INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

onWe 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 ~~statement~~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 ~~cash flows. Effective January 1, 2017, we adopted ASU 2016-09,~~the entity and the ~~adoption~~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 ~~this standard had no impact~~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 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 condensed consolidated statements of cash flows.

Non-controlling interests represent the OP Units not owned by INVH, including any vested OP Units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, and the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 include an allocation of the net income attributable to the non-controlling interest holders. OP Units and vested OP Units granted in connection with share-based compensation awards are redeemable for shares of our common stock on a 1-for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Significant Risks and Uncertainties

One of the most significant risks and uncertainties to our financial ~~statements~~condition and results of operations continues to be the adverse effect of the ongoing pandemic resulting from the coronavirus, or COVID-19, and its variants on our residents, associates, and suppliers. As such, we continue to closely monitor the impact of the pandemic on all aspects of our business and actively manage our response thereto in collaboration with our residents and business partners.

The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the federal government as well as certain states, counties, and cities, including those in which we own properties and where our principal places of business are located, to impose ongoing measures in response to the COVID-19 pandemic, including temporary eviction moratoriums if certain criteria are met by residents, deferral of missed rent payments without incurring late fees, and restrictions on rent increases. Most of these restrictions have generally been lifted or expired; however, we cannot predict if states, municipalities, local, and/or national authorities will renew, extend, or expand such restrictions, or impose additional similar restrictions. We endeavor to comply in all material respects with applicable federal, state, and local laws, regulations, ordinances, and restrictions regarding evictions, collections, rent increases, and late fees as appropriate. While none of the current and previous restrictions have materially impacted our ability to provide services to our residents or homes, additional or modified measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents. Such measures may have material adverse effects on our financial condition, results of operations, and cash flows.

Since the outbreak commenced, a number of our residents have requested rent deferral and/or late fee relief, and components of our rental revenues and other property income have been impacted by the pandemic. We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes. This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements. We cannot predict if the federal government, states, or local authorities will continue to offer assistance programs or if such programs will be available to our residents (and if they are available, if our residents will take advantage of them).

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Our financial condition, results of operations, and cash flows depend on our ability to collect rent. To the extent our current or prospective residents continue to experience unemployment, deteriorating financial conditions, and declines in household income, they may be unwilling or unable to fully meet their obligations to us or enter into new leases for our homes, resulting in increases in uncollectible revenues and thus reductions in rental revenues and other property income. Our associates continue to face COVID-19 health risks. If a significant number of our associates, or key personnel, are unable to work as a result of COVID-19, this would adversely impact our business and operating results. In addition, workforce turnover, and remote work arrangements could adversely impact our business and operating results.

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

The extent to which the ongoing COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, duration, and severity of COVID-19 including resurgences, new variants or, strains, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability, distribution, acceptance, and efficacy of vaccines and therapeutic drugs (including against any ~~period presented.~~future variants or strains), and the direct and indirect economic effects of the pandemic, and government, regulatory, and/or legislative changes precipitated by the ongoing COVID-19 pandemic, among others. While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

Overall weaker economic conditions, ongoing geopolitical tensions, uncertainty in financial markets, including the impact of inflation and rising interest rates, and a general decline in business activity could adversely affect (i) our ability to acquire or dispose of single-family homes and (ii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.

Use of Estimates

The preparation of the condensed 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 condensed 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 from those estimates.

Accounting Policies

We periodically evaluate the appropriateness of our accounting policies in accordance with authoritative guidance. Based on a 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 January 1, 2022.

There have been no additional changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our audited ~~combined and~~ consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016 other than as disclosed below.~~2021.

~~Investments~~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 ~~Single-Family Residential Properties~~

~~Upon acquisition, we evaluate our acquired single-family residential properties~~Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies an issuer’s accounting for ~~purposes~~convertible instruments and contracts in its own equity. The guidance reduces the number of ~~determining whether a transaction should be accounted~~accounting models for as an asset acquisition or business combination. Upon adoption of ASU 2017-01, our purchases of homes are treated as acquisitions and are recorded at their purchase price which is allocated between land, building and improvements, and in-place lease intangibles (when a tenant isconvertible instruments, requires entities to use the “if-converted” method 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’ associationdiluted earnings (loss) per share (“~~HOA”~~EPS”), and ~~other mechanic’s~~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 miscellaneous liens, as well as other closing costs. 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. The in-place lease intangibles are amortized over the life of the leases and are recorded in other assets, netit did not have a material impact on our condensed consolidated balance sheets. Prior to our adoption of ASU 2017-01 effective January 1, 2017, acquisition costs for transactions accounted for as business combinations were expensed in the period in which they were incurred and were reflected in other expenses in the accompanying condensed consolidated statements of operations.

~~Earnings per Share~~

We use the two-class method to compute basic and diluted earnings (loss) per common share (“EPS”) because certain of our restricted stock units and restricted stock awards (see Share-Based Compensation Expense below) are participating securities as defined by GAAP. We compute basic EPS by dividing net income (loss) available to common shareholders for the period by the weighted-average number of common shares outstanding for the period, adjusted to exclude non-vested restricted stock units (“RSUs”) and restricted shares of common stock (“RSAs”). Diluted EPS is similar to computing basic EPS, except that the denominator is increased to include the dilutive effects of non-vested RSUs and RSAs except when doing so would be anti-dilutive. Prior to the IPO, our business was conducted through the Invitation Homes Partnerships which did not have a common capital structure upon which to compute historical EPS. Accordingly, EPS has not been presented for historical periods prior to the IPO.

~~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 on our condensed 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.

financial statements.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Pursuant to the terms of certain of our mortgage loans, we are required to maintain interest rate caps. 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 Offered Rate (“LIBOR”). In connection with the Pre-IPO Transactions, as of January 31, 2017, 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 on our condensed consolidated balance sheets. For Non-Designated Hedges, the related changes in fair value are reflected within interest expense in the condensed consolidated statements of operations. For Designated Hedges, the effective portion of the related changes in fair value is reported as a component of other comprehensive income (loss) on our condensed consolidated balance sheets and reclassified into earnings as interest expense in our condensed consolidated statements of operations when the hedged transactions affect earnings; the ineffective portion of the changes in fair value is reflected directly within interest expense in the condensed consolidated statements of operations. See Note 7 for further discussion of derivative financial instruments.

~~Share-Based Compensation Expense~~

We recognized share-based compensation expense for the Class B Units based on the estimated fair value of the Class B Units and vesting conditions of the related incentive unit agreements. Since the Class B Units granted by IH1 were granted to employees of the Manager, a wholly owned subsidiary of IH1, the related share-based compensation expense was based on the grant-date fair value of the units and recognized in expense over the service period. Because units in IH2, IH3, IH4, IH5, and IH6 were granted to non-employees of those respective partnerships, fair value was remeasured for non-vested units at the end of each reporting period. The fair value of the Class B Units was determined based on a valuation model that took into account discounted cash flows and a market approach based on comparable companies and transactions.

We recognize share-based compensation expense for the RSUs and RSAs 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 or when any applicable performance conditions are met in accordance with the related RSU and RSA agreements. The grant-date fair value of RSUs and RSAs is generally based on the closing price of our common stock on the grant date except for market based RSU grant‑date fair values which are based on Monte-Carlo option pricing models.

Additional compensation expense is recognized if modifications to existing incentive compensation unit, RSU, or RSA 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 a component of general and administrative expense and property management expense in our condensed consolidated statements of operations. See Note 10 for further discussion of share-based compensation expense.

~~Income Taxes~~

As a result of the Pre-IPO Transactions more fully described in Note 1, the Invitation Homes Partnerships transferred all assets, liabilities, and operations to INVH through certain mergers and related transactions, including the IH2 Property Holdings Merger. IH2 Property Holdings Inc. had previously elected to qualify as a Real Estate Investment Trust “REIT” for United States federal income tax purposes commencing with its taxable year ended December 31, 2013. Effective upon consummation of the IH2 Property Holdings Merger, INVH became subject to such REIT election.

