KW 10-K Annual Report Dec. 31, 2021 | Alphaminr
Kennedy-Wilson Holdings, Inc.
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KW 10-K Fiscal year ended Dec. 31, 2021

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KENNEDY-WILSON HOLDINGS, INC.
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Name: Kennedy-Wilson Holdings, Inc. <br /> CIK: 1408100 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1408100/000140810022000063/kw-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 OrganizationNote 2 Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 3 Real Estate and Acquired in Place Lease ValueNote 4 Unconsolidated InvestmentsNote 5 Fair Value Measurements and The Fair Value OptionNote 6 Other AssetsNote 7 Mortgage DebtNote 8 Kw Unsecured DebtNote 9 Kwe Unsecured BondsNote 10 Related Party TransactionsNote 11 Income TaxesNote 12 Commitments and ContingenciesNote 13 Stock Compensation and Other Related PlansNote 14 EquityNote 15 Earnings Per ShareNote 16 Segment InformationNote 17 Guarantor and Non-guarantor Financial StatementsNote 18 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation. Filed as Exhibit 3.1 to Registrants Current Report on Form 8-K (File No.: 001-33824) filed June 19, 2014. 3.2 Amended and Restated Bylaws. Filed as Exhibit 3.1 to Registrants Current Report on Form 8-K (001-33824) filed February 5, 2018. 3.3 Certificate of Designations Establishing the 5.75% Series A Cumulative Perpetual Convertible Preferred Stock. Filed as Exhibit 3.3 to Registrants Registration Statement on Form S-3 (File No. 333-235472) filed December 12, 2019 4.1 Specimen Common Stock Certificate. Filed as an Exhibit to the Registrant's Registration Statement on Amendment no. 1 to Form 8-A (File No.: 333-145110) filed on November 16, 2009 and incorporated by reference herein. 4.2 Base Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.1 to Registrants Quarterly Report on Form 10-Q (001-33824) filed May 12, 2014 4.3 Supplemental Indenture No. 1, dated as of March 25, 2014, among Kennedy-Wilson Holdings, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.2 to Registrants Current Report on Form 8-K (001-33824) filed March 26, 2014. 4.4 Supplemental Indenture No. 2029-1 dated as of February 11, 2021, among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K (001-33824) filed February 11, 2021 4.5 Supplemental Indenture No. 2031-1, dated as of February 11, 2021 among Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K (001-33824) filed February 11, 2021 4.6 Supplemental Indenture No. 2029-2, dated as of August 4, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.1 to Registrants Quarterly Report on Form 10-Q (001-33824) filed November 4, 2021. 4.7 Supplemental Indenture No. 2031-2, dated as of August 4, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantor named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.2 to Registrants Quarterly Report on Form 10-Q (001-33824) filed November 4, 2021. 4.8 Supplemental Indenture No. 2030-1, dated as of August 23, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.2 to Registrants Current Report on Form 8-K (001-33824) filed August 23, 2021. 4.9 Registration Rights Agreement, dated November 7, 2019, between the registrant and the purchasers named therein. Filed as Exhibit 4.2 to Registrants Registration Statement on Form S-3 (File No. 333-235472) filed December 12, 2019. 4.10 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed as Exhibit 4.16 to Registrant's Annual Report on Form 10-K (001-33824) filed February 28, 2020. 10.1 Employment Agreement dated August14, 1992 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.2 Amendment to Employment Agreement dated as of January1, 1993 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.3 Second Amendment to Employment Agreement dated as of between January1, 1994 Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.4 Third Amendment to Employment Agreement dated as of March31, 1995 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein. 10.5 Fourth Amendment to Employment Agreement dated as of January1, 1996 Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein. 10.6 Amendment to Employment Agreement dated as of February28, 1996 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.7 Fifth Amendment to Employment Agreement dated as of May19, 1997 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.8 Sixth Amendment to Employment Agreement dated as of August20, 1998 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.9 Seventh Amendment to Employment Agreement dated as of August9, 1999 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.10 Eighth Amendment to Employment Agreement dated as of January3, 2000 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.11 Ninth Amendment to Employment Agreement dated as of October1, 2000 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.12 Tenth Amendment to Employment Agreement dated as of April22, 2002 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.13 Eleventh Amendment to Employment Agreement dated as of October1, 2003 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.14 Twelfth Amendment to Employment Agreement dated as of April21, 2004 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.15 Thirteenth Amendment to Employment Agreement dated as of January1, 2008 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.16 Fourteenth Amendment to Employment Agreement dated as of February1, 2009 between Kennedy-Wilson and William J. McMorrow. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.17 Fifteenth Amendment to Employment Agreement by Kennedy-Wilson, Inc. and William J. McMorrow Filed as Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4/A (file No.: 333-162116) filed on October 23, 2009 10.18 Sixteenth Amendment to Employment Agreement dated August 6, 2014 by and between Kennedy-Wilson, Inc. and William J. McMorrow Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed August 8, 2014 10.19 Seventeenth Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and William J. McMorrow Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed October 31, 2018 10.20 Employment Agreement dated February1, 2009 between Kennedy-Wilson and Mary L. Ricks. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.21 First Amendment to Employment Agreement dated June1, 2009 between Kennedy-Wilson and Mary L. Ricks. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.22 Second Amendment to Employment Agreement by Kennedy-Wilson,Inc. and Mary L. Ricks. Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein. 10.23 Fourth Amendment to Employment Agreement dated August 6, 2014 by and between Kennedy-Wilson, Inc., and Mary L. Ricks Filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K (001-33824) filed August 8, 2014 10.24 Fifth Amendment to Employment Agreement dated August 13, 2018 by and between Kennedy-Wilson Holdings, Inc. and Mary L. Ricks Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed August 14, 2018 10.25 Sixth Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Mary L. Ricks Filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K (001-33824) filed October 31, 2018 10.26 Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan. Filed as Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed January 30, 2012. 10.27 First Amendment to Amended and Restated 2009 Equity Participation Plan. Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed June 19, 2014. 10.28 Second Amended and Restated 2009 Equity Participation Plan. Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed June 16, 2017. 10.29 Form of First Amendment to Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Restricted Stock Award Agreement Filed as Exhibit 10.114 to Registrants Annual Report on Form 10-K filed March 12, 2013. 10.30 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement Filed as Exhibit 10.115 to Registrants Annual Report on Form 10-K filed March 12, 2013. 10.31 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Consultant Restricted Stock Award Agreement Filed as Exhibit 10.116 to Registrants Annual Report on Form 10-K filed March 12, 2013. 10.32 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement. Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed July 18, 2014. 10.33 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement Filed as Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q (001-33824) filed August 8, 2014 10.34 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Employee Restricted Stock Award Agreement Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed October 16, 2015 10.35 Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Time-Based Employee Restricted Stock Award Agreement. Filed as Exhibit 10.3 to Registrants Current Report on Form 8-K (001-33824) filed November 21, 2017 10.36 Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement. Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed November 21, 2017 10.37 Form of Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Return on Equity Performance-Based Employee Restricted Stock Award Agreement. Filed as Exhibit 10.2 to Registrants Current Report on Form 8-K (001-33824) filed November 21, 2017 10.38 Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement Filed as Exhibit 10.30 to Registrant's Annual Report on Form 10-K (001-33824) filed February 27, 2018 10.39 Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Kent Mouton Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed December 30, 2014. 10.40 First Amendment to Employment Agreement, dated December 29, 2014 between Kennedy-Wilson, Inc. and Kent Mouton Filed as Exhibit 10.4 to Registrants Current Report on Form 8-K (001-33824) filed October 31, 2018. 10.41 Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Matt Windisch Filed as Exhibit 10.2 to Registrants Current Report on Form 8-K (001-33824) filed December 30, 2014. 10.42 First Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Matthew Windisch Filed as Exhibit 10.5 to Registrants Current Report on Form 8-K (001-33824) filed October 31, 2018 10.43 Employment Agreement dated December 29, 2014 between Kennedy-Wilson, Inc. and Justin Enbody. Filed as Exhibit 10.3 to Registrants Current Report on Form 8-K (001-33824) filed December 30, 2014 10.44 First Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Justin Enbody Filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K (001-33824) filed October 31, 2018. 10.45 Form of Award Letter Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (001-33824) filed August 28, 2015. 10.46 Form of Restricted Share Unit Agreement. Filed as Exhibit 10.2 to Registrants Current Report on Form 8-K (001-33824) filed August 28, 2015. 10.47 Form of Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement. Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019 10.48 Form of Return on Equity Performance-Based Employee Restricted Stock Award Agreement. Filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019 10.49 Form of Time-Based Employee Restricted Stock Award Agreement Filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K (001-33824) filed January 24, 2019 10.50 Joinder Agreement, dated as of April 18, 2017 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A. Filed as Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q (001-33824) filed May 10, 2017. 10.51 Amended and Restated Credit Agreement, dated October 20, 2017, among Kennedy-Wilson, Inc., as borrower, Kennedy- Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and Bank of America, Filed as Exhibit 10.1 to Registrants Quarterly Report on Form 8-K (001-33824) filed October 20, 2017. 10.52 Joinder Agreement, dated as of February 16, 2018 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A. Filed as Exhibit 10.43 to Registrant's Annual Report on Form 10-K (001-33824) filed February 27, 2018 10.53 Securities Purchase Agreement, dated October 17, 2019 between the Kennedy-Wilson Holdings, Inc. and the purchasers named therein. Filed as Exhibit 10.1 to Registrants Current Report on Form 8-K (File No 001-33824) filed October 18, 2019. 10.54 Joinder Agreement, dated as of November 13, 2019 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A. Filed as Exhibit 10.54 to Registrant's Annual Report on Form 10-K (001-33824) filed February 28, 2020. 10.55 Second Amended and Restate Credit Agreement, dated March 25, 2020, among Kennedy-Wilson, Inc., as borrower, Kennedy-Wilson Holdings, Inc. and certain subsidiaries of Kennedy-Wilson Holdings, Inc. from time to time party thereto as guarantors, the lenders from time to time party thereto, Bank of America, N.A., administrative agent and Bank of America, N.A. and JP Morgan Chase Bank, N.A., as letter of credit issuers. Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K (001-33824) filed March 26, 2020. 10.56 Joinder Agreement, dated as of January 19, 2021 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A. Filed as Exhibit 10.56 to Registrant's Annual Report on Form 10-K (001-33824) filed February 26, 2021. 10.57 Joinder Agreement, dated as of August 4, 2021, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A. Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q (001-33824) filed November 4, 2021. 21 List of Subsidiaries Filed herewith. 23.1 Consent of Independent Registered Public Accounting Firm Filed herewith. 31.1 Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer. Filed herewith. 31.2 Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer. Filed herewith. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. Filed herewith. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer. Filed herewith.