Invitation Homes Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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. 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. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Changes in Internal Control There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Our management with the participation of our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022. This evaluation was 77 based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022 to accomplish their objectives at the reasonable assurance level. Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2022. The report is included herein. 78 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Invitation Homes Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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 consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 22, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Dallas, Texas February 22, 2023 79 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 80 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference from the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference from the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated from reference to the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference from the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference from the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. 81 PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this report: (a) Financial Statements Invitation Homes Inc. Consolidated Financial Statements as of December 31, 2022 and 2021 and for the three years in the period ended December 31, 2022 Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Comprehensive Income (Loss) F- 5 Consolidated Statements of Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 (b) Financial Statement Schedule Invitation Homes Inc. as of December 31, 2022 and for the three years in the period ended December 31, 2022 Schedule III Real Estate and Accumulated Depreciation F- 44 (c) Exhibits 82 EXHIBIT INDEX Exhibit number Description 2.1 Agreement and Plan of Merger, dated August 9, 2017, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes and Starwood Waypoint Homes Partnership, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). 3.1 Charter of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). 3.2 Amended and Restated Bylaws of Invitation Homes Inc., dated as of February 2, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 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. 1-36163) filed January 10, 2017). 4.3 Form of 3.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 10, 2017). 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). 4.5 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 including 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). 4.9 Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit 4. 2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022). 83 Exhibit number Description 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). 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. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). 10.7 Amended and Restated Registration Rights Agreement, dated as of October 4, 2016, among SWH and the other parties named therein (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1- 36163) filed with the SEC on October 11, 2016). 10.8 Assignment and Assumption Agreement, dated as of November 16, 2017, between Invitation Homes Inc. 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). 10.9 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. 1-38004) filed on December 9, 2020). 10.10 Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, 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. 1-38004) filed on June 22, 2022). 10.11 Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed May 1, 2017). 10.12 Loan Agreement, dated as of November 9, 2017, between IH 2017-2 Borrower, LP, as Borrower, and German American Capital Corporation, 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 November 9, 2017). 84 Exhibit number Description 10.13 Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, 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 February 12, 2018). 10.14 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. 1-38004) filed on May 9, 2018). 10.15 Loan Agreement, dated as of June 28, 2018, between IH 2018-3 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on July 2, 2018). 10.16 Loan Agreement, dated as of November 7, 2018, between IH 2018-4 Borrower LP, as Borrower, and German American Capital Corporation, 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 November 8, 2018). 10.17 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). 10.18 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). 10.19 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). † 10.20 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). † 10.21 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). † 10.22 Employment Agreement with Dallas B. Tanner, dated November 9, 2015 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). † 10.23 Employment Agreement with Ernest M. Freedman, dated September 4, 2015 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). † 10.24 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). † 10.25 Form of Award Notice and Restricted Stock Unit Agreement (2019 LTIP Equity Award) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on May 7, 2019). † 10.26 2019 Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on July 31, 2019). † 85 Exhibit number Description 10.27 Invitation Homes Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on May 7, 2020.) † 10.28 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).† 10.29 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).† 10.30 Form of Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on April 28, 2022) .† 10.31 Form of Award Notice and Restricted Stock Unit Agreement (2022 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 28, 2022). † 10.32 Executive Transition Services Agreement dated February 1, 2023, between Ernest M. Freedman and Invitation Homes Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 1, 2023) . † 21.1 Subsidiaries of the Registrant. 23.1 Consent of Deloitte & Touche LLP. 31.1 Certificate of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certificate of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 86 Exhibit number Description 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 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. 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. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. 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 or other documents. ITEM 16. FORM 10-K SUMMARY None. 87 SIGNATURES 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 22nd day of February 2023. Invitation Homes Inc. By: /s/ Dallas B. Tanner Name: Dallas B. Tanner Title: 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 22nd day of February 2023. Signature Title /s/ Dallas B. Tanner President, Chief Executive Officer, and Director Dallas B. Tanner (Principal Executive Officer) /s/ Ernest M. Freedman Executive Vice President and Chief Financial Officer Ernest M. Freedman (Principal Financial Officer) /s/ Kimberly K. Norrell Executive Vice President and Chief Accounting Officer Kimberly K. Norrell (Principal Accounting Officer) /s/ Michael D. Fascitelli Chairman and Director Michael D. Fascitelli /s/ Jana C. Barbe Director Jana C. Barbe /s/ Richard D. Bronson Director Richard D. Bronson /s/ Jeffrey E. Kelter Director Jeffrey E. Kelter /s/ Joseph D. Margolis Director Joseph D. Margolis 88 Signature Title /s/ John B. Rhea Director John B. Rhea /s/ J. Heidi Roizen Director J. Heidi Roizen /s/ Janice L. Sears Director Janice L. Sears 89 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Invitation Homes Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Investments in Single-Family Residential Properties—Refer to Notes 2 and 3 to the financial statements Critical Audit Matter Description The Company owned approximately 83,000 individual single-family residential properties with a net book value of $17.1 billion as of December 31, 2022. The Company capitalizes costs to acquire, stabilize, and prepare single-family residential properties to be leased. The determination of which costs to capitalize requires significant management judgment. 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 F-1 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, 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 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 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, 2022. We also selected a sample of properties sold after December 31, 2022 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2022. • We selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale. /s/ Deloitte & Touche LLP Dallas, Texas February 22, 2023 We have served as the Company’s auditor since 2013. F-2 INVITATION HOMES INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2022 and 2021 (in thousands, except shares and per share data) December 31, 2022 December 31, 2021 Assets: Investments in single-family residential properties: Land $ 4,800,110 $ 4,737,938 Building and improvements 15,900,825 15,270,443 20,700,935 20,008,381 Less: accumulated depreciation ( 3,670,561 ) ( 3,073,059 ) Investments in single-family residential properties, net 17,030,374 16,935,322 Cash and cash equivalents 262,870 610,166 Restricted cash 191,057 208,692 Goodwill 258,207 258,207 Investments in unconsolidated joint ventures 280,571 130,395 Other assets, net 513,629 395,064 Total assets $ 18,536,708 $ 18,537,846 Liabilities: Mortgage loans, net $ 1,645,795 $ 3,055,853 Secured term loan, net 401,530 401,313 Unsecured notes, net 2,518,185 1,921,974 Term loan facilities, net 3,203,567 2,478,122 Revolving facility — — Convertible senior notes, net — 141,397 Accounts payable and accrued expenses 198,423 193,633 Resident security deposits 175,552 165,167 Other liabilities 70,025 341,583 Total liabilities 8,213,077 8,699,042 Commitments and contingencies (Note 14) Equity: Stockholders' equity Preferred stock, $ 0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, 2022 and 2021 — — Common stock, $ 0.01 par value per share, 9,000,000,000 shares authorized, 611,411,382 and 601,045,438 outstanding as of December 31, 2022 and 2021, respectively 6,114 6,010 Additional paid-in capital 11,138,463 10,873,539 Accumulated deficit ( 951,220 ) ( 794,869 ) Accumulated other comprehensive income (loss) 97,985 ( 286,938 ) Total stockholders' equity 10,291,342 9,797,742 Non-controlling interests 32,289 41,062 Total equity 10,323,631 9,838,804 Total liabilities and equity $ 18,536,708 $ 18,537,846 The accompanying notes are an integral part of these consolidated financial statements. F-3 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except shares and per share data) For the Years Ended December 31, 2022 2021 2020 Revenues: Rental revenues and other property income $ 2,226,641 $ 1,991,722 $ 1,822,828 Management fee revenues 11,480 4,893 — Total revenues 2,238,121 1,996,615 1,822,828 Expenses: Property operating and maintenance 786,351 706,162 680,543 Property management expense 87,936 71,597 58,613 General and administrative 74,025 75,815 63,305 Interest expense 304,092 322,661 353,923 Depreciation and amortization 638,114 592,135 552,530 Impairment and other 28,697 8,676 696 Total expenses 1,919,215 1,777,046 