

 

 

 

1,798.4

 

Total liabilities and equity

 

$

7,444.2

 

 

$

7,712.1

 

Kennedy-Wilson Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except share amounts and per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

Revenue

 

 

 

 

 

 

 

 

Rental

 

$

97.8

 

 

$

102.4

 

 

$

293.0

 

 

$

315.6

 

Hotel

 

 

—

 

 

 

16.6

 

 

 

9.3

 

 

 

42.7

 

Investment management fees

 

 

21.6

 

 

 

15.5

 

 

 

69.0

 

 

 

45.6

 

Loan

 

 

7.6

 

 

 

8.6

 

 

 

23.7

 

 

 

17.0

 

Other

 

 

0.5

 

 

 

0.7

 

 

 

0.9

 

 

 

1.6

 

Total revenue

 

 

127.5

 

 

 

143.8

 

 

 

395.9

 

 

 

422.5

 

 

 

 

 

 

 

 

 

 

Loss from unconsolidated investments

 

 

 

 

 

 

 

 

Principal co-investments

 

 

(3.9

)

 

 

(56.1

)

 

 

—

 

 

 

(33.4

)

Carried interests

 

 

(16.4

)

 

 

(17.9

)

 

 

(45.1

)

 

 

(36.3

)

Total loss from unconsolidated investments

 

 

(20.3

)

 

 

(74.0

)

 

 

(45.1

)

 

 

(69.7

)

 

 

 

 

 

 

 

 

 

Gain on sale of real estate, net

 

 

6.2

 

 

 

30.4

 

 

 

112.8

 

 

 

138.6

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Rental

 

 

39.0

 

 

 

38.4

 

 

 

113.2

 

 

 

113.7

 

Hotel

 

 

—

 

 

 

9.8

 

 

 

7.6

 

 

 

27.4

 

Compensation and related (including $6.1, $7.3, $17.3, $21.7 of share-based compensation)

 

 

30.0

 

 

 

31.1

 

 

 

89.4

 

 

 

98.7

 

Carried interests compensation

 

 

(5.5

)

 

 

(6.0

)

 

 

(15.5

)

 

 

(5.5

)

General and administrative

 

 

10.2

 

 

 

8.4

 

 

 

28.0

 

 

 

25.5

 

Depreciation and amortization

 

 

36.9

 

 

 

38.8

 

 

 

112.2

 

 

 

118.3

 

Total expenses

 

 

110.6

 

 

 

120.5

 

 

 

334.9

 

 

 

378.1

 

Interest expense

 

 

(66.9

)

 

 

(64.2

)

 

 

(195.4

)

 

 

(192.5

)

Loss on early extinguishment of debt

 

 

(0.3

)

 

 

—

 

 

 

(0.5

)

 

 

(1.6

)

Other (loss) income

 

 

(13.1

)

 

 

0.7

 

 

 

(6.0

)

 

 

22.0

 

Loss before benefit from (provision for) income taxes

 

 

(77.5

)

 

 

(83.8

)

 

 

(73.2

)

 

 

(58.8

)

Benefit from (provision for) income taxes

 

 

10.7

 

 

 

19.7

 

 

 

(4.2

)

 

 

13.3

 

Net loss

 

 

(66.8

)

 

 

(64.1

)

 

 

(77.4

)

 

 

(45.5

)

Net loss (income) attributable to noncontrolling interests

 

 

0.2

 

 

 

(17.3

)

 

 

0.4

 

 

 

(21.4

)

Preferred dividends

 

 

(10.8

)

 

 

(10.8

)

 

 

(32.6

)

 

 

(27.1

)

Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders

 

$

(77.4

)

 

$

(92.2

)

 

$

(109.6

)

 

$

(94.0

)

Basic loss per share

 

 

 

 

 

 

 

 

Loss per share

 

$

(0.56

)

 

$

(0.66

)

 

$

(0.79

)

 

$

(0.67

)

