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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-0508760
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller Reporting Company
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o
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements (Unaudited)
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March 31,
2014 |
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December 31,
2013 |
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(Dollars in millions, except share and per share amounts)
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Assets
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||||
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Cash held by consolidated investments
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$
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1,298.7
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$
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8.0
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Cash and cash equivalents
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274.4
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170.2
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Accounts receivable (including $11.3 and $11.4 of related party)
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28.2
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16.6
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Loans (including $4.1 and $4.1 of related party)
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202.2
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56.8
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Real estate and acquired in place lease values, net of accumulated depreciation and amortization
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1,878.9
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688.1
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Unconsolidated investments
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619.7
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786.1
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Other assets
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105.1
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73.0
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Total assets
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$
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4,407.2
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$
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1,798.8
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Liabilities and equity
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Liabilities
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Accounts payable, accrued expenses and other liabilities
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154.7
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129.1
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Senior notes payable
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706.1
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409.0
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Investment debt
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882.2
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401.8
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Junior subordinated debentures
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40.0
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40.0
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Total liabilities
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1,783.0
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979.9
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Equity
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||||
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Cumulative preferred stock, $0.0001 par value: 1,000,000 shares authorized $1,000 per share liquidation preference
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—
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—
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Common stock, 91,683,127 and 82,592,607 shares issued outstanding as of March 31, 2014 and December 31, 2013
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—
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—
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Additional paid-in capital
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984.8
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801.3
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Accumulated deficit
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(39.9
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)
|
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(42.2
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)
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Accumulated other comprehensive income
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7.7
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9.2
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Total Kennedy-Wilson Holdings, Inc. shareholders' equity
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952.6
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768.3
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Noncontrolling interests
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1,671.6
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50.6
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Total equity
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2,624.2
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818.9
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Total liabilities and equity
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$
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4,407.2
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$
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1,798.8
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Three Months Ended March 31,
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||||||
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(Dollars in millions, except share and per share amounts)
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2014
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2013
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||||
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Revenue
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Investment management, property services and research fees (includes $7.3 and $8.3 of related party fees)
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$
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13.2
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$
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13.6
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Rental and hotel
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25.3
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6.4
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Sale of real estate
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11.3
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2.4
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Loans and other
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1.7
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0.4
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Total revenue
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51.5
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22.8
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Operating expenses
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Commission and marketing
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1.0
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0.5
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Rental and hotel operating
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14.1
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3.1
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Cost of real estate sold
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9.7
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1.9
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Compensation and related
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20.5
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13.6
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General and administrative
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8.2
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5.4
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Depreciation and amortization
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7.3
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3.1
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Total operating expenses
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60.8
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27.6
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Income from unconsolidated investments
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2.8
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2.2
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Operating loss
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(6.5
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)
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(2.6
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)
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Non-operating income (expense)
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Acquisition-related gains
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84.2
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9.5
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Acquisition-related expenses
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(4.0
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)
|
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—
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Interest expense-investment
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(5.3
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)
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(1.7
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)
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Interest expense-corporate
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(10.5
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)
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(9.7
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)
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Other income
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0.8
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0.2
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Income (loss) before (provision for) benefit from income taxes
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58.7
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(4.3
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)
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(Provision for) benefit from income taxes
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(8.8
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)
|
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1.7
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||
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Net income (loss)
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49.9
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(2.6
|
)
|
||
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Net (income) loss attributable to the noncontrolling interests
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(37.4
|
)
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1.0
|
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||
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Preferred dividends and accretion of preferred stock issuance costs
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(2.0
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)
|
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(2.0
|
)
|
||
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Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
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$
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10.5
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$
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(3.6
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)
|
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Basic earnings per share
|
|
|
|
|
||||
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Income (loss) per basic
|
|
$
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0.12
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$
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(0.06
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)
|
|
Weighted average shares outstanding for basic
|
|
88,142,576
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61,853,258
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Diluted earnings per share
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||||
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Income (loss) per diluted
|
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$
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0.12
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$
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(0.06
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)
|
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Weighted average shares outstanding for diluted
|
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89,422,885
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61,853,258
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Dividends declared per common share
|
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$
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0.09
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$
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0.07
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|
|
Three Months Ended March 31,
|
||||||
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(Dollars in millions)
|
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2014
|
|
2013
|
||||
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|
||||
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Net income (loss)
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$
|
49.9
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$
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(2.6
|
)
|
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Other comprehensive income (loss), net of tax:
|
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|
|
|
||||
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Unrealized foreign currency translation loss
|
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(1.2
|
)
|
|
(14.4
|
)
|
||
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Amounts reclassified out of AOCI during the period
|
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1.2
|
|
|
—
|
|
||
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Unrealized forward contract, foreign currency (loss) gain
|
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(1.5
|
)
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3.6
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|
||
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Total other comprehensive loss for the period
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(1.5
|
)
|
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(10.8
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)
|
||
|
|
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|
||||
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Comprehensive income (loss)
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48.4
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(13.4
|
)
|
||
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Comprehensive (income) loss attributable to noncontrolling interests
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(37.4
|
)
|
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1.0
|
|
||
|
Comprehensive income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
11.0
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|
$
|
(12.4
|
)
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Income
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||||||
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(Dollars in millions, except share amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
||||||||||||||||||||
|
Balance at December 31, 2013
|
132,550
|
|
|
$
|
—
|
|
|
82,592,607
|
|
|
$
|
—
|
|
|
$
|
801.3
|
|
|
$
|
(42.2
|
)
|
|
$
|
9.2
|
|
|
$
|
50.6
|
|
|
$
|
818.9
|
|
|
Issuance of shares, net
|
—
|
|
|
—
|
|
|
9,200,000
|
|
|
—
|
|
|
190.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190.8
|
|
|||||||
|
Shares forfeited
|
—
|
|
|
—
|
|
|
(2,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Repurchase and retirement of common stock
|
—
|
|
|
—
|
|
|
(107,005
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||||
|
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
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|
|
—
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1.7
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|
|||||||
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
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Unrealized foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Unrealized forward contract foreign currency loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||||
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||||
|
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
37.4
|
|
|
49.9
|
|
|||||||
|
Consolidation of noncontrolling interests (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167.9
|
|
|
167.9
|
|
|||||||
|
Issuance of Kennedy Wilson Europe (KWE) shares, net (Note 12)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
1,415.6
|
|
|
1,409.1
|
|
|||||||
|
Contributions from noncontrolling interests, excluding KWE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|||||||
|
Balance at March 31, 2014
|
132,550
|
|
|
$
|
—
|
|
|
91,683,127
|
|
|
$
|
—
|
|
|
$
|
984.8
|
|
|
$
|
(39.9
|
)
|
|
$
|
7.7
|
|
|
$
|
1,671.6
|
|
|
$
|
2,624.2
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Cash flows from operating activities:
|
|
|
|
|
||||
|
Net income (loss)
|
|
$
|
49.9
|
|
|
$
|
(2.6
|
)
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
||||
|
Net (gain) loss from sale of real estate
|
|
(1.6
|
)
|
|
(0.8
|
)
|
||
|
Acquisition-related gain
|
|
(84.2
|
)
|
|
(9.5
|
)
|
||
|
Depreciation and amortization
|
|
7.3
|
|
|
3.1
|
|
||
|
Provision for (benefit from) deferred income taxes
|
|
8.8
|
|
|
(1.7
|
)
|
||
|
Amortization of deferred loan costs
|
|
0.6
|
|
|
0.5
|
|
||
|
Amortization of discount and accretion of premium on issuance of the senior notes and mortgage loan payable
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||
|
Income from unconsolidated investments
|
|
(2.8
|
)
|
|
(2.2
|
)
|
||
|
Operating distributions from unconsolidated investments
|
|
10.4
|
|
|
8.4
|
|
||
|
Stock-based compensation
|
|
1.7
|
|
|
1.8
|
|
||
|
Change in assets and liabilities:
|
|
|
|
|
||||
|
Accounts receivable
|
|
(7.5
|
)
|
|
0.4
|
|
||
|
Other assets
|
|
(0.6
|
)
|
|
(2.1
|
)
|
||
|
Accrued expenses and other liabilities
|
|
(18.6
|
)
|
|
(22.7
|
)
|
||
|
Net cash used in operating activities
|
|
(36.9
|
)
|
|
(27.6
|
)
|
||
|
Cash flows from investing activities:
|
|
|
|
|
||||
|
Additions to loans
|
|
(158.6
|
)
|
|
(8.2
|
)
|
||
|
Collections of loans
|
|
0.2
|
|
|
—
|
|
||
|
Net proceeds from sale of real estate
|
|
10.0
|
|
|
3.4
|
|
||
|
Purchases of and additions to real estate
|
|
(367.7
|
)
|
|
(15.6
|
)
|
||
|
Proceeds from sale of interest in an entity
|
|
—
|
|
|
26.7
|
|
||
|
Investment in marketable securities
|
|
(4.5
|
)
|
|
—
|
|
||
|
Distributions from unconsolidated investments
|
|
11.0
|
|
|
28.8
|
|
||
|
Contributions to unconsolidated investments
|
|
(67.1
|
)
|
|
(52.1
|
)
|
||
|
Net cash used in investing activities
|
|
(576.7
|
)
|
|
(17.0
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
||||
|
Borrowings under senior notes payable
|
|
297.2
|
|
|
—
|
|
||
|
Borrowings under line of credit
|
|
90.0
|
|
|
35.0
|
|
||
|
Repayment of line of credit
|
|
(90.0
|
)
|
|
(35.0
|
)
|
||
|
Borrowings under investment debt
|
|
195.8
|
|
|
—
|
|
||
|
Repayment of investment debt
|
|
(5.5
|
)
|
|
(0.1
|
)
|
||
|
Debt issue costs
|
|
(9.6
|
)
|
|
(0.4
|
)
|
||
|
Issuance of common stock
|
|
190.8
|
|
|
133.8
|
|
||
|
Repurchase and retirement of common stock
|
|
(2.5
|
)
|
|
—
|
|
||
|
Proceeds from the issuance of KWE shares, net
|
|
1,350.7
|
|
|
—
|
|
||
|
Dividends paid
|
|
(7.8
|
)
|
|
(7.1
|
)
|
||
|
Contributions from noncontrolling interests, excluding KWE
|
|
2.9
|
|
|
—
|
|
||
|
Distributions to noncontrolling interests
|
|
(2.8
|
)
|
|
—
|
|
||
|
Net cash provided by financing activities
|
|
2,009.2
|
|
|
126.2
|
|
||
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
(0.7
|
)
|
|
(4.1
|
)
|
||
|
Net change in cash and cash equivalents
|
|
1,394.9
|
|
|
77.5
|
|
||
|
Cash and cash equivalents, beginning of period
|
|
178.2
|
|
|
120.9
|
|
||
|
Cash and cash equivalents, end of period
|
|
$
|
1,573.1
|
|
|
$
|
198.4
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Cash paid for:
|
|
|
|
|
||||
|
Interest
|
|
$
|
23.5
|
|
|
$
|
18.7
|
|
|
Income taxes
|
|
—
|
|
|
—
|
|
||
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
|
||||
|
Dividends declared on common stock
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Loans
|
|
$
|
198.1
|
|
|
$
|
52.7
|
|
|
Loans — related parties
|
|
4.1
|
|
|
4.1
|
|
||
|
Total loans
(1)
|
|
$
|
202.2
|
|
|
$
|
56.8
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Land
|
|
$
|
424.5
|
|
|
$
|
187.8
|
|
|
Buildings
|
|
1,264.5
|
|
|
484.1
|
|
||
|
Building improvements
|
|
18.6
|
|
|
12.7
|
|
||
|
In-place lease value
|
|
204.1
|
|
|
29.8
|
|
||
|
|
|
1,911.7
|
|
|
714.4
|
|
||
|
|
|
|
|
|
||||
|
Less accumulated depreciation and amortization
|
|
(32.8
|
)
|
|
(26.3
|
)
|
||
|
Real estate, net
|
|
$
|
1,878.9
|
|
|
$
|
688.1
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|||||||||
|
Date acquired
|
Type
|
Description
|
Location
|
Land
|
Building
|
Intangible assets
|
Mortgage loans
|
||||||||
|
1/20/2014
|
Commercial
(1)
|
Portfolio of 14 commercial, retail, and industrial properties
|
United Kingdom
|
$
|
29.7
|
|
$
|
47.5
|
|
$
|
40.2
|
|
$
|
—
|
|
|
2/20/2014
|
Hotel
|
193 room hotel
|
Western U.S.