1,709,610 Gains (losses) on investments in equity securities, net ( 3,939 ) ( 9,420 ) 29,723 Other, net ( 11,261 ) ( 5,835 ) ( 86 ) Gain on sale of property, net of tax 90,699 60,008 54,594 Losses from investments in unconsolidated joint ventures ( 9,606 ) ( 1,546 ) — Net income 384,799 262,776 197,449 Net income attributable to non-controlling interests ( 1,470 ) ( 1,351 ) ( 1,237 ) Net income attributable to common stockholders 383,329 261,425 196,212 Net income available to participating securities ( 661 ) ( 327 ) ( 448 ) Net income available to common stockholders — basic and diluted (Note 12) $ 382,668 $ 261,098 $ 195,764 Weighted average common shares outstanding — basic 609,770,610 577,681,070 553,993,321 Weighted average common shares outstanding — diluted 611,112,396 579,209,523 555,458,607 Net income per common share — basic $ 0.63 $ 0.45 $ 0.35 Net income per common share — diluted $ 0.63 $ 0.45 $ 0.35 The accompanying notes are an integral part of these consolidated financial statements. F-4 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the Years Ended December 31, 2022 2021 2020 Net income $ 384,799 $ 262,776 $ 197,449 Other comprehensive income (loss) Unrealized gains (losses) on interest rate swaps 327,323 113,394 ( 388,466 ) Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss) 59,103 148,742 116,549 Other comprehensive income (loss) 386,426 262,136 ( 271,917 ) Comprehensive income (loss) 771,225 524,912 ( 74,468 ) Comprehensive (income) loss attributable to non-controlling interests ( 3,046 ) ( 2,934 ) 338 Comprehensive income (loss) attributable to common stockholders $ 768,179 $ 521,978 $ ( 74,130 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF EQUITY For the Years Ended December 31, 2022, 2021, and 2020 (in thousands, except share and per share data) Common Stock Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Total Equity 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 ) Net income — — — 196,212 — 196,212 1,237 197,449 Dividends and dividend equivalents declared ($ 0.60 per share) — — — ( 332,786 ) — ( 332,786 ) — ( 332,786 ) 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 Share-based compensation expense — — 15,023 — — 15,023 2,067 17,090 Total other comprehensive loss — — — — ( 270,342 ) ( 270,342 ) ( 1,575 ) ( 271,917 ) 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 ) Net income — — — 261,425 — 261,425 1,351 262,776 Dividends and dividend equivalents declared ($ 0.68 per share) — — — ( 395,132 ) — ( 395,132 ) — ( 395,132 ) Issuance of common stock — settlement of RSUs, net of tax 675,870 7 ( 9,418 ) — — ( 9,411 ) — ( 9,411 ) 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 Share-based compensation expense — — 25,066 — — 25,066 2,104 27,170 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 601,045,438 6,010 10,873,539 ( 794,869 ) ( 286,938 ) 9,797,742 41,062 9,838,804 Capital distributions — — — — — — ( 2,397 ) ( 2,397 ) Net income — — — 383,329 — 383,329 1,470 384,799 Dividends and dividend equivalents declared ($ 0.88 per share) — — — ( 539,680 ) — ( 539,680 ) — ( 539,680 ) Issuance of common stock — settlement of RSUs, net of tax 660,756 7 ( 12,876 ) — — ( 12,869 ) — ( 12,869 ) Issuance of common stock — settlement of 2022 Convertible Notes 6,216,261 62 141,157 — — 141,219 — 141,219 Issuance of common stock, net 2,438,927 25 98,342 — — 98,367 — 98,367 Share-based compensation expense — — 24,950 — — 24,950 4,012 28,962 Total other comprehensive income — — — — 384,850 384,850 1,576 386,426 Redemption of OP Units for common stock 1,050,000 10 13,351 — 73 13,434 ( 13,434 ) — Balance as of December 31, 2022 611,411,382 $ 6,114 $ 11,138,463 $ ( 951,220 ) $ 97,985 $ 10,291,342 $ 32,289 $ 10,323,631 The accompanying notes are an integral part of these consolidated financial statements. F-6 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Years Ended December 31, 2022 2021 2020 Operating Activities: Net income $ 384,799 $ 262,776 $ 197,449 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 638,114 592,135 552,530 Share-based compensation expense 28,962 27,170 17,090 Amortization of deferred financing costs 15,014 13,126 25,828 Amortization of debt discounts 1,653 6,244 5,458 Provisions for impairment 310 650 4,578 (Gains) losses on investments in equity securities, net 3,939 9,420 ( 29,723 ) Gain on sale of property, net of tax ( 90,699 ) ( 60,008 ) ( 54,594 ) Change in fair value of derivative instruments 9,486 14,660 9,129 Losses from investments in unconsolidated joint ventures, net of operating distributions 11,433 1,982 — Other non-cash amounts included in net income 30,963 14,744 15,021 Changes in operating assets and liabilities: Other assets, net ( 10,887 ) ( 15,095 ) ( 38,012 ) Accounts payable and accrued expenses ( 5,989 ) 32,892 ( 27,040 ) Resident security deposits 10,385 7,231 10,149 Other liabilities ( 3,896 ) ( 267 ) 8,849 Net cash provided by operating activities 1,023,587 907,660 696,712 Investing Activities: Deposits for acquisition of single-family residential properties ( 35,460 ) ( 60,135 ) ( 906 ) Acquisition of single-family residential properties ( 564,706 ) ( 1,126,826 ) ( 621,697 ) Initial renovations to single-family residential properties ( 122,371 ) ( 77,408 ) ( 98,769 ) Other capital expenditures for single-family residential properties ( 208,070 ) ( 162,832 ) ( 172,284 ) Proceeds from sale of single-family residential properties 240,034 231,676 414,927 Repayment proceeds from retained debt securities 70,546 88,416 72,106 Proceeds from sale of investments in equity securities 5,762 31,504 — Investments in unconsolidated joint ventures ( 167,728 ) ( 65,000 ) ( 16,345 ) Non-operating distributions from unconsolidated joint ventures 6,119 1,890 — Other investing activities ( 38,539 ) ( 20,843 ) ( 2,188 ) Net cash used in investing activities ( 814,413 ) ( 1,159,558 ) ( 425,156 ) Financing Activities: Payment of dividends and dividend equivalents ( 539,033 ) ( 393,812 ) ( 332,151 ) Distributions to non-controlling interests ( 2,397 ) ( 2,107 ) ( 2,137 ) Payment of taxes related to net share settlement of RSUs ( 12,869 ) ( 9,411 ) ( 4,427 ) Payments on mortgage loans ( 1,412,249 ) ( 1,766,865 ) ( 1,434,626 ) Payments on secured term loan — — ( 101 ) Proceeds from unsecured notes 598,434 1,938,036 — Proceeds from term loan facility 725,000 — 2,500,000 Payments on term loan facility — — ( 1,500,000 ) F-7 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) For the Years Ended December 31, 2022 2021 2020 Proceeds from revolving facility 130,000 400,000 320,000 Payments on revolving facility ( 130,000 ) ( 400,000 ) ( 320,000 ) Proceeds from issuance of common stock, net 98,367 933,790 686,723 Deferred financing costs paid ( 13,043 ) ( 16,990 ) ( 41,411 ) Other financing activities ( 16,315 ) ( 23,653 ) ( 17,903 ) Net cash provided by (used in) financing activities ( 574,105 ) 658,988 ( 146,033 ) Change in cash, cash equivalents, and restricted cash ( 364,931 ) 407,090 125,523 Cash, cash equivalents, and restricted cash, beginning of period (Note 4) 818,858 411,768 286,245 Cash, cash equivalents, and restricted cash, end of period (Note 4) $ 453,927 $ 818,858 $ 411,768 Supplemental cash flow disclosures: Interest paid, net of amounts capitalized $ 275,730 $ 285,501 $ 313,076 Cash paid for income taxes 1,534 809 1,284 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,025 5,911 5,560 Financing cash flows from finance leases 2,642 2,720 2,382 Non-cash investing and financing activities: Accrued renovation improvements at period end $ 2,272 $ 13,400 $ 7,709 Accrued residential property capital improvements at period end 9,656 11,209 6,785 Transfer of residential property, net to other assets, net for held for sale assets 90,695 81,593 168,533 Change in other comprehensive loss from cash flow hedges 377,022 247,605 ( 280,773 ) ROU assets obtained in exchange for operating lease liabilities 5,798 1,452 6,427 ROU assets obtained in exchange for finance lease liabilities 340 115 9,561 Net settlement of 2022 Convertible Notes in shares of common stock 141,219 203,509 — The accompanying notes are an integral part of these consolidated financial statements. F-8 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 1— Organization and Formation Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”) that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. Through THR Property Management L.P., a wholly owned subsidiary of INVH LP (the “Manager”), we provide all management and other administrative services with respect to the properties we own. 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 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. 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”). As of December 31, 2022, INVH owns 99.7 % of the common OP Units and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP. Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7). References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP. Note 2— Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. 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 F-9 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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. When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment. Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of 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, 2022 and 2021, and the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 include an allocation of the net income attributable to the non-controlling interest holders. 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. Significant Risks and Uncertainties Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. High levels of inflation and interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. These factors, which include supply chain disruptions, labor shortages, and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ materially from those estimates. 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 residentia l properties in 16 markets across the United States as of December 31, 2022: • 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. 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 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. The origination value of in-place lease intangibles also includes an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. In-place lease intangibles are amortized over the life of the leases and are recorded in other assets, net in our consolidated balance sheets. • Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using F-10 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate. Other costs include interest costs, property taxes, property insurance, utilities, HOA fees, and a portion of the salaries and benefits of the Manager’s employees who are directly responsible for the execution of our stabilization activities. 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. 