What changed in this filing

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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-19 · 501 added, 486 removed, 1229 unchanged (45% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its goals under all potential future conditions.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31 , 2021 , based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2020 of the Company and our report dated February 19, 2021 expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31 , 2021 , of the Company and our report dated February 22, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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OTHER INFORMATION

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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Consolidated Financial Statements as of December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm F- 1

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets F- 3

Consolidated Statements of Operations F- 4

Consolidated Statements of Comprehensive Loss F- 5

Consolidated Statements of Comprehensive Income (Loss) F- 5

Consolidated Statements of Equity F- 6

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1-38004) filed on February 2, 2022).

4.1 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 10-K (File No.

1-38004) filed on February 19, 2020).

4.2 Indenture, dated as of January 10, 2017, between Starwood Waypoint Homes and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No.

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4.4 First Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017).

4.4 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 10-K (File No.

1-38004) filed on February 19, 2020).

10.1 Amended and Restated Stockholders Agreement by and among Invitation Homes Inc., each of the parties from time to time party thereto and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on August 14, 2017).

4.5 Indenture, dated as of August 6, 2021, among Invitation Homes Operating Partnership LP, the Guarantors (as defined therein) party hereto and U.S.

Bank National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021).

4.6 First Supplemental Indenture, dated as of August 6, 2021 among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S.

Bank National Association, as trustee incl u ding the form of 2.000% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021).

4.7 Second Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee , including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).

4.8 Third Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee, including the form of 2.700% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).

10.1 Note Purchase Agreement, dated May 25, 2021, among Invitation Homes Operating Partnership LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on May 26, 2021).

Exhibit number

10.2 Form of Invitation Homes Operating Partnership LP 2.46% Senior Note, Series A, due May 25, 2028 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on May 26, 2021)).

10.3 Form of Invitation Homes Operating Partnership LP 3.18% Senior Note, Series B, due May 25, 2036 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on May 26, 2021)).

10.4 Parent Guaranty Agreement dated as of September 17, 2021 re:

2.46% Senior Notes, Series A, due May 25, 2028 and 3.18% Senior Notes, Series B, due May 25, 2036 of Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on October 28, 2021).

10.5 Parent Guaranty dated as of September 17, 2021 by Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC for the benefit of Bank of America, N.A., in its capacity as the administrative agent for the Lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, for the benefit of itself and such Lenders (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on October 28, 2021).

10.6 Amended and Restated Agreement of Limited Partnership of Invitation Homes Operating Partnership LP, dated as of August 9, 2017, by and among Invitation Homes OP GP LLC and Invitation Homes Inc.

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and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017).

10.5 Invitation Homes Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 6, 2017).

10.6 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 6, 2017).

Exhibit number

10.7 Form of Indemnification Agreement of Colony Starwood Homes (incorporated by reference to Exhibit 10.2 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed January 8, 2016).

10.8 Registration Rights Agreement, dated as of January 31, 2017, by and among the Company and the equity holders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on February 6, 2017).

10.9 Revolving Credit and Term Loan Agreement, dated as of February 6, 2017, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 6, 2017).

10.9 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

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1-38004) filed on February 12, 2018).

Exhibit number

10.13 Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

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1-38004) filed on November 8, 2018).

10.17 Loan Agreement, dated as of April 10, 2014, between CAH 2014-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.3 of SWH’s Quarterly Report on Form 10-Q (File No.

1-36163) filed August 9, 2016).

10.18 Loan Agreement, dated as of June 30, 2014, between CAH 2014-2 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.4 of SWH’s Quarterly Report on Form 10-Q (File No.

1-36163) filed August 9, 2016).

Exhibit number

10.19 Loan Agreement, dated as of June 11, 2015, between CAH 2015-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.5 of SWH’s Quarterly Report on Form 10-Q (File No.

1-36163) filed August 9, 2016).

10.16 Loan Agreement, dated as of June 7, 2019, between 2019-1 IH Borrower LP, as Borrower, and Rothesay Life PLC, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on June 10, 2019).

10.17 Securities Purchase Agreement, dated as of June 5, 2017, between Waypoint/GI Venture, LLC and CSH Property Three, LLC (incorporated by reference to Exhibit 10.1 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed June 5, 2017).

10.18 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 6, 2017).

10.19 Form of Indemnification Agreement of Colony Starwood Homes (incorporated by reference to Exhibit 10.2 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed January 8, 2016).

10.20 Invitation Homes Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 6, 2017).

10.21 Employment Agreement with Dallas B.

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1-38004) filed on August 14, 2017).

10.25 Term Sheet, dated September 19, 2017, between Invitation Homes Inc.

and Frederick C.

Tuomi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on September 19, 2017).

10.26 Award Notice and Restricted Stock Unit Agreement (Sign-On Award – Mr.

Tuomi) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on November 20, 2017).

10.25 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

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333-215452) filed on January 23, 2017).

10.29 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

Bryce Blair (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 23, 2017).

10.30 Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (No.

Exhibit number

10.27 Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 23, 2017).

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1-38004) filed on June 29, 2017).

Exhibit number

10.29 Form of Award Notice and Restricted Stock Unit Agreement (Retention Award - Messrs.

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1-38004) filed on July 31, 2019).

10.36 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

Tuomi (2018 LTIP Equity Award) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed May 15, 2018).

10.37 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

Tuomi (2018 Supplemental Bonus Award) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed May 15, 2018).

10.38 Letter Agreement by and between the Company and Mr.

Tuomi relating to Award Notice and Restricted Stock Unit Agreement (Sign-On Award - Mr.

Tuomi) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed May 15, 2018).

10.39 Separation Agreement dated January 16, 2019, by and between the Company and Mr.

(incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No.

1-38004) filed February 28, 2019).

10.33 Form of Award Notice and Restricted Stock Unit Agreement (2018 Supplemental Bonus Award) (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No.

1-38004) filed March 29, 2018).

10.41 Colony Starwood Homes Equity Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No.

333-221617) filed on November 16, 2017).

10.42 Form of Restricted Share Award Agreement under the Starwood Waypoint Residential Trust Equity Plan (incorporated by reference to Exhibit 10.10 of SWH’s Registration Statement on Form 10 (File No.

1-36163) filed December 23, 2013).

10.43 Form of Restricted Share Unit Award Agreement under the Starwood Waypoint Residential Trust Equity Plan (incorporated by reference to Exhibit 10.11 of SWH’s Registration Statement on Form 10 (File No.

1-36163) filed December 23, 2013).

10.34 Invitation Homes Inc.

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1-38004) filed on May 7, 2020.

Exhibit number

10.45 Securities Purchase Agreement, dated as of June 5, 2017, between Waypoint/GI Venture, LLC and CSH Property Three, LLC (incorporated by reference to Exhibit 10.1 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed June 5, 2017).

10.35 Form of Award Notice and Restricted Stock Unit Agreement (2020 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 25, 2020).†

10.36 Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on March 4, 2021).†

21.1 Subsidiaries of the Registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit number

32.2 Certificate of Ernest M.

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† This document has been identified as a management contract or compensatory plan or arrangement.

Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other.

Certain agreements and other documents filed as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties that the parties thereto made to each other.

These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents.

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Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts.

Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.

Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements or other documents.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 19th day of February 2021.

Invitation Homes Inc.

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President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 19th day of February 2021.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 22nd day of February 2022.

Signature Title

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Norrell (Principal Accounting Officer)

/s/ Bryce Blair Chairman and Director

/s/ Michael D.

Fascitelli Chairman and Director

Barbe Director

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Bronson Director

/s/ Michael D.

Fascitelli Director

/s/ Jeffrey E.

Kelter Director

Signature Title

/s/ Joseph D.

Margolis Director

Signature Title

Rhea Director

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Sears Director

/s/ William J.

Stein Director

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis.

From time to time, the Company identifies single-family residential properties to be sold.

At the time such properties are identified, the Company evaluates whether or

not such properties should be classified as held for sale.

Further, the Company evaluates investments in single-family residential properties to determine whether there have been any changes in circumstances that may indicate that the carrying value of individual properties may not be recoverable.

Given management’s (1) inputs and assumptions used to determine purchase price allocation based upon the relative fair values of asset components, (2) determination of which costs improve or extend the life of a property, (3) evaluation of single-family residential properties for impairment which requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty, and (4) application of held for sale classification criteria, performing audit procedures to evaluate the accounting for investments in single-family residential properties was challenging and required an increased extent of audit effort.

From time to time, the Company identifies

single-family residential properties to be sold.

At the time such properties are identified, the Company evaluates whether or not such properties should be classified as held for sale.

Given the number of homes and the volume and nature of the different transactions affecting the acquisition, disposition, recognition, and classification of investments in single-family residential properties, performing audit procedures to evaluate the accounting for investments in single-family residential properties was challenging and required an increased extent of audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to whether the investments in single-family residential properties were accounted for appropriately included the following, among others:

• We tested the effectiveness of relevant controls over investments in single-family residential properties.

• We tested the effectiveness of relevant controls over investments in single-family residential properties, including management’s controls over the acquisition, cost capitalization, classification, depreciation, and disposition of its properties.

• We selected a sample of properties acquired during the year and evaluated the accuracy of the amounts recorded and appropriate transfer of title.

• We evaluated the appropriateness of management’s allocation of the initial purchase price for newly acquired properties by developing independent estimates for the purchase price allocation for each residential market in which the properties were acquired and comparing our estimates to the Company’s actual allocation.

• We selected a sample of costs capitalized during the year and evaluated the accuracy and classification of recorded amounts.

We also developed an expectation of repairs and maintenance costs that were charged to expense based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.

• We evaluated management’s analysis of possible impairment indicators for properties by independently assessing trends in the residential markets in which the Company has significant investments in single-family residential properties, trends in gains or losses from sales of properties, and macroeconomic data to identify any indicators that the carrying value of properties may not be recoverable.

• We developed an expectation of depreciation expense based on the cost basis of investments in single-family residential properties, taking into account the estimated useful life and the percentage of the year the property was in use, and compared our expectation to the recorded balance.

We also evaluated the estimated useful lives used by management by comparing the estimates to external industry sources.

• We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31 , 2021 .

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(in thousands, except shares and per share data)

2021 December 31, 2020

Investments in single-family residential properties:

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401,313 401,095

Unsecured notes, net 1,921,974 —

Term loan facility, net

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Stockholders' equity

Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, 2020 and December 31, 2019

Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 567,117,666 and 541,642,725 outstanding as of December 31, 2020 and December 31, 2019, respectively

Preferred stock, $ 0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, 2021 and 2020

Common stock, $ 0.01 par value per share, 9,000,000,000 shares authorized, 601,045,438 and 567,117,666 outstanding as of December 31, 2021 and 2020, respectively

Additional paid-in capital

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Rental revenues and other property income $ 1,991,722 $ 1,822,828 $ 1,764,685

Joint venture management fees 4,893 — —

Total revenues 1,996,615 1,822,828 1,764,685

Property operating and maintenance 706,162 680,543 669,987

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Total expenses 1,777,046 1,709,610 1,725,510

Unrealized gains on investments in equity securities 29,723 6,480 —

Gains (losses) on investments in equity securities, net ( 9,420 ) 29,723 6,480

Other, net ( 5,835 ) ( 86 ) 5,120

Gain on sale of property, net of tax 60,008 54,594 96,336

Net income (loss) 197,449 147,111 ( 5,013 )

Net (income) loss attributable to non-controlling interests ( 1,237 ) ( 1,648 ) 86

Net income (loss) attributable to common stockholders 196,212 145,463 ( 4,927 )

Income (loss) from investments in unconsolidated joint ventures ( 1,546 ) — —

Net income 262,776 197,449 147,111

Net income attributable to non-controlling interests ( 1,351 ) ( 1,237 ) ( 1,648 )

Net income attributable to common stockholders 261,425 196,212 145,463

Net income available to participating securities

( 327 ) ( 448 ) ( 395 )

Net income (loss) available to common stockholders — basic and diluted (Note 12)

Net income available to common stockholders — basic and diluted (Note 12)

$ 261,098 $ 195,764 $ 145,068

3 unchanged sentences

579,209,523 555,458,607 532,499,787

Net income (loss) per common share — basic $ 0.35 $ 0.27 $ ( 0.01 )

Net income (loss) per common share — diluted $ 0.35 $ 0.27 $ ( 0.01 )

Net income per common share — basic $ 0.45 $ 0.35 $ 0.27

Net income per common share — diluted $ 0.45 $ 0.35 $ 0.27

The accompanying notes are an integral part of these consolidated financial statements.