|
1.3
|
|
8.3
|
|
—
|
|
—
|
|
||||
|
2/28/2014
|
Multifamily
|
24 apartment units, 2 penthouse units, and 1,000 square feet of retail
|
Ireland
|
0.6
|
|
15.1
|
|
0.4
|
|
9.6
|
|
||||
|
3/28/2014
|
Commercial
(2)
|
26 commercial properties throughout England and Scotland
|
United Kingdom
|
54.0
|
|
132.0
|
|
54.0
|
|
—
|
|
||||
|
3/31/2014
|
Multifamily
(3)
|
281 completed apartments and a partially completed residential block, 725k square feet of commercial space, and 7.4 acres of commercial development land
|
Ireland
|
32.7
|
|
80.9
|
|
1.2
|
|
78.9
|
|
||||
|
|
|
|
|
$
|
118.3
|
|
$
|
283.8
|
|
$
|
95.8
|
|
$
|
88.5
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Property
|
Type
|
Location
|
Cash
|
Real estate and acquired in-place lease values, net
|
Accounts receivable and other assets
|
Accounts payable, accrued expenses, and other liabilities
|
Mortgage loans
|
Noncontrolling interests
|
Acquisition related gain
|
||||||||||||||
|
Three multifamily properties
|
Multifamily
|
Ireland
|
$
|
3.6
|
|
$
|
248.5
|
|
$
|
0.9
|
|
$
|
5.4
|
|
$
|
114.3
|
|
$
|
66.6
|
|
$
|
37.8
|
|
|
Two office properties
|
Commercial
|
Ireland
|
4.3
|
|
223.9
|
|
7.6
|
|
4.9
|
|
75.2
|
|
77.9
|
|
32.2
|
|
|||||||
|
Two commercial properties and loans secured by real estate
|
Commercial & Loans
|
U.K.
|
9.6
|
|
195.0
|
|
5.6
|
|
8.1
|
|
100.8
|
|
62.0
|
|
10.5
|
|
|||||||
|
|
|
|
$
|
17.5
|
|
$
|
667.4
|
|
$
|
14.1
|
|
$
|
18.4
|
|
$
|
290.3
|
|
$
|
206.5
|
|
$
|
80.5
|
|
|
|
|
Unaudited
|
||||||
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions, except for per share data)
|
|
2014
|
|
2013
|
||||
|
Pro forma revenues
|
|
$
|
72.7
|
|
|
$
|
34.9
|
|
|
Pro forma (loss) income from unconsolidated investments
|
|
(0.7
|
)
|
|
0.7
|
|
||
|
Pro forma net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
8.6
|
|
|
(4.3
|
)
|
||
|
Pro forma net income (loss) per share:
|
|
|
|
|
||||
|
Basic
|
|
$
|
0.10
|
|
|
$
|
(0.07
|
)
|
|
Diluted
|
|
$
|
0.10
|
|
|
$
|
(0.07
|
)
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Investments in joint ventures
|
|
$
|
584.5
|
|
|
$
|
751.4
|
|
|
Investments in loan pool participations
|
|
35.2
|
|
|
34.7
|
|
||
|
Total
|
|
$
|
619.7
|
|
|
$
|
786.1
|
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loan
|
Residential
|
Other
|
Total
|
||||||||||||
|
Western U.S.
|
$
|
136.9
|
|
$
|
159.2
|
|
$
|
50.7
|
|
$
|
49.0
|
|
$
|
9.7
|
|
$
|
405.5
|
|
|
Japan
|
67.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
67.9
|
|
||||||
|
United Kingdom
|
—
|
|
51.0
|
|
—
|
|
—
|
|
—
|
|
51.0
|
|
||||||
|
Ireland
|
—
|
|
33.3
|
|
—
|
|
—
|
|
—
|
|
33.3
|
|
||||||
|
Spain
|
—
|
|
—
|
|
—
|
|
—
|
|
26.8
|
|
26.8
|
|
||||||
|
Total
|
$
|
204.8
|
|
$
|
243.5
|
|
$
|
50.7
|
|
$
|
49.0
|
|
$
|
36.5
|
|
$
|
584.5
|
|
|
(Dollars in millions)
|
Multifamily
|
Commercial
|
Loan
|
Residential
|
Other
|
Total
|
||||||||||||
|
Western U.S.
|
$
|
133.3
|
|
$
|
160.3
|
|
$
|
50.3
|
|
$
|
48.7
|
|
$
|
8.0
|
|
$
|
400.6
|
|
|
Japan
|
68.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
68.8
|
|
||||||
|
United Kingdom
|
—
|
|
104.5
|
|
6.3
|
|
—
|
|
—
|
|
110.8
|
|
||||||
|
Ireland
|
48.2
|
|
96.1
|
|
—
|
|
—
|
|
—
|
|
144.3
|
|
||||||
|
Spain
|
—
|
|
—
|
|
—
|
|
—
|
|
26.9
|
|
26.9
|
|
||||||
|
Total
|
$
|
250.3
|
|
$
|
360.9
|
|
$
|
56.6
|
|
$
|
48.7
|
|
$
|
34.9
|
|
$
|
751.4
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
|
Settlement of hedges
|
$
|
—
|
|
|
$
|
10.8
|
|
|
Refinancing of property level debt
|
—
|
|
|
1.0
|
|
||
|
Operating distributions
|
0.4
|
|
|
1.7
|
|
||
|
Total
|
$
|
0.4
|
|
|
$
|
13.5
|
|
|
|
Multifamily
|
|
Commercial
|
|
|
|
|||||||||||
|
(Dollars in millions)
|
Amount
|
No. of Properties
|
|
Amount
|
No. of Properties
|
|
Total
|
No. of Properties
|
|||||||||
|
Western U.S.
|
$
|
4.0
|
|
1
|
|
|
$
|
—
|
|
—
|
|
|
$
|
4.0
|
|
1
|
|
|
United Kingdom
(1)
|
—
|
|
—
|
|
|
57.2
|
|
14
|
|
|
57.2
|
|
14
|
|
|||
|
Total contributions - new joint venture investments
|
$
|
4.0
|
|
1
|
|
|
$
|
57.2
|
|
14
|
|
|
$
|
61.2
|
|
15
|
|
|
|
Multifamily
|
Commercial
|
Residential and Other
|
Total
|
||||||||||||||||||||
|
(Dollars in millions)
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
Operating
|
Investing
|
||||||||||||||||
|
Western U.S.
|
$
|
2.3
|
|
$
|
1.5
|
|
$
|
1.5
|
|
—
|
|
0.8
|
|
$
|
1.9
|
|
$
|
4.6
|
|
$
|
3.4
|
|
||
|
Japan
|
0.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
—
|
|
||||||||
|
United Kingdom
|
—
|
|
—
|
|
2.3
|
|
4.4
|
|
—
|
|
—
|
|
2.3
|
|
4.4
|
|
||||||||
|
Ireland
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
||||||||
|
Spain
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.0
|
|
—
|
|
1.0
|
|
||||||||
|
Total
|
$
|
2.7
|
|
$
|
1.5
|
|
$
|
5.0
|
|
$
|
4.4
|
|
$
|
0.8
|
|
$
|
2.9
|
|
$
|
8.5
|
|
$
|
8.8
|
|
|
(Dollars in millions)
|
|
Kennedy Wilson Ownership
|
|
Unpaid Principal Balance
|
|
Kennedy Wilson Initial Equity Invested
|
|
Investment Balance at March 31, 2014
|
|
Expected Accretion Over Total Estimated Collection Period
|
|
|
||||||||||||||||
|
Acquisition Date
|
|
Location
|
|
|
Initial
(1)
|
|
March 31, 2014
(1)
|
|
|
|
|
Accreted to Date
|
||||||||||||||||
|
February 2010
(2)
|
|
Western U.S.