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. The determination of which costs to capitalize requires significant judgment. Accordingly, many factors are considered as part of our evaluation processes with no one factor necessarily determinative. • Depreciation: 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. Based on a periodic review of the useful lives of the components of our buildings and improvements, we extended the weighted average useful lives range for depreciation thereof from 7 to 28.5 years to 7 to 32 years. This change was implemented for additions to our single-family residential properties placed in service after December 31, 2021. The depreciation period commences upon the completion of stabilization-related activities or upon the completion of improvements made on an ongoing basis. • Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. Examples of such events and changes in circumstances that we consider include significant and persistent declines in an individual property’s net operating income, regional changes in home price appreciation as measured by certain independently developed indices, change in expected use of the property, significant adverse legal factors, substantive damage to the individual property as a result of natural disasters and other risks inherent in our business not covered by insurance proceeds, or a current expectation that a property will be disposed of prior to the end of its estimated useful life. 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 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. To determine the estimated fair value, we consider local broker price opinions (“BPOs”) and automated valuation model (“AVM”) data, each of which are important components of our process with no one information source being necessarily determinative. In order to validate the BPOs and AVM data received and used in our assessment of fair value of real estate, we perform an internal review to determine if an acceptable valuation approach was used to estimate fair value in compliance with guidance provided by ASC 820, Fair Value Measurements . Additionally, we undertake an internal review to assess the relevance and appropriateness of comparable transactions that have been used, and any adjustments to comparable transactions made, in reaching the value opinions. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. • Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. At the time that any such properties are identified, we perform an evaluation to determine whether or not such properties should be classified as held for sale in accordance with GAAP. Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property; (ii) the property is immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been F-11 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) initiated; (iv) the sale of a property is probable within one year (generally determined based upon listing for sale); (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. 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, 2022 and 2021, we classified $ 29,842 and $ 20,022 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6). Cash and Cash Equivalents For purposes of presentation on both the consolidated balance sheets and statements of cash flows, we consider financial instruments with an original maturity of three months or less to be cash and cash equivalents. We maintain our cash and cash equivalents in multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. 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 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. 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, 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. Investments in Equity Securities Investments in equity securities consist of investments both with and without a readily determinable fair value. These are presented within other assets, net on our consolidated balance sheets (see Note 6). 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 investment in the same issuer. Any such unrealized gains and losses and impairments are included in gains (losses) on investments in equity securities, net in the consolidated statements of operations. Amounts Deposited and Held by Others Amounts deposited and held by others consist of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us from title companies in connection with the disposition of homes. These are presented within other assets, ne t on our consolidated balance sheets (see Note 6). Deferred Financing Costs 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 component of the liability for the related financing agreement. F-12 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Convertible Senior Notes ASC 470-20, Debt with Conversion and Other Options , requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The initial proceeds from the issuance of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. We measured 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 the 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), and all remaining amounts outstanding pursuant to these debt instruments were fully converted into shares of our common stock during the year ended December 31, 2022. The resulting discount from the outstanding principal balance of the convertible senior notes was amortized using the effective interest rate method over the periods to maturity. Amortization of this discount was recorded as interest expense in the consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020. Revenue Recognition and Resident Receivables 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, 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. Our lease components consist primarily of rental income, pet rent, and smart home system fees. 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 arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842. Variable lease payments consist of resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. Sales taxes and other similar taxes assessed by governmental authorities that we collect from residents are excluded from our rental revenues and other property income. 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 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. Such amounts are not included in the measurement of the lease liability but are recognized as a variable lease expense when incurred. At this time, it is not reasonably certain that we will exercise any of the future renewal or termination options on these leases, and the measurement of the right-of-use (“ROU”) asset and lease liability is calculated assuming we will not exercise any of the remaining renewal or termination options. We have elected the practical expedient under which the lease components of our office and vehicle fleet leases are not separated from the nonlease components. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. We use our incremental borrowing rate to calculate the present value of our lease payments. We have elected the short-term lease recognition exemption for our office equipment leases and therefore do not record these leases on our consolidated balance sheets. These office equipment leases are not material to our consolidated financial statements. Goodwill 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, 2022 , no impairment of goodwill has been recorded. F-13 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between two willing parties. This amount is determined based on an exit price approach, which contemplates the price that would be received to sell an asset (or paid to transfer a liability) in an orderly transaction between market participants at the measurement date. GAAP has established a valuation hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; 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; and Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. See Note 11 for further information related to our fair value measurements. Earnings Per Share We present both basic and diluted earnings (loss) per common share (“EPS”) in our consolidated financial statements. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding for the period, excluding non-vested share-based awards. Our share-based awards consist of restricted stock units (“RSUs”), including certain RSUs that contain performance and market based vesting conditions (“PRSUs”), and Outperformance Awards (as defined in Note 10) (see Share-Based Compensation Expense below). Diluted EPS reflects the maximum potential dilution that could occur from non-vested share-based awards and the convertible senior notes using the “if-converted” method. For diluted EPS, the numerator is adjusted for any changes in net income (loss) that would result from the assumed conversion of these potential shares of common stock. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. All outstanding non-vested share-based awards with nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities, as identified in Note 10. As such, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings in periods when we have net income. Derivatives We enter into interest rate swap and interest rate cap agreements (collectively, “Hedging Derivatives”) for interest rate risk management purposes. We do not enter into Hedging Derivatives for trading or other speculative purposes, and all of our Hedging Derivatives are carried at fair value in our consolidated balance sheets. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we have not elected to designate as hedges. F-14 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Pursuant to the terms of certain of our mortgage loans, we are required to maintain interest rate caps. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sale proceeds of the related interest rate caps are intended to offset each other. 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 London Interbank Offer Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”) to which our debt instruments and swap agreements are indexed. 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. 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. The fair value of Hedging Derivatives that are in an asset position are included in other assets, net and those in a liability position are included in other liabilities in our consolidated balance sheets. For Non-Designated Hedges, changes in fair value are reflected within interest expense in the consolidated statements of operations. For Designated Hedges, changes in fair value are reported as a component of other comprehensive income (loss) in our consolidated balance sheets and reclassified into earnings as interest expense in our consolidated statements of operations when the hedged transactions affect earnings. See Note 8 for further discussion of derivative financial instruments. Share-Based Compensation Expense We recognize share-based compensation expense for share-based awards based on their grant-date fair value, net of expected forfeitures, over the service period from the grant date to vest date for each tranche. The grant-date fair value of RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for PRSUs and Outperformance Awards with market condition vesting criteria are based on Monte-Carlo option pricing models. Compensation expense for share-based awards with performance conditions is adjusted based on the probable outcome of the performance conditions as of each reporting period. Additional compensation expense is recognized if modifications to existing share-based award agreements result in an increase in the post-modification fair value of the units that exceeds their pre-modification fair value. Share-based compensation expense is presented as components of general and administrative expense and property management expense in our consolidated statements of operations. See Note 10 for further discussion of share-based compensation expense. Income Taxes 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. We use TRS entities to facilitate our ability to perform non-real estate related activities and/or perform non-customary services for residents that cannot be offered directly by a REIT. 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. 