INVITATION HOMES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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2021 2020 2019

Net income (loss) $ 197,449 $ 147,111 $ ( 5,013 )

Other comprehensive loss

Unrealized losses on interest rate swaps ( 388,466 ) ( 244,126 ) ( 43,211 )

Net income $ 262,776 $ 197,449 $ 147,111

Other comprehensive income (loss)

Unrealized gains (losses) on interest rate swaps 113,394 ( 388,466 ) ( 244,126 )

(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive loss 148,742 116,549 ( 20,763 )

Other comprehensive loss ( 271,917 ) ( 264,889 ) ( 61,838 )

Comprehensive loss ( 74,468 ) ( 117,778 ) ( 66,851 )

Comprehensive loss attributable to non-controlling interests 338 1,884 1,150

Comprehensive loss attributable to common stockholders $ ( 74,130 ) $ ( 115,894 ) $ ( 65,701 )

Other comprehensive income (loss) 262,136 ( 271,917 ) ( 264,889 )

Comprehensive income (loss) 524,912 ( 74,468 ) ( 117,778 )

Comprehensive (income) loss attributable to non-controlling interests ( 2,934 ) 338 1,884

Comprehensive income (loss) attributable to common stockholders $ 521,978 $ ( 74,130 ) $ ( 115,894 )

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(in thousands, except share and per share data)

Number of Shares

Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Total Stockholders' Equity

Non-Controlling Interests

Number of Shares Amount Additional

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Non-Controlling Interests Total Equity

Balance as of December 31, 2018 520,647,977 $ 5,206 $ 8,629,462 $ ( 392,594 ) $ ( 12,963 ) $ 8,229,111 $ 140,075 $ 8,369,186

Capital distributions — — — — — — ( 3,074 ) ( 3,074 )

— — — — — — ( 4,020 ) ( 4,020 )

— — — ( 4,927 ) — ( 4,927 ) ( 86 ) ( 5,013 )

Net income — — — 145,463 — 145,463 1,648 147,111

Dividends and dividend equivalents declared ($ 0.52 per share)

1 unchanged sentence

Issuance of common stock — settlement of RSUs, net of tax 910,452 9 ( 8,173 ) — — ( 8,164 ) — ( 8,164 )

1,069,798 10 ( 9,255 ) — — ( 9,245 ) — ( 9,245 )

Issuance of common stock — settlement of 2019 Convertible Notes 12,553,864 126 229,818 — — 229,944 — 229,944

Issuance of common stock, net 1,957,139 20 55,243 — — 55,263 — 55,263

Share-based compensation expense — — 16,724 — — 16,724 1,434 18,158

— — 29,499 — — 29,499 — 29,499

Total other comprehensive income

— — — — ( 60,774 ) ( 60,774 ) ( 1,064 ) ( 61,838 )

Total other comprehensive loss — — — — ( 261,357 ) ( 261,357 ) ( 3,532 ) ( 264,889 )

Redemption of OP Units for common stock 5,573,293 55 87,120 — ( 2,280 ) 84,895 ( 84,895 ) —

405,037 4 6,615 — ( 74 ) 6,545 ( 6,545 ) —

Balance as of December 31, 2019 541,642,725 5,416 9,010,194 ( 524,588 ) ( 276,600 ) 8,214,422 51,656 8,266,078

Capital distributions — — — — — — ( 2,137 ) ( 2,137 )

— — — — — — ( 3,074 ) ( 3,074 )

— — — 145,463 — 145,463 1,648 147,111

Net income — — — 196,212 — 196,212 1,237 197,449

Dividends and dividend equivalents declared ($ 0.60 per share)

Issuance of common stock — settlement of RSUs, net of tax

— — — ( 332,786 ) — ( 332,786 ) — ( 332,786 )

Issuance of common stock — settlement of 2019 Convertible Notes

12,553,864 126 229,818 — — 229,944 — 229,944

Issuance of common stock — settlement of RSUs, net of tax 386,717 4 ( 4,431 ) — — ( 4,427 ) — ( 4,427 )

Issuance of common stock, net 25,088,224 251 686,472 — — 686,723 — 686,723

1,957,139 20 55,243 — — 55,263 — 55,263

Share-based compensation expense — — 15,023 — — 15,023 2,067 17,090

— — 16,724 — — 16,724 1,434 18,158

Total other comprehensive loss — — — — ( 270,342 ) ( 270,342 ) ( 1,575 ) ( 271,917 )

— — — — ( 261,357 ) ( 261,357 ) ( 3,532 ) ( 264,889 )

Redemption of OP Units for common stock

5,573,293 55 87,120 — ( 2,280 ) 84,895 ( 84,895 ) —

Balance as of December 31, 2020 567,117,666 5,671 9,707,258 ( 661,162 ) ( 546,942 ) 8,504,825 51,248 8,556,073

Capital distributions — — — — — — ( 2,107 ) ( 2,107 )

— — — — — — ( 2,137 ) ( 2,137 )

— — — 196,212 — 196,212 1,237 197,449

Net income — — — 261,425 — 261,425 1,351 262,776

Dividends and dividend equivalents declared ($ 0.68 per share)

1 unchanged sentence

Issuance of common stock — settlement of RSUs, net of tax 675,870 7 ( 9,418 ) — — ( 9,411 ) — ( 9,411 )

386,717 4 ( 4,431 ) — — ( 4,427 ) — ( 4,427 )

Issuance of common stock — settlement of 2022 Convertible Notes 8,943,374 89 203,420 — — 203,509 — 203,509

Issuance of common stock, net 23,383,528 234 933,556 — — 933,790 — 933,790

25,088,224 251 686,472 — — 686,723 — 686,723

Share-based compensation expense — — 25,066 — — 25,066 2,104 27,170

— — 15,023 — — 15,023 2,067 17,090

Total other comprehensive loss

— — — — ( 270,342 ) ( 270,342 ) ( 1,575 ) ( 271,917 )

Total other comprehensive income — — — — 260,553 260,553 1,583 262,136

Redemption of OP Units for common stock 925,000 9 13,657 — ( 549 ) 13,117 ( 13,117 ) —

Balance as of December 31, 2021

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Operating Activities:

Net income (loss) $ 197,449 $ 147,111 $ ( 5,013 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 262,776 $ 197,449 $ 147,111

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 592,135 552,530 533,719

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Provisions for impairment 650 4,578 14,210

Unrealized gains on investments in equity securities ( 29,723 ) ( 6,480 ) —

(Gains) losses on investments in equity securities, net 9,420 ( 29,723 ) ( 6,480 )

Gain on sale of property, net of tax ( 60,008 ) ( 54,594 ) ( 96,336 )

Change in fair value of derivative instruments 14,660 9,129 1,913

Other non-cash amounts included in net income (loss) 3,288 ( 89 ) 6,342

(Income) loss from investments in unconsolidated joint ventures, net of operating distributions 1,982 — —

Other non-cash amounts included in net income 3,998 3,288 ( 89 )

Changes in operating assets and liabilities:

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Investing Activities:

Amounts deposited and held by others ( 906 ) ( 395 ) 9,074

Deposits for acquisition of single-family residential properties ( 60,135 ) ( 906 ) ( 395 )

Acquisition of single-family residential properties ( 1,126,826 ) ( 621,697 ) ( 586,075 )

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Proceeds from sale of single-family residential properties 231,676 414,927 855,583

Purchases of investments in debt securities — — ( 211,737 )

Repayment proceeds from retained debt securities 88,416 72,106 49,960

Proceeds from sale of investments in equity securities 31,504 — —

Investments in unconsolidated joint ventures ( 65,000 ) ( 16,345 ) —

Non-operating distributions from unconsolidated joint ventures 1,890 — —

Other investing activities ( 20,843 ) ( 2,188 ) 4,834

Net cash provided by (used in) investing activities ( 425,156 ) 102,226 62,993

Net cash (used in) provided by investing activities ( 1,159,558 ) ( 425,156 ) 102,226

Financing Activities:

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Payment of taxes related to net share settlement of RSUs ( 9,411 ) ( 4,427 ) ( 8,164 )

Proceeds from mortgage loans — — 4,234,483

Payments on mortgage loans ( 1,766,865 ) ( 1,434,626 ) ( 997,421 )

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Payments on secured term loan — ( 101 ) —

Proceeds from unsecured notes 1,938,036 — —

Proceeds from term loan facility — 2,500,000 —

Payments on term loan facility ( 1,500,000 ) — —

Proceeds from revolving facility 320,000 485,000 285,000

Payments on revolving facility ( 320,000 ) ( 485,000 ) ( 320,000 )

INVITATION HOMES INC.

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2021 2020 2019

Payments on term loan facility — ( 1,500,000 ) —

Proceeds from revolving facility 400,000 320,000 485,000

Payments on revolving facility ( 400,000 ) ( 320,000 ) ( 485,000 )

Proceeds from issuance of common stock, net 933,790 686,723 55,263

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Other financing activities ( 23,653 ) ( 17,903 ) ( 8,876 )

Net cash used in financing activities ( 146,033 ) ( 838,102 ) ( 680,805 )

Net cash provided by (used in) financing activities 658,988 ( 146,033 ) ( 838,102 )

Change in cash, cash equivalents, and restricted cash 407,090 125,523 ( 73,746 )

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Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases 5,560 5,365 N/A

Financing cash flows from finance leases 2,382 498 N/A

Operating cash flows from operating leases 5,911 5,560 5,365

Financing cash flows from finance leases 2,720 2,382 498

Non-cash investing and financing activities:

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Change in other comprehensive loss from cash flow hedges 247,605 ( 280,773 ) ( 266,676 )

ROU assets obtained in exchange for operating lease liabilities 6,427 1,721 N/A

ROU assets obtained in exchange for finance lease liabilities 9,561 — N/A

Capital leases N/A N/A 2,209

ROU assets obtained in exchange for operating lease liabilities 1,452 6,427 1,721

ROU assets obtained in exchange for finance lease liabilities 115 9,561 —

Net settlement of 2019 Convertible Notes in shares of common stock — — 229,944

Net settlement of 2022 Convertible Notes in shares of common stock 203,509 — —

The accompanying notes are an integral part of these consolidated financial statements.

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On February 6, 2017, INVH completed an initial public offering (“IPO”), changed its jurisdiction of incorporation to Maryland, and amended its charter to provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, in each case $ 0.01 par value per share.

In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP LLC, a wholly owned subsidiary of INVH, and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities.

In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities.

These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis.

On November 16, 2017 (the “Merger Date”), INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities (the “Mergers”).

The Mergers were accounted for as a business combination in accordance with ASC 805, Business Combinations , and INVH was designated as the accounting acquirer.

These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations , and INVH was designated as the accounting acquirer.

The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”).

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All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity.

We consolidate variable interest entities (“VIEs”) in accordance with ASC 810, Consolidation , if we are the primary beneficiary of the VIE as determined by our power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE.

A VIE is broadly defined as an entity with one or more of the following characteristics:

(a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support;

(b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity;

or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP.

We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model.

Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated.

Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.

Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method.

Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination.

The investments in these joint ventures are subsequently adjusted for our

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As described in Note 5, we invested in joint ventures with Rockpoint Group, L.L.C.

(“Rockpoint”) and the Federal National Mortgage Association (“FNMA”), both of which are voting interest entities.

We do not hold a controlling financial interest in either joint venture but have significant influence over the operating and financial policies of each joint venture.

Additionally, both Rockpoint and FNMA hold certain substantive participating rights that preclude the presumption of control by us of either joint venture;

as such, we account for each investment using the equity method.

Our investment in the Rockpoint joint venture is recorded at cost, and our investment in the FNMA joint venture was initially recorded at fair value in connection with purchase accounting for the Mergers.

The investments in these joint ventures are subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate.

Distributions of operating profit from the joint ventures are reported as part of operating cash flows while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities.

proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate.

Distributions of operating profit from the joint ventures are reported as part of operating activities while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities on our consolidated statements of cash flows.

Non-controlling interests represent the OP Units not owned by INVH, including any vested OP Units granted in connection with certain share-based compensation awards.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 include an allocation of the net income (loss) attributable to the non-controlling interest holders.

Vested OP Units are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019 include an allocation of the net income attributable to the non-controlling interest holders.