|
|
15.0%
|
|
$
|
342.4
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
0.6
|
|
|
$
|
4.6
|
|
|
$
|
4.6
|
|
|
December 2011
|
|
United Kingdom
|
|
12.5%
|
|
2,174.6
|
|
|
31.8
|
|
|
61.2
|
|
|
—
|
|
|
19.2
|
|
|
19.2
|
|
||||||
|
April 2012
|
|
Western U.S.
|
|
75.0%
|
|
43.4
|
|
|
2.8
|
|
|
30.9
|
|
|
2.3
|
|
|
4.3
|
|
|
3.9
|
|
||||||
|
August 2012
|
|
Ireland
|
|
10.0%
|
|
496.6
|
|
|
347.6
|
|
|
7.0
|
|
|
8.4
|
|
|
1.7
|
|
|
0.6
|
|
||||||
|
December 2012
|
|
United Kingdom
|
|
5.0%
|
|
646.7
|
|
|
150.1
|
|
|
19.3
|
|
|
4.4
|
|
|
4.0
|
|
|
2.2
|
|
||||||
|
April 2013
|
|
United Kingdom
|
|
10.0%
|
|
193.8
|
|
|
131.6
|
|
|
13.0
|
|
|
11.0
|
|
|
3.2
|
|
|
0.9
|
|
||||||
|
August 2013
|
|
United Kingdom
|
|
20.0%
|
|
142.1
|
|
|
142.1
|
|
|
7.5
|
|
|
8.5
|
|
|
4.4
|
|
|
0.8
|
|
||||||
|
Total
|
|
|
|
|
|
$
|
4,039.6
|
|
|
$
|
806.0
|
|
|
$
|
150.0
|
|
|
$
|
35.2
|
|
|
$
|
41.4
|
|
|
$
|
32.2
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
|
Income from unconsolidated investments
|
$
|
2.1
|
|
|
$
|
2.5
|
|
|
Foreign currency translation gain (loss)
|
0.2
|
|
|
(3.9
|
)
|
||
|
Total
|
$
|
2.3
|
|
|
$
|
(1.4
|
)
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Marketable securities
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
Unconsolidated investments
|
—
|
|
|
—
|
|
|
82.0
|
|
|
82.0
|
|
||||
|
Currency forward contract
|
—
|
|
|
(11.2
|
)
|
|
—
|
|
|
(11.2
|
)
|
||||
|
Total
|
$
|
8.5
|
|
|
$
|
(11.2
|
)
|
|
$
|
82.0
|
|
|
$
|
79.3
|
|
|
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Marketable securities
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
Unconsolidated investments
|
—
|
|
|
—
|
|
|
81.1
|
|
|
81.1
|
|
||||
|
Currency forward contract
|
—
|
|
|
(9.6
|
)
|
|
—
|
|
|
(9.6
|
)
|
||||
|
Total
|
$
|
4.0
|
|
|
$
|
(9.6
|
)
|
|
$
|
81.1
|
|
|
$
|
75.5
|
|
|
(Dollars in millions)
|
March 31, 2014
|
|
December 31, 2013
|
||||
|
Funds
|
$
|
34.5
|
|
|
$
|
33.5
|
|
|
FV Option
|
47.5
|
|
|
47.6
|
|
||
|
Total
|
$
|
82.0
|
|
|
$
|
81.1
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
|
Beginning balance
|
$
|
81.1
|
|
|
$
|
68.4
|
|
|
Unrealized and realized gains
|
—
|
|
|
—
|
|
||
|
Unrealized and realized losses
|
—
|
|
|
—
|
|
||
|
Contributions
|
1.3
|
|
|
0.2
|
|
||
|
Distributions
|
(0.4
|
)
|
|
(0.2
|
)
|
||
|
Ending balance
|
$
|
82.0
|
|
|
$
|
68.4
|
|
|
|
Estimated Rates Used for
|
||
|
|
Capitalization Rates
|
|
Discount Rates
|
|
Office
|
6.00% - 7.50%
|
|
7.00% - 9.75%
|
|
Retail
|
6.00% - 10.00%
|
|
9.00% - 12.00%
|
|
Hotel
|
6.50%
|
|
8.00%
|
|
Multifamily
|
5.75% - 6.75%
|
|
7.50% - 9.00%
|
|
Loan
|
n/a
|
|
1.75% - 12.00%
|
|
Land and condominium units
|
n/a
|
|
8.00% - 12.00%
|
|
(Dollars in millions)
|
|
|
|
|
|
Change in Unrealized Gains (Losses)
|
|||||
|
Currency
|
Notional Amount
|
Trade Date
|
Settlement Date
|
Exchange Rate
|
Fair Value
|
|
Three Months Ended March 31, 2014
|
||||
|
Euro
|
€129.3
|
5/31/2012 - 3/18/2014
|
8/12/2014 - 12/19/2016
|
1.2400 - 1.3925
|
$
|
(6.9
|
)
|
|
$
|
0.1
|
|
|
GBP
|
£95.5
|
8/23/2013 - 2/25/2014
|
8/28/2014 - 2/27/2019
|
1.5479 - 1.6371
|
(4.3
|
)
|
|
(1.7
|
)
|
||
|
Total
|
|
|
|
|
$
|
(11.2
|
)
|
|
$
|
(1.6
|
)
|
|
(Dollars in millions)
|
March 31, 2014
|
|
December 31, 2013
|
||||
|
Goodwill
|
23.9
|
|
|
23.9
|
|
||
|
Loan fees, net of accumulated amortization of $5.2 million and $4.5 million at
March 31, 2014 and December 31, 2013, respectively |
22.9
|
|
|
14.1
|
|
||
|
Above-market leases
|
19.4
|
|
|
—
|
|
||
|
Deposits and other, net of accumulated amortization of $1.5 million and
$1.2 million at March 31, 2014 and December 31, 2013, respectively |
11.8
|
|
|
13.0
|
|
||
|
Office furniture and equipment net of accumulated depreciation of $2.5 million and
$2.2 million at March 31, 2014 and December 31, 2013, respectively |
9.6
|
|
|
10.4
|
|
||
|
Prepaid expenses
|
9.0
|
|
|
7.6
|
|
||
|
Marketable securities
|
8.5
|
|
|
4.0
|
|
||
|
Other Assets
|
$
|
105.1
|
|
|
$
|
73.0
|
|
|
(Dollars in millions)
|
|
|
|
Carrying Amount of Investment Debt as of
(1)
|
||||||
|
Types of Property Pledged as Collateral
|
|
Region
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
Multifamily properties
(1)
|
|
Western U.S.
|
|
$
|
260.2
|
|
|
$
|
261.0
|
|
|
Commercial buildings
|
|
Western U.S.
|
|
128.2
|
|
|
110.4
|
|
||
|
Residential
|
|
Western U.S
|
|
30.0
|
|
|
28.0
|
|
||
|
Commercial
|
|
Japan
|
|
2.4
|
|
|
2.4
|
|
||
|
Commercial
(1)
|
|
Ireland
|
|
75.2
|
|
|
—
|
|
||
|
Multifamily
(1)
|
|
Ireland
|
|
202.8
|
|
|
—
|
|
||
|
Notes Receivable
(1)
|
|
Ireland
|
|
82.5
|
|
|
—
|
|
||
|
Commercial
(1)
|
|
United Kingdom
|
|
94.9
|
|
|
—
|
|
||
|
Notes Receivable
(1)
|
|
United Kingdom
|
|
6.0
|
|
|
—
|
|
||
|
Investment debt
(2)
|
|
|
|
$
|
882.2
|
|
|
$
|
401.8
|
|
|
(Dollars in millions)
|
|
|
||
|
2014
|
|
$
|
26.9
|
|
|
2015
|
|
118.7
|
|
|
|
2016
|
|
51.8
|
|
|
|
2017
|
|
146.7
|
|
|
|
2018
|
|
86.7
|
|
|
|
Thereafter
|
|
438.5
|
|
|
|
|
|
869.3
|
|
|
|
Debt premium
|
|
12.9
|
|
|
|
|
|
$
|
882.2
|
|
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
(Dollars in millions)
|
|
|
Unamortized
|
|
|
|
Unamortized
|
|
|||||||||||||
|
|
Interest Rate
|
Maturity Date
|
Face Value
|
Net Premium/(Discount)
|
Carrying Value
|
|
Face Value
|
Net Premium/(Discount)
|
Carrying Value
|
||||||||||||
|
2042 Notes
|
7.75%
|
12/1/2042
|
$
|
55.0
|
|
$
|
—
|
|
$
|
55.0
|
|
|
$
|
55.0
|
|
$
|
—
|
|
$
|
55.0
|
|
|
2024 Notes
|
5.88%
|
4/1/2024
|
300.0
|
|
(2.8
|
)
|
297.2
|
|
|
—
|
|
—
|
|
—
|
|
||||||
|
2019 Notes
|
8.75%
|
4/1/2019
|
350.0
|
|
3.9
|
|
353.9
|
|
|
350.0
|
|
4.0
|
|
354.0
|
|
||||||
|
Senior Notes
|
|
|
$
|
705.0
|
|
$
|
1.1
|
|
$
|
706.1
|
|
|
$
|
405.0
|
|
$
|
4.0
|
|
$
|
409.0
|
|
|
|
|
Three Months Ended March 31, 2014
|
|
Three Months Ended March 31, 2013
|
||||||||||||
|
(Dollars in millions)
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
||||||||
|
Preferred Stock
|
|
|
|
|
|
|
|
|
||||||||
|
Series A
(1)
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
Series B
(2)
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
||||
|
Total Preferred Stock
|
|
2.0
|
|
|
2.0
|
|
|
2.0
|
|
|
2.0
|
|
||||
|
Common Stock
(3)
|
|
8.2
|
|
|
5.8
|
|
|
5.1
|
|
|
5.1
|
|
||||
|
Total
(4)
|
|
$
|
10.2
|
|
|
$
|
7.8
|
|
|
$
|
7.1
|
|
|
$
|
7.1
|
|
|
|
|
Foreign Currency Translation
|
|
Forward Contract Foreign Currency
|
|
Total Accumulated Other Comprehensive Income
|
||||||
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||
|
Balance at December 31, 2013
|
|
$
|
4.3
|
|
|
$
|
4.9
|
|
|
$
|
9.2
|
|
|
Unrealized losses, arising during the period
|
|
(1.2
|
)
|
|
(2.4
|
)
|
|
(3.6
|
)
|
|||
|
Amounts reclassified out of AOCI during the period
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||
|
Taxes on unrealized losses, arising during the period
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|||
|
Balance at March 31, 2014
|
|
$
|
4.3
|
|
|
$
|
3.4
|
|
|
$
|
7.7
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions, except share and per share amounts)
|
2014
|
|
2013
|
||||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
$
|
10.5
|
|
|
$
|
(3.6
|
)
|
|
Allocation to participating securities:
|
|
|
|
||||
|
Net income allocated to participating securities
|
—
|
|
|
—
|
|
||
|
Dividends declared on participating securities
|
(0.2
|
)
|
|