Weighted average shares outstanding

 

 

137,413,758

 

 

 

139,391,316

 

 

 

137,896,626

 

 

 

138,914,964

 

Diluted loss per share

 

 

 

 

 

 

 

 

Loss per share

 

$

(0.56

)

 

$

(0.66

)

 

$

(0.79

)

 

$

(0.67

)

Weighted average shares outstanding

 

 

137,413,758

 

 

 

139,391,316

 

 

 

137,896,626

 

 

 

138,914,964

 

Dividends declared per common share

 

$

0.12

 

 

$

0.24

 

 

$

0.48

 

 

$

0.72

 

Kennedy-Wilson Holdings, Inc.

Adjusted EBITDA

(Unaudited)

(Dollars in millions)

 

The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted EBITDA, using Kennedy Wilson’s pro-rata share amounts for each adjustment item.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2024

 

2023

 

2024

 

2023

Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders

 

$

(77.4

)

 

$

(92.2

)

 

$

(109.6

)

 

$

(94.0

)

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

Add back (Kennedy Wilson's Share)(1):

 

 

 

 

 

 

 

 

Interest expense

 

 

100.5

 

 

 

89.4

 

 

 

292.2

 

 

 

259.6

 

Loss on early extinguishment of debt

 

 

0.3

 

 

 

—

 

 

 

0.5

 

 

 

1.6

 

Depreciation and amortization

 

 

36.6

 

 

 

38.2

 

 

 

111.3

 

 

 

116.9

 

(Benefit from) provision for income taxes

 

 

(10.5

)

 

 

(20.3

)

 

 

4.6

 

 

 

(13.7

)

Preferred dividends

 

 

10.8

 

 

 

10.8

 

 

 

32.6

 

 

 

27.1

 

Share-based compensation

 

 

6.1

 

 

 

7.3

 

 

 

17.3

 

 

 

21.7

 

Adjusted EBITDA

 

$

66.4

 

 

$

33.2

 

 

$

348.9

 

 

$

319.2

 

(1) See Appendix for reconciliation of Kennedy Wilson's Share amounts.

Adjusted Net Income

(Unaudited)

(Dollars in millions, except share data)

 

The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted Net Income, using Kennedy Wilson’s pro-rata share amounts for each adjustment item.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2024

 

2023

 

2024

 

2023

Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders

 

$

(77.4

)

 

$

(92.2

)

 

$

(109.6

)

 

$

(94.0

)

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

Add back (Kennedy Wilson's Share)(1):

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

36.6

 

 

 

38.2

 

 

 

111.3

 

 

 

116.9

 

Share-based compensation

 

 

6.1

 

 

 

7.3

 

 

 

17.3

 

 

 

21.7

 

Adjusted Net (Loss) Income

 

$

(34.7

)

 

$

(46.7

)

 

$

19.0

 

 

$

44.6

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding for diluted

 

 

137,413,758

 

 

 

139,391,316

 

 

 

137,896,626

 

 

 

138,914,964

 

(1) See Appendix for reconciliation of Kennedy Wilson's Share amounts.

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, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 operating results. Disclosures that use words such as "believe," "anticipate," "estimate," "intend," "may," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. These 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. These risks and uncertainties may include the factors and the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the "SEC"), including the Item 1A. "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023, as amended by our subsequent filings with the SEC. 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 our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of 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.

Common Definitions

• “KWH,” “KW,” “Kennedy Wilson,” the “Company,” “we,” “our,” or “us” refers to Kennedy-Wilson Holdings, Inc. and its wholly-owned subsidiaries.