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. F-15 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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. 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 2019 to present. Segment Reporting Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer. Under the provisions of ASC 280, Segment Reporting , we have determined that we have one reportable segment related to acquiring, renovating, leasing, and operating single-family homes as rental properties. The CODM evaluates operating performance and allocates resources on a total portfolio basis. The CODM utilizes net operating income as the primary measure to evaluate performance of the total portfolio. Recently Adopted Accounting Standards 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 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. We adopted ASU 2020-06 as of January 1, 2022, 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): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of Topic 848 and clarifies some of its guidance. ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022). In certain cases, we have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. We have elected and may continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments. Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation. Although our existing variable rate debt and derivative agreements provide for a prescribed transition to an alternate rate (SOFR), we are engaging with each of the respective counterparties to modify the existing provisions to better align the application of the terms of these debt and derivative agreements with respect to the SOFR index. We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023. F-16 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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, 2022 December 31, 2021 Land $ 4,800,110 $ 4,737,938 Single-family residential property 15,228,631 14,610,188 Capital improvements 548,700 540,252 Equipment 123,494 120,003 Total gross investments in the properties 20,700,935 20,008,381 Less: accumulated depreciation ( 3,670,561 ) ( 3,073,059 ) Investments in single-family residential properties, net $ 17,030,374 $ 16,935,322 As of December 31, 2022 and 2021, the carrying amount of the residential properties above includes $ 129,341 and $ 125,236 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 76,408 and $ 70,145 , respectively, of capitalized interest, $ 30,435 and $ 28,211 , respectively, of capitalized property taxes, $ 4,982 and $ 4,762 , respectively, of capitalized insurance, and $ 3,627 and $ 3,280 , respectively, of capitalized HOA fees. During the years ended December 31, 2022, 2021, and 2020, we recognized $ 629,301 , $ 585,101 , and $ 546,419 , respectively, of depreciation expense related to the components of the properties, and $ 8,813 , $ 7,034 , and $ 6,111 , 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. Further, during the years ended December 31, 2022, 2021, and 2020, impairments totaling $ 310 , $ 650 , and $ 4,578 , respectively, have been recognized and are included in impairment and other in the consolidated statements of operations. See Note 11 for additional information regarding these impairments. Note 4— Cash, Cash Equivalents, and Restricted Cash 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, 2022 December 31, 2021 Cash and cash equivalents $ 262,870 $ 610,166 Restricted cash 191,057 208,692 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 453,927 $ 818,858 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: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that we are required to segregate. We are also required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our consolidated balance sheets as restricted cash. The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan and Secured Term Loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either F-17 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours. The balances of our restricted cash accounts, as of December 31, 2022 and 2021, are set forth in the table below. As of December 31, 2022 and 2021, 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, 2022 December 31, 2021 Resident security deposits $ 175,829 $ 165,454 Collections 7,415 21,402 Property taxes 2,717 12,615 Capital expenditures 2,297 4,368 Letters of credit 2,109 3,682 Special and other reserves 690 1,171 Total $ 191,057 $ 208,692 Note 5— Investments In Unconsolidated Joint Ventures 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, 2022 and 2021: Number of Properties Owned Carrying Value Ownership Percentage December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Pathway Property Company (1) 100.0 % 340 N/A $ 131,542 $ — 2020 Rockpoint JV (2) 20.0 % 2,610 2,004 70,103 54,579 FNMA (3) 10.0 % 488 522 46,151 52,791 Pathway Operating Company (4) 15.0 % N/A N/A 22,011 23,025 2022 Rockpoint JV (5) 16.7 % 132 N/A 10,764 — Total $ 280,571 $ 130,395 (1) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas. (2) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas. (3) Owns homes within the Western United States. (4) Represents an investment in an operating company that provides a technology platform and asset management services. (5) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas. 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 a home whereby they are able to first lease and then, if they choose, purchase the home in the future. We have fully funded our capital commitment to the operating company (“Pathway Operating Company”) which provides the technology platform and asset management services for the entity that owns and leases 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, 2022, we have funded $ 136,700 to Pathway Property Company, and our remaining equity commitment is $ 88,300 . A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from 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. F-18 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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 (the “2020 Rockpoint JV”). 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, 2022, we have fully funded our capital commitment to the 2020 Rockpoint JV. The administrative member of the 2020 Rockpoint JV 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 from the 2020 Rockpoint JV. 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 from the FNMA joint venture. In March 2022, we entered into a second agreement with Rockpoint to form a joint venture that will acquire homes in premium locations and at higher price points relative to our other investments in single-family residential properties (the “2022 Rockpoint JV”). As of December 31, 2022, we have funded $ 10,000 to the 2022 Rockpoint JV, and our remaining equity commitment is $ 40,000 . 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. The administrative member of the 2022 Rockpoint JV 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 from the 2022 Rockpoint JV. We recorded net losses from these investments for the years ended December 31, 2022 and 2021, totaling $ 9,606 and $ 1,546 , respectively, which are included in losses from investments in unconsolidated joint ventures in the consolidated statements of operations. For the year ended December 31, 2020, we recorded $ 599 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 years ended December 31, 2022 and 2021, we earned $ 11,480 and $ 4,893 , respectively, of management fees which are included in management fee revenues in the consolidated statements of operations. For the year ended December 31, 2020, we earned $ 2,585 of management fees which are included in other, net in the consolidated statements of operations. Note 6— Other Assets As of December 31, 2022 and 2021, the balances in other assets, net are as follows: December 31, 2022 December 31, 2021 Derivative instruments (Note 8) $ 119,193 $ 6 Amounts deposited and held by others (Note 14) 97,709 62,241 Investments in debt securities, net 86,980 157,173 Rent and other receivables, net 54,091 37,473 Prepaid expenses 41,972 41,490 Held for sale assets (1) 29,842 20,022 Corporate fixed assets, net 24,484 16,595 Investments in equity securities 22,413 16,337 ROU lease assets — operating and finance, net 16,534 16,975 Deferred financing costs, net 5,850 8,751 Other 14,561 18,001 Total $ 513,629 $ 395,064 (1) As of December 31, 2022 and 2021, 131 and 80 properties, respectively, are classified as held for sale. F-19 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Investments in Debt Securities, net In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $ 86,980 , net of unamortized discounts of $ 1,584 as of December 31, 2022. These investments in debt securities are classified as held to maturity investments. As of December 31, 2022, 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 four years . Rent and Other Receivables, net We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented. Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. For th e years ended December 31, 2022, 2021, and 2020, rental revenues and other property income includes $ 139,829 , $ 118,016 , and $ 91,573 of variable lease payments, respectively. Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of December 31, 2022 are as follows: Year Lease Payments to be Received 2023 $ 1,278,193 2024 198,155 2025 — 2026 — 2027 — Thereafter — Total $ 1,476,348 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. On January 5, 2023, we made a $ 30,000 investment in the preferred stock of a property services company (see Note 15). As of December 31, 2022 and 2021, the values of our investments in equity securities are as follows: December 31, 2022 December 31, 2021 Investments without a readily determinable fair value $ 21,500 $ 5,838 Investments with a readily determinable fair value 913 10,499 Total $ 22,413 $ 16,337 F-20 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) The components of gains (losses) on investments in equity securities, net as of years ended December 31, 2022, 2021, and 2020 are as follows: For the Years Ended December 31, 2022 2021 2020 Net losses recognized on investments sold during the reporting period — with a readily determinable value $ ( 1,452 ) $ ( 5,483 ) $ — Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value ( 2,487 ) ( 3,937 ) 29,689 Unrealized gains on investments still held at the reporting date — without a readily determinable fair value — — 34 Total $ ( 3,939 ) $ ( 9,420 ) $ 29,723 ROU Lease Assets — Operating and Finance, net The following table presents supplemental information related to leases into which we have entered as a lessee as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Other assets $ 12,862 $ 3,672 $ 10,959 $ 6,016 Other liabilities (Note 14) 14,925 3,483 13,256 5,784 Weighted average remaining lease term 3.0 years 1.4 years 3.7 years 2.2 years Weighted average discount rate 3.3 % 4.0 % 3.2 % 4.0 % Deferred Financing Costs, net 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, 2022 and 2021, the unamortized balances of these deferred financing costs are $ 5,850 and $ 8,751 , respectively. Note 7— Debt Mortgage Loans Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our Securitizations to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Securitization reserve accounts; (iii) closing costs in connection with the mortgage loans; and (iv) general costs associated with our operations. F-21 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) The following