(0.3
|
)
|
||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
10.3
|
|
|
(3.9
|
)
|
||
|
Dividends declared on common shares
|
(8.0
|
)
|
|
(4.8
|
)
|
||
|
Undistributed earnings attributable to Kennedy-Wilson Holdings, Inc. common shareholders, net of allocation to participating securities
|
$
|
2.3
|
|
|
$
|
(8.7
|
)
|
|
|
|
|
|
||||
|
Distributed earnings per share
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
Undistributed earnings per share
|
0.03
|
|
|
(0.13
|
)
|
||
|
Income (loss) per basic
|
0.12
|
|
|
(0.06
|
)
|
||
|
|
|
|
|
||||
|
Income (loss) per diluted
|
$
|
0.12
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
||||
|
Weighted average shares outstanding for basic
|
88,142,576
|
|
|
61,853,258
|
|
||
|
Weighted average shares outstanding for diluted
(1)
|
89,422,885
|
|
|
61,853,258
|
|
||
|
Dividends declared per common share
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Investments
|
|
|
|
|
||||
|
Rental and hotel
|
|
$
|
25.3
|
|
|
$
|
6.4
|
|
|
Sale of real estate
|
|
11.3
|
|
|
2.4
|
|
||
|
Loan and other
|
|
1.7
|
|
|
0.4
|
|
||
|
Total revenue
|
|
38.3
|
|
|
9.2
|
|
||
|
Operating expenses
|
|
(36.1
|
)
|
|
(12.3
|
)
|
||
|
Depreciation and amortization
|
|
(7.3
|
)
|
|
(3.1
|
)
|
||
|
Income from unconsolidated investments
|
|
1.8
|
|
|
2.2
|
|
||
|
Operating loss
|
|
(3.3
|
)
|
|
(4.0
|
)
|
||
|
Acquisition-related gains
|
|
84.2
|
|
|
9.5
|
|
||
|
Acquisition-related expenses
|
|
(4.0
|
)
|
|
—
|
|
||
|
Interest expense - investment
|
|
(5.3
|
)
|
|
(1.7
|
)
|
||
|
Other
|
|
0.8
|
|
|
0.2
|
|
||
|
Net income
|
|
72.4
|
|
|
4.0
|
|
||
|
Net (income) loss attributable to the noncontrolling interests
|
|
(37.4
|
)
|
|
1.0
|
|
||
|
Net income attributable to Kennedy-Wilson Holdings, Inc common shareholders
|
|
$
|
35.0
|
|
|
$
|
5.0
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Services
|
|
|
|
|
||||
|
Investment management, property services, and research fees (includes $7.3 and $8.3 of related party)
|
|
$
|
13.2
|
|
|
$
|
13.6
|
|
|
Total revenue
|
|
13.2
|
|
|
13.6
|
|
||
|
Operating expenses
|
|
(11.2
|
)
|
|
(8.5
|
)
|
||
|
Income from unconsolidated investments
|
|
1.0
|
|
|
—
|
|
||
|
Operating income
|
|
3.0
|
|
|
5.1
|
|
||
|
Net income attributable to Kennedy-Wilson Holdings, Inc common shareholders
|
|
$
|
3.0
|
|
|
$
|
5.1
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Corporate
|
|
|
|
|
||||
|
Operating expenses
|
|
$
|
(6.2
|
)
|
|
$
|
(3.7
|
)
|
|
Operating loss
|
|
(6.2
|
)
|
|
(3.7
|
)
|
||
|
Interest expense-corporate
|
|
(10.5
|
)
|
|
(9.7
|
)
|
||
|
Loss before (provision for) benefit from income taxes
|
|
(16.7
|
)
|
|
(13.4
|
)
|
||
|
(Provision for) benefit from income taxes
|
|
(8.8
|
)
|
|
1.7
|
|
||
|
Net loss
|
|
(25.5
|
)
|
|
(11.7
|
)
|
||
|
Preferred dividends and accretion of preferred stock issuance costs
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||
|
Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(27.5
|
)
|
|
$
|
(13.7
|
)
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Consolidated
|
|
|
|
|
||||
|
Investment management, property services, and research fees (includes $7.3 and $8.3 of related party)
|
|
$
|
13.2
|
|
|
$
|
13.6
|
|
|
Rental and hotel
|
|
25.3
|
|
|
6.4
|
|
||
|
Sale of real estate
|
|
11.3
|
|
|
2.4
|
|
||
|
Loans and other
|
|
1.7
|
|
|
0.4
|
|
||
|
Total revenue
|
|
51.5
|
|
|
22.8
|
|
||
|
Operating expenses
|
|
(53.5
|
)
|
|
(24.5
|
)
|
||
|
Depreciation and amortization
|
|
(7.3
|
)
|
|
(3.1
|
)
|
||
|
Total operating expenses
|
|
(60.8
|
)
|
|
(27.6
|
)
|
||
|
Income from unconsolidated investments
|
|
2.8
|
|
|
2.2
|
|
||
|
Operating loss
|
|
(6.5
|
)
|
|
(2.6
|
)
|
||
|
Acquisition-related gain
|
|
84.2
|
|
|
9.5
|
|
||
|
Acquisition-related expenses
|
|
(4.0
|
)
|
|
—
|
|
||
|
Interest expense - investment
|
|
(5.3
|
)
|
|
(1.7
|
)
|
||
|
Interest expense - corporate
|
|
(10.5
|
)
|
|
(9.7
|
)
|
||
|
Other
|
|
0.8
|
|
|
0.2
|
|
||
|
Income (loss) before benefit from income taxes
|
|
58.7
|
|
|
(4.3
|
)
|
||
|
(Provision for) benefit from income taxes
|
|
(8.8
|
)
|
|
1.7
|
|
||
|
Net income (loss)
|
|
49.9
|
|
|
(2.6
|
)
|
||
|
Net (income) loss attributable to the noncontrolling interests
|
|
(37.4
|
)
|
|
1.0
|
|
||
|
Preferred dividends and accretion of preferred stock issuance costs
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
10.5
|
|
|
$
|
(3.6
|
)
|
|
(Dollars in millions)
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
|
Total Assets
|
|
|
|
|
||||
|
Investments
|
|
$
|
4,048.9
|
|
|
$
|
1,607.5
|
|
|
Services
|
|
60.2
|
|
|
49.3
|
|
||
|
Corporate
|
|
298.1
|
|
|
142.0
|
|
||
|
Total assets
|
|
$
|
4,407.2
|
|
|
$
|
1,798.8
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2014
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash held by consolidated investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,298.7
|
|
|
$
|
—
|
|
|
$
|
1,298.7
|
|
|
Cash and cash equivalents
|
|
—
|
|
|
248.3
|
|
|
21.6
|
|
|
4.5
|
|
|
—
|
|
|
274.4
|
|
||||||
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
18.6
|
|
|
9.6
|
|
|
—
|
|
|
28.2
|
|
||||||
|
Loans
|
|
—
|
|
|
57.1
|
|
|
182.0
|
|
|
19.8
|
|
|
(56.7
|
)
|
|
202.2
|
|
||||||
|
Real estate and acquired in place lease values, net of accumulated depreciation and amortization
|
|
—
|
|
|
—
|
|
|
198.6
|
|
|
1,680.3
|
|
|
—
|
|
|
1,878.9
|
|
||||||
|
Unconsolidated investments
|
|
—
|
|
|
9.6
|
|
|
425.7
|
|
|
184.4
|
|
|
—
|
|
|
619.7
|
|
||||||
|
Other assets
|
|
—
|
|
|
22.7
|
|
|
38.9
|
|
|
43.5
|
|
|
—
|
|
|
105.1
|
|
||||||
|
Investments in and advances to consolidated subsidiaries
|
|
959.7
|
|
|
1,405.1
|
|
|
727.3
|
|
|
(1.9
|
)
|
|
(3,090.2
|
)
|
|
—
|
|
||||||
|
Total assets
|
|
$
|
959.7
|
|
|
$
|
1,742.8
|
|
|
$
|
1,612.7
|
|
|
$
|
3,238.9
|
|
|
$
|
(3,146.9
|
)
|
|
$
|
4,407.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable, accrued expenses and other liabilities
|
|
$
|
9.0
|
|
|
$
|
37.0
|
|
|
$
|
29.7
|
|
|
$
|
79.0
|
|
|
$
|
—
|
|
|
$
|
154.7
|
|
|
Senior notes payable
|
|
—
|
|
|
706.1
|
|
|
—
|
|
|
56.7
|
|
|
(56.7
|
)
|
|
706.1
|
|
||||||
|
Investment debt
|
|
—
|
|
|
—
|
|
|
175.0
|
|
|
707.2
|
|
|
—
|
|
|
882.2
|
|
||||||
|
Junior subordinated debentures
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
||||||
|
Total liabilities
|
|
9.0
|
|
|
783.1
|
|
|
204.7
|
|
|
842.9
|
|
|
(56.7
|
)
|
|
1,783.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
950.7
|
|
|
959.7
|
|
|
1,405.1
|
|
|
727.3
|
|
|
(3,090.2
|
)
|
|
952.6
|
|
||||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
1,668.7
|
|
|
—
|
|
|
1,671.6
|
|
||||||
|
Total equity
|
|
950.7
|
|
|
959.7
|
|
|
1,408.0
|
|
|
2,396.0
|
|
|
(3,090.2
|
)
|
|
2,624.2
|
|
||||||
|
Total liabilities and equity
|
|
$
|
959.7
|
|
|
$
|
1,742.8
|
|
|
$
|
1,612.7
|
|
|
$
|
3,238.9
|
|
|
$
|
(3,146.9
|
)
|
|
$
|
4,407.2
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2013
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
48.2
|
|
|
$
|
77.2
|
|
|
$
|
44.8
|
|
|
$
|
—
|
|
|
$
|
170.2
|
|
|
Cash held by consolidated investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
||||||
|
Accounts receivable
|
|
—
|
|
|
1.1
|
|
|
7.0
|
|
|
8.5
|
|
|
—
|
|
|
16.6
|
|
||||||
|
Intercompany receivables
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
||||||
|
Loans receivable
