Kennedy Wilson Reports First Quarter 2023 Results

BEVERLY HILLS, Calif.--(BUSINESS WIRE)--Kennedy-Wilson Holdings, Inc. (NYSE: KW), a leading global real estate investment company with $23 billion in AUM that owns, operates, and invests in real estate both on its own and through its investment management platform, today reported results for Q1-2023:

“Our Q1 results demonstrated the continued growth in our recurring property NOI, driven from our high-quality multifamily portfolio, as well as further growth in our investment management platform, offset by a lower mark to market in our fair value portfolio,” said William McMorrow, Chairman and CEO of Kennedy Wilson. “We are also nearing completion on a significant portion of our $3 billion development and lease-up portfolio, which will meaningfully grow the recurring cash flow to KW.”

Financial Results

	Q1
(Amounts in millions, except per share data)	2023			2022
GAAP Results
GAAP Net (Loss) Income to Common Shareholders	($	40.8	)	$	34.8
Per Diluted Share		(0.30	)		0.24
Non-GAAP Results
Adjusted EBITDA	$	90.9		$	160.1
Adjusted Net Income		5.3			85.4

• Adjusted EBITDA of $91 million (vs. $160 million in Q1-22) Driven By Higher Levels of Recurring NOI Offset by Changes in Fair Value:
  • KW's share of property NOI, loan income and fees totaled $127 million in Q1-23, an increase of $5 million from Q1-22.
  • KW's share of gains from the sale of real estate, changes in fair values and performance allocations totaled $4 million in Q1-23, (vs. $75 million in Q1-22) and includes the following:
    • Realized gains from asset sales totaled $15 million in Q1-23 (vs. $4 million in Q1-22).
    • Unrealized losses in fair value and net accrued performance allocations totaled $11 million in Q1-23 (vs. unrealized gains of $71 million in Q1-22).
  • Other income/(loss) totaled a loss of $3 million in Q1-23 (vs income of $6 million in Q1-22), primarily related to the change in the value of the Company's interest rate hedging derivative contracts during the quarter.
  • Compensation and related expenses decreased by 19% or $6 million from Q1-22.
• Estimated Annual NOI Totals $496 million, an Increase of 8% from Q1-22 and 1% YTD:

	Est. Annual NOI To KW ($ in millions)			Fee-Bearing Capital ($ in billions)
As of Q1-22	$	461		$	5.3
As of Q4-22	$	491		$	5.9
Gross acquisitions and loan investments		1			0.1
Gross dispositions and loan repayments		(5	)		—
Operations		6			—
FX and other^(1)		3			—
Total as of Q1-23	$	496		$	6.0
^(1) See further discussion of foreign currency hedging strategy below

• Same Property Performance⁽¹⁾ Driven by Strong Multifamily and Office NOI Growth:

	Q1 - 2023 vs. Q1- 2022
	Occupancy		Revenue		NOI
Multifamily - Market Rate	(0.8	)%	6.3	%	5.0	%
Multifamily - Affordable	(1.0	)%	8.6	%	5.0	%
Office	1.8	%	3.8	%	6.1	%
Total			5.8	%	5.4	%
^(1) Excludes minority-held investments. Please see definition of Same Property for more information.

• Development and Lease-Up Portfolio Expected To Add $97 Million of Estimated Annual NOI:
  • The development and lease-up portfolio is expected to add $97 million of Estimated Annual NOI, 70% of which is expected to stabilize by YE-24.
  • The Company expects to fund its share of remaining development costs primarily with cash from non-core asset sales and proceeds from property-level financings.
  • The Company's development and lease-up portfolio totals approximately $3 billion, in which KW's average ownership is 58% and includes 4,994 multifamily units, 2.2 million commercial square feet, and the Kona Village Resort, which is expected to open on July 1, 2023.

Investment Activity

• $104 million in Gross New Investments ($6 million at share):
  • Co-Investment Portfolio: Completed $86 million in loan originations (KW ownership 2.5%) and acquired $18 million of European industrial assets (KW ownership 20%). The Company's weighted-average ownership in these investments was 5%, which added $98 million in Fee-Bearing Capital.
• $276 million in Gross Dispositions ($136 million at share):
  • Consolidated Portfolio Completes $118 million in Non-Core Sales: Sold a retail asset in Southern California, six UK retail assets, one office asset in Ireland, and one residential and other asset in Hawaii for $118 million. These wholly-owned asset sales resulted in $21 million of gains on sale and $82 million of cash to KW.
  • Co-Investment Portfolio: Sold $157 million in multifamily and other assets. KW's average ownership interest in these assets was 12%.

