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355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234  Fax +1.213.891.8763

www.lw.com

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June 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, D.C. 20549

Attention:    William Demarest

     Isaac Esquivel

Re:    Kennedy-Wilson Holdings, Inc.

    Form 10-K for the Year Ended December 31, 2022

Form 10-K for the fiscal year ended December 31, 2023

File No. 001-33824

To the addressees set forth above:

This letter is being submitted on behalf of Kennedy-Wilson Holdings, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance, Office of Real Estate & Construction, of the Securities and Exchange Commission, dated April 4, 2024 (the “Comment Letter”), with respect to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022 and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. For ease of review, we have set forth below each of the numbered comments of the Comment Letter and the Company’s responses thereto. The responses in this letter are based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023

June 5, 2024

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Item 8. Financial Statements and Supplemental Data

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Unconsolidated Investments, page 77

1.We note your response to prior comment 2, as well as your disclosure that in following the guidance set forth in ASC Topic 606 and ASC Topic 323, these performance allocations are included as a component of the total income from unconsolidated investments in the accompanying consolidated statements of income. Please further clarify the specific guidance in ASC Topic 606 that you are following. We note that in Question 3 of FASB's Revenue Recognition Implementation Q&As, its staff expressed the view that such incentive-based capital allocations are within the scope of Topic 606. It appears that your arrangements, which include asset management fees and performance allocations are similar to the arrangement described in Example 25 in Topic 606. Please explain to us in greater detail how you considered this guidance and each of the considerations presented by the FASB staff in Question 3 in determining that your performance allocation should be presented as a component of income from unconsolidated investments, and not revenue.

Response: The Company acknowledges that the FASB staff expressed the view that “performance-based capital allocations” are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) in Question 3 of the FASB’s Revenue Recognition Implementation Q&A’s (“Question 3”).  The Company considered this guidance in detail.  More particularly, in the introductory paragraph of Question 3 the FASB staff’s view is fundamentally based on the assumption that “[t]he fees are provided to compensate the asset manager for its services and performance in managing the fund.”  The fundamental assumption of the FASB staff identified in the previous sentence also underpins the three specific considerations that are discussed in items (a)–(c) of Question 3 and in Example 25 of Topic 606 (“Example 25”).    As noted in Question 3, the SEC staff observer at the TRG meeting indicated “that he anticipates the SEC would accept an application of Topic 606 for those arrangements.  However, the observer noted that there may be a basis for following an ownership model. (emphasis added)”.  The Company considered the FASB staff’s guidance in Question 3 and determined, based on the Company’s specific facts and circumstances, that the Company should follow an ownership model, as suggested by the SEC staff observer.

In accordance with the ownership model, the Company advises the Staff that it presents its carried interests that are generated from its unconsolidated investments as income (loss) from equity method investments relying on the literature in both ASC Topic 323, Investments-Equity Method and Joint Ventures (“Topic 323”) and Topic 606.  Topic 606 specifically excludes equity method and joint venture investments from the revenue recognition literature and defers the same to the guidance set forth in Topic 323.  In coming to its conclusion, the Company specifically looked to follow the literature provided in Topic 323 (specifically ASC Topic 323-10-45-1 (“Topic 323-10-45-1”), which states “an investor’s share of earnings or losses from its investment shall be shown in its income statement as a single amount.” In addition, Topic 323 requires that “for purposes of applying the equity method of accounting to an investee subject to

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guidance in an industry-specific Topic, an entity shall retain the industry-specific guidance applied by that investee.”   The Company notes to the Staff that, to the best of its knowledge, “industry practice” among real estate asset managers has largely adopted an ownership model when accounting for investments (including any related performance allocations) under Topic 323.  The Company further acknowledges that it appears that industry practice among real estate asset managers is to separate out embedded performance allocations and present associated amounts within revenue, even though the investments (including embedded performance allocations) are accounted for under an ownership model under Topic 323 and are computed under a fair value basis.

The Company’s unique facts and circumstances differentiate it from a conventional real estate asset manager, providing compelling support for its accounting position to account for its carried interests under Topic 323.

First, unlike a conventional asset manager, the Company’s principal source of revenue is not from its fees or carried interests.  The Company’s principal source of revenue is from its rental and related income from its consolidated real estate and real estate debt operations (“Real Estate Operating Revenue”) (approximately 90% of its consolidated revenue for the year ended December 31, 2023 was generated from Real Estate Operating Revenue).  In addition to revenue generated from Real Estate Operating Revenue, an additional approximately 10% of its consolidated revenue for the year ended December 31, 2023 was generated from the Company’s various fees computed and accounted for under Topic 606 (without any impact from fair value accounting) that it earns from its commingled funds and co-investment business as discussed further below.  The Company’s consolidated revenues computed and accounted for under Topic 606 represent 9, 26 and 4 times the reported carried interests from unconsolidated investments for the years ended December 31, 2023, 2022 and 2021, respectively.   Unlike a conventional real estate asset manager that derives substantially all of its revenue from its fees and performance allocations (which may have a bearing on reporting its performance allocations as revenue even though it accounts for the same under an ownership model), the Company’s principal activity (operationally and financially) is as a real estate owner and operator.  In coming to its conclusion, the Company also took into consideration the fact that presenting carried interests (which are volatile and significantly influenced by fair value adjustments and other factors detached from the real estate operations’ performance) together with revenues computed and presented under Topic 606 could otherwise obscure the clarity of such revenues.