We intend to continue to operate as a REIT, and our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”), which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we will generally not be subject to United States federal corporate income tax on our taxable income that is currently distributed to shareholders. This treatment substantially

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation. If we fail to qualify as a REIT in any taxable year, we will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for subsequent taxable years.

Even if we qualify as a REIT, we may be subject to United States federal income and excise taxes in various situations, such as on our undistributed income. We also will be required to pay a 100% tax on any net income on non-arm’s length transactions between us and a TRS, defined below, and on any net income from sales of assets that were held for sale to customers in the ordinary course. In addition, we could also be subject to the alternative minimum tax on items of tax preference. State and local tax laws may not conform to the United States federal income tax treatment, and we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. Any taxes imposed on us reduce our operating cash flow and net income.

As part of the formation of INVH, each of the Invitation Homes Partnerships (other than IH2) transferred assets into INVH solely in exchange for shares of common stock. Certain of the assets contributed contained built-in gains. Prior to the Pre-IPO Transactions, the contributing partnerships had indirect C corporation partners to which a portion of the built-in gain would be allocated. As a result, if we dispose of any such assets during the five-year period following the date the REIT acquired such assets, we will be subject to the regulations under Section 337(d) of the Code. In general terms, such regulations subject the REIT to the maximum corporate level tax rate on the lesser of (i) such built-in gains and (ii) the gain recognized by the REIT upon a taxable disposition of the contributed assets. We may, however, choose not to sell such assets during such five-year period or to sell them in a non-taxable transaction. As such, the potential taxes associated with these built-in gains are not estimable.

Certain of our operations or a portion thereof, are conducted through taxable REIT subsidiaries, each of which we refer to as a TRS. 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 GAAP net income or loss, generally through depreciation, impairment losses, or sales to third-party entities.

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

We file income tax returns in the United States federal jurisdiction as well as various state and local jurisdictions. Our filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires, with open tax years varying based upon the date of incorporation of the specific entity. The years open to examination range from 2013 to present.

Recent Accounting Pronouncements

In ~~September 2017,~~January 2021, the FASB issued ASU ~~No. 2017-13,~~ ~~Revenue Recognition~~2021-01, Reference Rate Reform (Topic ~~605)~~848) (“ASU 2021-01”), ~~Revenue~~which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from ~~Contracts with Customers (Topic 606), Leases (Topic 840),~~the London Interbank Offer Rate (“LIBOR”) and ~~Leases (Topic 842): Amendments~~other interbank offered rates to ~~SEC Paragraphs Pursuant~~alternative reference rates. Entities that make this optional expedient election would not have to remeasure the ~~Staff Announcement~~contracts at the ~~July 20, 2017 EITF Meeting~~modification date or reassess the accounting treatment if certain criteria are met and ~~Rescission of Prior SEC Staff Announcements~~would continue applying hedge accounting for relationships affected by reference rate reform. ASU 2021-01 became effective upon issuance, and ~~Observer Comments.~~ ~~The purpose of this pronouncement is to update the guidance in the SEC paragraphs of the Accounting Standards Codification to align with ASU No. 2014-09. This new standard will~~optional expedient elections can be ~~effective at the same time an entity adopts the new revenue guidance in ASU No. 2014-09,~~ ~~Revenue from Contracts with Customer (Topic 606)~~ ~~which is effective on January 1, 2018. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements.~~

~~In August 2017, the FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging:Targeted Improvements to Accounting for Hedging Activities (Topic 815)~~. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning aftermade through December 15, 2018. This adoption method will require us to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that we adopt the update. While we continue to assess all potential impacts of the standard, we currently expect the adoption to have an immaterial impact on our condensed consolidated financial statements.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~, which clarifies the definition of modification with the objective of evaluating whether modification accounting should be applied when there are changes to the terms or conditions of a share-based payment award. The guidance will be effective for us for annual reporting periods beginning after December 15, 2017, and for interim periods within those annual periods with early adoption permitted. We are currently assessing the impact of the guidance on our condensed consolidated financial statements.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~, which requires that period changes in the total of cash, cash equivalents, and amounts generally described as restricted cash or cash equivalents are explained in the statement of cash flow. Thus, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning and ending balances shown in the statement of cash flows. The guidance will be effective for us for annual reporting periods beginning after December 15, 2017, and for interim periods. The adoption of this standard will modify our current disclosures and classifications within the condensed consolidated statements of cash flows, but is not expected to have a material effect on our condensed consolidated financial statements.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~, which clarifies the classification of certain cash receipts and cash payments including debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, proceeds from the settlement of insurance claims, and beneficial interests in securitization transactions. The new standard will be effective for us for annual reporting periods beginning after December 15, 2017, and for interim periods within those annual periods. The adoption of this standard will modify our current disclosures and classifications within the condensed consolidated statements of cash flows, but is not expected to have a material effect on our condensed consolidated financial statements.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842),~~ which will require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than one year. Lessor accounting will remain similar to lessor accounting under current GAAP, while aligning with the FASB’s new revenue recognition guidance. The new standard will be effective for us for annual reporting periods beginning after December 15, 2018, and for interim periods within those annual periods, with early adoption permitted.31, 2022. We are currently evaluating existing contracts and hedging relationships and the impact of ~~the guidance~~adopting ASU 2021-01 on our ~~condensed~~ consolidated financial statements.

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The new standard will be effective for us for annual reporting periods beginning after December 15, 2017, and for interim periods within those annual periods. We are currently evaluating the impact of the guidance on our condensed consolidated financial statements.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), which provides guidance on revenue recognition and supersedes the revenue recognition requirements in Topic 605,~~ ~~Revenue Recognition, most industry-specific guidance and some cost guidance included in Subtopic 605-35,~~ ~~Revenue Recognition—Construction-Type and Production-Type Contracts~~. The standard’s core principle is that a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The guidance will be effective for us for annual

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

reporting periods beginning after December 15, 2017, and for interim periods within those annual periods. At that time, we may adopt the full retrospective approach or the modified retrospective approach. We are currently evaluating the method of adoption of this guidance and do not anticipate that the adoption of this guidance will have a material impact on our condensed consolidated financial statements as most of our revenue is from rental revenues, which are not impacted by this standard.

Note 3—Investments in Single-Family Residential Properties

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


	September 30, 2017			December 31, 2016				March 31, 2022		December 31, 2021
Land	$	2,733,834		$	2,703,388		Land	$	4,769,620	$	4,737,938
Single-family residential property	6,908,064			6,829,579			Single-family residential property	14,810,026		14,610,188
Capital improvements	229,902			229,890			Capital improvements	545,983		540,252
Equipment	31,906			31,988			Equipment	121,051		120,003
Total gross investments in the properties	9,903,706			9,794,845			Total gross investments in the properties	20,246,680		20,008,381
Less: accumulated depreciation	(982,463		)	(792,330		)	Less: accumulated depreciation	(3,221,040)		(3,073,059)
Investments in single-family residential properties, net	$	8,921,243		$	9,002,515		Investments in single-family residential properties, net	$	17,025,640	$	16,935,322

As of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, the carrying amount of the residential ~~property~~properties above ~~included $122,158~~includes $126,717 and ~~$122,009,~~$125,236, respectively, of capitalized acquisition costs (excluding purchase price), along with ~~$62,296~~$71,094 and ~~$62,169,~~$70,145, respectively, of capitalized interest, ~~$25,942~~$28,777 and ~~$26,050,~~$28,211, respectively, of capitalized property taxes, ~~$4,722~~$4,821 and ~~$4,764,~~$4,762, respectively, of capitalized insurance, and ~~$2,843~~$3,361 and ~~$2,890,~~$3,280, respectively, of capitalized ~~HOA~~homeowners’ association (“HOA”) fees.