Investment Management

• Fee-Bearing Capital Grows to $6.0 billion, an Increase of 13% from Q1-22 and 2% YTD: Fee-Bearing Capital totaled $6.0 billion as of Q1-23, with approximately $3.4 billion in additional non-discretionary capital with certain strategic partners that is currently available for investment.
  • 5% Growth in Debt Platform to $2.8 billion: Completed $113 million in new loan originations and fundings, resulting in 5% growth from YE-22. The Company has a 6% ownership in this platform, which totals $2.8 billion of outstanding loans (including $336 million of future funding commitments) and $2.3 billion of Fee-Bearing Capital at quarter-end.
  • EU Logistics Platform Totals $1.2 billion:
    • Completed $18 million in new investments, bringing the EU logistics platform to $1.2 billion in assets, representing $414 million in Fee-Bearing Capital. Kennedy Wilson has a 20% ownership interest in this platform.
    • Including investments made through its commingled fund, Kennedy Wilson's European logistics portfolio totals $1.6 billion across 9.4 million square feet. Kennedy Wilson has a 19% ownership interest in this portfolio.

Balance Sheet and Liquidity

• Cash and Line of Credit: As of March 31, 2023, Kennedy Wilson had a total of $349 million⁽¹⁾ in consolidated cash and cash equivalents and $249 million drawn on its $500 million revolving credit facility. In Q1-23, the Company paid down its credit facility by $34 million.
• Debt Profile: Kennedy Wilson's share of debt had a weighted average effective interest rate of 4.3% per annum and a weighted-average maturity of 5.6 years as of March 31, 2023. Approximately 97% 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 usage of interest rate caps and swaps. The Company's interest rate hedges have a weighted-average maturity of 1.9 years.
• 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 March 31, 2023, the Company has hedged approximately 91% of the carrying value of its foreign currency investments, using local currency debt and hedging instruments with a weighted-average term of 2.7 years.
• S&P Index Inclusion: The Company was added to the S&P SmallCap 600 index effective March 20, 2023.
• Common Stock: During the first quarter, the Company issued 1.6 million shares of its common stock totaling $29.4 million in net proceeds through its equity distribution program, at an average price per share of $18.11.

Subsequent Events

Subsequent to quarter-end, the Company disposed of two wholly-owned UK retail assets totaling 106,000 square feet, one Mountain West apartment asset totaling 293 units (sold into our affordable multifamily platform), two residential lots, and one fund asset for a gross sales price of $110 million, in which KW had a 66% ownership interest in and generated $31 million of cash to KW.

The Company is also under-contract to sell a wholly-owned office asset in Italy and a retail asset in the Mountain West for a combined sales price of $12 million, which is expected to generate an additional $8 million of cash to KW.

Footnotes

(1)

Represents consolidated cash and includes $47 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 $433 million.

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, May 4. The direct dial-in number for the conference call is [phone] for U.S. callers and [phone] 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 [phone] for U.S. callers and [phone] for international callers. The passcode for the replay is 9624723.

The webcast will be available at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=dbC8e6et. 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 global real estate investment company. We own, operate, and invest in real estate through our balance sheet and through our investment management platform across the Western United States, United Kingdom, and Ireland. We primarily focus on multifamily and office properties as well as industrial and debt investments in our investment management business. For further information on Kennedy Wilson, please visit www.kennedywilson.com.

Kennedy-Wilson Holdings, Inc. Consolidated Balance Sheets (Unaudited) (Dollars in millions)
	March 31, 2023			December 31, 2022
Assets
Cash and cash equivalents	$	349.3		$	439.3
Accounts receivable		41.4			40.8
Real estate and acquired in place lease values (net of accumulated depreciation and amortization of $913.1 and $882.2)		5,128.5			5,188.1
Unconsolidated investments (including $2,125.5 and $2,093.7 at fair value)		2,267.4			2,238.1
Other assets		212.6			216.1
Loan purchases and originations		150.8			149.4
Total assets	$	8,150.0		$	8,271.8
Liabilities
Accounts payable	$	13.0		$	16.2
Accrued expenses and other liabilities (including $298.6 and $303.7 of deferred tax liabilities)		579.7			658.2
Mortgage debt		3,042.5			3,018.0
KW unsecured debt		2,029.9			2,062.6
KWE unsecured bonds		513.5			506.4
Total liabilities		6,178.6			6,261.4
Equity
Cumulative perpetual preferred stock		592.5			592.5
Common stock		—			—
Additional paid-in capital		1,702.5			1,679.5
Retained earnings		47.9			122.1
Accumulated other comprehensive loss		(418.0	)		(430.1	)
Total Kennedy-Wilson Holdings, Inc. shareholders’ equity		1,924.9			1,964.0
Noncontrolling interests		46.5			46.4
Total equity		1,971.4			2,010.4
Total liabilities and equity	$	8,150.0		$	8,271.8