table sets forth a summary of our mortgage loan indebtedness as of December 31, 2022 and 2021: Outstanding Principal Balance (1) Origination Date Maturity Date (2) Maturity Date if Fully Extended (3) Interest Rate (4) Range of Spreads (5) December 31, 2022 December 31, 2021 IH 2017-1 (6) April 28, 2017 June 9, 2027 June 9, 2027 4.23 % N/A $ 992,695 $ 993,703 IH 2018-1 February 8, 2018 December 8, 2022 N/A N/A N/A — 568,495 IH 2018-2 May 8, 2018 June 9, 2022 N/A N/A N/A — 629,237 IH 2018-3 June 28, 2018 April 8, 2022 N/A N/A N/A — 204,637 IH 2018-4 (7)(8) November 7, 2018 January 9, 2023 January 9, 2026 5.62 % 115 - 145 bps 661,029 669,548 Total Securitizations 1,653,724 3,065,620 Less: deferred financing costs, net ( 7,929 ) ( 9,767 ) Total $ 1,645,795 $ 3,055,853 (1) Outstanding principal balance is net of discounts and does not include deferred financing costs, net. (2) Maturity date represents repayment date for mortgage loans which have been repaid in full prior to December 31, 2022. For all other mortgage loans, the maturity dates above reflect all extension options that have been exercised. (3) Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met. (4) 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. For IH 2018-4, the interest rate is based on the weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreement), plus applicable servicing fees; as of December 31, 2022, LIBOR was 4.39 %. (5) Range of spreads is based on outstanding principal balances as of December 31, 2022. (6) Net of unamortized discount of $ 1,584 and $ 1,937 as of December 31, 2022 and 2021, respectively. (7) The initial maturity term of IH 2018-4 is two years , subject 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 second extension option. The maturity date above reflects all extensions that have been exercised. (8) On January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender (see Note 15). Securitization Transactions For each Securitization transaction, the Borrower Entity executed a loan agreement with a third party lender. Except for IH 2017-1, each outstanding mortgage loan originally consisted of six floating rate components. The two year initial terms are individually subject to five , one year extension options at the Borrower Entity’s discretion. 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 a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender. IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components. Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest. 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, 2022 and 2021, a total of 10,712 and 26,950 homes, respectively, with a gross book value of $ 2,355,083 and $ 6,043,652 , respectively, and a net book value of $ 1,859,614 and $ 4,922,037 , respectively, are pledged pursuant to the F-22 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) mortgage loans. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. We are obligated to make monthly payments of interest for each mortgage loan. Transactions with Trusts Concurrent with the execution of each mortgage loan agreement, the respective third party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities for our currently outstanding Securitizations are wholly owned subsidiaries. We accounted for the transfers of the individual Securitizations from the wholly owned Depositor Entities to the respective Trusts as sales under ASC 860, Transfers and Servicing , with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value. As consideration for the transfer of each loan to the Trusts, the Trusts issued classes of certificates which mirror the components of the individual loans (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts. The Certificates represent the entire beneficial interest in the Trusts. Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. 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. 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. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. The obligations of the Trusts do not have any recourse to the general credit of any entities in these consolidated financial statements. We have evaluated our interests in certain certificates of the Trusts held by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the retained certificates do not provide us with any ability to direct activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts. Retained Certificates As the Trusts made Certificates available for sale to both domestic and foreign investors, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As such, loan sponsors are required to retain a portion of the credit risk that represents not less than 5 % of the aggregate fair value of the loan as of the closing date. IH 2017-1 issued Class B certificates, which are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules. The Class B certificates bear a stated annual interest rate of 4.23 %, including applicable servicing fees. For 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 1.15 % to 1.45 %. The retained certificates, net of discount, total $ 86,980 and $ 157,173 as of December 31, 2022 and 2021, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6). F-23 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Loan Covenants The general terms that apply to all of the mortgage loans require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. 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, 2022, 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. Prepayments 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. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the years ended December 31, 2022, 2021, and 2020, we made voluntary and mandatory prepayments of $ 1,412,249 , $ 1,766,865 , and $ 1,434,626 , respectively, under the terms of the mortgage loan agreements. For the year ended December 31, 2022, prepayments included the full repayment of the IH 2018-1, IH 2018-2, and IH 2018-3 mortgage loans. For the years ended December 31, 2021 and 2020, prepayments included the full repayments of IH 2017-2 and SWH 2017-1 mortgage loans, respectively. Secured Term Loan On June 7, 2019, 2019-1 IH Borrower LP, a consolidated subsidiary (“2019-1 IH Borrower” and one of our Borrower Entities), entered into a 12 year loan agreement with a life insurance company (the “Secured Term Loan”). The Secured Term Loan bears interest at a fixed rate of 3.59 %, including applicable servicing fees, for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR (subject to certain adjustments as outlined in the loan agreement) for the twelfth year. The Secured Term Loan is secured by first priority mortgages on a portfolio of single-family rental properties as well as a first priority pledge of the equity interests of 2019-1 IH Borrower. We utilized the proceeds from the Secured Term Loan to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into the Secured Term Loan’s reserve accounts; (iii) transaction costs related to the closing of the Secured Term Loan; and (iv) general corporate purposes. The following table sets forth a summary of our Secured Term Loan indebtedness as of December 31, 2022 and 2021: Maturity Date Interest Rate (1) December 31, 2022 December 31, 2021 Secured Term Loan June 9, 2031 3.59 % $ 403,363 $ 403,363 Deferred financing costs, net ( 1,833 ) ( 2,050 ) Secured Term Loan, net $ 401,530 $ 401,313 (1) The Secured Term Loan bears interest at a fixed rate of 3.59 % per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly. F-24 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Collateral The Secured Term Loan’s collateral pool contains 3,334 homes as of December 31, 2022 and 2021 with a gross book value of $ 813,543 and $ 801,318 , respectively, and a net book value of $ 688,625 and $ 703,492 , 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. In addition, four times after the first anniversary of the closing date, 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15 % of the then-outstanding principal balance of the Secured Term Loan in order to bring the loan-to-value ratio back in line with the Secured Term Loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the Secured Term Loan, but rather would reduce the number of single-family rental homes included in the collateral pool. Loan Covenants The Secured Term Loan requires 2019-1 IH Borrower to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the loan agreement. 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, 2022, 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. Prepayments Prepayments of the Secured Term Loan are generally not permitted unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in the loan agreement. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before June 9, 2030. No prepayments were made during the years ended December 31, 2022 and 2021. For the year ended December 31, 2020, we made mandatory prepayments of $ 101 . 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. F-25 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) The following table sets forth a summary of our Unsecured Notes as of December 31, 2022 and 2021: Interest Rate (1) December 31, 2022 December 31, 2021 Total Unsecured Notes, net (2) 2.00 % — 4.15 % $ 2,538,066 $ 1,938,425 Deferred financing costs, net ( 19,881 ) ( 16,451 ) Total $ 2,518,185 $ 1,921,974 (1) Represents the range of contractual rates in place as of December 31, 2022. (2) Net of unamortized discount of $ 11,934 and $ 11,575 as of December 31, 2022 and 2021. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes. Debt Issuances The following activity occurred during the years ended December 31, 2022 and 2021 with respect to the Unsecured Notes. No Unsecured Notes were issued during the year ended December 31, 2020. • 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. • On April 5, 2022, in a public offering under our existing shelf registration statement, we issued $ 600,000 aggregate principal amount of 4.15 % Senior Notes which mature on April 15, 2032. Prepayments 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 in certain amounts or in certain periods that range from one to three months 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. Guarantees 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. F-26 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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, 2022, 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 Facilities and Revolving Facility On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $ 3,500,000 of borrowing capacity and consists of a $ 1,000,000 revolving facility (the “Revolving Facility”) and a $ 2,500,000 term loan facility (the “2020 Term Loan Facility”), both of which mature on January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2020 Term Loan Facility such that the aggregate amount does not exceed $ 4,000,000 at any time), subject to certain limitations. On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (the “2022 Term Loan Facility”; and together with the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $ 725,000 of borrowing capacity, consisting of a $ 150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $ 575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $ 950,000 at any time, subject to certain limitations. The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facilities as of December 31, 2022 and 2021: Maturity Date Interest Rate December 31, 2022 December 31, 2021 2020 Term Loan Facility (1)(2) January 31, 2025 5.39 % $ 2,500,000 $ 2,500,000 2022 Term Loan Facility (3) June 22, 2029 5.70 % 725,000 — Total Term Loan Facilities 3,225,000 2,500,000 Less: deferred financing costs, net ( 21,433 ) ( 21,878 ) Term Loan Facilities, net $ 3,203,567 $ 2,478,122 Revolving Facility (1)(2) January 31, 2025 5.28 % $ — $ — (1) Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of December 31, 2022, the applicable margins were 1.00 % and 0.89 %, respectively, and LIBOR was 4.39 %. (2) If we exercise the two six month extension options, the maturity date will be January 31, 2026. (3) Interest rate for the 2022 Term Loan Facility is based on SOFR adjusted for a 0.10 % credit spread adjustment (“Adjusted SOFR”), plus the applicable margin. As of December 31, 2022, the applicable margin was 1.24 %, and Adjusted SOFR was 4.46 %. F-27 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Interest Rate and Fees 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 %. 