Company increases quarterly dividend by 9%

Kennedy-Wilson Holdings, Inc. (NYSE:KW) today reported results for 3Q-2021:

YTD

(Amounts in millions, except per share data)

2021

2020

2021

2020

GAAP Results

GAAP Net Income (Loss) to Common Shareholders

$65.9

($25.1

)

$275.7

($77.1

)

Per Diluted Share

0.47

(0.18

)

1.96

(0.55

)

Non-GAAP Results

Adjusted EBITDA

$202.7

$76.3

$740.5

$261.1

Adjusted Net Income

111.9

27.3

423.5

84.1

"Our strong 3Q and year-to-date results reflect the tremendous progress we have made in growing our business over the last 18 months," said William McMorrow, Chairman and CEO of Kennedy Wilson. "We saw exceptional rent growth across our portfolio in 3Q resulting in continued growth in the value of our real estate portfolio. I am also pleased to report that the Board of Directors increased the quarterly dividend by 9% to $0.24 per share."

3Q Highlights

Adjusted EBITDA to $203 Million (vs. $76 Million in 3Q-20):
- KW's share of recurring property NOI, loan income and fees totaled $111 million in 3Q-21, an increase of $9 million from 3Q-20.
- KW's share of gains from the sale of real estate, increases in fair values and promotes totaled $139 million in 3Q-21, an increase of $130 million from 3Q-20.

Assets Under Management (AUM) Grows by 17% to $20.5 Billion (vs. $17.6 Billion at 4Q-20)

Completed $1.8 Billion in Investment Transactions Which Grew Estimated Annual NOI and Fee-Bearing Capital:

	Gross Transaction Value ($ in millions)		Est. Annual NOI To KW ($ in millions)			Fee-Bearing Capital ($ in billions)
As of 2Q-21			$	403		$	4.5
Gross acquisitions and loan investments	$	1,229	17			0.4
Gross dispositions and loan repayments	537		(4		)	(0.1		)
Assets stabilized / (unstabilized)	—		(2		)	—
Operations	—		3			—
FX and other	—		(4		)	—
Total as of 3Q-21	$	1,766	$	413		$	4.8

Estimated Annual NOI Grows by $10 Million to $413 Million:
- Estimated Annual NOI from the stabilized portfolio increased by $10 million to $413 million driven primarily by 3Q acquisition activity.
- Development and lease-up portfolio expected to add approximately $105 million in Estimated Annual NOI upon completion of construction by 2024 and stabilization by 2025.

23% YTD Growth in Fee-Bearing Capital: Fee-Bearing Capital totaled $4.8 billion as of 3Q-21, a 23% increase YTD. In addition, the Company has approximately $2.1 billion in additional non-discretionary capital with certain strategic partners that is currently available for investment.
- 24% Growth in Debt Platform in 3Q: Completed loan investments totaling $440 million and loan repayments totaled $151 million, resulting in 24% growth in 3Q-21. The Company has a 9% ownership in its debt platform, which totals $1.6 billion of outstanding loans (including $140 million of future funding commitments) and $1.3 billion of Fee-Bearing Capital as of quarter-end.

Multifamily and Office Same Property Performance⁽¹⁾:

	3Q - 2021 vs. 3Q - 2020			YTD - 2021 vs. YTD - 2020
	Occupancy	Revenue	NOI	Occupancy	Revenue	NOI
Multifamily - Market Rate	0.7%	7.1%	10.4%	0.6%	2.0%	1.6%
Multifamily - Affordable	0.5%	4.3%	3.3%	1.6%	3.2%	2.0%
Office	(1.3)%	2.0%	3.6%	(1.3)%	5.1%	6.3%
Total		5.1%	6.9%		3.2%	3.4%
^{(1) Excludes minority-held investments}

3Q-21 Investment Activity

Capital Allocation:

In 3Q-21, the Company invested $295 million of cash, allocating 76% to new investments, 16% to capex and development initiatives, and 8% to share repurchases.