Kennedy-Wilson Holdings, Inc. Consolidated Statements of Operations (Unaudited) (Dollars in millions, except share amounts and per share data)
	Three Months Ended March 31,
	2023			2022
Revenue
Rental	$	106.6		$	104.2
Hotel		10.6			6.5
Investment management fees		11.0			11.3
Property services fees		0.3			0.4
Loans and other		3.7			2.3
Total revenue		132.2			124.7
Income (loss) from unconsolidated investments
Principal co-investments		16.4			78.2
Performance allocations		(10.7	)		27.2
Total income from unconsolidated investments		5.7			105.4
Gain on sale of real estate, net		19.2			1.9
Expenses
Rental		36.6			35.7
Hotel		7.9			4.3
Compensation and related		23.5			29.0
Share-based compensation		7.1			7.1
Performance allocation compensation		1.6			11.8
General and administrative		8.4			7.9
Depreciation and amortization		39.4			43.3
Total expenses		124.5			139.1
Interest expense		(62.3	)		(50.5	)
Gain on early extinguishment of debt		0.1			—
Other (loss) income		(3.0	)		5.8
(Loss) income before provision for income taxes		(32.6	)		48.2
Benefit from (provision for) income taxes		3.9			(8.2	)
Net (loss) income		(28.7	)		40.0
Net (income) loss attributable to noncontrolling interests		(4.2	)		0.1
Preferred dividends		(7.9	)		(5.3	)
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	(40.8	)	$	34.8
Basic (loss) earnings per share
(Loss) earnings per share	$	(0.30	)	$	0.25
Weighted average shares outstanding		137,949,018			136,815,290
Diluted (loss) earnings per share
(Loss) earnings per share	$	(0.30	)	$	0.24
Weighted average shares outstanding		137,949,018			150,420,132
Dividends declared per common share	$	0.24		$	0.24

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
	March 31,
	2023			2022
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	(40.8	)	$	34.8
Non-GAAP adjustments:
Add back (Kennedy Wilson's Share)^(1):
Interest expense		81.5			61.2
Gain on early extinguishment of debt		(0.1	)		—
Depreciation and amortization		39.0			43.5
(Benefit from) provision for income taxes		(3.7	)		8.2
Preferred dividends		7.9			5.3
Share-based compensation		7.1			7.1
Adjusted EBITDA	$	90.9		$	160.1
^(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
	March 31,
	2023			2022
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	(40.8	)	$	34.8
Non-GAAP adjustments:
Add back (Kennedy Wilson's Share)^(1):
Depreciation and amortization		39.0			43.5
Share-based compensation		7.1			7.1
Adjusted Net Income	$	5.3		$	85.4
Weighted average shares outstanding for diluted		137,949,018			150,420,132
^(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, 2022, 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 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 unconsolidated investments, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation, and excludes 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 our management’s discretionary use, as it does not remove all non-cash items (such as acquisition-related gains) 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, Kennedy Wilson’s share of fees in unconsolidated service businesses and performance fees included in unconsolidated investments. Our management uses Adjusted fees to analyze our investment management and real estate services 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 and real estate services 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 and preferred dividends. 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.
• “Annual Return on Loans” is a metric that applies to our real estate debt business that represents the sum of annual interest income, transaction fees and the payback of principal for discounted loan purchases, amortized over the life of the loans and divided by the principal balances of the loans.
• "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. Cap rates set forth in this presentation only includes data from income-producing properties. We calculate cap rates based on information that is supplied to us 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 our financial statements prepared in accordance with GAAP. In addition, cap rates represent historical performance and are not a guarantee of future NOI. Properties for which a cap rate is provided may not continue to perform at that cap rate.
• "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 2023, the NOI represents estimated Year 1 NOI from our original underwriting. Estimated year 1 NOI for properties purchased in 2023 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.
• "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.
• "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.
• "Performance allocations” relates 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.
• "Performance allocation compensation” - the compensation committee of the Company’s board of directors approved and reserved between twenty percent (20%) and 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.
• "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 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 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 such as, but not limited to, recent adverse developments affecting regional banks and other financial institutions, high inflation and central banks raising interest rates to curtail high inflation continue to fuel recessionary fears). 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, and the actual market price of real estate can only be determined by negotiation between independent parties in a sales transaction.
• "Return on Equity" is a ratio calculated by dividing the net cash distributions of an investment to Kennedy Wilson, after the cost of leverage, if applicable, by the total cash contributions by Kennedy Wilson over the lifetime of the investment.
• “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 as well as assets that are minority held. For office assets, the analysis also excludes assets that are owned and occupied by Kennedy Wilson.

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