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. Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Adjusted SOFR 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) Adjusted SOFR for a one-month interest period plus 1.00 %. The current margins for the Term Loan Facilities and the Revolving Facility are as follows: Base Rate Loans LIBOR Rate Loans Adjusted SOFR Rate Loans 2020 Term Loan Facility 0.00 % — 0.65 % 0.80 % — 1.65 % N/A 2022 Term Loan Facility 0.15 % — 1.20 % N/A 1.15 % — 2.20 % Revolving Facility 0.00 % — 0.45 % 0.75 % — 1.45 % N/A The Revolving Facility and the 2022 Term Loan Facility include a sustainability component whereby pricing can improve upon our achievement of certain sustainability ratings, determined via an independent third party evaluation. Prior to the Pricing Grid Conversion, the margins for the Credit Facility were based on a total leverage based grid. The margins for the 2020 Term Loan Facility and Revolving Facility under the total leverage based grid were as follows: Base Rate Loans LIBOR Rate Loans 2020 Term Loan Facility 0.45 % — 1.15 % 1.45 % — 2.15 % Revolving Facility 0.50 % — 1.15 % 1.50 % — 2.15 % In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. 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 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. Under the 2022 Term Loan Facility, we were required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20 % per annum prior to December 8, 2022 when the commitments were fully funded. Prepayments and Amortization No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans. We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0 % prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0 % prepayment fee, and (c) at any time thereafter without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities. F-28 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Loan Covenants The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our 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 and the 2022 Term Loan Facility also require 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. If at any time we do not have an Investment Grade Rating, we will also be required to maintain a maximum secured recourse leverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. As of December 31, 2022, 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 and the 2022 Term Loan Facility. Guarantees 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. In connection with the 2022 Term Loan Facility, we entered into a similar parent guaranty agreement with INVH, the General Partner, and IH Merger Sub. Convertible Senior Notes In connection with the SWH merger, we assumed certain convertible senior notes including $ 345,000 in aggregate principal amount of 3.50 % convertible senior notes due 2022 issued by SWH in January 2017 (the “2022 Convertible Notes”). Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year, and the 2022 Convertible Notes had an effective interest rate of 5.12 % which included the effect of an adjustment to the fair value of the debt as of the Merger Date. As of December 31, 2021, the balance of the 2022 Convertible Notes was $ 141,490 , and the net unamortized fair value adjustment was $ 93 . 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 $ 141,490 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 . At the final settlement date, the conversion rate applicable to the 2022 Convertible Notes was 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 $). For the years ended December 31, 2022, 2021, and 2020, interest expense for the 2022 Convertible Notes, including non-cash amortization of discounts, was $ 248 , $ 14,364 , and $ 17,181 , respectively. F-29 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Debt Maturities Schedule The following table summarizes the contractual maturities of our debt as of December 31, 2022: Year Mortgage Loans (1)(2) Secured Term Loan Unsecured Notes Term Loan Facilities (3) Revolving Facility (3) Total 2023 $ 661,029 $ — $ — $ — $ — $ 661,029 2024 — — — — — — 2025 — — — 2,500,000 — 2,500,000 2026 — — — — — — 2027 994,279 — — — — 994,279 Thereafter — 403,363 2,550,000 725,000 — 3,678,363 Total 1,655,308 403,363 2,550,000 3,225,000 — 7,833,671 Less: deferred financing costs, net ( 7,929 ) ( 1,833 ) ( 19,881 ) ( 21,433 ) — ( 51,076 ) Less: unamortized debt discount ( 1,584 ) — ( 11,934 ) — — ( 13,518 ) Total $ 1,645,795 $ 401,530 $ 2,518,185 $ 3,203,567 $ — $ 7,769,077 (1) The maturity dates of the obligations are reflective of all extensions that have been exercised as of December 31, 2022. If fully extended, we would have no mortgage loans maturing before 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 January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender (see Note 15). (3) If we exercise the two six month extension options, the maturity date for the 2020 Term Loan Facility and the Revolving Facility will be January 31, 2026. F-30 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 8— Derivative Instruments From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated Hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-Designated Hedges are derivatives that do not meet the criteria for hedge accounting or that we did not elect to designate as hedges. Designated Hedges We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. Each of our swap agreements is designated for hedge accounting purposes and is currently indexed to one month LIBOR, which is set to expire on June 30, 2023. Although our existing variable rate debt and derivative agreements provide for a prescribed transition to an alternate rate (SOFR), we are engaging with each of the respective counterparties to modify the existing provisions to better align the application of the terms of these debt and derivative agreements with respect to the SOFR index. We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023 (see Note 2 for additional information about reference rate reform and our transition from LIBOR). 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. The table below summarizes our interest rate swap instruments as of December 31, 2022: Agreement Date Forward Effective Date Maturity Date Strike Rate Index Notional Amount April 19, 2018 January 31, 2019 January 31, 2025 2.86 % One month LIBOR $ 400,000 April 19, 2018 March 15, 2019 November 30, 2024 2.85 % One month LIBOR 400,000 April 19, 2018 March 15, 2019 February 28, 2025 2.86 % One month LIBOR 400,000 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 28, 2018 August 7, 2020 July 9, 2025 2.90 % One month LIBOR 1,100,000 December 9, 2019 July 15, 2021 November 30, 2024 2.90 % One month LIBOR 400,000 November 7, 2018 March 15, 2022 July 31, 2025 3.14 % One month LIBOR 200,000 During the years ended December 31, 2022, 2021, and 2020, we terminated interest rate swaps or portions thereof and paid the counterparties $ 13,292 , $ 20,798 , and $ 15,249 , respectively, in connection with these terminations. During the years ended December 31, 2022, 2021, and 2020, the derivatives in the table above were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $ 64,480 will be reclassified to earnings as a decrease in interest expense. Non-Designated Hedges 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 one month LIBOR, which will not be published after June 30, 2023. We will work with the counterparties to our cap agreements to adjust each floating rate to a comparable or successor rate. To the extent that the maturity date of one or more of the mortgage loans is extended through an exercise of one or more extension options, replacement or extension interest rate cap agreements must be executed with terms similar to those associated with the initial interest rate cap agreements and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0. The interest rate cap agreements, including all of our rights to payments owed by the counterparties and all other rights, have been pledged as additional collateral for the mortgage loans. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sales proceeds of the related interest rate caps are intended to offset each other. The purchased and sold interest rate caps have strike prices ranging from approximately 7.56 % to 9.00 %. F-31 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Fair Values of Derivative Instruments on the Consolidated Balance Sheets The table below presents the fair value of our derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2022 and 2021: Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Balance Sheet Location December 31, 2022 December 31, 2021 Balance Sheet Location December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments: Interest rate swaps Other assets $ 119,157 $ — Other liabilities $ — $ 271,156 Derivatives not designated as hedging instruments: Interest rate caps Other assets 36 6 Other liabilities — — Total $ 119,193 $ 6 $ — $ 271,156 Offsetting Derivatives We enter into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The tables below present a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of December 31, 2022 and 2021: December 31, 2022 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Offsetting assets: Derivatives $ 119,193 $ — $ 119,193 $ — $ — $ 119,193 Offsetting liabilities: Derivatives $ — $ — $ — $ — $ — $ — December 31, 2021 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Offsetting assets: Derivatives $ 6 $ — $ 6 $ — $ — $ 6 Offsetting liabilities: Derivatives $ 271,156 $ — $ 271,156 $ — $ — $ 271,156 F-32 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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, 2022, 2021, and 2020: Amount of Gain (Loss) Recognized in OCI on Derivative Location of Loss Reclassified from Accumulated OCI into Net Income Amount of 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, 2022 2021 2020 2022 2021 2020 2022 2021 2020 Derivatives in cash flow hedging relationships: Interest rate swaps $ 327,323 $ 113,394 $ ( 388,466 ) Interest expense $ ( 59,103 ) $ ( 148,742 ) $ ( 116,549 ) $ 304,092 $ 322,661 $ 353,923 Location of Loss Recognized in Net Income on Derivative Amount of Loss Recognized in Net Income on Derivative For the Years Ended December 31, 2022 2021 2020 Derivatives not designated as hedging instruments: Interest rate caps Interest expense $ 81 $ 129 $ 273 Credit-Risk-Related Contingent Features The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. As of December 31, 2022, there were no derivative counterparties with whom we were in a net liability position. F-33 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 9— Stockholders' Equity As of December 31, 2022, we have issued 611,411,382 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our consolidated balance sheets and statements of equity. As of December 31, 2022, 1,737,395 outstanding OP Units are redeemable. During the years ended December 31, 2022, 2021, and 2020, we issued 10,365,944 , 33,927,772 , and 25,474,941 shares of common stock, respectively. 