During the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, we recognized ~~$66,671~~$153,640 and ~~$65,446,~~$142,784, respectively, of depreciation expense related to the components of the properties, and ~~$795~~$2,156 and ~~$1,034,~~$1,717, respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization onin the condensed consolidated statements of operations. Further, during the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, impairments totaling ~~$424~~$101 and ~~$1,076,~~$431, respectively, have been recognized and are included in impairment and other onin the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.

~~During~~

Note 4—Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the ~~nine months ended September 30, 2017 and 2016, we recognized $200,023 and $194,630, respectively, of depreciation expense related~~condensed consolidated balance sheets that sum to the ~~components~~total of ~~the properties, and $2,535 and $3,631, respectively, of depreciation and amortization related to corporate furniture and equipment. These~~such amounts ~~are included~~shown in ~~depreciation and amortization on~~ the condensed consolidated statements of ~~operations. Further, during the nine months ended September 30, 2017 and 2016, impairments totaling $1,556 and $1,595, respectively, have been recognized and are included~~cash flows:


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	467,457	$	610,166
Restricted cash	215,692		208,692
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	683,149	$	818,858

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in ~~impairment and other on the condensed consolidated statements of operations.~~thousands)

(unaudited)

~~Note 4—Restricted Cash~~

Pursuant to the terms of the ~~credit facility agreements~~mortgage loans and the ~~mortgage loans described~~Secured Term Loan (as defined in Note 6,7), 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) ~~completion reserves; (ii) renovation reserves; (iii) leasing commission reserves; (iv) debt service reserves; (v)~~ property tax reserves; ~~(vi)~~(ii) insurance ~~premium~~reserves; (iii) capital expenditure reserves; and ~~deductible reserves; (vii) standing reserves; (viii) special reserves; (ix) termination fee reserves; (x) eligibility reserves; (xi) collections; and (xii) non-conforming property~~(iv) HOA reserves. In February 2017, the credit facilities were repaid in full and all related reserve accounts were released. Prior to that time, the credit facility reserve accounts were under the sole control of the Administrative Agent, as defined in the credit facility agreements. The reserve accounts associated with ~~the~~our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

deposits pursuant to resident lease agreements that we are required to ~~be segregated.~~segregate. We are also required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, ~~and~~ security deposit accounts, and other restricted accounts have been classified ~~within~~on our condensed consolidated balance sheets as restricted cash. ~~We also hold letters of credit as required by certain of our insurance policies.~~

The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the ~~credit facility agreements~~mortgage loan and ~~mortgage loan~~Secured Term Loan agreements and are to be released to us subject to certain conditions specified ~~therein~~in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer ~~(as it relates to the mortgage loans)~~ has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.

AsThe balances of ~~September 30, 2017 and December 31, 2016, the balances in~~ our restricted cash accounts, as of March 31, 2022 and December 31, 2021, are as set forth in the table below. AtAs of March 31, 2022 and December 31, ~~2016,~~2021, no amounts were funded to the ~~completion, renovation, leasing commission, debt service, termination fee, and nonconforming property reserve~~insurance accounts as the conditions specified in the ~~credit facility~~mortgage loan and Secured Term Loan agreements that require such funding did not ~~exist, and none~~exist.


	March 31, 2022		December 31, 2021
Resident security deposits	$	167,976	$	165,454
Collections	20,326		21,402
Property taxes	18,519		12,615
Capital expenditures	4,017		4,368
Letters of credit	3,683		3,682
Special and other reserves	1,171		1,171
Total	$	215,692	$	208,692

Note 5—Investments In Unconsolidated Joint Ventures

The following table summarizes our investments in unconsolidated joint ventures, which are ~~required at September 30, 2017~~accounted for using the equity method model of accounting, as ~~the credit facilities had been repaid in full.~~

September 30,
2017 December 31,
2016
Resident security deposits $ 89,409
$ 86,239
Collections 20,354
42,767
Property taxes 39,375
52,256
Insurance premium and deductible —
4,432
Standing and capital expenditure reserves 1,754
24,409
Special reserves —
34
Eligibility reserves 398
9,274
Letters of credit 2,491
2,681
Total $ 153,781
$ 222,092

~~Note 5—Other Assets~~

~~At September 30, 2017~~of March 31, 2022 and December 31, ~~2016, the balances in other assets, net are as follows:~~2021:

September 30,
2017 December 31,
2016
Investments in debt securities, net $ 230,619
$ 209,337
Held for sale assets⁽¹⁾
12,170
45,062
Prepaid expenses 23,412
21,883
Deferred leasing costs, net 7,320
7,710
Rent and other receivables, net 11,986
11,604
Deferred financing costs, net 8,096
—
Interest rate swap hedges (see Note 7) 5,529
—
Corporate fixed assets, net 6,522
6,247
Other 9,405
7,782
Total $ 315,059
$ 309,625


		Number of Properties Owned		Carrying Value
	Ownership Percentage	March 31, 2022	December 31, 2021	March 31, 2022		December 31, 2021
2020 Rockpoint JV(1)	20.0%	2,262	2,004	$	59,190	$	54,579
2022 Rockpoint JV(2)	16.7%	—	N/A	—		—
FNMA(3)	10.0%	516	522	52,682		52,791
Pathway Property Company(4)	100.0%	46	N/A	28,056		—
Pathway Operating Company(5)	15.0%	N/A	N/A	22,505		23,025
Total				$	162,433	$	130,395


~~(1)~~	~~As of September 30, 2017 and December 31, 2016 (unaudited), 71 and 391 properties, respectively, were classified as held for sale.~~

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

(2)Represents a commitment made in March 2022 to invest in an entity that will own homes in premium locations (see further information below).

(3)Owns homes primarily located in Arizona, California, and Nevada.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(4)Owns homes within the Western United States and Southeast United States.

(5)Represents an investment in an operating company that provides a technology platform and asset management services.

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”). As of February 2021, the joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. As of March 31, 2022, our remaining equity commitment to the 2020 Rockpoint JV is $14,400. 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 for the 2020 Rockpoint JV.

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 March 31, 2022, we have not made any investment in the 2022 Rockpoint JV, and our remaining equity commitment is $50,000. 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. Upon the acquisition of homes, we will earn property and asset management fees for the 2022 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 for the FNMA joint venture.

In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify 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 March 31, 2022, we have funded $29,700 to Pathway Property Company, and our remaining equity commitment is $195,300. A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from the homes owned by Pathway Property Company. As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company.

For the three months ended March 31, 2022 and 2021, we recorded $(2,320) and $351, respectively, of income (loss) from these investments which is included in income (loss) from investments in unconsolidated joint venture in the condensed consolidated statements of operations.

The fees earned from our joint ventures (as described above) are related party transactions. For the three months ended March 31, 2022 and 2021, we earned $2,111 and $771 of management fees which are included in joint venture management fees in the condensed consolidated statements of operations.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 6—Other Assets

As of March 31, 2022 and December 31, 2021, the balances in other assets, net are as follows:


	March 31, 2022		December 31, 2021
Investments in debt securities, net	$	157,059	$	157,173
Amounts deposited and held by others	80,380		62,241
Prepaid expenses	38,840		41,490
Rent and other receivables, net	37,397		37,473
Held for sale assets(1)	21,929		20,022
Investments in equity securities	18,429		16,337
Corporate fixed assets, net	16,785		16,595
ROU lease assets — operating and finance, net	15,992		16,975
Deferred financing costs, net	8,026		8,751
Deferred leasing costs, net	4,695		5,837
Derivative instruments (Note 8)	56		6
Other	15,205		12,164
Total	$	414,793	$	395,064

(1)As of March 31, 2022 and December 31, 2021, 86 and 80 properties, respectively, are classified as held for sale.