|
|
—
|
|
|
59.7
|
|
|
53.7
|
|
|
0.8
|
|
|
(57.4
|
)
|
|
56.8
|
|
||||||
|
Real estate and acquired in place lease values, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
145.3
|
|
|
542.8
|
|
|
—
|
|
|
688.1
|
|
||||||
|
Unconsolidated investments
|
|
—
|
|
|
7.5
|
|
|
598.0
|
|
|
180.6
|
|
|
—
|
|
|
786.1
|
|
||||||
|
Investments in and advances to consolidated subsidiaries
|
|
775.1
|
|
|
1,141.9
|
|
|
326.6
|
|
|
—
|
|
|
(2,243.6
|
)
|
|
—
|
|
||||||
|
Other assets
|
|
—
|
|
|
20.9
|
|
|
31.4
|
|
|
20.7
|
|
|
—
|
|
|
73.0
|
|
||||||
|
Total assets
|
|
$
|
775.1
|
|
|
$
|
1,288.3
|
|
|
$
|
1,239.2
|
|
|
$
|
806.2
|
|
|
$
|
(2,310.0
|
)
|
|
$
|
1,798.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable, accrued expense and other liabilities
|
|
$
|
6.8
|
|
|
$
|
64.2
|
|
|
$
|
22.9
|
|
|
$
|
35.2
|
|
|
$
|
—
|
|
|
129.1
|
|
|
|
Intercompany payables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
—
|
|
||||||
|
Senior notes payable
|
|
—
|
|
|
409.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409.0
|
|
||||||
|
Intercompany loans payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.4
|
|
|
(57.4
|
)
|
|
—
|
|
||||||
|
Investment debt
|
|
—
|
|
|
—
|
|
|
74.4
|
|
|
327.4
|
|
|
—
|
|
|
401.8
|
|
||||||
|
Junior subordinated debentures
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
||||||
|
Total liabilities
|
|
6.8
|
|
|
513.2
|
|
|
97.3
|
|
|
429.0
|
|
|
(66.4
|
)
|
|
979.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
768.3
|
|
|
775.1
|
|
|
1,141.9
|
|
|
326.6
|
|
|
(2,243.6
|
)
|
|
768.3
|
|
||||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.6
|
|
|
—
|
|
|
50.6
|
|
||||||
|
Total equity
|
|
768.3
|
|
|
775.1
|
|
|
1,141.9
|
|
|
377.2
|
|
|
(2,243.6
|
)
|
|
818.9
|
|
||||||
|
Total liabilities and equity
|
|
$
|
775.1
|
|
|
$
|
1,288.3
|
|
|
$
|
1,239.2
|
|
|
$
|
806.2
|
|
|
$
|
(2,310.0
|
)
|
|
$
|
1,798.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Investment management, property services and research fees
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.2
|
|
|
Rental and hotel
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
21.9
|
|
|
—
|
|
|
25.3
|
|
||||||
|
Sale of real estate
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
10.6
|
|
|
—
|
|
|
11.3
|
|
||||||
|
Loans and other
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
1.1
|
|
|
—
|
|
|
1.7
|
|
||||||
|
Total revenue
|
|
—
|
|
|
0.2
|
|
|
17.7
|
|
|
33.6
|
|
|
—
|
|
|
51.5
|
|
||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commission and marketing
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
||||||
|
Rental and hotel operating
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
12.6
|
|
|
—
|
|
|
14.1
|
|
||||||
|
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
9.0
|
|
|
—
|
|
|
9.7
|
|
||||||
|
Compensation and related
|
|
1.7
|
|
|
9.9
|
|
|
7.5
|
|
|
1.4
|
|
|
—
|
|
|
20.5
|
|
||||||
|
General and administrative
|
|
—
|
|
|
2.9
|
|
|
4.2
|
|
|
1.1
|
|
|
—
|
|
|
8.2
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
0.3
|
|
|
2.2
|
|
|
4.8
|
|
|
—
|
|
|
7.3
|
|
||||||
|
Total operating expenses
|
|
1.7
|
|
|
13.1
|
|
|
16.9
|
|
|
29.1
|
|
|
—
|
|
|
60.8
|
|
||||||
|
Income from unconsolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.1
|
|
|
—
|
|
|
2.8
|
|
||||||
|
Income from consolidated subsidiaries
|
|
51.6
|
|
|
81.9
|
|
|
77.0
|
|
|
—
|
|
|
(210.5
|
)
|
|
—
|
|
||||||
|
Operating income (loss)
|
|
49.9
|
|
|
69.0
|
|
|
79.5
|
|
|
5.6
|
|
|
(210.5
|
)
|
|
(6.5
|
)
|
||||||
|
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Acquisition-related gains
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
80.5
|
|
|
—
|
|
|
84.2
|
|
||||||
|
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
|
Interest expense-investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
||||||
|
Interest expense-corporate
|
|
—
|
|
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
||||||
|
Other income / (expense)
|
|
—
|
|
|
2.0
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
|
Income (loss) before benefit from income taxes
|
|
49.9
|
|
|
60.5
|
|
|
81.5
|
|
|
77.3
|
|
|
(210.5
|
)
|
|
58.7
|
|
||||||
|
(Provision for) benefit from income taxes
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
||||||
|
Net income (loss)
|
|
49.9
|
|
|
51.7
|
|
|
81.5
|
|
|
77.3
|
|
|
(210.5
|
)
|
|
49.9
|
|
||||||
|
Net (income) loss attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|
—
|
|
|
(37.4
|
)
|
||||||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
49.9
|
|
|
51.7
|
|
|
81.5
|
|
|
39.9
|
|
|
(210.5
|
)
|
|
12.5
|
|
||||||
|
Preferred dividends and accretion of preferred stock issuance costs
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
47.9
|
|
|
$
|
51.7
|
|
|
$
|
81.5
|
|
|
$
|
39.9
|
|
|
$
|
(210.5
|
)
|
|
$
|
10.5
|
|
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2013
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Investment management, property services, and research fees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
13.6
|
|
|
Rental and hotel
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
4.7
|
|
|
—
|
|
|
6.4
|
|
||||||
|
Sale of real estate
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||||
|
Loans and other
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Total revenue
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.3
|
|
|
—
|
|
|
22.8
|
|
||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Commission and marketing
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
|
Rental and hotel operating
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
2.2
|
|
|
—
|
|
|
3.1
|
|
||||||
|
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
|
Compensation and related
|
|
1.8
|
|
|
4.9
|
|
|
3.6
|
|
|
3.3
|
|
|
—
|
|
|
13.6
|
|
||||||
|
General and administrative
|
|
—
|
|
|
2.2
|
|
|
1.3
|
|
|
1.9
|
|
|
—
|
|
|
5.4
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
0.1
|
|
|
1.2
|
|
|
1.8
|
|
|
—
|
|
|
3.1
|
|
||||||
|
Total operating expenses
|
|
1.8
|
|
|
7.3
|
|
|
9.3
|
|
|
9.2
|
|
|
—
|
|
|
27.6
|
|
||||||
|
Income from unconsolidated investments, net of depreciation and amortization
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
(1.3
|
)
|
|
—
|
|
|
2.2
|
|
||||||
|
Income from consolidated subsidiaries
|
|
(0.8
|
)
|
|
14.4
|
|
|
8.8
|
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
||||||
|
Operating income (expense)
|
|
(2.6
|
)
|
|
7.1
|
|
|
14.5
|
|
|
0.8
|
|
|
(22.4
|
)
|
|
(2.6
|
)
|
||||||
|
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Acquisition-related gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
9.5
|
|
||||||
|
Interest expense-investment
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
|
Interest expense-corporate
|
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
||||||
|
Other income
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
|
(Loss) income before benefit from income taxes
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|
14.6
|
|
|
8.7
|
|
|
(22.4
|
)
|
|
(4.3
|
)
|
||||||
|
Benefit from (provision for) income taxes
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
|
Net (loss) income
|
|
(2.6
|
)
|
|
(0.9
|
)
|
|
14.6
|
|
|
8.7
|
|
|
(22.4
|
)
|
|
(2.6
|
)
|
||||||
|
Net income attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc.