2021 Public Offering 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 . 2020 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 . At the Market Equity Program 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, 2022, we sold 2,438,927 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $ 98,367 , after giving effect to Agent commissions and other costs totaling $ 1,633 . We did not sell any shares of our common stock under the 2021 ATM Equity Program during the year ended December 31, 2021. As of December 31, 2022, $ 1,150,000 remains available for future offerings under the 2021 ATM Equity Program. On August 22, 2019, we entered into distribution agreements with a syndicate of banks, pursuant to which we sold, from time to time, up to an aggregate sales price of $ 800,000 of our common stock (the “2019 ATM Equity Program”). During the years ended December 31, 2021 and 2020, we sold 9,008,528 and 8,413,224 shares of our common stock, respectively, under our 2019 ATM Equity Program, generating net proceeds of $ 362,589 and $ 239,190 , respectively, after giving effect to agent commissions and other costs totaling $ 6,225 and $ 3,851 , respectively. We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program. Dividends 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 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. F-34 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) The following table summarizes our dividends declared from January 1, 2021 through December 31, 2022: Record Date Amount per Share Pay Date Total Amount Declared Q4-2022 November 8, 2022 $ 0.22 November 23, 2022 $ 135,654 Q3-2022 August 9, 2022 0.22 August 26, 2022 135,042 Q2-2022 May 10, 2022 0.22 May 27, 2022 134,744 Q1-2022 February 14, 2022 0.22 February 28, 2022 134,240 Q4-2021 November 9, 2021 0.17 November 24, 2021 102,180 Q3-2021 August 10, 2021 0.17 August 27, 2021 98,965 Q2-2021 May 11, 2021 0.17 May 28, 2021 97,054 Q1-2021 February 10, 2021 0.17 February 26, 2021 96,933 On February 2, 2023, our board of directors declared a dividend of $ 0.26 per share to stockholders of record on February 14, 2023, which is payable on February 28, 2023 (see Note 15). Note 10— Share-Based Compensation 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. Our share-based awards consist of RSUs, which may be time vesting, performance based vesting, or market based vesting, and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for EPS purposes, and PRSUs and Outperformance Awards are not. Share-Based Awards The following summarizes our share-based award activity during the years ended December 31, 2022, 2021, and 2020. Annual Long Term Incentive Plan (“LTIP”): • Annual LTIP Awards Granted: During the years ended December 31, 2022, 2021, and 2020, we granted 640,107 , 675,627 , and 499,228 RSUs, respectively, pursuant to LTIP awards. 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. LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”). All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules. • PRSU Results: During the years ended December 31, 2022, 2021, and 2020, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 285,601 , 159,180 , and 91,200 shares of common stock, respectively. 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 47,145 , and 5,348 awards during the years ended December 31, 2021 and 2020, respectively. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below. F-35 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Other Awards • Bonus and Retention Awards: During the year ended December 31, 2022, we granted 106,975 time-vesting RSUs in the form of retention awards to certain associates which will fully vest on March 1, 2025, subject to continued employment through the vesting date. • Director Awards: During the year ended December 31, 2022, we granted 36,912 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2023 annual stockholders meeting, s ubject to continued service on the board of directors through such date. During the years ended December 31, 2021 and 2020, INVH issued 43,767 and 58,690 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2022 and 2021 annual stockholders meetings, respectively. • Merger-Related Awards: During the year ended December 31, 2020, the remaining 66,475 outstanding PRSUs related to the SWH merger vested. Certain of these PRSUs achieved performance in excess of the target level, resulting in the issuance of an additional 4,756 shares of common stock which are reflected as an increase in the number of awards granted and vested in the table below. • Assumed Awards: During the year ended December 31, 2020, the remaining 61,561 time-vesting RSUs issued by SWH prior to the merger fully vested. Outperformance Awards On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”). The 2019 Outperformance Awards included market based vesting conditions related to absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2022. In April 2022, the absolute TSR and the relative TSR were separately calculated, and the Compensation Committee certified achievement of each at maximum achievement. The number of earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards vested 50 % on the certification date in April 2022, and 25 % will vest on each of the first and second anniversaries of March 31, 2022, subject to continued employment. The estimated fair value of 2019 Outperformance Awards that fully vested during the year ended December 31, 2022 was $ 6,134 . The aggregate $ 12,160 grant-date fair value of the 2019 Outperformance Awards that were earned was determined based on Monte-Carlo option pricing models which estimated the probability of achievement of the TSR thresholds. The grant-date fair value is amortized ratably over each vesting period. On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the “Outperformance Awards”). The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025. The 2022 Outperformance Awards provide that upon completion of 75 % of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award terms. To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50 % of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date. Earned awards will vest 50 % on the certification date and 50 % on March 31, 2026, subject to continued employment. 2022 Outperformance Awards with an approximate aggregate $ 20,800 grant-date fair value have been issued and remain outstanding. The grant-date fair value was determined based on Monte-Carlo option pricing models which estimate the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period. F-36 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Summary of Total Share-Based Awards The following table summarizes activity related to non-vested time-vesting RSUs and PRSUs, other than Outperformance Awards, during the years ended December 31, 2022, 2021, and 2020: Time-Vesting Awards PRSUs Total Share-Based Awards (1) Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Average Grant Date Fair Value (Actual $) Balance, December 31, 2019 685,069 $ 22.48 925,076 $ 23.13 1,610,145 $ 22.86 Granted 225,760 28.25 428,114 29.61 653,874 29.14 Vested (2) ( 339,448 ) ( 22.81 ) ( 353,156 ) ( 22.04 ) ( 692,604 ) ( 22.42 ) Forfeited / canceled ( 11,258 ) ( 25.59 ) ( 24,223 ) ( 23.56 ) ( 35,481 ) ( 24.20 ) Balance, December 31, 2020 560,123 24.54 975,811 26.36 1,535,934 25.70 Granted 252,249 30.30 626,325 27.44 878,574 28.26 Vested (2) ( 396,185 ) ( 23.44 ) ( 436,493 ) ( 23.31 ) ( 832,678 ) ( 23.37 ) Forfeited / canceled ( 19,102 ) ( 29.83 ) ( 68,106 ) ( 23.25 ) ( 87,208 ) ( 24.69 ) Balance, December 31, 2021 397,085 29.05 1,097,537 28.38 1,494,622 28.56 Granted 339,517 37.39 730,078 31.46 1,069,595 33.34 Vested (2) ( 213,884 ) ( 28.84 ) ( 602,994 ) ( 24.67 ) ( 816,878 ) ( 25.76 ) Forfeited / canceled ( 12,846 ) ( 35.22 ) ( 13,050 ) ( 29.16 ) ( 25,896 ) ( 32.16 ) Balance, December 31, 2022 509,872 $ 34.54 1,211,571 $ 32.08 1,721,443 $ 32.81 (1) Total share-based awards excludes Outperformance Awards. (2) All vested share-based awards are included in basic EPS for the periods after each award’s vesting date. The estimated fair value of share-based awards that fully vested during the years ended December 31, 2022, 2021, and 2020 was $ 21,154 , $ 18,214 , and $ 12,625 , respectively. During the years ended December 31, 2022, 2021, and 2020, 3,084 , 1,033 , and 2,109 RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements. Grant-Date Fair Values The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted during the years ended December 31, 2022, 2021, and 2020: For the Years Ended December 31, 2022 2021 2020 Expected volatility (1) 28.9 % — 33.6 % 33.2 % 17.2 % — 17.3 % Risk-free rate 1.72 % — 2.59 % 0.31 % 0.85 % Expected holding period (years) 2.84 — 3.00 2.84 2.09 — 2.84 (1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index. F-37 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Summary of Total Share-Based Compensation Expense During the years ended December 31, 2022, 2021, and 2020, we recognized share-based compensation expense as follows: For the Years Ended December 31, 2022 2021 2020 General and administrative $ 22,469 $ 21,743 $ 13,579 Property management expense 6,493 5,427 3,511 Total $ 28,962 $ 27,170 $ 17,090 As of December 31, 2022, there is $ 37,157 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 2.04 years. Note 11— Fair Value Measurements The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our consolidated financial statements. The fair values of our interest rate caps and swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the consolidated balance sheet classification and the fair values for the interest rate caps and swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity securities as of December 31, 2022 and 2021, refer to Note 6. Recurring Fair Value Measurements The following table displays the carrying values and fair values of financial instruments as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Assets carried at historical cost on the consolidated balance sheets: Investments in debt securities (1) Level 2 $ 86,980 $ 84,992 $ 157,173 $ 161,356 Liabilities carried at historical cost on the consolidated balance sheets: Unsecured Notes — public offering (2) Level 1 $ 2,238,066 $ 1,798,658 $ 1,638,425 $ 1,599,001 Mortgage loans (3) Level 2 1,653,724 1,588,550 3,065,620 3,110,862 Unsecured Notes — private placement (4) Level 2 300,000 228,726 300,000 298,822 Secured Term Loan (5) Level 3 403,363 356,557 403,363 422,519 Term Loan Facilities (6) Level 3 3,225,000 3,233,677 2,500,000 2,506,159 Convertible Senior Notes (7) Level 3 — — 141,397 141,631 (1) The carrying values of investments in debt securities are shown net of discount. (2) The carrying value of the Unsecured Notes — public offering includes $ 11,934 and $ 11,575 of unamortized discount and excludes $ 18,534 and $ 14,934 of deferred financing costs as of December 31, 2022 and 2021, respectively. (3) The carrying values of the mortgage loans are shown net of discount and exclude $ 7,929 and $ 9,767 of deferred financing costs as of December 31, 2022 and 2021, respectively. F-38 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) (4) The carrying value of the Unsecured Notes — private placement excludes $ 1,347 and $ 1,517 of deferred financing costs as of December 31, 2022 and 2021, respectively. (5) The carrying value of the Secured Term Loan excludes $ 1,833 and $ 2,050 of deferred financing costs as of December 31, 2022 and 2021, respectively. (6) The carrying values of the Term Loan Facilities exclude $ 21,433 and $ 21,878 of deferred financing costs as of December 31, 2022 and 2021, respectively. (7) 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 . The carrying value of the Convertible Senior Notes includes unamortized discounts of $ 93 as of December 31, 2021. 