OP Units and vested OP Units granted in connection with share-based compensation awards are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Significant Risks and Uncertainties

One of the most significant risks and uncertainties to our financial condition and results of operations is the potential adverse effect of the ongoing pandemic resulting from the coronavirus, or COVID-19.

Since the outbreak, a number of our residents have requested rent deferral and/or late fee relief, and components of our rental revenues and other property income have been impacted by the pandemic.

In addition, entities directed by, or notionally affiliated with, the Federal government as well as some state and local jurisdictions across the United States, have imposed temporary eviction moratoriums if certain criteria are met by residents, are allowing residents to defer missed rent payments without incurring late fees, and are prohibiting rent increases.

Jurisdictions and other local and national authorities may expand or extend measures imposing restrictions on our ability to enforce residents’ contractual rental obligations and limiting our ability to increase rents.

We cannot predict if states, municipalities, local, and/or national authorities will expand existing restrictions, if additional states or municipalities will implement similar restrictions, or when restrictions currently in place will expire.

Certain other restrictions imposed by jurisdictions across the United States are intended to limit operations by businesses not deemed “essential businesses.” While none of the current restrictions have materially impacted our ability to provide services to our residents or homes, future measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents.

One of the most significant risks and uncertainties to our financial condition and results of operations continues to be the adverse effect of the ongoing pandemic resulting from the coronavirus, or COVID-19, and its variants on our residents, associates, and suppliers.

As such, we continue to closely monitor the impact of the pandemic on all aspects of our business and actively manage our response thereto in collaboration with our residents and business partners.

The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the federal government as well as certain states, counties, and cities, including those in which we own properties and where our principal places of business are located, to impose ongoing measures in response to the COVID-19 pandemic, including temporary eviction moratoriums if certain criteria are met by residents, deferral of missed rent payments without incurring late fees, and restrictions on rent increases.

We cannot predict if states, municipalities, local, and/or national authorities will renew, extend, or expand existing restrictions, if additional states or municipalities will implement similar restrictions, or when restrictions currently in place will expire.

We believe that we are in material compliance with applicable federal, state, and local laws, regulations, ordinances, and restrictions regarding evictions, collections, rent increases, and late fees as appropriate.

While none of the current and previous restrictions have materially impacted our ability to provide services to our residents or homes, additional or modified measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents.

Since the outbreak commenced, a number of our residents have requested rent deferral and/or late fee relief, and components of our rental revenues and other property income have been impacted by the pandemic.

We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes.

This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements.

The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations, and cash flows in the near term due to, but not limited to, the following:

(1) reduced economic activity that severely impacts the earnings or health of our residents, thereby causing them to be unable to fully meet their obligations to us and resulting in increases in uncollectible revenues and thus reductions in rental revenues and other property income;

(2) governmental restrictions and moratoriums that negatively impact our ability to charge and collect rental revenues and other property income or impose restrictions on our ability to provide services to our residents and homes;

(1) our residents experiencing unemployment, deteriorating financial conditions, and declines in household income that impact their ability to fully meet their obligations to us, resulting in increases in uncollectible revenues and thus reductions in rental revenues and other property income;

(2) governmental regulations, restrictions, and moratoriums that negatively impact our ability to charge and collect rental revenues and other property income or impose restrictions on our ability to provide services to our residents or homes;

(3) negative financial impact of the pandemic that could impact our ability to access funds available under our Revolving Facility (as defined in Note 7) or affect future compliance with financial covenants of our Credit Facility (as defined in Note 7) and other debt agreements;

and (4) weaker economic conditions that could cause us to recognize impairments in value of our tangible assets or goodwill.

The extent to which the COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, severity, and duration of the pandemic, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability of an effective vaccine and therapeutic drugs and the effectiveness of the distribution of any such vaccines and therapeutic drugs, and the direct and indirect economic effects of the pandemic, containment measures, monetary and/or fiscal policies implemented to provide support or relief to businesses and/or residents, and other government, regulatory, and/or legislative changes precipitated by the COVID-19 pandemic, among others.

While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

(4) weaker economic conditions and a general decline in business activity that could adversely affect (i) our ability to acquire or dispose of single-family homes and (ii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill;

and (5) our associates continuing to face COVID-19 health risks, workforce turnover, and remote work arrangements that could adversely impact our business and operating results.

Additionally, COVID-19 and related containment measures may also continue to interfere with the ability of our suppliers and other business partners to carry out their assigned tasks or supply materials or services at ordinary levels of

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Reclassification

As of December 31, 2019, we reclassified the $ 54,778 carrying value of our investment in the FNMA joint venture from other assets, net on the consolidated balance sheet to a separate balance sheet line item, investments in unconsolidated joint ventures, to conform to our current presentation.

Additionally, we reclassified $ 6,480 of unrealized gains on investments in equity securities from other, net into unrealized gains on investments in equity securities for the year ended December 31, 2019 to conform to our current presentation.

This reclassification had no effect on the total reported net income on the consolidated statement of operations for the year ended December 31, 2019.

Adoption of New Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which changes how companies measure credit losses for certain financial assets, excluding receivables arising from operating leases.

This guidance requires an entity to estimate its expected credit loss and record an allowance based on this estimate so that it is presented at the net amount expected to be collected on the financial asset.

We adopted this standard as of January 1, 2020, and it did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offer Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease accommodations resulting from the COVID-19 pandemic as many lessors have been asked to provide rent deferrals, rent abatements, late fee waivers, and other lease concessions to lessees (collectively, “lease accommodations”).

While the lease modification guidance in ASC 842, Leases (“ASC 842”), addresses routine changes to lease terms resulting from negotiations between a lessee and lessor, it did not contemplate the rapid implementation of lease accommodations to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic.

Under existing lease guidance, we would have been required to determine, on a lease by lease basis, if each lease accommodation resulted from a new arrangement reached with the resident (treated within the lease modification accounting framework) or if each was contemplated under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).

If certain criteria are met, the Lease Modification Q&A allows lessors to bypass the lease by lease analysis and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances.

We elected to apply the Lease Modification Q&A guidance not to perform a lease by lease analysis with respect to any lease accommodations and to account for such accommodations outside of the lease modification framework.

The Lease Modification Q&A has not had a material impact on our consolidated financial statements for the year ended December 31, 2020.

However, the extent of lease accommodations granted to residents as a result of the COVID-19 pandemic in future periods may materially affect our consolidated financial statements.

performance relative to the conduct of our business.

We have continued to see a prolonged impact of the pandemic on our industry and business, with increased challenges for our residents.

In March 2021, the American Rescue Plan Act (the “ARPA”), a $1.9 trillion COVID-19 relief package authorizing additional federal spending and an increase in anti-poverty programs to help millions of families still struggling amid the pandemic, was signed into law.

The ARPA included nearly $50 billion in housing and homelessness resources and provides over $27 billion for rental assistance.

We continue to examine the impacts that the ARPA, as well as any future economic relief legislation, may have on our business.

It is uncertain if the ARPA’s housing and rental assistance resources will enable longer term housing stability for some of our residents and/or reduce rent receivable balances accrued during the pandemic.

We also cannot predict if the federal government, states, or local authorities will continue to offer assistance programs or if such programs will be available to our residents (and if they are available, if our residents will take advantage of them).

The extent to which the ongoing COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, duration, and severity of COVID-19 and its variants, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability, distribution, acceptance, and efficacy of vaccines and therapeutic drugs, the proliferation of variants, and the direct and indirect economic effects of the pandemic, containment measures, monetary and/or fiscal policies implemented to provide support or relief to businesses and/or residents, and other government, regulatory, and/or legislative changes precipitated by the ongoing COVID-19 pandemic, among others.

While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

Use of Estimates

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These estimates are inherently subjective in nature and actual results could differ from those estimates.

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Investments in Single-Family Residential Properties

The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our portfolio of over 80,000 single-family residential properties in 16 markets across the United States as of December 31, 2020:

The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our portfolio of over 80,000 single-family residentia l properties in 16 markets across the United States as of December 31, 2021:

• Acquisition of Real Estate Assets:

Upon acquisition, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination.

Upon adoption of ASU 2017-01, Business Combinations (Topic 805):

Clarifying the Definition of a Business , our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition.

Our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition.

The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, homeowners’ association (“HOA”), and other mechanic’s and miscellaneous liens, as well as other closing costs.

Properties acquired in the Mergers were recorded at fair value.

Properties acquired in a business combination are recorded at fair value.

The fair values of acquired in-place lease intangibles, if any, are based on the costs to execute similar leases, including commissions and other related costs.

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The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.

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Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home, a portion of the salaries and benefits of the Manager’s employees who are directly responsible for such improvements, and for certain furniture and fixtures additions.

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To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property.

Cash flow projections are prepared using internal analyses based on current rental, renewal, and occupancy rates, operating expenses, and inputs from our annual planning process that give

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consideration to each property’s historical results, current operating trends, and current market conditions.

Cash flow projections are prepared using internal analyses based on current rental, renewal, and occupancy rates, operating expenses, and inputs from our annual planning process that give consideration to each property’s historical results, current operating trends, and current market conditions.

To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value.

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To the extent that these factors are all present, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets .

As of December 31, 2020 and 2019, we classified $ 44,163 and $ 116,529 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6).

As of December 31, 2021

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and 2020, we classified $ 20,022 and $ 44,163 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6).

Cash and Cash Equivalents

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As a result, there is a concentration of credit risk related to amounts on deposit.

We believe any risks are mitigated through the size of the financial institution at which our cash balances are held.

We believe any risks are mitigated through the size and the number of financial institutions at which our cash balances are held.

Restricted Cash

Restricted cash represents cash deposited in accounts related to certain rent deposits and collections, security deposits, property taxes, insurance premiums and deductibles, and capital expenditures (see Note 4).

Amounts deposited in the reserve accounts associated with the mortgage loans and secured term loan can only be used as provided for in the respective loan agreements (see Note 7), and security deposits held pursuant to lease agreements are required to be segregated.

Amounts deposited in the reserve accounts associated with the mortgage loans and the secured term loan can only be used as provided for in the respective loan agreements (see Note 7), and security deposits held pursuant to lease agreements are required to be segregated.

Accordingly, these items are separately presented within our consolidated balance sheets.

Held to Maturity Investments

Investments in Debt Securities, net

Investments in debt securities that we have a positive intent and ability to hold to maturity are classified as held to maturity and are presented within other assets, net on our consolidated balance sheets (see Note 6).

These investments are recorded at amortized cost net of the amount expected not to be collected.

Interest income, including amortization of any premium or discount, is classified as other in the consolidated statements of operations.

Interest income, including amortization of any premium or discount, is classified as other, net in the consolidated statements of operations.

For purposes of classification within the consolidated statements of cash flows, purchases of and repayments from these securities are classified as investing activities.

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Investments in Equity Securities

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Costs incurred that are directly attributable to procuring external financing are deferred and amortized over the term of the related financing agreement as interest expense in the consolidated statements of operations, and we accelerate amortization if the debt is retired before the maturity date.

Costs that are deferred for the procurement of such financing are presented either as an asset in other assets, net when associated with a revolving debt instrument and prior to funding of a loan or as a liability in mortgage loans, net, secured term loan, net, or term loan facility, net, when associated with other indebtedness.

Costs that are deferred for the procurement of such financing are presented either as an asset in other assets, net when associated with a revolving debt instrument and prior to funding of a loan or as a component of the liability for the related financing agreement.

Convertible Senior Notes

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We measure the fair value of the debt component of our convertible senior notes as of the issuance date based on our nonconvertible debt borrowing rate.

In connection with Mergers, we assumed convertible senior notes that were recorded at their estimated fair value based on our nonconvertible debt borrowing rate as of the Merger Date (see Note 7).

The resulting discount from the outstanding principal balance of the convertible senior notes is being amortized using the effective interest rate method over the periods to maturity.

In connection with SWH merger, we assumed convertible senior notes that were recorded at their estimated fair value based on our nonconvertible debt borrowing rate as of the Merger Date (see Note 7).

The resulting discount from the outstanding principal balance of the convertible senior notes is being amortized using the effective interest rate method

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over the periods to maturity.

Amortization of this discount is recorded as interest expense in the consolidated statement of operations for the years ended December 31, 2021 , 2020, and 2019.

Revenue Recognition and Resident Receivables

On January 1, 2019, we adopted ASC 842 which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than one year.