Investments in Debt Securities, net

In connection with certain of ~~the~~our Securitizations as(as defined in Note 6,7), we ~~previously acquired $193,045~~have retained and purchased certificates totaling $157,059, net of ~~Class G certificates. In 2016, we purchased $16,423~~unamortized discounts of ~~Class F certificates, which had an unamortized discount of $0 and $131~~$1,849 as of ~~September 30, 2017 and December~~March 31, 2016, respectively. During the nine months ended September 30, 2017, we purchased $55,500 of Class B certificates, which had an unamortized discount of $3,433 as of September 30, 2017, and received repayments of $30,916 from retained debt securities.2022. These investments in debt securities are classified as held to maturity ~~investments (for additional information about the Securitizations, see Note 6).~~investments. As of ~~September 30, 2017~~March 31, 2022, we have not recognized any credit losses with respect to these investments in debt securities, and ~~December 31, 2016, there were no other than temporary impairments. As of September 30, 2017, the Class F and G~~our retained certificates are scheduled to mature over the next 3three months to ~~12 months,~~five years.

Amounts Deposited and Held by Others

Amounts deposited and held by others consists of earnest money deposits for the ~~Class B certificates are scheduled~~acquisition of single-family residential properties, including deposits made to ~~mature in 10 years.~~homebuilders, and amounts owed to us for sold homes. See Note 14 for additional information about commitments related to these deposits made to homebuilders.

Rent and Other Receivables, 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.

~~Included~~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 the three months ended March 31, 2022 and 2021, rental revenues and other ~~assets, net within the condensed consolidated balance sheets, is an allowance for doubtful accounts~~property income includes $33,048 and $24,394 of ~~$1,316~~variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Future minimum rental revenues and ~~$1,183,~~other property income under leases existing on our single-family residential properties as of ~~September 30, 2017~~March 31, 2022 are as follows:


Year	Lease Payments to be Received
Remainder of 2022	$	999,487
2023	306,885
2024	14,169
2025	—
2026	—
Thereafter	—
Total	$	1,320,541

Investments in Equity Securities

We hold investments in equity securities both with and without a readily determinable fair value. Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer. As of March 31, 2022 and December 31, ~~2016, respectively.~~2021, the values of our investments in equity securities are as follows:


	March 31, 2022		December 31, 2021
Investments with a readily determinable fair value	$	1,760	$	10,499
Investments without a readily determinable fair value	16,669		5,838
Total	$	18,429	$	16,337

The components of gains (losses) on investments in equity securities, net as of three months ended March 31, 2022 and 2021 are as follows:


	For the Three Months Ended March 31,

	2022		2021
Net losses recognized on investments sold during the reporting period — with a readily determinable value	$	(1,452)	$	—
Net unrealized losses on investments still held at the reporting date — with a readily determinable fair value	(1,580)		(3,140)

Total	$	(3,032)	$	(3,140)

Right-of-Use (“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 March 31, 2022 and December 31, 2021:


	March 31, 2022						December 31, 2021
	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Other assets	$	10,460		$	5,532		$	10,959		$	6,016
Other liabilities (Note 14)	12,660			5,302			13,256			5,784
Weighted average remaining lease term	3.5 years			2.1 years			3.7 years			2.2 years
Weighted average discount rate	3.2		%	4.0		%	3.2		%	4.0		%

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Deferred Financing Costs, net

In connection with ~~our~~the amended and restated Revolving Facility ~~(as defined in~~(see Note 6)7), we incurred ~~$9,673~~$11,846 of financing costs, ~~during the nine months ended September 30, 2017,~~ which have been deferred as other assets, net on our condensed consolidated balance ~~sheet due to the line of credit features of the Revolving Facility. These~~sheets. We amortize deferred financing costs ~~are being amortized~~ as interest expense on a ~~straight line~~straight-line basis over the term of the Revolving ~~Facility.~~Facility and accelerate amortization if debt is retired before the maturity date. As of March 31, 2022 and December 31, 2021, the unamortized balances of these deferred financing costs are $8,026 and $8,751, respectively.

Note 6—7—Debt

Mortgage Loans

~~As of September 30, 2017, we have completed eight~~Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective ~~Invitation Homes~~ Borrower Entities. ~~The~~We utilize the proceeds from ~~the mortgage loans were used~~our Securitizations to ~~fund~~fund: (i) repayments of then-outstanding ~~indebtedness, including credit facilities and prior securitization transactions,~~indebtedness; (ii) initial deposits ~~in the~~into Securitization reserve ~~accounts,~~accounts; (iii) closing costs in connection with the mortgage ~~loans,~~loans; and (iv) general costs associated with our ~~operations,~~operations.

The following table sets forth a summary of our mortgage loan indebtedness as of March 31, 2022 and ~~(v) distributions and dividends~~December 31, 2021:


						Outstanding Principal Balance(5)
	Origination Date	Maturity Date(1)	Maturity Date if Fully Extended(2)	Interest Rate(3)	Range of Spreads(4)	March 31, 2022		December 31, 2021
IH 2017-1(6)(7)	April 28, 2017	June 9, 2027	June 9, 2027	4.23%	N/A	$	993,296	$	993,703

IH 2018-1(8)	February 8, 2018	March 9, 2023	March 9, 2025	1.33%	76-131 bps	566,646		568,495
IH 2018-2(8)(9)(10)	May 8, 2018	June 9, 2022	June 9, 2025	1.50%	95-133 bps	628,601		629,237
IH 2018-3(8)(9)	June 28, 2018	July 9, 2022	July 9, 2025	1.57%	105-135 bps	204,383		204,637
IH 2018-4(8)	November 7, 2018	January 9, 2023	January 9, 2026	1.67%	115-145 bps	667,947		669,548
Total Securitizations						3,060,873		3,065,620
Less: deferred financing costs, net						(9,283)		(9,767)
Total						$	3,051,590	$	3,055,853

(1)Maturity date represents repayment date for mortgage loans which have been repaid in full prior to December 31, 2021. For all other mortgage loans, the maturity dates above reflect all extension options that have been exercised.

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

(3)Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of March 31, 2022, LIBOR was 0.45%. IH 2017-1 bears interest at a fixed rate of 4.23% per annum, equal to the ~~Pre-IPO Owners.~~market determined pass-through rate payable on the certificates including applicable servicing fees.

(4)Range of spreads is based on outstanding principal balances as of March 31, 2022.

(5)Outstanding principal balance is net of discounts and does not include deferred financing costs, net.

(6)Net of unamortized discount of $1,849 and $1,937 as of March 31, 2022 and December 31, 2021, respectively.

(7)On April 21, 2022, 574 homes with a gross book value of $98,792 as of March 31, 2022 were released from the collateral pool for IH 2017-1 (see Note 15).

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(8)The ~~following table sets forth a summary~~initial maturity term of each of these mortgage loans is two years, individually subject to 5, one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan ~~indebtedness~~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 2018-2, IH 2018-3, and IH 2018-4 mortgage loans have exercised the second extension option, and our IH 2018-1 mortgage loan has exercised the third extension option. The maturity dates above reflect all extensions that have been exercised.

(9)On April 8, 2022, we made a voluntary prepayment of the then-outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of $1,306,835 as of ~~September 30, 2017~~March 31, 2022, and ~~December 31, 2016:~~a $395,500 voluntary prepayment on IH 2018-2 (see Note 15).