• “Adjusted EBITDA” represents net (loss) income before interest expense, loss (gain) 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 unconsolidated investments, preferred dividends, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation expense for the Company, and EBITDA attributable to noncontrolling interests. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. 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 management’s discretionary use, as it does not remove all non-cash items 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 Fees" refers to Kennedy Wilson’s gross investment management and property services fees adjusted to include Kennedy Wilson's share of fees eliminated in consolidation, and performance fees included in unconsolidated investments. Our management uses Adjusted Fees to analyze our investment management and business because the measure removes required eliminations under GAAP for properties in which the Company provides services but also has an ownership interest. These eliminations understate the economic value of the investment management and property services fees and makes the Company comparable to other real estate companies that provide investment management but do not have an ownership interest in the properties they manage. Our management believes that adjusting GAAP fees to reflect these amounts eliminated in consolidation presents a more holistic measure of the scope of our investment management and real estate services business.
• "Adjusted Net Income" represents net income (loss) before depreciation and amortization, Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments, share-based compensation, and excluding net income attributable to noncontrolling interests, before depreciation and amortization. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com.
• "Baseline EBITDA" is a non-GAAP measure representing net (loss) income less total income from unconsolidated investments, gain (loss) on sale of real estate, net, other income (loss) and non-controlling interest, plus share-based compensation, carried interest compensation, depreciation and amortization, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, NOI from unconsolidated investments (at KW’s share) and fees eliminated in consolidation.
• "Cap rate" represents the net operating income of an investment for the year preceding its acquisition or disposition, as applicable, divided by the purchase or sale price, as applicable. Capitalization ("Cap") rates discussed in this report only include data from income-producing properties. The Company calculates cap rates based on information that is supplied to it during the acquisition diligence process. This information is not audited or reviewed by independent accountants and may be presented in a manner that is different from similar information included in the Company's financial statements prepared in accordance with GAAP. In addition, cap rates represent historical performance and are not a guarantee of future net operating income ("NOI"). Properties for which a cap rate is discussed may not continue to perform at that cap rate.
• "Carried interests" refers to amounts that are allocated to the Company under Funds and the Co-Investment investments based on the cumulative performance of such venture and are subject to preferred return thresholds of the partners of such venture. In the case of Funds, carried interests represent an allocation relating to the performance of investment management services, whereas in the case of a Co-Investment, carried interests represent returns for the performance of the underlying investments in the Co-Investment investments structures subject to collaborative decision-making.
• "Carried interests compensation" refers to any carried interests earned by certain commingled funds and separate account investments to be allocated to certain non-NEO employees of the Company, as approved by the compensation committee of the Company’s board of directors.
• "Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers.
• "Estimated Annual NOI" is a property-level non-GAAP measure representing the estimated annual net operating income from each property as of the date shown, inclusive of rent abatements (if applicable). The calculation excludes depreciation and amortization expense, and does not capture the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements, and leasing commissions necessary to maintain the operating performance of our properties. For assets wholly-owned and fully occupied by KW, the Company provides an estimated NOI for valuation purposes of $4.3 million, which includes an assumption for applicable market rents. Any of the enumerated items above could have a material effect on the performance of our properties. Also, where specifically noted, for properties purchased in 2024, the NOI represents estimated Year 1 NOI from our original underwriting. Estimated year 1 NOI for properties purchased in 2024 may not be indicative of the actual results for those properties. Estimated annual NOI is not an indicator of the actual annual net operating income that the Company will or expects to realize in any period. Please also see the definition of "Net operating income" below. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com.
• "Fee-Bearing Capital" represents total third-party committed or invested capital that we manage in our joint-ventures, commingled funds, and debt platform 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.
• "Gross Asset Value" refers to the gross carrying value of assets, before debt, depreciation and amortization, and net of noncontrolling interests.
• "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. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com.
• "Noncontrolling interests" represents the portion of equity ownership in a consolidated subsidiary not attributable to Kennedy Wilson.
• "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 from ordinary course operations of the underlying investment, gains on sale, fair value gains and losses.
• "Pro-Rata" represents Kennedy Wilson's share calculated by using our proportionate economic ownership of each asset in our portfolio. Please also refer to the pro-rata financial data in our supplemental financial information.
• "Property NOI" or "Property-level NOI" is a non-GAAP measure calculated by deducting the Company's Pro-Rata share of rental and hotel property expenses from the Company's Pro-Rata rental, hotel and loans and other revenues. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com.
• "Real Estate Assets under Management" ("AUM") generally refers to the properties and other assets with respect to which the Company provides (or participates in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures. AUM is principally intended to reflect the extent of the Company's presence in the real estate market, not the basis for determining management fees. AUM consists of the total estimated fair value of the real estate properties, total loan commitments made through out debt investment platform, inclusive of both currently outstanding loan amounts and contractual future fundings, and other real estate-related assets either owned by third parties, wholly-owned by the Company or held by joint ventures and other entities in which its sponsored funds or investment vehicles and client accounts have invested. The estimated value of development properties is included at estimated completion cost. 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 (particularly given the ongoing macroeconomic conditions such as, but not limited to recent adverse developments affecting regional banks and other financial institutions, and ongoing military conflicts around the world and uncertainty with respect to fluctuating interest rates continue to fuel recessionary fears and create volatility in Kennedy Wilson's business results and operations). Recently, there has also been a lack of liquidity in the capital markets as well as limited transactions which has had an impact on the inputs associated with fair values. 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. All valuations of real estate involve subjective judgments.
• "Same property" refers to stabilized consolidated and unconsolidated properties in which Kennedy Wilson has an ownership interest during the entire span of both periods being compared. This analysis excludes properties that during the comparable periods (i) were acquired, (ii) were sold, (iii) are either under development or undergoing lease up or major repositioning as part of the Company’s asset management strategy, (iv) were investments in which the Company holds a minority ownership position, and (v) certain non-recurring income and expenses. The analysis only includes Office, Multifamily and Hotel properties, where applicable. To derive an appropriate measure of operating performance across the comparable periods, the Company removes the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods. Amounts are calculated using Kennedy Wilson’s ownership share in the Company’s consolidated and unconsolidated properties. Management evaluates the performance of the operating properties the Company owns and manages using a “same property” analysis because the population of properties in this analysis is consistent from period to period, which allows management and investors to analyze (i) the Company’s ongoing business operations and (ii) the revenues and expenses directly associated with owning and operating the Company’s properties and the impact to operations from trends in occupancy rates, rental rates and operating costs. Same property metrics are widely recognized measures in the real estate industry, however, other publicly-traded real estate companies may not calculate and report same property results in the same manner as the Company. 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 “same property” results to the most comparable measure reported under GAAP.