Lessor accounting remains similar to previous GAAP, while aligning with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

We adopted ASC 842 using the optional transition approach.

As such, previously reported financial information was not updated, and additional disclosures required under ASC 842 are not provided for periods prior to January 1, 2019.

Additionally, we elected the practical expedient package related to lease identification, lease classification, and initial direct costs.

As such, we did not reassess our existing contracts and leases for these items.

We did not elect the hindsight practical expedient, which permits entities to use hindsight in determining lease term and assessing impairment.

Rental revenues and other property income, net of any concessions and uncollectible amounts, consists primarily of rents collected under lease agreements related to our single-family residential properties.

We enter into leases directly with our residents, and our leases typically have a term of one to two years .

As a lessor, our leases with residents are classified as operating leases under ASC 842.

As a lessor, our leases with residents are classified as operating leases under ASC 842, Leases , (“ASC 842”).

We elected the practical expedient in ASC 842 not to separate the lease and nonlease components of these operating leases with our residents.

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Nonlease components include resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others.

The lease component is the predominant component in these

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arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842 for the years ended December 31, 2020 and 2019, and in accordance with previous GAAP for the year ended December 31, 2018.

The lease component is the predominant component in these arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842 for the years ended December 31, 2021, 2020 and 2019.

Variable lease payments consist of resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others.

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Leases Entered Into as a Lessee

We lease our corporate and regional offices, related office equipment, and a fleet of vehicles for use by our field associates.

As of January 1, 2019, these leases are accounted for pursuant to ASC 842 (see Note 6 and Note 14).

Prior to adoption of ASC 842, these leases were accounted for in accordance with previous GAAP.

We account for leases for our corporate and regional offices as operating leases.

We lease our corporate and regional offices, related office equipment, and a fleet of vehicles for use by our field associates and account for each as either an operating or finance lease pursuant to ASC 842 (see Note 6 and Note 14).

Specifically, we account for leases for our corporate and regional offices as operating leases.

In addition to monthly rent payments, we reimburse the lessors of our office spaces for our share of operating expenses as defined in the leases.

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Deferred Leasing Costs

Costs associated with leasing our single-family residential properties, which consist primarily of commissions paid to leasing agents, are deferred in the period in which they are incurred as a component of deferred leasing costs and are subsequently amortized over the lease term.

Costs associated with leasing our single-family residential properties, which consist primarily of commissions paid to third party leasing agents, are deferred in the period in which they are incurred as a component of deferred leasing costs and are subsequently amortized over the lease term.

Deferred leasing costs are included as a component of other assets, net within our consolidated balance sheets and their amortization is classified as property operating and maintenance within the consolidated statements of operations (see Note 6).

Costs incurred in connection with our leasing activities that do not result in the execution of a lease are expensed in the period incurred.

In connection with the Mergers, we recorded goodwill, which is not amortized as it has an indefinite life.

Costs incurred for the salaries and benefits of the Manager’s employees who perform leasing activities and in connection with leasing activities that do not result in the execution of a lease are expensed in the period incurred.

Goodwill incurred in connection with a business combination is not amortized as it has an indefinite life.

We test goodwill for impairment annually, on October 31st, or more frequently if circumstances indicate that the goodwill carrying value may exceed its fair value.

As of December 31, 2021, no impairment of goodwill has been recorded.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Fair Value Measurements

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Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;

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We have elected not to designate these interest cap agreements for hedge accounting (collectively, the “Non-Designated Hedges”).

We enter into interest rate swap agreements to hedge the risk arising from changes in our interest payments on variable-rate debt due to changes in the one-month LIBOR (or a comparable or successor rate).

We enter into interest rate swap agreements to hedge the risk arising from changes in our interest payments on variable-rate debt due to changes in the one-month London Interbank Offer Rate (“LIBOR”) (or a comparable or successor rate).

We have elected to account for our interest rate swap agreements as effective cash flow hedges (collectively, the “Designated Hedges”).

We assess the effectiveness of these interest rate swap cash flow hedging relationships on an ongoing basis.

We assess the effectiveness of these interest rate swap

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

cash flow hedging relationships on an ongoing basis.

The effect of these interest rate cap agreements and interest rate swap agreements is to reduce the variability of interest payments due to changes in LIBOR.

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See Note 8 for further discussion of derivative financial instruments.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Share-Based Compensation Expense

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See Note 10 for further discussion of share-based compensation expense.

Prior to the IPO, we conducted our business through a group of six affiliated holding entities (the “Invitation Homes Partnerships”).

As a result of the pre-IPO reorganization transactions, the following occurred:

(1) the Invitation Homes Partnerships transferred all assets, liabilities, and operations to INVH through certain mergers and related transactions;

and (2) INVH became subject to the REIT election made by one of the Invitation Homes Partnerships (the “Predecessor REIT”) during the taxable year ended December 31, 2013.

Following the Mergers on November 16, 2017, the assets and income derived from the assets acquired from SWH became the assets and income of INVH.

We intend to continue to operate as a REIT, and our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”), which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income.

While we qualify for taxation as a REIT, we will generally not be subject to United States federal corporate income tax on our taxable income that is currently distributed to stockholders.

This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation.

If we fail to qualify as a REIT in any taxable year, we will be subject to United States federal income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent taxable years.

Even if we qualify as a REIT, we may be subject to United States federal income and excise taxes in various situations, such as on our undistributed income.

We also will be required to pay a 100% tax on any net income on non-arm’s length transactions between us and a TRS, defined below, and on any net income from sales of assets that were held for sale to customers in the ordinary course.

State and local tax laws may not conform to the United States federal income tax treatment, and we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business.

Any taxes imposed on us reduce our operating cash flow and net income.

As part of the formation of INVH, each of the Invitation Homes Partnerships (excluding the Predecessor REIT) transferred assets into INVH solely in exchange for shares of common stock.

Certain of the assets contributed contained built-in gains.

Prior to the pre-IPO reorganization transactions, the contributing partnerships had indirect C corporation partners to which a portion of the built-in gain would be allocated.

As a result, if we dispose of any such assets during the five-year period following the date the REIT acquired such assets, we will be subject to the regulations under Section 337(d) of the Code.

In general terms, such regulations subject the REIT to the maximum corporate level tax rate on the lesser of (i) such built-in gains and (ii) the gain recognized by the REIT upon a taxable disposition of the contributed assets.

We may, however, choose not to sell such assets during such five-year period or to sell them in a non-taxable transaction.

As such, the potential taxes associated with these built-in gains are not estimable.

Certain of our operations, or a portion thereof, are conducted through taxable REIT subsidiaries (“TRSs”).

We have elected to be treated as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (the “Code”).

Our qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership, and certain restrictions with regard to owned assets and categories of income.

As a REIT, we are generally not subject to United States federal corporate income tax on our taxable income that is currently distributed to stockholders.

However, if we fail to qualify as a REIT in any taxable year, our taxable income could be subject to United States federal and state and local income taxes at regular corporate rates.

Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as United States federal income and excise taxes in various situations, such as on our undistributed income.

In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRSs”) is subject to federal, state, and local income taxes.

A TRS is a subsidiary C corporation that has not elected REIT status and as such is subject to United States federal and state corporate income tax.

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For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for United States federal income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

deferred tax assets by recording a valuation allowance when we determine, based on available evidence, that it is more likely than not that the assets will not be realized.

We reduce deferred tax assets by recording a valuation allowance when we determine, based on available evidence, that it is more likely than not that the assets will not be realized.

We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets affect our net income or loss, generally through depreciation, impairment losses, or sales to third party entities.

Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

We file income tax returns in the United States federal jurisdiction as well as various state and local jurisdictions.

Our filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires, with open tax years varying based upon the date of incorporation of the specific entity.

Our federal and various state and local jurisdiction tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.

The years open to examination range from 2016 to present.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Segment Reporting

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The aggregation of individual homes constitutes the total portfolio.

Decisions regarding acquisitions and dispositions of homes are made at the individual home level with a focus on growing accretively in high-growth locations where we have greater scale and density.

Decisions regarding acquisitions and dispositions of homes are made at the individual home level with a focus on accretive growth in high-growth locations where we have greater scale and density.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments and contracts in its own equity.

The guidance reduces the number of accounting models for convertible instruments, requires entities to use the “if-converted” method in diluted EPS, and requires that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40 ) (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments and contracts in its own equity.

The guidance reduces the number of accounting models for convertible instruments, requires entities to use the “if-converted” method in EPS, and requires that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares.

The new standard will be effective for annual reporting periods beginning after December 15, 2021, and interim periods within that reporting period, with early adoption permitted beginning after December 15, 2020 and interim periods within that reporting period.

Our 2022 Convertible Notes (as defined in Note 7) are the only instruments we have that will be subject to ASU 2020-06, and these notes mature on January 15, 2022.

The only new application of ASU 2020-06 relates to our 2022 Convertible Notes (as defined in Note 7), and these notes mature on January 15, 2022.

As such, ASU 2020-06 will not materially affect our consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”), which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting.

An example of such reform is the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.

Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform.

ASU 2021-01 became effective upon issuance, and optional expedient elections can be made through December 31, 2022.

We are currently evaluating existing contracts and hedging relationships and the impact of adopting this ASU on our consolidated financial statements.

Note 3— Investments in Single-Family Residential Properties

The following table sets forth the net carrying amount associated with our properties by component:

December 31, 2020 December 31, 2019

2021 December 31, 2020

Land $ 4,737,938 $ 4,539,796

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Investments in single-family residential properties, net $ 16,935,322 $ 16,288,693

As of December 31, 2021 and 2020, the carrying amount of the residential properties above includes $ 125,236 and $ 119,929 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 70,145 and $ 68,197 ,

INVITATION HOMES INC.

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(dollar amounts in thousands)

As of December 31, 2020 and 2019, the carrying amount of the residential properties above includes $ 119,929 and $ 119,608 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 68,197 and $ 65,747 , respectively, of capitalized interest, $ 26,899 and $ 25,565 , respectively, of capitalized property taxes, $ 4,654 and $ 4,616 , respectively, of capitalized insurance, and $ 3,090 and $ 2,836 , respectively, of capitalized HOA fees.

During the years ended December 31, 2020, 2019, and 2018, we recognized $ 546,419 , $ 529,205 , and $ 511,988 , respectively, of depreciation expense related to the components of the properties, $ 0 , $ 0 , and $ 37,517 , respectively, of amortization related to in-place lease intangible assets, and $ 6,111 , $ 4,514 , and $ 11,036 , respectively, of depreciation and amortization related to corporate furniture and equipment.

respectively, of capitalized interest, $ 28,211 and $ 26,899 , respectively, of capitalized property taxes, $ 4,762 and $ 4,654 , respectively, of capitalized insurance, and $ 3,280 and $ 3,090 , respectively, of capitalized HOA fees.

During the years ended December 31, 2021, 2020, and 2019, we recognized $ 585,101 , $ 546,419 , and $ 529,205 respectively, of depreciation expense related to the components of the properties, and $ 7,034 , $ 6,111 , and $ 4,514 respectively, of depreciation and amortization related to corporate furniture and equipment.

These amounts are included in depreciation and amortization in the consolidated statements of operations.

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of such amounts shown in the consolidated statements of cash flows:

December 31, 2020 December 31, 2019

2021 December 31, 2020

Cash and cash equivalents

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Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows

Pursuant to the terms of the mortgage loans and Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts.

$ 818,858 $ 411,768

Pursuant to the terms of the mortgage loans and the Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts.

These reserve accounts include, but are not limited to, the following types of accounts:

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As of December 31, 2021 and 2020, no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan and Secured Term Loan agreements that require such funding did not exist.

December 31, 2020 December 31, 2019

2021 December 31, 2020

Resident security deposits $ 165,454 $ 158,244

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Note 5— Investments In Unconsolidated Joint Ventures

We have invested in two joint ventures which are accounted for using the equity method model of accounting.

The following table summarizes our investments in unconsolidated joint ventures as of December 31, 2020 and 2019:

Number of Properties Carrying Value

Ownership Percentage December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019

10 % 571 641 $ 53,678 $ 54,778

The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method model of accounting, as of December 31, 2021 and 2020:

Number of Properties Owned Carrying Value

Ownership Percentage December 31,

2021 December 31, 2020 December 31,

2021 December 31, 2020

Rockpoint (1)

20 % 2,004 140 $ 54,579 $ 15,589

10 % 522 571 52,791 53,678

Pathway Homes (3)

15 % N/A N/A 23,025 —

Total $ 130,395 $ 69,267

(1) Contains homes primarily located in Arizona, California, and Nevada.