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

Outstanding Principal Balance⁽³⁾
Maturity Date
Interest Rate⁽²⁾
Range of Spreads
September 30,
2017⁽⁴⁾
December 31,
2016
IH1 2013-1 N/A N/A 115-365 bps $ —
$ 462,431
IH1 2014-1 N/A N/A 100-375 bps —
978,231
IH1 2014-2⁽¹⁾⁽⁵⁾
September 9, 2018 3.13% 110-400 bps 703,241
710,664
IH1 2014-3⁽¹⁾⁽⁶⁾
December 9, 2017 3.56% 120-500 bps 147,323
766,753
IH2 2015-1, net⁽¹⁾⁽⁷⁾
March 9, 2018 3.60% 145-430 bps 529,443
531,318
IH2 2015-2⁽¹⁾
June 9, 2018 3.18% 135-370 bps 628,574
630,283
IH2 2015-3⁽¹⁾
August 9, 2018 3.41% 130-475 bps 1,169,048
1,184,314
IH 2017-1, net⁽⁸⁾
June 9, 2027 4.17% N/A 996,365
—
Total Securitizations 4,173,994
5,263,994
Less deferred financing costs, net (16,970 ) (9,256 )
Total $ 4,157,024
$ 5,254,738

~~(1)~~

~~The initial maturity term of each of these mortgage loans is~~ ~~two~~ ~~years, individually subject to~~ ~~three, one-~~year extension options at the borrower’s discretion (provided that there is no continuing event of default under the loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our IH1 2014-3, IH2 2015-1, IH2 2015-2, and IH2 2015-3 mortgage loans have exercised the first extension options, and IH1 2014-2 has exercised the second option.~~The maturity dates above are reflective of all extensions that have been exercised.~~


~~(2)~~	~~For each of our first seven mortgage loans, interest rates are based on a weighted average spread to LIBOR; as of~~ ~~September 30, 2017~~ ~~LIBOR was~~ ~~1.23%. Our IH 2017-1 mortgage loan bears interest at a fixed rate of~~ ~~4.17% per annum equal to the market determined pass-through rate payable on the certificates, plus applicable servicing fees.~~


~~(3)~~	~~Outstanding Principal Balance is net of discounts and does not include capitalized deferred financing costs, net.~~


~~(4)~~	~~From October 1, 2017 to~~ ~~November 2, 2017, we made prepayments of~~ ~~$2,634~~ ~~on our mortgage loans related to the disposition of properties.~~


~~(5)~~	~~On October 10, 2017, we submitted a notification to request an extension of the maturity of the IH1 2014-3 mortgage loan from December 9, 2017 to December 9, 2018 upon approval.~~ ~~On November 9, 2017, the outstanding balance of IH1 2014-2 was repaid in full~~ ~~(see Note 15).~~


~~(6)~~	~~On November 9, 2017, the outstanding balance of IH1 2014-3 was repaid in full~~ ~~(see Note 15).~~


~~(7)~~	~~Net of unamortized discount of~~ $0 ~~and~~ ~~$55~~ ~~as of~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively.~~


~~(8)~~	~~Net of unamortized discount of~~ ~~$3,433 as of September 30, 2017.~~

Securitization Transactions

~~IH1 2013-1: In November 2013, we completed our first securitization~~For each Securitization transaction, ~~(“IH1 2013-1”), in which 2013-1 IH~~the Borrower ~~L.P. (“S1 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1,~~Entity executed a loan agreement with a ~~third-party~~third party lender. Except for IH 2017-1, each outstanding mortgage loan originally consisted of 6 floating rate components. The ~~third-party lender made a six component term loan~~two year initial terms are individually subject to S13 to 5, one year extension options at the Borrower inEntity’s discretion. Such extensions are available provided there is no continuing event of default under the ~~amount of $479,137. All six components of the loan were sold at par. On February 6, 2017, the outstanding balance of IH1 2013-1 was repaid in full.~~

IH1 2014-1: In May 2014, we completed our second securitization transaction (“IH1 2014-1”), in which 2014-1 IH Borrower L.P. (“S2 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1, executed arespective mortgage loan agreement ~~with~~and the Borrower Entity obtains and delivers a ~~third-party~~replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender. ~~The third party lender made~~IH 2017-1 is a six component term loan to S2 Borrower in the amount of $993,738. All six components of the loan were sold at par. On February 6, 2017 and March 9, 2017, we made voluntary prepayments of $291,500 and $260,000, respectively. On April 28, 2017, the outstanding balance of IH1 2014-1 was repaid in full.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

Each mortgage loan is secured by a pledge of the equity in the ~~amount~~assets of ~~$719,935. Of~~ the ~~seven loan components,~~respective Borrower Entities, as well as first-priority mortgages on the ~~Class A, B, C, D~~underlying properties and ~~G certificates were sold at par; however,~~a grant of security interests in all of the ~~Class E~~related personal property. As of March 31, 2022 and ~~F certificates were sold at~~December 31, 2021, a total ~~discount~~ of ~~$3,970.~~26,915 and 26,950 homes, respectively, with a gross book value of $6,048,138 and $6,043,652, respectively, and a net book value of $4,880,934 and $4,922,037, respectively, are pledged pursuant to the mortgage loans (see Note 15 and notes to table above regarding releases of collateral subsequent to March 31, 2022). 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 the first payment being due upon the closing of the loan, and subsequent payments beginning October 9, 2014 and continuing monthly thereafter. On November 9, 2017, the outstanding balance of IH1 2014-2 was repaid in full (see Note 15).Trusts

IH1 2014-3: In November 2014, we completed our fourth securitization transaction (“IH1 2014-3”), in which 2014-3 IH Borrower L.P. (“S4 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1, executed a loan agreement with a third-party lender. The third-party lender issued a term loan comprised of (1) six floating rate components and (2) one fixed rate component to S4 Borrower in the amount of $769,322. Of the seven components, the Class B and G certificates were sold at par; however, the Class A, C, D, E and F certificates were sold at a total discount of $7,235. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning December 9, 2014 and continuing monthly thereafter. On May 9, 2017 and June 9, 2017, we made voluntary prepayments of $510,000 and $100,000, respectively, from the proceeds of IH 2017-1 securitization transaction and cash flows from operations. On November 9, 2017, the outstanding balance of IH1 2014-3 was repaid in full (see Note 15).

IH2 2015-1: In January 2015, we completed our fifth securitization transaction (“IH2 2015-1”), in which 2015-1 IH2 Borrower L.P. (“S5 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S5 Borrower in the amount of $540,854. Six of the seven components, the Class A, B, C, D, E, and G certificates were sold at par; however, the Class F certificates were sold at a total discount of $622. The unamortized balance of this discount is included in mortgage loans, net on our condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning March 9, 2015 and continuing monthly thereafter.

IH2 2015-2: In April 2015, we completed our sixth securitization transaction (“IH2 2015-2”), in which 2015-2 IH2 Borrower L.P. (“S6 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S6 Borrower in the amount of $636,686. All of the components of the loan were sold at par. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning June 9, 2015 and continuing monthly thereafter.

IH2 2015-3: In June 2015, we completed our seventh securitization transaction (“IH2 2015-3”), in which 2015-3 IH2 Borrower L.P. (“S7 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S7 Borrower in the amount of $1,193,950. All of the components of the loan were sold at par. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning August 7, 2015 and continuing monthly thereafter.

IH 2017-1: In April 2017, we completed our eighth securitization transaction (“IH 2017-1”), in which 2017-1 IH Borrower L.P. (“S9 Borrower”), a special purpose entity previously formed in connection with IH1 2014-1 and wholly owned subsidiary of IH1, entered into a loan agreement with Wells Fargo Bank, National Association (the “FNMA Loan”), providing for a ten-year, fixed rate mortgage loan comprised of two components with a total principal amount of $1,000,000, secured by first priority mortgages on a portfolio of 7,204 of our homes. The Class A certificates, which benefit from Fannie Mae’s guaranty of timely payment of principal and interest, were sold at par. The Class B certificates represent a beneficial interest in the most subordinate component of the FNMA Loan and were sold at a total discount of $3,580. The unamortized balance of this discount is included in mortgage loans, net on our condensed consolidated balance sheet as of September 30, 2017. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning June 9, 2017 and continuing monthly thereafter.