Note about Non-GAAP and certain other financial information included in this presentation

In addition to the results reported in accordance with U.S. generally accepted accounting principles ("GAAP") included within this presentation, Kennedy Wilson has provided certain information, which includes non-GAAP financial measures (including Adjusted EBITDA, Adjusted Net Income, Net Operating Income, and Adjusted Fees, as defined above). Such information is reconciled to its closest GAAP measure in accordance with the rules of the SEC, and such reconciliations are included within this presentation. These measures may contain cash and non-cash acquisition-related gains and expenses and gains and losses from the sale of real-estate related investments. Consolidated non-GAAP measures discussed throughout this report contain income or losses attributable to non-controlling interests. Management believes that these non-GAAP financial measures are useful to both management and Kennedy Wilson's shareholders in their analysis of the business and operating performance of the Company. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measures. Additionally, non-GAAP financial measures as presented by Kennedy Wilson may not be comparable to similarly titled measures reported by other companies. Annualized figures used throughout this release and supplemental financial information, and our estimated annual net operating income metrics, are not an indicator of the actual net operating income that the Company will or expects to realize in any period.

KW-IR

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Investor Relations Daven Bhavsar, CFA (310) 887-3431 dbhavsar@kennedywilson.com

Corporate Headquarters 151 S. El Camino Drive Beverly Hills, CA 90212 www.kennedywilson.com