(1) Contains homes in markets within the Western United States, Southeast United States, Florida, and Texas.

In October 2020, we entered into an agreement with Rockpoint to form a joint venture that will acquire homes in markets where we already own homes.

As of December 31, 2020, we are committed to fund an additional $ 59,400 to the joint venture.

For the years ended December 31, 2020, 2019, and 2018, we recorded of $ 599 , $ 1,668 , and $ 596 , respectively, of income from investments in unconsolidated joint ventures which is included in other, net in the accompanying consolidated statements of operations.

The administrative manager of Rockpoint and the managing member of FNMA are wholly owned subsidiaries of INVH LP and are responsible for the operations and management of the properties, subject to Rockpoint and FNMA’s respective approval of major decisions.

The subsidiaries earn asset and property management fees from our joint ventures, which are considered to be related parties.

For the years ended December 31, 2020, 2019, and 2018, we earned $ 2,585 , $ 2,823 , and $ 2,834 , respectively, of management fees which are included in other, net in the accompanying consolidated statements of operations.

(2) Contains homes primarily located in Arizona, California, and Nevada.

(3) As of December 31, 2021, represents an investment in Pathway Operating Company (defined below).

In October 2020, we entered into an agreement with Rockpoint Group, L.L.C.

(“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes.

As of February 2021, the joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing.

As of December 31, 2021, our remaining equity commitment to the joint venture is $ 19,400 .

The administrative member of the Rockpoint joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions.

We earn property and asset management fees for the Rockpoint joint venture.

We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger.

The managing member of the FNMA joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to FNMA’s approval of major decisions.

We earn property and asset management fees for the FNMA joint venture.

In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify and purchase a home whereby they are able to first lease and then purchase the home in the future.

As of December 31, 2021, we had fully funded our capital commitment to the operating company (“Pathway Operating Company”) which will provide the technology platform and asset management services for the entity that will own and lease the homes (“Pathway Property Company”).

Pathway Homes and its affiliates are responsible for the operations and management of Pathway Operating Company, and we do not have a controlling interest in Pathway Operating Company.

As of December 31, 2021, we have not made any investment in Pathway Property Company, and our remaining equity commitment is $ 225,000 .

Upon the acquisition of homes, a wholly owned subsidiary of INVH LP will provide property management and renovation oversight services for and earn fees from the homes owned by Pathway Property Company.

As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company.

For the year ended December 31, 2021, we recorded $ 1,546 of net losses from investments in unconsolidated joint ventures which is included in income (loss) from investments in unconsolidated joint ventures in the consolidated statements of operations.

For the years ended December 31, 2020 and 2019, we recorded $ 599 and $ 1,668 , respectively, of income from investments in unconsolidated joint ventures which is included in other, net in the consolidated statements of operations.

The fees earned from our joint ventures (as described above) are related party transactions.

For the year ended December 31, 2021, we earned $ 4,893 of management fees which are included in joint venture management fees in the consolidated statements of operations.

For the years ended December 31, 2020 and 2019, we earned $ 2,585 and $ 2,823 , respectively, of management fees which are included in other, net in the consolidated statements of operations.

INVITATION HOMES INC.

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As of December 31, 2021 and 2020, the balances in other assets, net are as follows:

December 31, 2020 December 31, 2019

2021 December 31, 2020

Investments in debt securities, net $ 157,173 $ 245,237

Investments in equity securities 47,189 16,650

Held for sale assets (1)

44,163 116,529

Amounts deposited and held by others 62,241 2,852

Prepaid expenses 41,490 41,347

Rent and other receivables, net 37,473 35,256

Held for sale assets (1)

20,022 44,163

ROU lease assets — operating and finance, net 16,975 21,705

Deferred financing costs, net 11,637 2,765

Corporate fixed assets, net 16,595 9,995

Investments in equity securities 16,337 47,189

Deferred financing costs, net 8,751 11,637

Deferred leasing costs, net 5,837 7,631

Amounts deposited and held by others 2,852 1,348

Derivative instruments (Note 8) 6 1

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These investments in debt securities are classified as held to maturity investments.

As of December 31, 2020, we have not recognized any credit losses with respect to these investments in debt securities.

As of December 31, 2019, there were no gross unrecognized holding gains or losses, and there were no other than temporary impairments recognized in accumulated other comprehensive loss.

As of December 31, 2020, our retained certificates are scheduled to mature over the next one month to seven years .

Investments in Equity Securities

We hold investments in equity securities both with and without a readily determinable fair value.

Investments with a readily determinable fair value are measured at fair value.

Investments without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer.

As of December 31, 2020 and 2019, the values of our investments in equity securities are as follows:

December 31, 2020 December 31, 2019

Investments with a readily determinable fair value $ 46,339 $ —

Investments without a readily determinable fair value 850 16,650

Total $ 47,189 $ 16,650

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

During the year ended December 31, 2020, we determined a readily determinable fair value became available for one of our investments in equity securities without a readily determinable fair value, and we began treating the investment as an investment with a readily determinable value.

For the year ended December 31, 2020, we recognized $ 29,689 of unrealized gains on our investments in equity securities with a readily determinable fair value.

For the years ended December 31, 2020 and 2019, we recorded $ 34 and $ 6,480 of unrealized gains on our investments in equity securities without a readily determinable fair value, respectively.

No unrealized gains or losses were recorded during the year ended December 31, 2018.

As of December 31, 2021, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next one month to six years .

Amounts Deposited and Held by Others

Amounts deposited and held by others consists of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us for sold homes.

See Note 14 for additional information about commitments related to these deposits made to homebuilders.

Rent and Other Receivables

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Variable lease payments are charged based on the terms and conditions included in the resident leases.

For the years ended December 31, 2020 and 2019, rental revenues and other property income includes $ 91,573 and $ 92,759 of variable lease payments, respectively.

For th e years ended December 31, 2021, 2020, and 2019, rental revenues and other property income includes $ 118,016 , $ 91,573 and $ 92,759 of variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Future minimum rental revenues and other property income under leases existing on our single-family residential properties as of December 31, 2021 are as follows:

Year Lease Payments to be Received

Year Lease Payments

to be Received

2022 $ 1,174,909

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During the year ended December 31, 2020, we recorded $ 1,750 of impairment on one of our ROU lease assets in other, net in the consolidated statements of operations.

We did not record any impairment on our ROU lease assets for the year ended December 31, 2019.

We did not record any impairment on our ROU lease assets for the years ended December 31, 2021 and 2019.

See Note 11 for additional information regarding this impairment.

Investments in Equity Securities

We hold investments in equity securities both with and without a readily determinable fair value.

Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer.

As of December 31, 2021 and 2020, the values of our investments in equity securities are as follows:

2021 December 31, 2020

Investments with a readily determinable fair value $ 10,499 $ 46,339

Investments without a readily determinable fair value 5,838 850

Total $ 16,337 $ 47,189

INVITATION HOMES INC.

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(dollar amounts in thousands)

The components of gains (losses) on investments in equity securities, net for the years ended December 31, 2021, 2020, and 2019 are as follows:

For the Years Ended December 31,

2021 2020 2019

Net losses recognized on investments sold during the reporting period — with a readily determinable value $ ( 5,483 ) $ — $ —

Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value ( 3,937 ) 29,689 —

Unrealized gains on investments still held at the reporting date — without a readily determinable fair value — 34 6,480

Total $ ( 9,420 ) $ 29,723 $ 6,480

Deferred Financing Costs, net

During the year ended December 31, 2020, we incurred $ 11,832 of financing costs which have been deferred as other assets, net on our consolidated balance sheets.

These costs were incurred in connection with a new amended and restated Revolving Facility (see Note 7).

We amortize deferred financing costs as interest expense on a straight-line basis over the term of the related financing agreement and accelerate amortization if the debt is retired before the maturity date.

The $ 2,765 of deferred financing costs as of December 31, 2019 were related to a previous revolving facility that was repaid in full during the year ended December 31, 2020.

In connection with the amended and restated Revolving Facility (see Note 7), we incurred $ 11,846 of financing costs, which have been deferred as other assets, net on our consolidated balance sheets.

We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date.

As of December 31, 2021 and 2020, the unamortized balances of these deferred financing costs are $ 8,751 and $ 11,637 , respectively.

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Range of Spreads (4)

December 31, 2020 December 31, 2019

2021 December 31, 2020

IH 2017-1 (6)

2027 4.23 % N/A $ 993,703 $ 994,787

SWH 2017-1 (7)

September 29,

2017 December 9,

2020 N/A — % N/A — 744,092

IH 2017-2 (7)

2017 December 9,

2021 December 9,

2024 1.29 % 91-186 bps 612,506 624,475

2017 November 9,

2021 N/A N/A N/A — 612,506

IH 2018-1 (7)(8)

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For all other mortgage loans, the maturity dates above reflect all extension options that have been exercised.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(2) Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.

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as of December 31, 2021, LIBOR was 0.10 %.

Our IH 2017-1 mortgage loan bears interest at a fixed rate of 4.23 % per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees.

IH 2017-1 bears interest at a fixed rate of 4.23 % per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees.

(4) Range of spreads is based on outstanding principal balances as of December 31, 2021.

1 unchanged sentence

(6) Net of unamortized discount of $ 1,937 and $ 2,289 as of December 31, 2021 and 2020, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(7) The initial maturity term of each of these mortgage loans is two years , individually subject to three to five , one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender).

Our IH 2018-1, IH 2018-2, and IH 2018-3 mortgage loans have exercised the first extension option, and our IH 2017-2 mortgage loan has exercised the second extension option.

(7) The initial maturity term of each of these mortgage loans is two years , individually subject to three to five , one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe).

Our IH 2018-4 mortgage loan has exercised the first extension option, and our IH 2018-1, IH 2018-2, and IH 2018-3 mortgage loans have exercised the second extension option.

The maturity dates above reflect all extensions that have been exercised.

(8) On December 1, 2020, we submitted a notification to request an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2021 to March 9, 2022.

(9) On January 9, 2021, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2021 to January 9, 2022 was approved by the lender (see Note 15).

(8) On December 15, 2021, we submitted a notification to exercise an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2022 to March 9, 2023.

(9) On January 19, 2022, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2022 to January 9, 2023 was confirmed by the lender (see Note 15).

Securitization Transactions

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Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property.

As of December 31, 2020 and 2019, a total of 31,316 and 37,040 homes, respectively, with a net book value of $ 5,761,551 and $ 7,137,576 , respectively, are pledged pursuant to the mortgage loans.

As of December 31, 2021 and 2020, a total of 26,950 and 31,316 homes, respectively, with a gross book value of $ 6,043,652 and $ 6,888,308 , respectively, and a net book value of $ 4,922,037 and $ 5,761,551 , respectively, are pledged pursuant to the mortgage loans.

Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties.

8 unchanged sentences

These transactions had no effect on our consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date.

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(dollar amounts in thousands)

The Trusts are structured as pass-through entities that receive interest payments from the Securitizations and distribute those payments to the holders of the Certificates.

4 unchanged sentences

Therefore, we do not consolidate the Trusts.

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(dollar amounts in thousands)

Retained Certificates

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The Class B certificates bear a stated annual interest rate of 4.23 %, including applicable servicing fees.

For SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4, we retain 5 % of each class of certificates to meet the Risk Retention Rules.

For IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4, we retain 5 % of each class of certificates to meet the Risk Retention Rules.

These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 0.76 % to 1.45 %.

The retained certificates total $ 245,237 and $ 316,991 as of December 31, 2020 and 2019, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).

The retained certificates, net of discount, total $ 157,173 and $ 245,237 as of December 31, 2021 and 2020, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).

Loan Covenants

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Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves.

As of December 31, 2020, and through the date our consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants.

As of December 31, 2021, and through the date our consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants for the mortgage loans.

For the mortgage loans, prepayments of amounts owed by us are generally not permitted under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements.

3 unchanged sentences

For the years ended December 31, 2021, 2020, and 2019, we made voluntary and mandatory prepayments of $ 1,766,865 , $ 1,434,626 , and $ 997,421 , respectively, under the terms of the mortgage loan agreements.