Concurrent with the execution of each mortgage loan agreement, the respective ~~third-party~~third party lender sold each loan it originated ~~with us~~ to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities ~~associated with the IH1 2014-2, IH1 2014-3 and IH 2017-1 securitizations~~

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

for our currently outstanding Securitizations are wholly owned subsidiaries of IH1, the Depositor Entities associated with the IH2 2015-1, IH2 2015-2, and IH2 2015-3 securitizations are wholly owned subsidiaries of IH2, and the Depositor Entities associated with the IH1 2013-1 and IH1 2014-1 securitizations were wholly owned by unaffiliated third parties.

subsidiaries. We accounted for the ~~transfer~~transfers of the individual Securitizations from the ~~Depositor Entities~~ wholly owned ~~by IH1 and IH2~~Depositor Entities to the respective Trusts as ~~a sale~~sales under ASC ~~Topic~~ 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 ~~certificate~~ classes of certificates which mirror the components of the individual ~~loan agreements~~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 ~~using~~and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to ~~the Class B certificates~~Certificates we retained in connection with Securitizations or purchased ~~by INVH LP, and the Class G certificates purchased by IH1 and IH2.~~at a later date.

For IH1 2014-2, IH1 2014-3, IH2 2015-1, IH2 2015-2, and IH2 2015-3, the Trusts made the Class A through Class F certificates available for sale to both domestic and foreign investors. With the introduction of foreign investment, IH1 and IH2, as sponsors of the respective loans, are required to retain a portion of the risk that represents a material net economic interest in each loan. The Class G certificates for IH1 2014-2, IH1 2014-3, IH2 2015-1, IH2 2015-2, and IH2 2015-3 are equal to 5% of the original principal amount of the loans in accordance with the agreements. Per the terms of the Securitization agreements, the Class G certificates are restricted certificates and were made available exclusively to IH1 and IH2, as applicable. The Class G certificates are principal only and bear a stated annual interest rate of 0.0005%. The Class G certificates are classified as held to maturity investments and are recorded in other assets, net on the condensed consolidated balance sheets (see Note 5).

For IH 2017-1, the Trust made the Class A certificates available for sale to both domestic and foreign investors. In accordance with risk retention requirements of Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), INVH LP, as the loan sponsor, is 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. Per the terms of the agreement, the Class B certificates are restricted certificates that were made available exclusively to INVH LP. The Class B certificates pay interest and bear a stated annual interest rate of 4.17% plus applicable servicing fees. The Class B certificates are classified as held to maturity investments and are recorded in other assets, net on the condensed consolidated balance sheets (see Note 5).

The Trusts are structured as ~~pass through~~pass-through entities that receive ~~principal and~~ 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 condensed consolidated financial statements. We have evaluated our interests in ~~the Class B and G~~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 ~~Class B and G~~retained certificates do not provide us with any ability to direct ~~the~~ activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts.

~~General Terms~~

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4, we retain 5% of each class of certificates to meet the Risk Retention Rules. These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 0.76% to 1.45%.

The retained certificates, net of discount, total $157,059 and $157,173 as of March 31, 2022 and December 31, 2021, respectively, and are classified as held to maturity investments and recorded in other assets, net on the condensed consolidated balance sheets (see Note 6).

Loan Covenants

The general terms that apply to all of the mortgage loans require useach Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants ~~with which we must comply~~ include ~~our,~~each Borrower Entity’s, and certain of ~~our~~their respective affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the mortgage loan ~~agreement,~~agreements, (ii) organizational requirements of the jurisdictions in which ~~we, and certain of our affiliates,~~they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. Negative covenants ~~with which we must comply~~ include ~~our,~~each Borrower Entity’s, and certain of ~~our~~their affiliates’, compliance with limitations surrounding (i) the amount of ~~our~~each Borrower Entity’s indebtedness and the nature of ~~our~~their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, ~~and~~ (iv) the nature of ~~our~~each Borrower Entity’s business ~~activities. At September 30, 2017,~~activities, and (v) the required maintenance of specified cash reserves. As of March 31, 2022, and through the date our condensed consolidated financial statements were issued, we believe ~~we were~~each Borrower Entity is in compliance with all affirmative and negative ~~covenants.~~covenants for the mortgage loans.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

Prepayments

For the mortgage loans, prepayments of amounts owed by us are generally not permitted ~~by us~~ under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election ~~and~~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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, we made voluntary and mandatory prepayments ~~totaling $2,086,622~~of $4,835, and ~~$33,452,~~$13,022, respectively, ~~were made~~ under the terms of the mortgage loan agreements. On April 8, 2022, we made a voluntary prepayment of the then outstanding balance of IH 2018-3 which resulted in a release of the loan’s collateral and a $395,500 voluntary prepayment of IH 2018-2 (see Note 15).

~~Collateral~~

~~Collateral~~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 ~~mortgage loans includes~~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 ~~certain~~a portfolio of ~~our~~single-family rental properties ~~and~~as well as a ~~grant of a security interest in all of our personal property. The following table lists the gross carrying values~~first priority pledge of the ~~single-family residential properties, including held for sale properties, pledged as collateral for the loans as~~equity interests of ~~September 30, 2017 and December 31, 2016:~~

Number of
Homes⁽¹⁾
September 30,
2017 December 31,
2016
IH1 2013-1 —
$ —
$ 533,005
IH1 2014-1 —
—
1,124,069
IH1 2014-2 3,611
783,761
785,459
IH1 2014-3 3,906
844,455
850,056
IH2 2015-1 2,998
594,360
594,155
IH2 2015-2 3,505
744,905
744,070
IH2 2015-3 6,973
1,368,925
1,382,683
IH 2017-1 7,202
1,243,555
—
Total 28,195

$ 5,579,961

$ 6,013,497


~~(1)~~	The loans are secured by first priority mortgages on portfolios of single-family residential properties owned by S1 Borrower, S2 Borrower, S3 Borrower, S4 Borrower, S5 Borrower, S6 Borrower, S7 Borrower, and S9 Borrower. The numbers of homes noted above are as of September 30, 2017. As of December 31, 2016, a total of 30,900 homes (unaudited) were secured by the above-mentioned mortgage loans.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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.

~~Debt Maturities Schedule~~

~~Future maturities~~The following table sets forth a summary of ~~these mortgage loans~~our Secured Term Loan indebtedness as of ~~September 30, 2017 are set forth in the table below:~~March 31, 2022 and December 31, 2021:


	Maturity Date	Interest Rate(1)	March 31, 2022		December 31, 2021
Secured Term Loan	June 9, 2031	3.59%	$	403,363	$	403,363
Deferred financing costs, net			(1,996)		(2,050)
Secured Term Loan, net			$	401,367	$	401,313

Year
Principal⁽¹⁾
2017 $ 147,323
2018 3,030,306
2019 and thereafter 999,798
Total payments 4,177,427
Less discounts (3,433 )
Total mortgage loans, net $ 4,173,994

(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.

Collateral

The Secured Term Loan’s collateral pool contains 3,334 homes as of March 31, 2022 and December 31, 2021, respectively, with a gross book value of $803,444 and $801,318, respectively, and a net book value of $698,997 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, 4 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 March 31, 2022, and through the date our condensed 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 such prepayments were made during the three months ended March 31, 2022 and 2021.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Unsecured Notes

Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our existing shelf registration statement that automatically became effective upon filing with the SEC in July 2021 and expires in July 2024 or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness, including the Securitizations; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears.

The following table sets forth a summary of our Unsecured Notes as of March 31, 2022 and December 31, 2021:


	Interest Rate(1)	March 31, 2022		December 31, 2021
Total Unsecured Notes, net(2)	2.00% — 3.18%	$	1,938,706	$	1,938,425
Deferred financing costs, net		(15,990)		(16,451)
Total		$	1,922,716	$	1,921,974


~~(1)~~			~~Each of the mortgage loans, except IH 2017-1, are subject to three one-year extension options at the borrower's discretion (upon approval from the lender), of which the~~ ~~IH1 2014-3, IH2 2015-1, IH2 2015-2, and IH2 2015-3 mortgage loans have exercised the first extension options, and IH1 2014-2 has exercised the second option.~~

~~New Credit Facility~~ (1)Represents the range of contractual rates in place as of March 31, 2022.

(2)Net of unamortized discount of $11,294 and $11,575 as of March 31, 2022 and December 31, 2021. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes.

Current Year Activity

On ~~February 6, 2017,~~March 25, 2022, we priced a public offering of $600,000 aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes (see Note 15).