For YTD-21, the Company invested $868 million of cash, allocating 78% to new investments, 17% to capex and development initiatives, and 5% to share repurchases.

3Q Acquisitions and Loan Investments Add $17 Million of Estimated Annual NOI:
- Western U.S. Multifamily Expansion: Acquired two wholly-owned multifamily properties in Seattle, Washington and one wholly-owned property in the greater Denver, Colorado region totaling 879 units for $399 million, adding $14 million in Est. Annual NOI to KW.
- Co-investment Portfolio: Acquired $390 million of real estate investments in which KW has a 12% ownership in, which added $2 million of Est. Annual NOI to KW.

3Q Dispositions Totaled $383 Million, Including the Following Key Dispositions:
- The Company sold $295 million of investments from its co-investment portfolio, in which it had a weighted-average ownership of 6%. The dispositions resulted in total cash profit of $128 million to KW and its partners over the ownership period. The Company's share of the profit, including promote, was approximately $14 million over the ownership period.

Balance Sheet and Capital Markets

$1.3 Billion in Cash and Lines of Credit: As of September 30, 2021, Kennedy Wilson had a total of $841 million⁽¹⁾ in cash and cash equivalents and $500 million of capacity on its undrawn revolving line of credit. In 4Q-21, the Company fully redeemed the remaining $296 million outstanding of its 3.95% sterling-denominated Kennedy Wilson Europe unsecured bonds maturing in 2022.

Unsecured Debt Transactions:
- The Company issued $600 million of 4.75% unsecured senior notes due 2030. The proceeds were used to fully repay $289 million outstanding on its revolving line of credit in 3Q-21 and to fully redeem the remaining $296 million outstanding of its 3.95% sterling-denominated Kennedy Wilson Europe unsecured bonds maturing in 2022, which was repaid in 4Q-21.

Debt Profile: Pro-forma for the 4Q-21 debt repayment described above, Kennedy Wilson's share of debt had a weighted average interest rate of 3.6% per annum and a weighted-average maturity of 6.5 years. Approximately 89% of our debt is either fixed or hedged with interest rate caps.
Share Repurchase Program⁽²⁾: In 3Q-21, Kennedy Wilson repurchased 1.2 million shares for $25 million at a weighted-average price of $21.55 per share. As of September 30, 2021, the Company had $213 million remaining available under its $500 million share repurchase plan. Since the launch of the plan in March 2018, the Company has repurchased 15.7 million shares, or approximately 10% of its outstanding share count, for $287 million at a weighted-average price of $18.22 per share.

9% Dividend Increase: The Company announced a 9% increase in the common dividend per share to $0.24 per quarter, or $0.96 on an annualized basis.

Footnotes

⁽¹⁾

Represents consolidated cash and includes $340 million of restricted cash, which is included in cash and cash equivalents. The Company's share of cash, including unconsolidated joint-ventures, totals $955 million.

⁽²⁾

Future purchases under the program may be made in the open market, in privately negotiated transactions, through the net settlement of the company's restricted stock grants or otherwise, with the amount and timing of the repurchases dependent on market conditions and subject to the Company's discretion. The program does not obligate the Company to repurchase any specific number of shares and, subject to compliance with applicable laws, may be suspended or terminated at any time without prior notice.

Conference Call and Webcast Details

Kennedy Wilson will hold a live conference call and webcast to discuss results at 7:00 a.m. PT/ 10:00 a.m. ET on Thursday, November 4. The direct dial-in number for the conference call is (844) 340-4761 for U.S. callers and (412) 717-9616 for international callers. A replay of the call will be available for one week beginning one hour after the live call and can be accessed by (877) 344-7529 for U.S. callers and (412) 317-0088 for international callers. The passcode for the replay is 10160706.

The webcast will be available at: https://services.choruscall.com/links/kw211104cCHqAWtJ.html. A replay of the webcast will be available one hour after the original webcast on the Company's investor relations web site for three months.

About Kennedy Wilson

Kennedy Wilson (NYSE:KW) is a leading global real estate investment company. We own, operate, and invest in real estate both on our own and through our investment management platform. We focus on multifamily and office properties located in the Western U.S., UK, and Ireland. For further information on Kennedy Wilson, please visit www.kennedywilson.com.

Kennedy-Wilson Holdings, Inc. Consolidated Balance Sheets (Unaudited) (Dollars in millions)

	September 30, 2021			December 31, 2020
Assets
Cash and cash equivalents	$	840.8		$	965.1
Accounts receivable	43.2			47.9
Real estate and acquired in place lease values (net of accumulated depreciation and amortization of $802.7 and $815.0)	4,836.9			4,720.5
Unconsolidated investments (including $1,583.8 and $1,136.5 at fair value)	1,737.9			1,289.3
Other assets	189.4			199.1
Loan purchases and originations	126.4			107.1
Total assets	$	7,774.6		$	7,329.0

Liabilities
Accounts payable	$	13.1		$	30.1
Accrued expenses and other liabilities	549.5			531.7
Mortgage debt	2,674.3			2,589.8
KW unsecured debt	1,775.7			1,332.2
KWE unsecured bonds	929.1			1,172.5
Total liabilities	5,941.7			5,656.3
Equity
Cumulative perpetual preferred stock	295.2			295.2
Common stock	—			—
Additional paid-in capital	1,702.0			1,725.2
Retained earnings	196.3			17.7
Accumulated other comprehensive loss	(393.7		)	(393.6		)
Total Kennedy-Wilson Holdings, Inc. shareholders' equity	1,799.8			1,644.5
Noncontrolling interests	33.1			28.2
Total equity	1,832.9			1,672.7
Total liabilities and equity	$	7,774.6		$	7,329.0

Kennedy-Wilson Holdings, Inc. Consolidated Statements of Operations (Unaudited) (Dollars in millions, except share amounts and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue
Rental	$	96.1		$	102.2		$	279.7		$	308.8
Hotel	6.2			3.1			9.2			10.4
Investment management and property services fees	9.7			8.9			27.1			25.2
Loans and other	2.4			1.3			6.2			1.5
Total revenue	114.4			115.5			322.2			345.9
Expenses
Rental	32.4			33.5			97.8			102.2
Hotel	3.7			2.7			7.8			10.9
Commission and marketing	0.1			0.9			0.7			2.5
Compensation and related (includes $6.9 and $7.6 and $21.9 and $24.5 of share-based compensation)	40.2			26.3			123.5			85.1
General and administrative	8.9			8.6			24.7			26.1
Depreciation and amortization	39.2			44.3			125.3			135.1
Total expenses	124.5			116.3			379.8			361.9
Income from unconsolidated investments	143.1			14.9			213.9			45.0
Gain on sale of real estate, net	15.0			4.0			417.0			47.7
Transaction-related expenses	—			(0.1		)	(0.4		)	(0.6		)
Interest expense	(45.3		)	(50.8		)	(141.4		)	(150.0		)
Loss on early extinguishment of debt	—			—			(38.6		)	(1.3		)
Other income (loss)	0.4			0.3			(2.6		)	0.2
Income / (loss) before benefit from (provision for) income taxes	103.1			(32.5		)	390.3			(75.0		)
(Provision for) benefit from income taxes	(30.6		)	12.8			(98.2		)	10.3
Net income (loss)	72.5			(19.7		)	292.1			(64.7		)
Net (income) loss attributable to noncontrolling interests	(2.3		)	(1.1		)	(3.5		)	0.5
Preferred dividends	(4.3		)	(4.3		)	(12.9		)	(12.9		)
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	65.9		$	(25.1	)	$	275.7		$	(77.1	)
Basic earnings (loss) per share
Earnings (loss) per share	$	0.48		$	(0.18	)	$	1.98		$	(0.55	)
Weighted average shares outstanding	138,934,754			140,119,442			138,989,733			140,181,438
Diluted earnings (loss) per share
Earnings (loss) per share	$	0.47		$	(0.18	)	$	1.96		$	(0.55	)
Weighted average shares outstanding	139,437,126			140,119,442			140,565,582			140,181,438
Dividends declared per common share	$	0.22		$	0.22		$	0.66		$	0.66

⁽¹⁾Includes impact of the Company allocating income and dividends per basic and diluted share to participating securities.

Kennedy-Wilson Holdings, Inc. Adjusted EBITDA (Unaudited) (Dollars in millions)

The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted EBITDA, using Kennedy Wilson's pro-rata share amounts for each adjustment item.
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2021		2020			2021		2020
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	65.9	$	(25.1	)	$	275.7	$	(77.1	)
Non-GAAP adjustments:
Add back (Kennedy Wilson's Share)⁽¹⁾:
Interest expense	55.9		57.5			167.3		172.4
Loss on early extinguishment of debt	—		—			38.6		1.3
Depreciation and amortization	39.1		44.8			125.9		136.7
Provision for (benefit from) income taxes	30.6		(12.8		)	98.2		(9.6		)
Preferred dividends	4.3		4.3			12.9		12.9
Share-based compensation	6.9		7.6			21.9		24.5
Adjusted EBITDA	$	202.7	$	76.3		$	740.5	$	261.1

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

The table below provides a detailed reconciliation of net income to Adjusted EBITDA.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Net income (loss)	$	72.5		$	(19.7	)	$	292.1		$	(64.7	)
Non-GAAP adjustments:
Add back:
Interest expense	45.3			50.8			141.4			150.0
Loss on early extinguishment of debt	—			—			38.6			1.3
Kennedy Wilson's share of interest expense included in unconsolidated investments	11.2			7.5			28.0			24.7
Depreciation and amortization	39.2			44.3			125.3			135.1
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments	1.1			1.7			4.2			5.2
Provision for (benefit from) income taxes	30.6			(12.8		)	98.2			(10.3		)
Kennedy Wilson's share of taxes included in unconsolidated investments	—			—			—			1.1
Share-based compensation	6.9			7.6			21.9			24.5
EBITDA attributable to noncontrolling interests⁽¹⁾	(4.1		)	(3.1		)	(9.2		)	(5.8		)
Adjusted EBITDA	$	202.7		$	76.3		$	740.5		$	261.1

⁽¹⁾

EBITDA attributable to noncontrolling interest includes $1.2 million and $1.2 million of depreciation and amortization, $0.6 million and $0.8 million of interest, and $0.0 million and $0.0 million of taxes, for the three months ended September 30, 2021 and 2020, respectively. EBITDA attributable to noncontrolling interest includes $3.6 million and $3.6 million of depreciation and amortization, $2.1 million and $2.3 million of interest, and $0.0 million and $0.4 million of taxes, for the nine months ended September 30, 2021 and 2020, respectively.

Kennedy-Wilson Holdings, Inc. Adjusted Net Income (Unaudited) (Dollars in millions, except share data)

The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted Net Income, using Kennedy Wilson's pro-rata share amounts for each adjustment item.
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2021		2020			2021		2020
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders	$	65.9	$	(25.1	)	$	275.7	$	(77.1	)
Non-GAAP adjustments:
Add back (Kennedy Wilson's Share)⁽¹⁾:
Depreciation and amortization	39.1		44.8			125.9		136.7
Share-based compensation	6.9		7.6			21.9		24.5
Adjusted Net Income	$	111.9	$	27.3		$	423.5	$	84.1

Weighted average shares outstanding for diluted	139,437,126		140,119,442			140,565,582		140,181,438

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

The table below provides a detailed reconciliation of net income to Adjusted Net Income.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss)	$	72.5	$	(19.7)	$	292.1	$	(64.7)
Non-GAAP adjustments:
Add back (less):
Depreciation and amortization	39.2		44.3		125.3		135.1
Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments	1.1		1.7		4.2		5.2
Share-based compensation	6.9		7.6		21.9		24.5
Preferred dividends	(4.3)		(4.3)		(12.9)		(12.9)
Net income attributable to the noncontrolling interests, before depreciation and amortization⁽¹⁾	(3.5)		(2.3)		(7.1)		(3.1)
Adjusted Net Income	$	111.9	$	27.3	$	423.5	$	84.1

Weighted average shares outstanding for diluted	139,437,126		140,119,442		140,565,582		140,181,438

⁽¹⁾	Includes $1.2 million and $1.2 million of depreciation and amortization for the three months ended September 30, 2021 and 2020, respectively, and $3.6 million and $3.6 million of depreciation and amortization for the nine months ended September 30, 2021 and 2020, respectively.