During the year ended December 31, 2020, prepayments included the full repayment of the SWH 2017-1 mortgage loan.

During the year ended December 31, 2019, prepayments included the full repayment of the CSH 2016-2 mortgage loan.

During the year ended December 31, 2018, prepayments included full repayment of the CAH 2014-1, CAH 2014-2, CAH 2015-1, CSH 2016-1, IH 2015-1, IH 2015-2, and IH 2015-3 mortgage loans.

During the years ended December 31, 2021, 2020, and 2019, prepayments included the full repayment of the IH 2017-2, SWH 2017-1, and CSH 2016-2 mortgage loans, respectively.

INVITATION HOMES INC.

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The following table sets forth a summary of our Secured Term Loan indebtedness as of December 31, 2021 and 2020:

December 31, 2020 December 31, 2019

2021 December 31, 2020

Secured Term Loan

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Interest payments are made monthly.

The Secured Term Loan’s collateral pool contains 3,332 and 3,333 homes, respectively, as of December 31, 2020 and 2019, with a net book value of $ 719,762 and $ 734,759 , respectively.

The Secured Term Loan’s collateral pool contains 3,334 and 3,332 homes as of December 31, 2021 and 2020, respectively, with a gross book value of $ 801,318 and $ 791,860 , respectively, and a net book value of $ 703,492 and $ 719,762 , respectively.

2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to substitute properties representing up to 20 % of the collateral pool annually, and to substitute properties representing up to 100 % of the collateral pool over the life of the Secured Term Loan.

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Negative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with limitations surrounding (i) the amount of 2019-1 IH Borrower’s indebtedness and the nature of its investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of 2019-1 IH Borrower’s business activities, and (v) the required maintenance of specified cash reserves.

As of December 31, 2020, and through the date our consolidated financial statements were issued, we believe 2019-1 IH Borrower is in compliance with all affirmative and negative covenants.

As of December 31, 2021, and through the date our consolidated financial statements were issued, we believe 2019-1 IH Borrower is in compliance with all affirmative and negative covenants for the Secured Term Loan.

INVITATION HOMES INC.

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For the year ended December 31, 2020, we made mandatory prepayments of $ 101 .

No prepayments were made for the year ended December 31, 2019.

No such prepayments were made during the years ended December 31, 2021 and 2019.

Unsecured Notes

Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our existing shelf registration statement that automatically became effective upon filing with the SEC in July 2021 and expires in July 2024 or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”).

We utilize proceeds from the Unsecured Notes to fund:

(i) repayments of then-outstanding indebtedness, including the Securitizations;

(ii) closing costs in connection with the Unsecured Notes;

and (iii) general costs associated with our operations and other corporate purposes, including acquisitions.

Interest on the Unsecured Notes is payable semi-annually in arrears.

The following table sets forth a summary of our Unsecured Notes as of December 31, 2021 and 2020:

2021 December 31, 2020

Total Unsecured Notes, net (1)

$ 1,938,425 $ —

Deferred financing costs, net

$ 1,921,974 $ —

(1) Net of unamortized discount of $ 11,575 as of December 31, 2021.

Current Year Activity

The following activity occurred during the year ended December 31, 2021 with respect to the Unsecured Notes:

• On May 25, 2021, in a private placement transaction, we issued (1) $ 150,000 aggregate principal amount of 2.46 % Senior Notes, Series A due May 25, 2028 and (2) $ 150,000 aggregate principal amount of 3.18 % Senior Notes, Series B which mature on May 25, 2036.

• On August 6, 2021, in a public offering under our existing shelf registration statement, we issued $ 650,000 aggregate principal amount of 2.00 % Senior Notes which mature on August 15, 2031.

• On November 5, 2021, in a public offering under our existing shelf registration statement, we issued (1) $ 600,000 aggregate principal amount of 2.30 % Senior Notes which mature on November 15, 2028 and (2) $ 400,000 aggregate principal amount of 2.70 % Senior Notes which mature on January 15, 2034.

The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs more than one month prior to the maturity date.

The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding.

If any of the Unsecured Notes issued publicly under our registration statement

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are redeemed on or after a specified date that is either two or three months prior to the maturity date, the redemption price will not include a make-whole premium.

The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub, LLC (“IH Merger Sub”).

Prior to the September 17, 2021 execution of a parent guaranty agreement, the privately placed Unsecured Notes were not guaranteed.

Loan Covenants

The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt;

and they include the following financial covenants related to the incurrence of debt:

(i) an aggregate debt test;

(ii) a debt service test;

(iii) a maintenance of total unencumbered assets;

and (iv) a secured debt test.

The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates;

and they include the following financial covenants, subject to certain qualifications:

(i) a maximum total leverage ratio;

(ii) a maximum secured leverage ratio;

(iii) a maximum unencumbered leverage ratio;

(iv) a minimum fixed charge coverage ratio;

and (v) a minimum unsecured interest coverage ratio.

The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes.

As of December 31, 2021, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Unsecured Notes.

Term Loan Facility and Revolving Facility

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Proceeds from the Revolving Facility are used for general corporate purposes.

The following table sets forth a summary of the outstanding principal amounts under the Credit Facility and 2017 Credit Facility as of December 31, 2020 and 2019, respectively:

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The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of December 31, 2021 and 2020, respectively:

Date Interest

December 31, 2020 December 31, 2019

2021 December 31, 2020

Term Loan Facility (2)

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Term Loan Facility, net $ 2,478,122 $ 2,470,907

$ 2,470,907 $ 1,493,747

Revolving Facility (2)

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Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing, or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00 %.

The margin is based on a

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(dollar amounts in thousands)

total leverage based grid.

The margins for the Term Loan Facility, Revolving Facility, 2017 Term Loan Facility, and 2017 Revolving Facility are as follows:

After obtaining the requisite rating on our non-credit enhanced, senior unsecured long term debt as defined in the Credit Facility agreement (the “Investment Grade Rating”), we elected to convert to a credit rating based pricing grid (the “Pricing Grid Conversion”) effective April 22, 2021.

The margins for the Term Loan Facility and Revolving Facility under the credit rating based pricing grid are as follows:

Base Rate Loans LIBOR Rate Loans

1 unchanged sentence

Revolving Facility 0.00 % — 0.45 % 0.75 % — 1.45 %

Prior to the Pricing Grid Conversion, the margins were based on a total leverage based grid.

The margins for the Term Loan Facility, Revolving Facility, 2017 Term Loan Facility, and 2017 Revolving Facility under the total leverage based grid were as follows:

Base Rate Loans LIBOR Rate Loans

Term Loan Facility 0.45 % — 1.15 % 1.45 % — 2.15 %

Revolving Facility 0.50 % — 1.15 % 1.50 % — 2.15 %

In addition, the Credit Facility provides that, upon receiving an investment grade rating on its non-credit enhanced, senior unsecured long term debt of BBB- or better from Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or Baa3 or better from Moody’s Investors Service, Inc., we may elect to convert to a credit rating based pricing grid.

The margins for the Term Loan Facility and Revolving Facility under the credit rating based pricing grid are as follows:

Base Rate Loans LIBOR Rate Loans

2017 Term Loan Facility 0.70 % — 1.30 % 1.70 % — 2.30 %

2 unchanged sentences

This sustainability feature was not included in the 2017 Revolving Facility.

In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay an unused facility fee to the lenders under the Revolving Facility in respect of the unused commitments thereunder.

The unused facility fee rate is based on the daily unused amount of the Revolving Facility and is either 0.30 % or 0.20 % per annum based on the unused facility amount.

The unused facility fee rate for the 2017 Revolving Facility was 0.35 % or .20 % per annum based on the unused facility amount.

Upon conversion to a credit rating pricing based grid, the unused facility fee will no longer apply and we will be required to pay a facility fee ranging from 0.10 % to 0.30 %.

In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %.

We are also required to pay customary letter of credit fees.

Prior to the Pricing Grid Conversion, instead of a facility fee, we were required to pay an unused facility fee to the lenders under the Revolving Facility and the 2017 Revolving Facility in respect of the unused commitments thereunder.

The unused facility fee rate was either 0.30 % or 0.20 % per annum for the Revolving Facility and 0.35 % or 0.20 % per annum for the 2017 Revolving Facility.

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(dollar amounts in thousands)

Prepayments and Amortization

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Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of the Subsidiary Guarantors (as defined below) and their respective subsidiaries to (i) engage in certain mergers, consolidations or liquidations, (ii) sell, lease or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.

The Credit Facility also requires us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse leverage ratio.

Prior to obtaining an Investment Grade Rating, we were also required to maintain a maximum secured recourse leverage ratio.

If an event of default occurs, the lenders under the Credit Facility are entitled to take various actions, including the acceleration of amounts due under the Credit Facility.

As of December 31, 2020, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants.

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(dollar amounts in thousands)

As of December 31, 2021, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Credit Facility.

Guarantees and Security

The obligations under the Credit Facility are guaranteed on a joint and several basis by each of our direct and indirect domestic wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”), subject to certain exceptions.

These guarantees will be automatically released upon the occurrence of certain events, including if the applicable Subsidiary Guarantor is no longer a direct owner of an unencumbered asset.

In addition, INVH and each subsidiary of INVH that owns equity in the Borrower may be required to provide a guarantee of the Credit Facility under certain circumstances, including if INVH does not maintain its qualification as a REIT.

After we obtained the requisite Investment Grade Rating, our direct and indirect wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”) were released from their previous guarantee requirements under the Credit Facility (the “Investment Grade Release”) effective May 5, 2021.

Prior to the Investment Grade Release, the obligations under the Credit Facility were guaranteed on a joint and several basis by each Subsidiary Guarantor, subject to certain exceptions.

On September 17, 2021, as a result of the execution of a parent guaranty agreement, the obligations under the Credit Facility became guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub.

Although the 2017 Credit Facility was secured, such security interests have been released and the Credit Facility is unsecured.

Convertible Senior Notes

In connection with the Mergers, we assumed SWH’s convertible senior notes.

In connection with the SWH merger, we assumed certain convertible senior notes.

In July 2014, SWH issued $ 230,000 in aggregate principal amount of 3.00 % convertible senior notes due 2019 (the “2019 Convertible Notes”).

Interest on the 2019 Convertible Notes was payable semiannually in arrears on January 1st and July 1st of each year.

The notes matured on July 1, 2019, and we settled substantially all of the outstanding balance of the 2019 Convertible Notes through the issuance of 12,553,864 shares of our common stock.

The notes matured on July 1, 2019, and on that date we settled substantially all of the outstanding principal balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares of our common stock.

In January 2017, SWH issued $ 345,000 in aggregate principal amount of 3.50 % convertible senior notes due 2022 (the “2022 Convertible Notes” and together with the 2019 Convertible Notes, the “Convertible Senior Notes”).

Interest on the 2022 Convertible Notes is payable semiannually in arrears on January 15th and July 15th of each year.

The 2022 Convertible Notes will mature on January 15, 2022.

Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year.

Effective July 15, 2021, we notified note holders of our intent to settle conversions of the 2022 Convertible Notes in shares of common stock.

During the year ended December 31, 2021, we settled $ 203,510 of principal balance outstanding of the 2022 Convertible Notes with the issuance of 8,943,374 shares of our common stock.The notes matured on January 15, 2022;

and on January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

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(dollar amounts in thousands)

The following table summarizes the terms of the Convertible Senior Notes outstanding as of December 31, 2021 and 2020:

1 unchanged sentence

Remaining Amortization

December 31, 2020 December 31, 2019

2021 December 31, 2020

2022 Convertible Notes

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(2) The conversion rate as of December 31, 2021 represents the number of shares of common stock issuable per $ 1,000 principal amount (actual $) of the 2022 Convertible Notes converted on such date, as adjusted in accordance with the indenture as a result of cash dividend payments and the effects of previous mergers.

As of December 31, 2020, the 2022 Convertible Notes do not meet the criteria for conversion.

We have the option to settle the 2022 Convertible Notes in cash, common stock, or a combination thereof.

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

Terms of Conversion

1 unchanged sentence

At the settlement date, the conversion rate applicable to the 2019 Convertible Notes was 54.5954 shares of our common stock per $ 1,000 principal amount (actual $) of the 2019 Convertible Notes (equivalent to a conversion price of approximately $ 18.32 per common share — actual $).