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 more than one month prior to the maturity date. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding. If any of the Unsecured Notes issued publicly under our registration statement are redeemed on or after a specified date that is either two or three months prior to the maturity date, the redemption price will not include a make-whole premium.

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 March 31, 2022, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Unsecured Notes.

Term Loan Facility and Revolving Facility

On December 8, 2020, we entered into ~~a loan agreement~~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 ~~“New Credit~~“Credit Facility”). The ~~New~~ Credit Facility provides ~~$2,500,000~~$3,500,000 of borrowing capacity and consists of a $1,000,000 revolving facility (the “Revolving Facility”)~~, which will mature on February 6, 2021, with a one-year extension option,~~ and a ~~$1,500,000~~$2,500,000 term loan facility (the “Term Loan Facility”), both of which ~~will~~ mature on ~~February 6, 2022.~~January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity ~~available~~ for letters of ~~credit and for short-term borrowings referred to as swing line borrowings, in each case subject to certain sublimits.~~credit. The ~~New~~ 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 Term Loan Facility ~~by an~~such that the aggregate amount ~~of up to $1,500,000)~~does not exceed $4,000,000 at any time), subject to certain limitations. ~~Proceeds from the Term Loan Facility were used to repay existing indebtedness and for general corporate purposes.~~

The following table sets forth a summary of the outstanding principal amounts under ~~such loans~~the Credit Facility as of ~~September 30, 2017:~~March 31, 2022 and December 31, 2021, respectively:

Maturity Date
Interest Rate⁽¹⁾
September 30,
2017
Term loan facility February 6, 2022 3.03% $ 1,500,000
Revolving facility February 6, 2021 N/A —
Total 1,500,000
Less deferred financing costs, net (12,749 )
Total $ 1,487,251


	Maturity Date	Interest Rate(1)	March 31, 2022		December 31, 2021
Term Loan Facility(2)	January 31, 2025	1.45%	$	2,500,000	$	2,500,000
Deferred financing costs, net			(20,065)		(21,878)
Term Loan Facility, net			$	2,479,935	$	2,478,122

Revolving Facility(2)	January 31, 2025	1.34%	$	—	$	—


~~(1)~~	~~Interest rate for the Term Loan Facility is based on LIBOR plus an applicable margin of 1.80%; as of September 30, 2017, LIBOR was 1.23%.~~

(1)Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of March 31, 2022, the applicable margins were 1.00% and 0.89%,respectively, and LIBOR was 0.45%.

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

Interest Rate and Fees

Borrowings under the ~~New~~ 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)~~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~~one month interest period plus 1.00%. ~~The margin is based~~After obtaining the requisite rating on ~~a total leverage based grid. The margin for the Revolving Facility ranges from 0.75% to 1.30%,~~our non-credit enhanced, senior unsecured long term debt as defined in the ~~case of base rate loans, and 1.75%~~Credit Facility agreement (the “Investment Grade Rating”), we elected to ~~2.30%, in the case of LIBOR rate loans. The margin for the Term Loan Facility ranges from 0.70%~~convert to ~~1.30%, in the case of base rate loans, and 1.70% to~~

a credit rating based pricing grid (the “Pricing Grid Conversion”)

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

~~2.30%, in~~effective April 22, 2021. The margins for the ~~case of LIBOR rate loans. In addition,~~Term Loan Facility and Revolving Facility under the New Credit Facility provides that, upon receiving an investment grade rating on its non-credit enhanced, senior unsecured long term debt of BBB- or better from Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or Baa3 or better from Moody’s Investors Service, Inc. (an “Investment Grade Rating Event”), we may elect to convert to a credit rating based pricing ~~grid.~~grid are as follows:


	Base Rate Loans				LIBOR Rate Loans
Term Loan Facility	0.00	%	—	0.65%	0.80%	—	1.65%
Revolving Facility	0.00	%	—	0.45%	0.75%	—	1.45%

Prior to the Pricing Grid Conversion, the margins were based on a total leverage based grid. The margins for the Term Loan Facility and Revolving Facility under the total leverage based grid were as follows:


	Base Rate Loans			LIBOR Rate Loans
Term Loan Facility	0.45%	—	1.15%	1.45%	—	2.15%
Revolving Facility	0.50%	—	1.15%	1.50%	—	2.15%

0The Credit Facility also includes a sustainability component whereby the Revolving Facility pricing can improve upon the Company’s achievement of certain sustainability ratings, determined via an independent third party evaluation.

In addition to paying interest on outstanding principal under the ~~New~~ 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 ~~is based on the daily unused amount of~~was either 0.30% or 0.20% per annum for the Revolving Facility and is either 0.350% or 0.200% per annum based on the unused facility amount. Upon converting to a credit rating pricing based grid, the unused facility fee will no longer apply; and we will be required to pay a facility fee ranging from 0.125% to 0.300%. We are also required to pay customary letter of credit fees.Facility.

Prepayments and Amortization

No ~~prepayment or amortization is~~principal reductions are required under the ~~New~~ Credit Facility. We are permitted to voluntarily repay amounts outstanding under the 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. Once repaid, no further borrowings will be permitted under the Term Loan Facility.

~~General Terms~~Loan Covenants

The ~~New~~ Credit Facility contains 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 the Subsidiary Guarantors (as defined below) and their respective subsidiaries to (i) engage in certain mergers, consolidations or liquidations, (ii) sell, lease or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to ~~the~~ our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) ~~incur additional indebtedness that is secured on a pari passu basis with the New Credit Facility.~~enter into certain burdensome agreements.

The ~~New~~ Credit Facility also requires us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, and (v) minimum ~~unencumbered fixed charge~~unsecured interest coverage ~~ratio and (vi) minimum tangible net worth.~~ratio. Prior to obtaining an Investment Grade Rating, we were also required to maintain a maximum secured recourse leverage ratio. If an event of default occurs, the lenders under the ~~New~~ Credit Facility are entitled to take various actions, including the acceleration of amounts due under the ~~New~~ Credit ~~Facility and all actions permitted to be taken by a secured creditor. At September 30, 2017,~~Facility. As of March 31, 2022, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative ~~covenants.~~covenants for the Credit Facility.

Guarantees and Security

~~The~~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 ~~New~~ Credit Facility ~~are~~were guaranteed on a joint and several basis by each ~~of our direct and indirect domestic wholly owned subsidiaries that own, directly or indirectly, unencumbered assets (the “Subsidiary Guarantors”),~~Subsidiary Guarantor, subject to certain exceptions. The guarantee provided by any Subsidiary Guarantor will be automatically released upon the occurrence of certain events, including if it no longer has a direct or indirect interest in an unencumbered asset or as a result of certain non-recourse refinancing transactions pursuant to which such Subsidiary Guarantor becomes contractually prohibited from providing its guaranty of the New Credit Facility. In addition, INVH may be required to provide a guarantee of the New Credit Facility under certain circumstances, including if INVH does not maintain its qualification as a REIT.

The New Credit Facility is collateralized by first priority or equivalent security interests in all the capital stock of, or other equity interests in any Subsidiary Guarantor, held by us and each of the Subsidiary Guarantors. The security interests granted under the New Credit Facility will be automatically released upon the occurrence of certain events, including upon an Investment Grade Rating Event or if the total net leverage ratio is less than or equal to 8.00:1.00 for four consecutive fiscal quarters.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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.

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. 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.