Second, the Company’s carried interests that it records from both its commingled fund and co-investment structures (as described in detail below) are structured and categorized as “carried interests” as they are specifically related to equity at risk and realized upon the disposition of the investment.  In evaluating the Staff’s question and reviewing its prior correspondence on the topic, the Company believes it would be helpful to provide additional clarity and detail with respect to the two different types of structures that exist in the Company’s unconsolidated investments: (i) commingled fund structures; and (ii) co-investment structures:

•Commingled Funds:  As further described in detail below, the Company submits to the Staff that the commingled funds that it manages and sponsors are “investment

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companies” under Topic 946, Financial Services – Investment Companies (“Topic 946”), which considers the provision of investment services to the limited partners as a fundamental characteristic of an “investment company” under Topic 946.  The Company’s investments in such structures are accounted for under Topic 323.  As set forth in further detail below, even though there is a service element tied to the Company’s carried interests under such structures, as an “investment company,” Topic 946 requires the investee to carry its investments at fair value and Topic 323 requires the Company to retain the industry specific accounting and to recognize the changes in the fair value of the underlying investment “in its income statement as a single amount.”

•Co-Investments: As further described in detail below, the Company submits to the Staff that unlike its commingled fund structures, the co-investment structures do not provide for investment management services, and accordingly, the Company has concluded that such structures are not investment companies under Topic 946.   The Company further advises the Staff that its set of unique facts and circumstances that are specific to its co-investment structures led the Company to conclude that its carried interests are not paid as remuneration with respect to a “performance obligation” as covered under Topic 606.   Accordingly, the Company submits to the Staff that the underlying assumption that it is earning a “fee” for its investment management services that is fundamental to the FASB staff’s view that such allocations are within the scope of Topic 606 as provided in Question 3, is not applicable as it relates to the Company’s co-investment structures, as discussed in detail below.

As discussed further below, the Company acknowledges that it can further expand its disclosure in future filings to (i) provide additional information with respect to the two broad types of structures that make up its unconsolidated investments; and (ii) modify its nomenclature of its carried interest from these two structures from its current “performance allocations” to “carried interests” for the reasons described below.

Commingled Funds

Structure

The Company operates and manages certain commingled funds that are structured and documented as market standard closed-end real estate investment funds that use a limited partnership structure.  Each commingled fund has several limited partners (generally institutional investors) who perform extensive due diligence mostly on the Company itself (as the fund/investment manager) prior to making capital commitments for the Company to invest, manage and generate returns.  The Company distinguishes asset management from investment management services below and provides both services for each of the commingled funds (with a goal of generating capital gains and income) and invests a small amount, approximately 10%, of the total equity commitment.  Although the Company does not retain sufficient rights to consolidate the commingled funds in its consolidated financial statements under ASC Topic 810, Consolidation, following completion of the limited partner’s due diligence on the Company as the fund/investment manager, the commingled fund’s limited partners rely on the Company’s

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investment management of the Fund and accordingly are only passively involved relative to the purchase, management and sale of the underlying investments made by the fund.

Analysis

As mentioned above, the Company has concluded that the commingled funds that it sponsors and manage are “investment companies” as defined under Topic 946.   The Company accounts for its investments and carried interests in its commingled funds under an ownership model under Topic 323.  The Company acknowledges that under Topic 946, one of the two fundamental characteristics of an “investment company” is that its general partner or managing member obtains funds from one or more investors and provides the investor(s) with investment management services.  The Company further acknowledges that under its commingled fund structures, given that its limited partners are only passively involved relative to the purchase, management and sale of the underlying investments made by the commingled fund, investment management services are being provided by the Company to its limited partners and that these investment management services are compensated in the form of carried interests.  These investment management services and the associated carried interests are separate and distinct from the asset management services the Company may provide and may be compensated for outside of carried interests.  In other words, specifically with respect to its commingled fund structures, the fundamental assumption by the FASB staff, namely that the Company is being compensated for services as set forth in Question 3 and Example 25 in Topic 606 (“Example 25”), applies and is relevant.  The Company submits to the Staff, however, that Topic 946 requires the commingled fund (as an investment company) to carry its investments at fair value and Topic 323 requires the Company to recognize the changes in the fair value of the underlying investment in its income statement as a single amount.  Under Topic 323, the Company’s equity in income (for both its equity and carried interests) is computed and recorded based upon changes in the carrying value of its equity in the fund which is reported at fair value under Topic 946 as of the applicable reporting period.  The Company advises the Staff that additional clarifying disclosure in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, would be beneficial and undertakes to include disclosure under the heading “Unconsolidated Investments” in future filings substantially in the form set forth in Annex A hereto.  In addition to its compensation for investment management services as discussed above, the Company is compensated separately for its asset management services and such fees are computed and presented under Topic 606.

Also as noted above, the Company believes that the prevalent practice of conventional asset managers follows the ownership model referenced by the SEC staff in Question 3, which includes computing the performance allocation under a hypothetical liquidation at fair value and then reporting the asset manager’s performance allocations under revenue, separate from Topic 606 revenue, and separate from its equity income pickup.  However, as noted above, a significant difference between such conventional real estate asset managers and the Company is that the Company’s principal source of revenue is not from fees or carried interests.  The Company’s principal source of revenue is from its Real Estate Operating Revenue, which represents 12, 26 and 8 times the carried interests from its commingled funds for the years ended December 31, 2023, 2022 and 2021, respectively.  Therefore, the Company