For the years ended December 31, 2019 and 2018, interest expense for the 2019 Convertible Notes, including non-cash amortization of discounts, was $ 5,586 and $ 11,057 , respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

For the year ended December 31, 2019, interest expense for the 2019 Convertible Notes, including non-cash amortization of discounts, was $ 5,586 .

As of December 31, 2021, the conversion rate applicable to the 2022 Convertible Notes is 44.0184 shares of our common stock per $ 1,000 principal amount (actual $) of the 2022 Convertible Notes (equivalent to a conversion price of approximately $ 22.72 per common share — actual $).

The conversion rate for the 2022 Convertible Notes is subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest.

In addition, following certain events that occur prior to the maturity date, we will adjust the conversion rate for a holder who elects to convert its 2022 Convertible Notes in connection with such an event in certain circumstances.

At any time prior to July 15, 2021, holders may convert the 2022 Convertible Notes at their option only under specific circumstances as defined in the indenture agreement, dated as of January 10, 2017, between us and our trustee, Wilmington Trust National Association (the “Convertible Notes Trustee”).

On or after July 15, 2021 and until maturity, holders may convert all or any portion of the 2022 Convertible Notes at any time.

Upon conversion, we will pay or deliver, as the case may be, cash, common stock, or a combination of cash and common stock, at our election.

At any time prior to July 15, 2021, holders were able to convert the 2022 Convertible Notes at their option only under specific circumstances as defined in the indenture agreement, dated as of January 10, 2017, between us and our trustee, Wilmington Trust National Association (the “Convertible Notes Trustee”).

On or after July 15, 2021 and until maturity, holders were able to convert all or any portion of the 2022 Convertible Notes at any time.

Effective July 15, 2021, we notified note holders of our intent to settle conversions of the 2022 Convertible Notes in shares of common stock.

During the year ended December 31, 2021, we settled $ 203,510 of principal balance outstanding of the 2022 Convertible Notes with the issuance of 8,943,374 shares of our common stock.

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

The “if-converted” value of the 2022 Convertible Notes exceeds the principal amount by $ 140,895 as of December 31, 2021 as the closing market price of our common stock of $ 45.34 per common share (actual $) exceeds the implicit conversion price.

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General Terms

We may not redeem the 2022 Convertible Notes prior to their maturity date except to the extent necessary to preserve our status as a REIT for United States federal income tax purposes, as further described in the indenture.

If we undergo a fundamental change as defined in the indenture, holders may require us to repurchase for cash all or any portion of their 2022 Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

The indenture contains customary terms and covenants and events of default.

If an event of default occurs and is continuing, the Convertible Notes Trustee, by notice to us, or the holders of at least 25 % in aggregate principal amount of the outstanding 2022 Convertible Notes, by notice to us and the Convertible Notes Trustee, may, and the Convertible Notes Trustee at the request of such holders shall, declare 100 % of the principal of and accrued and unpaid interest on all the 2022 Convertible Notes to be due and payable.

In the case of an event of default arising out of certain events of bankruptcy, insolvency or reorganization in respect to us (as set forth in the indenture), 100 % of the principal of and accrued and unpaid interest on the 2022 Convertible Notes will automatically become due and payable.

We could not redeem the 2022 Convertible Notes prior to their maturity date except to the extent necessary to preserve our status as a REIT for United States federal income tax purposes, as further described in the indenture.

If we had incurred a fundamental change as defined in the indenture, holders were able to require us to repurchase for cash all or any portion of their 2022 Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

The indenture contained customary terms and covenants and events of default.

If an event of default occurred and continued, the Convertible Notes Trustee, by notice to us, or the holders of at least 25 % in aggregate principal amount of the

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outstanding 2022 Convertible Notes, by notice to us and the Convertible Notes Trustee, were able to, and the Convertible Notes Trustee at the request of such holders was expected to, declare 100 % of the principal of and accrued and unpaid interest on all the 2022 Convertible Notes to be due and payable.

In the case of an event of default arising out of certain events of bankruptcy, insolvency, or reorganization in respect to us (as set forth in the indenture), 100 % of the principal of and accrued and unpaid interest on the 2022 Convertible Notes would have automatically become due and payable.

Debt Maturities Schedule

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Year Mortgage

Secured Term Loan Term Loan Facility (3)

Secured Term Loan Unsecured Notes Term Loan Facility (3)

Revolving Facility (3)

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unamortized fair value adjustment — — — — — ( 93 ) ( 93 )

— — — — ( 5,596 ) ( 5,596 )

unamortized debt discount ( 1,937 ) — ( 11,575 ) — — — ( 13,512 )

$ 3,055,853 $ 401,313 $ 1,921,974 $ 2,478,122 $ — $ 141,397 $ 7,998,659

1 unchanged sentence

If fully extended, we would have no mortgage loans maturing before 2025.

Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and

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delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender.

(2) On December 1, 2020, we submitted a notification to request an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2021 to March 9, 2022.

Additionally, on January 9, 2021, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2021 to January 9, 2022 was approved by the lender (see Note 15).

(3) If we exercise the two six month extension options, the maturity date will be in 2026.

Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe.

(2) On December 15, 2021, we submitted a notification to exercise an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2022 to March 9, 2023.

Additionally, on January 19, 2022, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2022 to January 9, 2023 was confirmed by the lender (see Note 15).

(3) If we exercise the two six month extension options, the maturity date will be January 31, 2026.

Note 8— Derivative Instruments

5 unchanged sentences

We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments.

Currently, each of our swap agreements is indexed to LIBOR and is designated for hedge accounting purposes.

LIBOR is set to expire at the end of 2021, and we will work with the counterparties to our swap agreements to adjust each floating rate to a comparable or successor rate.

Currently, each of our swap agreements is indexed to one month LIBOR and is designated for hedge accounting purposes.

One month LIBOR is set to expire after June 30, 2023, and we will work with the counterparties to our swap agreements to adjust each floating rate to a comparable or successor rate.

Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.

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The table below summarizes our interest rate swap instruments as of December 31, 2021:

2 unchanged sentences

Rate Index Notional

December 11, 2019 February 28, 2017 December 31, 2024 1.74 % One month LIBOR $ 750,000

April 19, 2018 January 31, 2019 January 31, 2025 2.86 % One month LIBOR $ 400,000

2 unchanged sentences

April 19, 2018 March 15, 2019 February 28, 2025 2.86 % One month LIBOR 400,000

January 10, 2017 January 15, 2020 January 15, 2021 2.13 % One month LIBOR 550,000

May 8, 2018 March 9, 2020 June 9, 2025 2.99 % One month LIBOR 325,000

May 8, 2018 June 9, 2020 June 9, 2025 2.99 % One month LIBOR 595,000

June 3, 2016 July 15, 2020 July 15, 2021 1.47 % One month LIBOR 450,000

June 28, 2018 August 7, 2020 July 9, 2025 2.90 % One month LIBOR 1,100,000

January 10, 2017 January 15, 2021 July 15, 2021 2.23 % One month LIBOR 550,000

December 9, 2019 July 15, 2021 November 30, 2024 2.90 % One month LIBOR 400,000

1 unchanged sentence

November 7, 2018 March 15, 2022 July 31, 2025 3.16 % One month LIBOR 400,000

During the year ended December 31, 2020, we terminated an interest rate swap and paid the counterparty $ 15,249 in connection with this termination.

During the years ended December 31, 2021 and 2020, we terminated interest rate swaps and paid the counterparties $ 20,798 and $ 15,249 , respectively, in connection with these terminations.

During the year ended December 31, 2019, we modified the start date of an interest rate swap and paid the counterparty $ 8,239 in connection with the modification.

2 unchanged sentences

During the next 12 months, we estimate that $ 115,770 will be reclassified to earnings as an increase in interest expense.

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During the year ended December 31, 2020, we accelerated the reclassification of certain amounts in other comprehensive income to earnings as a result of a portion of the hedged forecasted transactions becoming probable not to occur.

3 unchanged sentences

Concurrent with entering into certain of the mortgage loan agreements and in connection with previous mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third party lenders.

Currently, each of our cap agreements is indexed to LIBOR, which is set to expire at the end of 2021.

Currently, each of our cap agreements is indexed to one month LIBOR, which is set to expire on June 30, 2023.

We will work with the counterparties to our cap agreements to adjust each floating rate to a comparable or successor rate.

3 unchanged sentences

The purchased and sold interest rate caps have strike prices ranging from approximately 3.75 % to 7.56 %.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Fair Values of Derivative Instruments on the Consolidated Balance Sheets

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Fair Value as of Fair Value as of

Sheet Location December 31, 2020 December 31, 2019 Balance

Sheet Location December 31, 2020 December 31, 2019

Sheet Location December 31,

2021 December 31, 2020 Balance

Sheet Location December 31,

2021 December 31, 2020

Derivatives designated as hedging instruments:

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Total $ 6 $ 1 $ 271,156 $ 539,560

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Offsetting Derivatives

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(dollar amounts in thousands)

Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Loss and the Consolidated Statements of Operations

The tables below present the effect of our derivative financial instruments in the consolidated statements of comprehensive loss and the consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018:

Amount of Loss Recognized

in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Total Amount of Interest Expense Presented in the Consolidated Statements of Operations

Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations

The tables below present the effect of our derivative financial instruments in the consolidated statements of comprehensive income (loss) and the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019:

Amount of Gain (Loss) Recognized

in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income Total Amount of Interest Expense Presented in the Consolidated Statements of Operations

For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,

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Recognized in

Net Income (Loss) on Derivative Amount of Loss Recognized in Net Income (Loss) on Derivative

Net Income on Derivative Amount of Loss Recognized in Net Income on Derivative

For the Years Ended December 31,

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2021 Public Offering

On June 4, 2020, we completed an underwritten public offering of 16,675,000 shares of our common stock, including 2,175,000 shares sold pursuant to the underwriters’ full exercise of the option to purchase additional shares.

During the year ended December 31, 2020, this offering generated net proceeds of $ 447,533 , after giving effect to commissions and other costs totaling $ 6,861 .

During the year ended December 31, 2021, we completed an underwritten public offering of 14,375,000 shares of our common stock, including 1,875,000 shares sold pursuant to the underwriters’ full exercise of the option to purchase additional shares.

This offering generated net proceeds of $ 571,201 , after giving effect to commissions and other costs totaling $ 3,799 .

INVITATION HOMES INC.

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(dollar amounts in thousands)

2020 Public Offering

During the year ended December 31, 2020, this offering generated net proceeds of $ 447,533 , after giving effect to commissions and other costs totaling $ 6,861 .

At the Market Equity Program

On August 22, 2019, we entered into distribution agreements with a syndicate of banks (the “Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 800,000 of our common stock through the Agents (the “2019 ATM Equity Program”).

During the years ended December 31, 2020 and 2019, we sold 8,413,224 and 1,957,139 , respectively, shares of our common stock under our ATM Equity Program, generating net proceeds of $ 239,190 and $ 55,263 , respectively, after giving effect to Agent commissions and other costs totaling $ 3,851 and $ 1,696 , respectively.

As of December 31, 2020, $ 500,000 remains available for future offerings under the ATM Equity Program.

During the years ended December 31, 2021, 2020, and 2019, we sold 9,008,528 , 8,413,224 and 1,957,139 shares of our common stock, respectively, under our 2019 ATM Equity Program, generating net proceeds of $ 362,589 , $ 239,190 , and $ 55,263 , respectively, after giving effect to Agent commissions and other costs totaling $ 6,225 , $ 3,851 , and $ 1,696 , respectively.

We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program (defined below).

On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”).

In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction.

During the year ended December 31, 2021, we did not sell any shares of our common stock under our 2021 ATM Equity Program.

To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income.

We intend to pay quarterly dividends to our stockholders, which in the aggregate are approximately equal to or exceed our net taxable income in the relevant year.

We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year.

The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.

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Q1-2020 February 12, 2020 0.15 February 28, 2020 81,673

On January 28, 2021, our board of directors declared a dividend of $ 0.17 per share to stockholders of record on February 10, 2021, which is payable on February 26, 2021.

On February 2, 2022, our board of directors declared a dividend of $ 0.22 per share to stockholders of record on February 14, 2022, which is payable on February 28, 2022 (see Note 15).

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 10— Share-Based Compensation

Prior to completion of the IPO, our board of directors adopted, and our stockholders approved, the Invitation Homes Inc.

2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders.

Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc.

2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders.

Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.

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Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st.

6 unchanged sentences

Such awards are reflected as an increase in the number of awards granted and vested in the table below.