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. The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of December 31, 2022: Quantitative Information about Level 3 Fair Value Measurement (1) Fair Value Valuation Technique Unobservable Input Rate Secured Term Loan $ 356,557 Discounted Cash Flow Effective Rate 5.29 % Term Loan Facilities 3,233,677 Discounted Cash Flow Effective Rate 3.89 % — 6.25 % (1) Our Level 3 fair value instruments require interest only payments. F-39 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Nonrecurring Fair Value Measurements Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments. Single-Family Residential Properties The single-family residential properties for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below: For the Years Ended December 31, 2022 2021 2020 Investments in single-family residential properties, net held for use (Level 3): Pre-impairment amount $ — $ — $ 451 Total impairments — — ( 89 ) Fair value $ — $ — $ 362 For the Years Ended December 31, 2022 2021 2020 Investments in single-family residential properties, net held for sale (Level 3): Pre-impairment amount $ 1,208 $ 3,582 $ 21,427 Total impairments ( 310 ) ( 650 ) ( 4,489 ) Fair value $ 898 $ 2,932 $ 16,938 For additional information related to our single-family residential properties as of December 31, 2022 and 2021, refer to Note 3. ROU Lease Assets 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 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, 2022 and 2021. For additional information related to our ROU lease assets as of December 31, 2022 and 2021, refer to Note 6. F-40 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 12— Earnings per Share Basic and diluted EPS are calculated as follows: For the Years Ended December 31, 2022 2021 2020 (in thousands, except share and per share data) Numerator: Net income available to common stockholders — basic and diluted $ 382,668 $ 261,098 $ 195,764 Denominator: Weighted average common shares outstanding — basic 609,770,610 577,681,070 553,993,321 Effect of dilutive securities: Incremental shares attributed to non-vested share-based awards 1,341,786 1,528,453 1,465,286 Weighted average common shares outstanding — diluted 611,112,396 579,209,523 555,458,607 Net income per common share — basic $ 0.63 $ 0.45 $ 0.35 Net income per common share — diluted $ 0.63 $ 0.45 $ 0.35 Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. Because their inclusion would have been anti-dilutive, 57,278 , 16,939 , and 467 , incremental shares attributed to non-vested share-based awards are excluded from the denominator f or the years ended December 31, 2022, 2021, and 2020, respectively . For the years ended December 31, 2022, 2021, and 2020, 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. The outstanding balance of the 2022 Convertible Notes was settled in January 2022. For the years ended December 31, 2022, 2021, and 2020, using the “if-converted” method, 290,079 , 11,293,203 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 2022 Convertible Notes for the years ended December 31, 2022, 2021, and 2020. See Note 7 for further discussion about the 2022 Convertible Notes. Note 13— Income Tax We account for income taxes under the asset and liability method. For our TRSs, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 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, 2022 and 2021, we have not 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 state and local income taxes or Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs. These transactions resulted in $ 150 , $ 551 , and $ 870 of current income tax expense for the years ended December 31, 2022, 2021, and 2020, respectively, which has been recorded in gain on sale of property, net of tax in the consolidated statements of operations. F-41 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 14— Commitments and Contingencies Lease Commitments The following table sets forth our fixed lease payment commitments as a lessee as of December 31, 2022, for the periods below: Year Operating Leases Finance Leases 2023 $ 4,523 $ 2,603 2024 4,544 843 2025 3,157 137 2026 1,999 6 2027 1,264 — Thereafter 429 — Total lease payments 15,916 3,589 Less: imputed interest ( 991 ) ( 106 ) Total lease liability $ 14,925 $ 3,483 The components of lease expense for the years ended December 31, 2022, 2021, and 2020 are as follows: For the Years Ended December 31, 2022 2021 2020 Operating lease cost: Fixed lease cost $ 3,284 $ 3,970 $ 4,324 Variable lease cost 1,498 1,239 1,155 Total operating lease cost $ 4,782 $ 5,209 $ 5,479 Finance lease cost: Amortization of ROU assets $ 2,676 $ 2,825 $ 2,341 Interest on lease liabilities 234 279 456 Total finance lease cost $ 2,910 $ 3,104 $ 2,797 New-Build Commitments We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,370 homes over the next six years . Estimated remaining commitments under these agreements total approximately $ 770,000 as of December 31, 2022. See Note 6 for additional information about deposits related to these commitments. Insurance Policies Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of December 31, 2022, there are no material contingent liabilities related to uninsured losses with respect to our properties except as described below. F-42 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Hurricane-Related Losses During the third and fourth quarters of 2022, Hurricanes Ian and Nicole damaged certain of our properties in Florida and the Carolinas. As of December 31, 2022, we have recorded $ 7,500 of receivables for the portion of the related damages we believe will be recoverable through our property and casualty insurance policies which provide coverage for wind and flood damage, as well as business interruption costs during the period of remediation and repairs, subject to specified deductibles and limits. Additionally, as of December 31, 2022, the accounts payable and accrued expenses balance in our consolidated balance sheet includes a $ 20,200 accrual representing our estimate for expenditures required to complete repairs. Legal Matters 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, 2022, for potential recognition or disclosure. Extensions of Existing Mortgage Loans On January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender. Investment in Equity Securities On January 5, 2023, we made a $ 30,000 investment in the preferred stock of a property services company. Dividend Declaration On February 2, 2023, our board of directors declared a dividend of $ 0.26 per share to stockholders of record on February 14, 2023, which is payable on February 28, 2023. F-43 INVITATION HOMES INC. Schedule III Real Estate and Accumulated Depreciation As of December 31, 2022 (dollar amounts in thousands) Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Close of Period Market Number of Properties (1) Number of Encumbered Properties (2) Encumbrances (2) Land Depreciable Properties Land Depreciable Properties Land Depreciable Properties Total (3) Accumulated Depreciation Date of Construction Date Acquired Depreciable Period Atlanta 12,652 2,599 $ 285,388 $ 330,153 $ 1,661,865 $ — $ 327,492 $ 330,153 $ 1,989,357 $ 2,319,510 $ ( 488,924 ) 1920-2022 2012-2022 7 - 32 years Carolinas 5,357 1,091 145,309 197,087 863,086 — 134,515 197,087 997,601 1,194,688 ( 202,369 ) 1900-2022 2012-2022 7 - 32 years Chicago 2,520 — — 127,277 313,075 — 118,145 127,277 431,220 558,497 ( 128,396 ) 1877-2015 2012-2017 7 - 32 years Dallas 2,852 889 106,251 135,419 502,896 — 55,258 135,419 558,154 693,573 ( 86,708 ) 1952-2022 2017-2022 7 - 32 years Denver 2,652 860 130,711 237,775 651,701 — 84,731 237,775 736,432 974,207 ( 108,497 ) 1885-2021 2017-2022 7 - 32 years Houston 2,100 579 48,594 62,866 305,116 — 28,672 62,866 333,788 396,654 ( 63,000 ) 1954-2014 2017-2022 7 - 32 years Jacksonville 1,927 275 45,249 90,473 240,164 — 65,562 90,473 305,726 396,199 ( 94,417 ) 1955-2021 2012-2022 7 - 32 years Las Vegas 3,179 868 134,859 146,605 625,592 — 74,416 146,605 700,008 846,613 ( 134,752 ) 1961-2019 2012-2022 7 - 32 years Minneapolis 1,103 5 622 65,264 134,969 — 59,093 65,264 194,062 259,326 ( 63,105 ) 1886-2015 2013-2015 7 - 32 years Northern California 4,429 766 143,413 366,273 822,634 — 156,291 366,273 978,925 1,345,198 ( 231,535 ) 1900-2019 2012-2022 7 - 32 years Orlando 6,449 1,172 154,957 234,174 950,330 — 183,515 234,174 1,133,845 1,368,019 ( 262,168 ) 1947-2022 2012-2022 7 - 32 years Phoenix 8,907 1,568 229,127 390,900 1,261,235 — 237,161 390,900 1,498,396 1,889,296 ( 315,788 ) 1929-2022 2012-2022 7 - 32 years Seattle 4,082 148 32,858 334,652 752,554 — 194,449 334,652 947,003 1,281,655 ( 200,788 ) 1890-2022 2012-2022 7 - 32 years South Florida 8,383 580 124,492 723,401 1,533,492 — 254,045 723,401 1,787,537 2,510,938 ( 461,672 ) 1922-2022 2012-2022 7 - 32 years Southern California 7,763 1,293 288,145 997,400 1,487,572 — 256,727 997,400 1,744,299 2,741,699 ( 456,402 ) 1900-2014 2012-2021 7 - 32 years Tampa 8,627 1,334 186,298 360,391 1,326,371 — 238,101 360,391 1,564,472 1,924,863 ( 372,040 ) 1923-2022 2012-2022 7 - 32 years Total 82,982 14,027 $ 2,056,273 $ 4,800,110 $ 13,432,652 $ — $ 2,468,173 $ 4,800,110 $ 15,900,825 $ 20,700,935 $ ( 3,670,561 ) (1) Number of properties represents 83,113 total properties owned less 131 properties classified as held for sale and recorded in other assets, net on the consolidated balance sheet as of December 31, 2022. (2) Number of encumbered properties and encumbrances include the number of properties secured by first priority mortgages under the mortgage loans and the Secured Term Loan, as well as the aggregate value of outstanding debt attributable to such properties. Excluded from this is original issue discount, deferred financing costs, and 19 held for sale properties with an encumbered balance of $ 2,398 . (3) The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $ 18.9 billion (unaudited) as of December 31, 2022. F-44 INVITATION HOMES INC. Schedule III Real Estate and Accumulated Depreciation (dollar amounts in thousands) For the Years Ended December 31, 2022 2021 2020 Residential Real Estate Balance at beginning of period $ 20,008,381 $ 18,801,750 $ 18,247,164 Additions during the period Acquisitions 564,706 1,126,826 621,697 Initial renovations 111,243 83,099 93,096 Other capital expenditures 206,517 167,256 167,549 Deductions during the period Dispositions and other ( 176,768 ) ( 197,225 ) ( 407,762 ) Reclassifications Properties held for sale, net of dispositions ( 13,144 ) 26,675 80,006 Balance at close of period $ 20,700,935 $ 20,008,381 $ 18,801,750 Accumulated Depreciation Balance at beginning of period $ ( 3,073,059 ) $ ( 2,513,057 ) $ ( 2,003,972 ) Depreciation expense ( 629,301 ) ( 585,101 ) ( 546,419 ) Dispositions and other 28,475 27,633 44,974 Reclassifications Properties held for sale, net of dispositions 3,324 ( 2,534 ) ( 7,640 ) Balance at close of period $ ( 3,670,561 ) $ ( 3,073,059 ) $ ( 2,513,057 ) F-45