Forward-Looking Statements

Statements made by us in this report and in other reports and statements released by us that are not historical facts constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are necessarily estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as "believe," "anticipate," "estimate," "intend," "may," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties may include the factors and the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the "SEC"), including the Item 1A. "Risk Factors" sections of each our Annual Report on Form 10-K for the year ended December 31, 2020, as amended by our subsequent filings with the SEC. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed in our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

Common Definitions

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

"Adjusted EBITDA" represents net income before interest expense, loss on early extinguishment of debt, our share of interest expense included in unconsolidated investments, depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation, and EBITDA adjustments attributable to noncontrolling interests.

Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at www.kennedywilson.com. Our management uses Adjusted EBITDA to analyze our business because it adjusts net income for items we believe do not accurately reflect the nature of our business going forward or that relate to non-cash compensation expense or noncontrolling interests. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations. However, Adjusted EBITDA is not a recognized measurement under GAAP and when analyzing our operating performance, readers should use Adjusted EBITDA in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow for our management's discretionary use, as it does not remove all non-cash items (such as acquisition-related gains) or consider certain cash requirements such as tax and debt service payments. The amount shown for Adjusted EBITDA also differs from the amount calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.

"Adjusted Fees" refers to Kennedy Wilson's gross investment management, property services and research fees adjusted to include Kennedy Wilson's share of fees eliminated in consolidation, Kennedy Wilson's share of fees in unconsolidated service businesses and performance fees included in unconsolidated investments. Our management uses Adjusted fees to analyze our investment management and real estate services business because the measure removes required eliminations under GAAP for properties in which the Company provides services but also has an ownership interest. These eliminations understate the economic value of the investment management, property services and research fees and makes the Company comparable to other real estate companies that provide investment management and real estate services but do not have an ownership interest in the properties they manage. Our management believes that adjusting GAAP fees to reflect these amounts eliminated in consolidation presents a more holistic measure of the scope of our investment management and real estate services business.

"Adjusted Net Income" represents net income (loss) before depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, share-based compensation, preferred dividends and net income attributable to noncontrolling interests, before depreciation and amortization. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at www.kennedywilson.com.

"Annual Return on Loans" is a metric that applies to our real estate debt business that represents the sum of annual interest income, transaction fees and the payback of principal for discounted loan purchases, amortized over the life of the loans and divided by the principal balances of the loans.

"Cap rate" represents the net operating income of an investment for the year preceding its acquisition or disposition, as applicable, divided by the purchase or sale price, as applicable. Cap rates set forth in this presentation only includes data from income-producing properties. We calculate cap rates based on information that is supplied to us during the acquisition diligence process. This information is not audited or reviewed by independent accountants and may be presented in a manner that is different from similar information included in our financial statements prepared in accordance with GAAP. In addition, cap rates represent historical performance and are not a guarantee of future NOI. Properties for which a cap rate is provided may not continue to perform at that cap rate.

"Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers.

"Estimated Annual NOI" is a property-level non-GAAP measure representing the estimated annual net operating income from each property as of the date shown, inclusive of rent abatements (if applicable). The calculation excludes depreciation and amortization expense, and does not capture the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements, and leasing commissions necessary to maintain the operating performance of our properties. For the Company's hotel portfolio, the Company provides a trailing-12 month NOI of $9.0 million, which excludes the period during which the hotel was fully closed due to restrictions related to the COVID-19 pandemic. Additionally, for assets wholly-owned and fully occupied by KW, the Company provides an estimated NOI for valuation purposes of $4.1 million, which includes an assumption for applicable market rents. Any of the enumerated items above could have a material effect on the performance of our properties. Also, where specifically noted, for properties purchased in 2021, the NOI represents estimated Year 1 NOI from our original underwriting. Estimated year 1 NOI for properties purchased in 2021 may not be indicative of the actual results for those properties. Estimated annual NOI is not an indicator of the actual annual net operating income that the Company will or expects to realize in any period. Please also see the definition of "Net operating income" below. The Company does not provide a reconciliation for estimated annual NOI to its most directly comparable forward-looking GAAP financial measure, because it is unable to provide a meaningful or accurate estimation of each of the component reconciling items, and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact estimated annual NOI, including, for example, the sale of real estate that have not yet occurred and other items and are out of the Company's control. For the same reasons, the Company is unable to meaningfully address the probable significance of the unavailable information and believes that providing a reconciliation for estimated annual NOI would imply a degree of precision as to its forward-looking net operating income that would be confusing or misleading to investors.

"Fee-Bearing Capital" represents total third-party committed or invested capital that we manage in our joint-ventures and commingled funds that entitle us to earn fees, including without limitation, asset management fees, construction management fees, acquisition and disposition fees and/or promoted interest, if applicable.

"Gross Asset Value" refers to the gross carrying value of assets, before debt, depreciation and amortization, and net of noncontrolling interests.

"Internal Rate of Return" ("IRR") is based on cumulative contributions and distributions to Kennedy Wilson on each investment that has been sold and is the leveraged internal rate of return on equity invested in the investment. The IRR measures the return to Kennedy Wilson on each investment, expressed as a compound rate of interest over the entire investment period. This return does take into account carried interest, if applicable, but excludes management fees, organizational fees, or other similar expenses.·

"Net operating income" or "NOI" is a non-GAAP measure representing the income produced by a property calculated by deducting certain property expenses from property revenues. Our management uses net operating income to assess and compare the performance of our properties and to estimate their fair value. Net operating income does not include the effects of depreciation or amortization or gains or losses from the sale of properties because the effects of those items do not necessarily represent the actual change in the value of our properties resulting from our value-add initiatives or changing market conditions. Our management believes that net operating income reflects the core revenues and costs of operating our properties and is better suited to evaluate trends in occupancy and lease rates. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at www.kennedywilson.com.

"Noncontrolling interests" represents the portion of equity ownership in a consolidated subsidiary not attributable to Kennedy Wilson.

"Pro-Rata" represents Kennedy Wilson's share calculated by using our proportionate economic ownership of each asset in our portfolio. Please also refer to the pro-rata financial data in our supplemental financial information.

"Property NOI" or "Property-level NOI" is a non-GAAP measure calculated by deducting the Company's Pro-Rata share of rental and hotel property expenses from the Company's Pro-Rata rental and hotel revenues. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at www.kennedywilson.com.

"Real Estate Assets under Management" ("AUM") generally refers to the properties and other assets with respect to which we provide (or participate in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures. Our AUM is principally intended to reflect the extent of our presence in the real estate market, not the basis for determining our management fees. Our AUM consists of the total estimated fair value of the real estate properties and other real estate related assets either owned by third parties, wholly-owned by us or held by joint ventures and other entities in which our sponsored funds or investment vehicles and client accounts have invested. Committed (but unfunded) capital from investors in our sponsored funds is not included in our AUM. The estimated value of development properties is included at estimated completion cost.

"Return on Equity" is a ratio calculated by dividing the net cash distributions of an investment to Kennedy Wilson, after the cost of leverage, if applicable, by the total cash contributions by Kennedy Wilson over the lifetime of the investment.

"Same property" refers to properties in which Kennedy Wilson has an ownership interest during the entire span of both periods being compared. The same property information presented throughout this report is shown on a cash basis and excludes non-recurring expenses. This analysis excludes properties that are either under development or undergoing lease up as part of our asset management strategy.

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

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

KW-IR

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Kennedy Wilson Reports Third Quarter 2021 Results