Certain other LTIP PRSUs did not achieve performance criteria, resulting in the cancellation of 5,348 and 52,896 awards during the years ended years ended December 31, 2020 and 2019, respectively.

Certain other LTIP PRSUs did not achieve performance criteria, resulting in the cancellation of 47,145 , 5,348 , and 52,896 awards during the years ended December 31, 2021, 2020, and 2019, respectively.

Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below.

As of December 31, 2020, all PRSU awards issued as part of the 2017 LTIP have fully vested.

• Director Awards:

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• Supplemental Bonus Plan:

Upon the completion of our IPO, $ 59,797 of supplemental bonus awards were converted into 2,988,120 time-vesting RSUs that generally vested in three equal installments unless modified in connection with the Mergers or the resulting integration.

Upon the completion of our IPO, $ 59,797 of supplemental bonus awards were converted into 2,988,120 time-vesting RSUs that generally vested in three equal installments unless otherwise modified.

During the year ended December 31, 2019, the final supplemental bonus awards were fully vested.

• Merger-Related Awards:

During the year ended December 31, 2018, the grant date was established for 168,184 PRSUs issued in connection with the Mergers.

During the year ended December 31, 2018, the grant date was established for 168,184 PRSUs issued in connection with the SWH merger.

These merger-related PRSUs were eligible to be earned based on the achievement of certain measures over performance periods that began on the Merger Date and ended approximately one and a half to three years thereafter.

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During the year ended December 31, 2019, vesting of all remaining time-vesting merger-related awards was accelerated in accordance with the terms of the award agreement.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

During the year ended December 31, 2019, 77,926 of such PRSUs were forfeited;

4 unchanged sentences

Each of the 2018 Bonus Awards is a time-vesting award which vests in three equal annual installments based on an anniversary date of March 1, 2018, subject to continued employment through the applicable vesting date.

As of December 31, 2020, 138,122 retention awards issued during the year ended December 31, 2017 remain outstanding and are scheduled to vest in June 2021.

As of December 31, 2021, the retention awards issued during the year ended December 31, 2017 were fully vested.

Assumed Awards

In connection with the Mergers, we assumed the terms of award agreements governing 949,698 (as calculated in number of INVH shares of common stock) non-vested RSUs granted prior to the Mergers under SWH’s equity incentive plans.

Each assumed award was a time-vesting award that was issued with service periods ranging from three years to four years, unless accelerated pursuant to the original agreement or otherwise modified in connection with the Mergers or the resulting integration.

During the year ended December 31, 2020 , the final SWH equity awards were fully vested.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

In connection with the SWH merger, we assumed the terms of award agreements governing 949,698 (as calculated in number of INVH shares of common stock) non-vested RSUs granted prior to the Merger Date under SWH’s equity incentive plans.

Each assumed award was a time-vesting award that was issued with service periods ranging from three years to four years , unless accelerated pursuant to the original agreem ent or otherwise modified.

During the year ended December 31, 2020, the fina l SWH equity awards were fully vested.

Outperformance Awards

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The current aggregate $ 12,160 grant-date fair value of the Outperformance Awards still outstanding was determined based on Monte-Carlo option pricing models which estimate the probability of the vesting conditions being satisfied.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Summary of Total Share-Based Awards

4 unchanged sentences

Date Fair Value

(Actual $) Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted

(Actual $) Number Weighted

Average Grant

Date Fair Value

(Actual $) Number Weighted

Average Grant

Date Fair Value

Balance, December 31, 2018 1,595,644 $ 21.63 888,733 $ 22.09 2,484,377 $ 21.79

11 unchanged sentences

( 396,185 ) ( 23.44 ) ( 436,493 ) ( 23.31 ) ( 832,678 ) ( 23.37 )

( 339,448 ) ( 22.81 ) ( 353,156 ) ( 22.04 ) ( 692,604 ) ( 22.42 )

Forfeited / canceled

6 unchanged sentences

During the years ended December 31, 2021, 2020, and 2019, 1,033 , 2,109 , and 295,459 RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Grant-Date Fair Values

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(1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and the applicable index.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Summary of Total Share-Based Compensation Expense

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For additional information related to our investments in equity securities as of December 31, 2021 and 2020, refer to Note 6.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Recurring Fair Value Measurements

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Liabilities carried at historical cost on the consolidated balance sheets:

Unsecured Notes — public offering (2)

Level 1 $ 1,638,425 $ 1,599,001 $ — $ —

Mortgage loans (3)

Level 2 3,065,620 3,110,862 4,832,133 4,923,107

Unsecured Notes — private placement (4)

Level 2 300,000 298,822 — —

Secured Term Loan (5)

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(1) The carrying values of investments in debt securities are shown net of discount.

(2) The carrying values of the mortgage loans are shown net of discount and exclude $ 12,035 and $ 27,946 of deferred financing costs as of December 31, 2020 and 2019, respectively.

(2) The carrying value of the Unsecured Notes — public offering includes unamortized discount of $ 11,575 and excludes $ 14,934 of deferred financing costs as of December 31, 2021.

(3) The carrying values of the mortgage loans are shown net of discount and excludes $ 9,767 and $ 12,035 of deferred financing costs as of December 31, 2021 and 2020, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(4) The carrying value of the Unsecured Notes — private placement excludes $ 1,517 of deferred financing costs as of December 31, 2021.

(5) The carrying value of the Secured Term Loan excludes $ 2,050 and $ 2,268 of deferred financing costs as of December 31, 2021 and 2020, respectively.

(4) The carrying value of the Term Loan Facility excludes $ 29,093 and $ 6,253 of deferred financing costs as of December 31, 2020 and 2019, respectively.

(6) The carrying values of the Term Loan Facility excludes $ 21,878 and $ 29,093 of deferred financing costs as of December 31, 2021 and 2020, respectively.

(7) The carrying values of the Convertible Senior Notes include unamortized discounts of $ 93 and $ 5,596 as of December 31, 2021 and 2020, respectively.

The fair values of our investment in debt securities and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at the end of the period.

The following table displays the significant unobserverable inputs used to develop our Level 3 fair value measurements as of December 31, 2020:

We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy.

The fair values of our investments in debt securities, Unsecured Notes — private placement, and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.

We review the fair value hierarchy classifications each reporting period.

Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities.

Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur.

Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.

Our assessment resulted in a transfer of the Unsecured Notes — private placement from Level 3 to Level 2 during the fourth quarter of 2021.

These notes were issued in May 2021 and have a carrying value of $ 300,000 , excluding deferred financing costs, and an estimated fair value of $ 298,822 as of December 31, 2021.

The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of December 31, 2021:

Quantitative Information about Level 3 Fair Value Measurement (1)

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Effective Rate 1.06 %

(1) Our Level 3 fair value instruments require interest only monthly payments.

(1) Our Level 3 fair value instruments require interest only payments.

INVITATION HOMES INC.

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During the year ended December 31, 2020, we relocated one of our corporate offices and vacated the former location.

As the expected undiscounted sublease payments through the remaining original lease term of the vacated office space no longer exceed the carrying value of the related ROU lease asset, we concluded that the ROU lease asset was not fully recoverable.

As the expected undiscounted sublease payments through the remaining original lease term of the vacated office space no longer exceeded the carrying value of the related ROU lease asset, we concluded that the ROU lease asset was not fully recoverable.

During the year ended December 31, 2020, we recorded impairment of $ 1,750 in other, net in the consolidated statements of operations.

The fair value of the ROU lease asset measured at fair value on a nonrecurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on a discounted cash flow analysis reflective of the income expected from a sublease.

We did not record any impairment of our ROU lease assets during the years ended December 31, 2021 and 2019.

For additional information related to our ROU lease assets as of December 31, 2021 and 2020, refer to Note 6.

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(in thousands, except share and per share data)

Net income (loss) available to common stockholders — basic and diluted $ 195,764 $ 145,068 $ ( 5,744 )

Net income available to common stockholders — basic and diluted $ 261,098 $ 195,764 $ 145,068

Weighted average common shares outstanding — basic 577,681,070 553,993,321 531,235,962

1 unchanged sentence

Incremental shares attributed to non-vested share-based awards 1,528,453 1,465,286 1,263,825

1,465,286 1,263,825 —

Weighted average common shares outstanding — diluted 579,209,523 555,458,607 532,499,787

Net income (loss) per common share — basic $ 0.35 $ 0.27 $ ( 0.01 )

Net income (loss) per common share — diluted $ 0.35 $ 0.27 $ ( 0.01 )

Net income per common share — basic $ 0.45 $ 0.35 $ 0.27

Net income per common share — diluted $ 0.45 $ 0.35 $ 0.27

Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive.

For the years ended December 31, 2021, 2020, and 2019, 16,939 , 467 , and 121 , incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator as their inclusion would have been anti-dilutive.

For the years ended December 31, 2020, 2019, and 2018, the vested OP Units have been excluded from the computation of EPS because all income attributable to the OP Units has been recorded as non-controlling interest and thus excluded from net income (loss) available to common stockholders.

For the years ended December 31, 2019 and 2018, using the “if-converted” method, 6,225,341 and 12,420,013 , respectively, potential shares of common stock for the 2019 Convertible Notes for the period prior to conversion are excluded from the computation of diluted EPS as they are anti-dilutive.

For the years ended December 31, 2020, 2019, and 2018, 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes are also excluded from the computation of diluted EPS as they are anti-dilutive.

For the years ended December 31, 2021, 2020, and 2019, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.

For the year ended December 31, 2019, 6,225,341 potential shares of common stock for the 2019 Convertible Notes for the period prior to conversion are excluded from the computation of diluted EPS as they are anti-dilutive.

For the years ended December 31, 2021, 2020, and 2019, using the “if-converted” method 11,293,203 , 15,100,443 , and 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes, respectively, are excluded from the computation of diluted EPS as they are anti-dilutive.

Additionally, no adjustment to the numerator is required for interest expense related to the Convertible Senior Notes for the years ended December 31, 2021, 2020, and 2019.

See Note 7 for further discussion about the Convertible Senior Notes.

See Note 7 for further discussion about the 2022 Convertible Notes.

Note 13— Income Tax

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We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

As of December 31, 2020 and 2019, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits.

As of December 31, 2021 and 2020, we have no t recorded any deferred tax assets and liabilities or unrecognized tax benefits.

We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

We have sold assets that were either subject to Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs.

We have sold assets that were either subject to Section 337(d) of the Code or were held by TRSs.

These transactions resulted in $ 551 , $ 870 , and $ 2,490 of current income tax expense for the years ended December 31, 2021, 2020, and 2019, respectively, which has been recorded in gain on sale of property, net of tax in the consolidated statements of operations.

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For the Years Ended December 31,

2021 2020 2019

Operating lease cost:

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Total finance lease cost $ 3,104 $ 2,797 $ 550

During the year ended December 31, 2018, we incurred rent and other related occupancy expenses of $ 6,306 .

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 1,357 homes over the next six years.

Estimated remaining commitments under these agreements total approximately $ 420,000 as of December 31, 2021.

Insurance Policies

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Legal Matters

We are subject to various legal proceedings and claims that arise in the ordinary course of our business.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as congressional and regulatory inquiries and engagements.

We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss.

We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our consolidated financial statements.

Note 15—Subsequent Events

In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2020, for potential recognition or disclosure.

INVITATION HOMES INC.

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(dollar amounts in thousands)

Note 15— Subsequent Events

In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2021, for potential recognition or disclosure.

Settlement of the 2022 Convertible Notes

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 .

Extensions of Existing Mortgage Loans

On January 9, 2021, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2021 to January 9, 2022 was approved by the lender.

On January 19, 2022, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2022 to January 9, 2023 was confirmed by the lender.

Dividend Declaration

On January 28, 2021, our board of directors declared a dividend of $ 0.17 per share to stockholders of record on February 10, 2021, which is payable on February 26, 2021.

On February 2, 2022, our board of directors declared a dividend of $ 0.22 per share to stockholders of record on February 14, 2022, which is payable on February 28, 2022 .

INVITATION HOMES INC.

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Excluded from this is original issue discount, deferred financing costs, and 23 held for sale properties with an encumbered balance of $ 3,789 .

(3) The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $ 17,003,597 (unaudited) as of December 31, 2020.

(3) The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $ 18.2 billion (unaudited) as of December 31 , 2021 .

INVITATION HOMES INC.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures