Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

EQUITY

EQUITY

Preferred Stock

On June 16, 2023, the Company announced the issuance of its $200 million perpetual preferred stock to Fairfax. Under the terms of the agreement, Fairfax purchased $200 million in cumulative perpetual preferred stock carrying a 6.00% annual dividend rate and 7-year warrants for approximately 12.3 million common shares with an initial exercise price of $16.21 per share.

The preferred stock described above is callable by Kennedy Wilson at any time. The cumulative perpetual preferred stock is treated as permanent equity in accordance with ASC Topic 480, Distinguishing Liabilities from Equity.

At-the-Market Equity Offering Program

In May 2022, the Company established an at-the-market equity offering program (the “ATM Program”) pursuant to which it may issue and sell shares of the Company’s common stock having an aggregate gross sales price of up to $200.0 million in amounts and at times as the Company determines from time to time. During the three months ended March 31, 2024, the Company did not issue any shares under the ATM Program. The ATM program is available through the Company's current shelf registration which expires in March 2025 and the Company has $169.9 million of capacity remaining.

The Company has no obligation to sell any of such shares under its ATM Program. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading

price of its common stock, the Company's determination of the appropriate sources of funding for the Company, and potential uses of funding available.

Dividend Distributions    

Kennedy Wilson declared and paid the following cash distributions on its preferred and common stock:

	Three Months Ended March 31, 2024				Three Months Ended March 31, 2023
(Dollars in millions)	Declared		Paid		Declared		Paid
Preferred Stock	$	10.9	$	10.9	$	7.9	$	7.9
Common Stock(1)	33.1		34.1		33.4		35.6

(1) The difference between declared and paid is the amount accrued on the consolidated balance sheets.

Share-based Compensation    

    During the three months ended March 31, 2024 and 2023, Kennedy Wilson recognized $5.2 million and $7.1 million of compensation expense, respectively, related to the amortization of grant date fair values of restricted stock grants.

Common Stock Repurchase Program

    On November 4, 2020, the Company's board of directors authorized an expansion of its existing $250.0 million share repurchase plan to $500 million. Repurchases 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 repurchases dependent on market conditions and subject to the company’s discretion. 

    During the three months ended March 31, 2024, Kennedy Wilson repurchased and retired 882,454 shares on the open market for $7.5 million under the previous stock repurchase program for an average price of $8.50 per share. During the three months ended March 31, 2023, Kennedy Wilson did not repurchase any shares under the stock repurchase program. There is $115.3 million remaining under the stock repurchase program.

    Generally, upon vesting, the restricted stock granted to employees is net share-settled such that the Company will withhold shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remit the cash to the appropriate taxing authorities. The restricted shares that vested during three months ended March 31, 2024 and 2023 were net-share settled. The total shares withheld during the three months ended March 31, 2024 and 2023 were 129,011 shares and 1,046,430 shares, respectively. During the three months ended March 31, 2024 and 2023, total payments for the employees’ tax obligations to the taxing authorities for the shares which were net-share settled were $1.6 million and $13.4 million, respectively. These activities are reflected as a financing activity within Kennedy Wilson's consolidated statements of cash flows.

    Accumulated Other Comprehensive (Loss) Income

    The following table summarizes the changes in each component of accumulated other comprehensive (loss) income, net of taxes from December 31, 2023 to March 31, 2024:

(Dollars in millions)	Foreign Currency Translation		Currency Derivative Contracts		Interest Rate Swaps		Total Accumulated Other Comprehensive Loss(1)
Balance at December 31, 2023	$	(125.7)	$	76.5	$	3.2	$	(46.0)
Unrealized (losses) gains, arising during the period	(17.6)		10.6		—		(7.0)
Deferred taxes on unrealized losses (gains), arising during the period	0.2		(0.8)		—		(0.6)
Amounts reclassified out of AOCI during the period, gross	9.5		(0.7)		—		8.8
Amounts reclassified out of AOCI during the period, tax	(4.2)		0.6		—		(3.6)
Noncontrolling interests	0.1		—		—		0.1
Balance at March 31, 2024	$	(137.7)	$	86.2	$	3.2	$	(48.3)

(1) Excludes $358.4 million of inception to date accumulated other comprehensive losses associated with noncontrolling interest holders of KWE that the Company was required to record as part of the KWE Transaction in October 2017.