|
|
(2.6
|
)
|
|
(0.9
|
)
|
|
14.6
|
|
|
9.7
|
|
|
(22.4
|
)
|
|
(1.6
|
)
|
||||||
|
Preferred dividends and accretion of preferred stock issuance costs
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||||
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(4.6
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
14.6
|
|
|
$
|
9.7
|
|
|
$
|
(22.4
|
)
|
|
$
|
(3.6
|
)
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2014
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Net (loss) income
|
|
$
|
49.9
|
|
|
$
|
51.7
|
|
|
$
|
81.5
|
|
|
$
|
77.3
|
|
|
$
|
(210.5
|
)
|
|
$
|
49.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Unrealized foreign currency translation (loss) gain
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(5.1
|
)
|
|
(0.9
|
)
|
|
7.2
|
|
|
(1.2
|
)
|
||||||
|
Amounts reclassified out of AOCI during the period
|
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
(2.4
|
)
|
|
1.2
|
|
||||||
|
Unrealized forward contract foreign currency (loss) gain
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|
2.4
|
|
|
—
|
|
|
(0.9
|
)
|
|
(1.5
|
)
|
||||||
|
Total other comprehensive (loss) income for the period
|
|
$
|
(1.5
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
0.3
|
|
|
$
|
3.9
|
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Comprehensive income
|
|
$
|
48.4
|
|
|
$
|
50.2
|
|
|
$
|
78.8
|
|
|
$
|
77.6
|
|
|
$
|
(206.6
|
)
|
|
$
|
48.4
|
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|
—
|
|
|
(37.4
|
)
|
||||||
|
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
48.4
|
|
|
$
|
50.2
|
|
|
$
|
78.8
|
|
|
$
|
40.2
|
|
|
$
|
(206.6
|
)
|
|
$
|
11.0
|
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2013
|
||||||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
|
Net (loss) income
|
|
$
|
(2.6
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
14.6
|
|
|
$
|
8.7
|
|
|
$
|
(22.4
|
)
|
|
$
|
(2.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Unrealized foreign currency translation gains
|
|
(14.4
|
)
|
|
(14.4
|
)
|
|
(12.9
|
)
|
|
(2.0
|
)
|
|
29.3
|
|
|
(14.4
|
)
|
||||||
|
Unrealized forward contract foreign currency loss
|
|
3.6
|
|
|
3.6
|
|
|
3.2
|
|
|
—
|
|
|
(6.8
|
)
|
|
3.6
|
|
||||||
|
Total other comprehensive income for the period
|
|
$
|
(10.8
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
22.5
|
|
|
$
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Comprehensive (loss) income
|
|
$
|
(13.4
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
4.9
|
|
|
$
|
6.7
|
|
|
$
|
0.1
|
|
|
$
|
(13.4
|
)
|
|
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
|
Comprehensive (loss) income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
(13.4
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
4.9
|
|
|
$
|
7.7
|
|
|
$
|
0.1
|
|
|
$
|
(12.4
|
)
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
|
||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
|
Net cash provided by (used in) operating activities
|
|
$
|
(0.3
|
)
|
|
$
|
(51.2
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
20.4
|
|
|
$
|
(36.9
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Additions to loans
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(152.9
|
)
|
|
(158.6
|
)
|
|||||
|
Collections of loans
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
|||||
|
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|
(354.3
|
)
|
|
(367.7
|
)
|
|||||
|
Distributions from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
5.4
|
|
|
11.0
|
|
|||||
|
Contributions to unconsolidated investments
|
|
—
|
|
|
(2.0
|
)
|
|
(6.8
|
)
|
|
(58.3
|
)
|
|
(67.1
|
)
|
|||||
|
Investment in marketable securities
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
|
(Investments in) distributions from consolidated subsidiaries, net
|
|
(180.2
|
)
|
|
(37.8
|
)
|
|
(42.9
|
)
|
|
260.9
|
|
|
—
|
|
|||||
|
Net cash (used in) provided by investing activities
|
|
(180.2
|
)
|
|
(39.7
|
)
|
|
(67.6
|
)
|
|
(289.2
|
)
|
|
(576.7
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings under line of credit
|
|
—
|
|
|
90.0
|
|
|
—
|
|
|
—
|
|
|
90.0
|
|
|||||
|
Repayment of line of credit
|
|
—
|
|
|
(90.0
|
)
|
|
—
|
|
|
—
|
|
|
(90.0
|
)
|
|||||
|
Borrowings under mortgage loans payable
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|
177.8
|
|
|
195.8
|
|
|||||
|
Borrowings under senior notes payable
|
|
—
|
|
|
297.2
|
|
|
—
|
|
|
—
|
|
|
297.2
|
|
|||||
|
Debt issue costs
|
|
—
|
|
|
(6.2
|
)
|
|
(0.2
|
)
|
|
(3.2
|
)
|
|
(9.6
|
)
|
|||||
|
Repayment of mortgage loans payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
(5.5
|
)
|
|||||
|
Issuance of common stock
|
|
190.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190.8
|
|
|||||
|
Dividends paid
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|||||
|
Repurchase of common stock
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
|
Proceeds from issuance of KWE shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,350.7
|
|
|
1,350.7
|
|
|||||
|
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||||
|
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
|
180.5
|
|
|
291.0
|
|
|
17.8
|
|
|
1,519.9
|
|
|
2,009.2
|
|
|||||
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||||
|
Net change in cash and cash equivalents
|
|
—
|
|
|
200.1
|
|
|
(55.6
|
)
|
|
1,250.4
|
|
|
1,394.9
|
|
|||||
|
Cash and cash equivalents, beginning of year
|
|
—
|
|
|
48.2
|
|
|
77.2
|
|
|
52.8
|
|
|
178.2
|
|
|||||
|
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
248.3
|
|
|
$
|
21.6
|
|
|
$
|
1,303.2
|
|
|
$
|
1,573.1
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2013
|
||||||||||||||||||||
|
(Dollars in millions)
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
|
Net cash (used in) provided by operating activities
|
|
$
|
0.1
|
|
|
$
|
(39.7
|
)
|
|
$
|
8.3
|
|
|
$
|
3.7
|
|
|
$
|
(27.6
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Additions to loans
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
|
Proceeds from sale of interest in a entity
|
|
—
|
|
|
—
|
|
|
26.7
|
|
|
—
|
|
|
26.7
|
|
|||||
|
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|||||
|
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(14.8
|
)
|
|
(15.6
|
)
|
|||||
|
Distributions from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
28.8
|
|
|
—
|
|
|
28.8
|
|
|||||
|
Contributions to unconsolidated investments
|
|
—
|
|
|
(2.3
|
)
|
|
(29.2
|
)
|
|
(20.6
|
)
|
|
(52.1
|
)
|
|||||
|
(Investment in) distributions from consolidated subsidiaries, net
|
|
0.3
|
|
|
13.7
|
|
|
(43.9
|
)
|
|
29.9
|
|
|
—
|
|
|||||
|
Net cash (used in) provided by investing activities
|
|
0.3
|
|
|
11.4
|
|
|
(23.2
|
)
|
|
(5.5
|
)
|
|
(17.0
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings under line of credit
|
|
—
|
|
|
35.0
|
|
|
—
|
|
|
—
|
|
|
35.0
|
|
|||||
|
Repayment of lines of credit
|
|
—
|
|
|
(35.0
|
)
|
|
—
|
|
|
—
|
|
|
(35.0
|
)
|
|||||
|
Debt issue costs
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
|
Repayment of investment debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
|
Issuance of common stock
|
|
133.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133.8
|
|
|||||
|
Dividends paid
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||||
|
Intercompany receivables, net
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
|
126.7
|
|
|
(3.1
|
)
|
|
—
|
|
|
2.6
|
|
|
126.2
|
|
|||||
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|
(4.1
|
)
|
|||||
|
Net change in cash and cash equivalents
|
|
127.1
|
|
|
(33.8
|
)
|
|
(15.4
|
)
|
|
(0.4
|
)
|
|
77.5
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
64.5
|
|
|
38.5
|
|
|
17.9
|
|
|
120.9
|
|
|||||
|
Cash and cash equivalents, end of period
|
|
$
|
127.1
|
|
|
$
|
30.7
|
|
|
$
|
23.1
|
|
|
$
|
17.5
|
|
|
$
|
198.4
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
Identify countries and markets with an attractive investment landscape
|
|
•
|
Establish operating platforms and service businesses 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
|
|
•
|
Acquire high quality assets, either on our own or with strategic partners, utilizing cash from our balance sheet and typically financing them on a long-term basis
|
|
•
|
Reposition assets and enhance cash flows post-acquisition
|
|
•
|
Continuously evaluate and selectively harvest asset and entity value through strategic realizations utilizing both the public and private markets
|
|
•
|
Utilize our services businesses to meet client needs, strengthen relationships with financial institutions, and position the Company as a valuable resource and partner to these institutions for any future real estate opportunities
|
|
(Dollars in millions)
|
|
March 31, 2014
|
December 31, 2013
|
||||
|
Real estate and acquired in-place lease values, gross of accumulated depreciation and amortization of $32.8 and $26.3
|
|
$
|
1,911.7
|
|
$
|
714.4
|
|
|
Loans
|
|
202.2
|
|
56.8
|
|
||
|
Investment debt
|
|
(882.2
|
)
|
(401.8
|
)
|
||
|
Cash held by consolidated investments
|
|
1,298.7
|
|
8.0
|
|
||
|
Unconsolidated investments
(1)
, gross of accumulated depreciation and amortization of $89.8 and $106.0
|
|
682.7
|
|
865.2
|
|
||
|
Other
(2)
|
|
8.5
|
|
4.0
|
|
||
|
Consolidated investment account
|
|
3,221.6
|
|
1,246.6
|
|
||
|
Add back:
|
|
|
|
||||
|
Noncontrolling interests
on investments, gross of depreciation and amortization of $6.5 and $4.5
|
|
(1,678.1
|
)
|
(55.1
|
)
|
||
|
Investment account
|
|
$
|
1,543.5
|
|
$
|
1,191.5
|
|
|
(Dollars in millions)
|
|
Commercial
|
|
Multifamily
|
|
Loans Secured by Real Estate
|
|
Residential, Hotel, and Other
|
|
Total
|
||||||||||
|
Western U.S.
|
|
$
|
242.8
|
|
|
$
|
265.2
|
|
|
$
|
84.9
|
|
|
$
|
167.7
|
|
|
$
|
760.6
|
|
|
Japan
|
|
4.1
|
|
|
91.4
|
|
|
—
|
|
|
0.3
|
|
|
95.8
|
|
|||||
|
United Kingdom
|
|
150.5
|
|
(1)
|
—
|
|
|
33.0
|
|
|
—
|
|
|
183.5
|
|
|||||
|
Ireland
|
|
112.4
|
|
|
109.4
|
|
|
79.6
|
|
|
—
|
|
|
301.4
|
|
|||||
|
Subtotal
|
|
$
|
509.8
|
|
|
$
|
466.0
|
|
|
$
|
197.5
|
|
|
$
|
168.0
|
|
|
$
|
1,341.3
|
|
|
KW share of cash held by consolidated investments
(2)
|
|
|
|
|
|
|
|
|
|
202.2
|
|
|||||||||
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,543.5
|
|
||||||||
|
(Dollars in millions)
|
Commercial
|
|
Multifamily
|
|
Loans Secured by Real Estate
|
|
Residential and Other
|
|
Total
|
||||||||||
|
Western U.S.
|
$
|
252.0
|
|
|
$
|
277.8
|
|
|
$
|
112.5
|
|
|
$
|
150.9
|
|
|
$
|
793.2
|
|
|
Japan
|
4.5
|
|
|
91.4
|
|
|
—
|
|
|
0.4
|
|
|
96.3
|
|
|||||
|
United Kingdom
|
108.4
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
135.7
|
|
|||||
|
Ireland
|
102.1
|
|
|
51.4
|
|
|
8.3
|
|
|
—
|
|
|
161.8
|
|
|||||
|
Subtotal
|
$
|
467.0
|
|
|
$
|
420.6
|
|
|
$
|
148.1
|
|
|
$
|
151.3
|
|
|
$
|
1,187.0
|
|
|
KW share of cash held by consolidated investments
|
|
|
|
|
|
|
|
|
4.5
|
|
|||||||||
|
Total
|
|
|
|
|
|
|
|
|
$
|
1,191.5
|
|
||||||||
|
•
|
In February 2014, Kennedy Wilson invested $145.2 million of cash and contributed $58.3 million of assets acquired by the Company during the quarter in the $1.7 billion IPO of KWE.
|
|
•
|
Kennedy Wilson’s investment represented approximately 12.2% of KWE’s total share capital at closing, making Kennedy Wilson the largest initial shareholder of KWE.
|
|
•
|
One of our wholly-owned subsidiaries serves as KWE's external manager, in which capacity Kennedy Wilson will be entitled to receive certain management and performance fees. Due to the terms of the investment management agreement, under U.S. GAAP, we are required to consolidate results of KWE in our financial statements.
|
|
•
|
The Company's total consolidated assets grew to
$4.4 billion
at
March 31, 2014
from
$1.8 billion
at
December 31, 2013
. The increase is primarily related to the consolidation of KWE and certain investments which were previously unconsolidated.
|
|
•
|
During the first quarter, as a result of amending existing operating agreements with one of our equity partners, the Company gained control of six separate unconsolidated investments that hold real estate-related investments located in the United Kingdom and Ireland. The Company has an approximate 50% ownership interest in these investments. As a result of gaining control of these investments, the Company was required to consolidate the assets and liabilities at fair value and recognized an acquisition-related gain of $80.5 million of which $40.3 million was allocated to noncontrolling equity partners.
|
|
•
|
Shareholder equity increased
$184.3 million
or
24%
to
$952.6 million
at
March 31, 2014
from
$768.3 million
at
December 31, 2013
.
|
|
•
|
As of
March 31, 2014
, our investment account was
$1.5 billion
, compared to
$1.2 billion
as of December 31, 2013. The change is comprised of
$377.7 million
of cash contributed to and income earned on investments offset by
$25.7 million
of cash distributed from investments. The Company's
$1.5 billion
investment account represents an approximate
34%
ownership in our
$8.4 billion
investment portfolio (at book value). This portfolio is comprised of 27.9 million square feet of real estate, including
18,027
multifamily units,
114
commercial properties and
371
hotel rooms and
$1.2
billion of loans secured by real estate.
|
|
•
|
During the three months ended
March 31, 2014
, our investments segment achieved EBITDA of
$69.7 million
, a
143%
increase from
$28.7 million
for the same period in 2013.
|
|
•
|
During the three months ended
March 31, 2014
, based on the Company and its equity partners' investments in
14,596
same property multifamily units, total revenues increased
7%
, net operating income increased
9%
and occupancy remained flat at
95%
at the property level from the same period in 2013. In addition, based on the Company and its equity partners' investments in
4.2
million square feet of same property commercial real estate, total revenues increased
6%
, net operating income increased
2%
and occupancy increased
3%
to
85%
at the property level from the same period in 2013.
|
|
•
|
During the first quarter 2014, the Company and its equity partners acquired $797.4 million of real estate related investments, in which the Company invested $347.6 million of equity. These acquisitions include $368.6 million of real estate related investments acquired by KWE.
|
|
•
|
Our investments in the first quarter of 2014 were directed 82% to the United Kingdom and Ireland and 18% to the Western U.S.
|
|
•
|
Investment management, property services and research fees decreased by
3%
to
$13.2 million
for the three months ended
March 31, 2014
from
$13.6 million
for the same period in 2013.
|
|
•
|
During the three months ended
March 31, 2014
, our services segment achieved EBITDA of
$4.1 million
, a
20%
decrease from
$5.1 million
for the same period in 2013.
|
|
•
|
Kennedy Wilson issued and sold 9.2 million shares of common stock, resulting in gross proceeds of $197.3 million during the quarter.
|
|
•
|
Kennedy Wilson completed a public offering of $300.0 million aggregate principal amount of 5.875% Senior Notes due 2024 at a public offering price of 99.068% resulting in gross proceeds of $297.2 million.
|
|
|
|
For the Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
|
(Dollars in millions, except share and per share amounts)
|
|
2014
|
|
2013
|
||||
|
Revenue
|
|
|
|
|
||||
|
Investment management, property services and research fees
|
|
$
|
13.2
|
|
|
$
|
13.6
|
|
|
Rental and hotel
|
|
25.3
|
|
|
6.4
|
|
||
|
Sale of real estate
|
|
11.3
|
|
|
2.4
|
|
||
|
Loans and other
|
|
1.7
|
|
|
0.4
|
|
||
|
Total revenue
|
|
51.5
|
|
|
22.8
|
|
||
|
Operating expenses
|
|
|
|
|
||||
|
Commission and marketing
|
|
1.0
|
|
|
0.5
|
|
||
|
Rental and hotel operating
|
|
14.1
|
|
|
3.1
|
|
||
|
Cost of real estate sold
|
|
9.7
|
|
|
1.9
|
|
||
|
Compensation and related
|
|
20.5
|
|
|
13.6
|
|
||
|
General and administrative
|
|
8.2
|
|
|
5.4
|
|
||
|
Depreciation and amortization
|
|
7.3
|
|
|
3.1
|
|
||
|
Total operating expenses
|
|
60.8
|
|
|
27.6
|
|
||
|
Income from unconsolidated investments, net of depreciation and amortization
|
|
2.8
|
|
|
2.2
|
|
||
|
Operating (loss) income
|
|
(6.5
|
)
|
|
(2.6
|
)
|
||
|
Non-operating income (expense)
|
|
|
|
|
||||
|
Acquisition-related gains
|
|
84.2
|
|
|
9.5
|
|
||
|
Acquisition-related expenses
|
|
(4.0
|
)
|
|
—
|
|
||
|
Interest expense-investment
|
|
(5.3
|
)
|
|
(1.7
|
)
|
||
|
Interest expense-corporate
|
|
(10.5
|
)
|
|
(9.7
|
)
|
||
|
Other income
|
|
0.8
|
|
|
0.2
|
|
||
|
Income (loss) before (provision for) benefit from income taxes
|
|
58.7
|
|
|
(4.3
|
)
|
||
|
(Provision for) benefit from income taxes
|
|
(8.8
|
)
|
|
1.7
|
|
||
|
Net income (loss)
|
|
49.9
|
|
|
(2.6
|
)
|
||
|
Net (income) loss attributable to the noncontrolling interests
|
|
(37.4
|
)
|
|
1.0
|
|
||
|
Preferred stock dividends and accretion of issuance costs
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc common shareholders
|
|
$
|
10.5
|
|
|
$
|
(3.6
|
)
|
|
|
|
|
|
|
||||
|
Consolidated EBITDA
|
|
$
|
107.6
|
|
|
$
|
30.1
|
|
|
Adjusted EBITDA
|
|
$
|
69.2
|
|
|
$
|
31.9
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Net income (loss)
|
|
$
|
49.9
|
|
|
$
|
(2.6
|
)
|
|
Non-GAAP adjustments:
|
|
|
|
|
||||
|
Add back:
|
|
|
|
|
||||
|
Interest expense-investment
|
|
5.3
|
|
|
1.7
|
|
||
|
Interest expense-corporate
|
|
10.5
|
|
|
9.7
|
|
||
|
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
11.0
|
|
|
10.6
|
|
||
|
Depreciation and amortization
|
|
7.3
|
|
|
3.1
|
|
||
|
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
14.8
|
|
|
9.3
|
|
||
|
Provision for (benefit from) income taxes
|
|
8.8
|
|
|
(1.7
|
)
|
||
|
Consolidated EBITDA
|
|
107.6
|
|
|
30.1
|
|
||
|
Add back (less):
|
|
|
|
|
||||
|
Share-based compensation
|
|
1.7
|
|
|
1.8
|
|
||
|
EBITDA attributable to noncontrolling interests, including $2.7 and $1.0 of depreciation, amortization and interest
|
|
(40.1
|
)
|
|
—
|
|
||
|
Adjusted EBITDA to Kennedy Wilson common shareholders
|
|
$
|
69.2
|
|
|
$
|
31.9
|
|
|
|
|
Three months ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Investments
|
|
|
|
|
||||
|
Revenue
|
|
$
|
38.3
|
|
|
$
|
9.2
|
|
|
Operating expenses
|
|
(43.4
|
)
|
|
(15.4
|
)
|
||
|
Income from unconsolidated investments, net of depreciation and amortization
|
|
1.8
|
|
|
2.2
|
|
||
|
Operating (loss) income
|
|
(3.3
|
)
|
|
(4.0
|
)
|
||
|
Other income (expense)
|
|
75.7
|
|
|
8.0
|
|
||
|
Net income
|
|
72.4
|
|
|
4.0
|
|
||
|
Add back:
|
|
|
|
|
||||
|
Interest expense-investment
|
|
5.3
|
|
|
1.7
|
|
||
|
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
10.7
|
|
|
10.6
|
|
||
|
Depreciation and amortization
|
|
7.3
|
|
|
3.1
|
|
||
|
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
14.1
|
|
|
9.3
|
|
||
|
EBITDA attributable to noncontrolling interests, including $2.7 and $1.0 of depreciation, amortization and interest
|
|
(40.1
|
)
|
|
—
|
|
||
|
EBITDA
(1)
|
|
$
|
69.7
|
|
|
$
|
28.7
|
|
|
|
|
Three months ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Services
|
|
|
|
|
||||
|
Investment management, property services and research fees
|
|
$
|
13.2
|
|
|
$
|
13.6
|
|
|
Operating expenses
(2)
|
|
(11.2
|
)
|
|
(8.5
|
)
|
||
|
Income from unconsolidated investments, net of depreciation and amortization
|
|
2.0
|
|
|
5.1
|
|
||
|
Equity in joint venture income
|
|
1.0
|
|
|
—
|
|
||
|
Net income
|
|
3.0
|
|
|
5.1
|
|
||
|
Add back:
|
|
|
|
|
||||
|
Kennedy Wilson's share of interest expense included in unconsolidated investments
|
|
0.4
|
|
|
—
|
|
||
|
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments
|
|
0.7
|
|
|
—
|
|
||
|
EBITDA
(1)
|
|
$
|
4.1
|
|
|
$
|
5.1
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
|
Corporate
|
|
|
|
|
||||
|
Operating expenses
|
|
$
|
(6.2
|
)
|
|
$
|
(3.7
|
)
|
|
Operating loss
|
|
(6.2
|
)
|
|
(3.7
|
)
|
||
|
Interest expense-corporate
|
|
(10.5
|
)
|
|
(9.7
|
)
|
||
|
Loss before benefit from income taxes
|
|
(16.7
|
)
|
|
(13.4
|
)
|
||
|
(Provision for) benefit from income taxes
|
|
(8.8
|
)
|
|
1.7
|
|
||
|
Net loss
|
|
(25.5
|
)
|
|
(11.7
|
)
|
||
|
Add back:
|
|
|
|
|
||||
|
Interest expense-corporate
|
|
10.5
|
|
|
9.7
|
|
||
|
Share-based compensation
|
|
1.7
|
|
|
1.8
|
|
||
|
(Provision for) benefit from income taxes
|
|
8.8
|
|
|
(1.7
|
)
|
||
|
EBITDA
(1)
|
|
$
|
(4.5
|
)
|
|
$
|
(1.9
|
)
|
|
•
|
investment management, including acquisition, asset management and disposition services;
|
|
•
|
property services, including management of commercial real estate for third-party clients, fund investors, and investments held by the Company;
|
|
•
|
research, including consulting practice and data and analytics for the residential real estate development and new home construction industry;
|
|
•
|
auction and conventional sales, including innovative marketing and sales strategies for all types of commercial and residential real estate, including single family homes, mixed-use developments, estate homes, multifamily dwellings, new home projects, conversions and scattered properties;
|
|
•
|
brokerage, including innovative marketing programs tailored to client objectives for all types of investment grade and income producing real estate.
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
(Dollars in millions)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings:
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Investment debt
(2)
|
|
$
|
869.3
|
|
|
$
|
26.9
|
|
|
$
|
317.2
|
|
|
258.0
|
|
|
267.2
|
|
||
|
Subordinated debt
|
|
40.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|||||
|
Senior notes
(3)
|
|
705.0
|
|
|
—
|
|
|
—
|
|
|
350.0
|
|
|
355.0
|
|
|||||
|
Total borrowings
|
|
1,614.3
|
|
|
26.9
|
|
|
317.2
|
|
|
608.0
|
|
|
662.2
|
|
|||||
|
Operating leases
|
|
9.4
|
|
|
2.4
|
|
|
3.3
|
|
|
1.5
|
|
|
2.2
|
|
|||||
|
Total contractual cash obligations
|
|
$
|
1,623.7
|
|
|
$
|
29.3
|
|
|
$
|
320.5
|
|
|
$
|
609.5
|
|
|
$
|
664.4
|
|
|
(1)
|
See notes 8-11 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: nine months ending December 31, 2014 -
$56.5 million
; 1-3 years -
$263.3 million
; 4-5 years -
$130.4 million
; After 5 years -
$220.7 million
. The interest payments on variable rate debt have been calculated using the interest rate in effect at
March 31, 2014
.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
Principal Maturing in:
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
March 31, 2014
|
||||||||||||||||
|
(Dollars in millions)
|
|
|
||||||||||||||||||||||||||||||
|
Interest rate sensitive assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash equivalents
|
|
$
|
1,573.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,573.1
|
|
|
$
|
1,573.1
|
|
|
Average interest rate
|
|
0.02
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.02
|
%
|
|
—
|
|
||||||||
|
Fixed rate receivables
|
|
167.3
|
|
|
8.3
|
|
|
3.6
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
185.1
|
|
|
185.1
|
|
||||||||
|
Average interest rate
|
|
3.10
|
%
|
|
10.71
|
%
|
|
10.26
|
%
|
|
2.16
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
||||||||
|
Variable rate receivables
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
17.1
|
|
||||||||
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
5.17
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
||||||||
|
Total
(1)
|
|
$
|
1,740.4
|
|
|
$
|
8.3
|
|
|
$
|
20.7
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,775.3
|
|
|
$
|
1,775.3
|
|
|
Weighted average interest rate
|
|
0.32
|
%
|
|
10.71
|
%
|
|
6.05
|
%
|
|
2.16
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.44
|
%
|
|
|
|||||||||
|
Interest rate sensitive liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Variable rate borrowings
|
|
$
|
7.0
|
|
|
$
|
104.2
|
|
|
$
|
23.0
|
|
|
$
|
148.9
|
|
|
$
|
63.3
|
|
|
$
|
194.5
|
|
|
$
|
540.9
|
|
|
$
|
551.0
|
|
|
Average interest rate
|
|
3.74
|
%
|
|
5.40
|
%
|
|
2.57
|
%
|
|
3.95
|
%
|
|
4.31
|
%
|
|
4.35
|
%
|
|
4.29
|
%
|
|
—
|
|
||||||||
|
Fixed rate borrowings
|
|
—
|
|
|
2.9
|
|
|
14.4
|
|
|
—
|
|
|
18.2
|
|
|
1,037.9
|
|
|
1,073.4
|
|
|
1,111.8
|
|
||||||||
|
Average interest rate
|
|
—
|
%
|
|
5.00
|
%
|
|
5.91
|
%
|
|
—
|
%
|
|
4.32
|
%
|
|
7.51
|
%
|
|
7.43
|
%
|
|
—
|
|
||||||||
|
Total
|
|
$
|
7.0
|
|
|
$
|
107.1
|
|
|
$
|
37.4
|
|
|
$
|
148.9
|
|
|
$
|
81.5
|
|
|
$
|
1,232.4
|
|
|
$
|
1,614.3
|
|
|
$
|
1,662.8
|
|
|
Weighted average interest rate
|
|
3.74
|
%
|
|
5.38
|
%
|
|
3.85
|
%
|
|
3.95
|
%
|
|
4.31
|
%
|
|
7.01
|
%
|
|
6.38
|
%
|
|
|
|||||||||
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
4.1
|
|
Base Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee.
|
|
|
|
|
|
4.2
|
|
Supplemental Indenture No. 1, dated as of March 25, 2014, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association (incorporated by reference to exhibit 4.2 to the registrant’s current report on Form 8-K filed with the SEC on March 26, 2014).
|
|
|
|
|
|
4.3
|
|
Supplemental Indenture No. 8, dated as of January 16, 2014, among Kennedy-Wilson, Inc., KW UR Investments 1 LLC, KW UR Investments 2 LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to exhibit 4.37 to the registrant’s annual report on Form 10-K filed with the SEC on March 3, 2014).
|
|
|
|
|
|
4.4
|
|
Twentieth Supplemental Indenture, dated as of January 16, 2014, among Kennedy-Wilson, Inc., KW UR Investments 1 LLC, KW UR Investments 2 LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to exhibit 4.28 to the registrant’s annual report on Form 10-K filed with the SEC on March 3, 2014).
|
|
|
|
|
|
4.5
|
|
Supplemental Indenture No. 9, dated as of March 18, 2014, among Kennedy-Wilson, Inc., Country Ridge IX, LLC, KW EU Investors VIII, LLC and Wilmington Trust, National Association, as trustee.
|
|
|
|
|
|
4.6
|
|
Twenty First Supplemental Indenture, dated as of March 18, 2014, among Kennedy-Wilson, Inc., Country Ridge IX, LLC, KW EU Investors VIII, LLC and Wilmington Trust, National Association, as trustee.
|
|
|
|
|
|
31.1
|
|
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer.
|
|
|
|
|
|
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 Chief Executive Officer.
|
|
|
|
|
|
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 Chief Financial Officer.
|
|
|
|
KENNEDY-WILSON HOLDINGS, INC.
|
|
|
|
|
|
|
|
Dated:
|
May 12, 2014
|
By:
|
/
S
/ J
USTIN
E
NBODY
|
|
|
|
|
Justin Enbody
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer
|
|
|
|
|
and Accounting Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|