Debt Maturities Schedule

~~Future maturities of the New Credit Facility as of September 30, 2017 are set forth in the table below:~~

Year Principal
2022 $ 1,500,000

~~Credit Facilities~~

~~All of the then-existing credit facilities were paid in full on February 6, 2017 in connection with the closing of our IPO.~~ The following table ~~sets forth a summary~~summarizes the contractual maturities of ~~the outstanding principal amounts of these credit facilities~~our debt as of ~~September 30, 2017 and December~~March 31, ~~2016:~~2022:

Outstanding Principal Balance⁽¹⁾
Origination
Date Range of Spreads September 30,
2017 December 31,
2016
IH1 2015 April 3, 2015 325 bps $ —
$ 85,492
IH2 2015 September 29, 2015 275 bps —
43,859
IH3 2013 December 19, 2013 300-425 bps —
932,583
IH4 2014 May 5, 2014 300-425 bps —
529,866
IH5 2014 December 5, 2014 275-400 bps —
564,348
IH6 2016 April 13, 2016 250-375 bps —
165,437
Total —

2,321,585
Less deferred financing costs, net —
(6,044 )
Total $ —
$ 2,315,541


Year	Mortgage Loans(1)(2)(3)		Secured Term Loan		Unsecured Notes(4)		Term Loan Facility(5)		Revolving Facility(5)		Total
2022	$	832,984	$	—	$	—	$	—	$	—	$	832,984
2023	1,234,593		—		—		—		—		1,234,593
2024	—		—		—		—		—		—
2025	—		—		—		2,500,000		—		2,500,000
2026	—		—		—		—		—		—
Thereafter	995,145		403,363		1,950,000		—		—		3,348,508
Total	3,062,722		403,363		1,950,000		2,500,000		—		7,916,085
Less: deferred financing costs, net	(9,283)		(1,996)		(15,990)		(20,065)		—		(47,334)

Less: unamortized debt discount	(1,849)		—		(11,294)		—		—		(13,143)
Total	$	3,051,590	$	401,367	$	1,922,716	$	2,479,935	$	—	$	7,855,608


~~(1)~~	~~Outstanding Principal Balance does not include capitalized deferred financing costs, net.~~

(1)The maturity dates of the obligations are reflective of all extensions that have been exercised as of March 31, 2022. If fully extended, we would have no mortgage loans maturing before 2025. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe.

(2)On April 8, 2022, we made a voluntary prepayment of the then-outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of $1,306,835 as of March 31, 2022, and a $395,500 voluntary prepayment on IH 2018-2 (see Note 7—15).

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

(4)On March 25, 2022, we priced a public offering of $600,000 aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes. (see Note 15).

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

Note 8—Derivative Instruments

From time to time, we enter into ~~Hedging Derivatives~~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 ~~for which~~that we have elected to designate ~~them~~ as hedges. ~~Non-Designated Hedges~~Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we ~~have~~did not ~~elected~~elect to designate ~~them~~ as hedges.

~~Designated Hedges~~

We have entered into various interest rate swap agreements, as outlined in the table below. Certain of the Invitation Homes Partnerships and certain Borrower Entities guaranteed the obligations under each of the interest rate swaps from the date the swaps were entered into through the date of the IPO. Each of these swaps was accounted for as a non-designated hedge until January 31, 2017, when the criteria for hedge accounting were met as a result of the Pre-IPO Transactions described in Note 1. At that time, we designated these swaps for hedge accounting purposes; and the effective portion of changes in the fair value of these swaps is recorded in other comprehensive income subsequent to that date.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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. Currently, each of our swap agreements is indexed to one month LIBOR and is designated for hedge accounting purposes. One month LIBOR is set to expire after June 30, 2023, and we will work with the counterparties to our swap agreements to adjust each floating rate to a comparable or successor rate. Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.

The table below summarizes our interest rate swap instruments as of ~~September 30, 2017:~~March 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

Agreement Date Forward
Effective Date Maturity Date Strike Rate Index Notional Amount
December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR $ 750,000
December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR 750,000
January 12, 2017 February 28, 2017 August 7, 2020 1.59% One-month LIBOR 1,100,000
January 13, 2017 February 28, 2017 June 9, 2020 1.63% One-month LIBOR 595,000
January 20, 2017 February 28, 2017 March 9, 2020 1.60% One-month LIBOR 325,000

During the three months ended March 31, 2022 and 2021, such derivatives were used to hedge the variable cash flows associated with existing variable-rate interest payments. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Changes in fair value related to the ineffective portion of our Designated Hedges resulted in an unrealized gain of $201 for the nine months ended September 30, 2017, which is included in interest expense in our condensed consolidated statements of operations.

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 ~~twelve~~12 months, we estimate that ~~an additional $8,094~~$52,632 will be reclassified to earnings as an increase toin interest expense. ~~There were no interest rate swap agreements outstanding during the nine months ended September 30, 2016.~~

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 and strike prices ranging from approximately 2.59%~~third party lenders. Currently, each of our cap agreements is indexed to ~~3.39% (collectively,~~one month LIBOR, which is set to expire on June 30, 2023. We will work with the ~~“Strike Prices”).~~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 ~~of the~~ 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 ~~Strike Prices~~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 ~~counterparty~~counterparties and all other rights, have been pledged as additional collateral for the mortgage loans.

~~Changes~~ Additionally, in ~~fair value related~~certain instances, in order to ~~Non-Designated Hedges resulted in unrealized losses~~minimize the cash impact of $3,992 for the nine months ended September 30, 2017, which are included in interest expense in our condensed consolidated statements of operations. Of the unrealized losses, $3,674 related to changes in value onpurchasing required interest rate ~~swaps prior to their designation on January 31, 2017, and $318 related to the non-designated~~caps, we simultaneously sell interest rate ~~caps.~~

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 6.87% to 8.07%.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

~~Tabular Disclosure of~~ Fair Values of Derivative Instruments on the Condensed ConsolidatedBalance Sheets

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016:~~2021:


	Asset Derivatives					Liability Derivatives
		Fair Value as of					Fair Value as of
	Balance Sheet Location	March 31, 2022		December 31, 2021		Balance Sheet Location	March 31, 2022		December 31, 2021
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	—	$	—	Other liabilities	$	52,990	$	271,156

Derivatives not designated as hedging instruments:
Interest rate caps	Other assets	56		6		Other liabilities	—		—
Total		$	56	$	6		$	52,990	$	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 March 31, 2022 and December 31, 2021:


	March 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	$	56	$	—	$	56	$	—	$	—	$	56
Offsetting liabilities:
Derivatives	$	52,990	$	—	$	52,990	$	—	$	—	$	52,990


	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

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Asset Derivatives Liability Derivatives
Fair Value at: Fair Value at:
Balance
Sheet Location September 30,
2017 December 31,
2016 Balance
Sheet Location September 30,
2017 December 31,
2016
Derivatives designated as
hedging instruments:
Interest rate swaps Other
assets $ 5,529
$ —
Other
liabilities $ 8,068
$ —
Derivatives not designated as
hedging instruments:
Interest rate swaps Other
assets —
—
Other
liabilities —
8,683
Interest rate caps Other
assets —
29
Other
liabilities —
—
Total $ 5,529
$ 29
$ 8,068
$ 8,683

~~Tabular Disclosure of the~~ Effect of Derivative Instruments on the Condensed Consolidated Statements of Comprehensive Income (Loss) and the Condensed Consolidated Statements of Operations

The tables below present the effect of our derivative financial instruments onin the condensed consolidated statements of comprehensive income (loss) and the condensed consolidated statements of operations for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016:~~2021:


	Amount of Gain 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 Condensed Consolidated Statements of Operations

	For the Three Months Ended March 31,						For the Three Months Ended March 31,				For the Three Months Ended March 31,
	2022		2021				2022		2021		2022		2021
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	176,065	$	80,059		Interest expense	$	(31,228)	$	(37,643)	$	74,389	$	83,406

Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion) Location of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amounts Excluded from Effectiveness Testing)
For the Three
Months Ended
September 30, For the Three
Months Ended
September 30, For the Three
Months Ended
September 30,
2017 2016 2017 2016 2017 2016
Derivatives in cash flow hedging relationships:
Interest rate swaps $ (598 ) $ —
Interest
expense $ (4,193 ) $ —
Interest
expense $ 163
$ —

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

Location of
Gain (Loss)
Recognized in
Net Loss
on Derivative Amount of Gain (Loss) Recognized in Net Loss on Derivative
For the Three Months Ended
September 30,
2017 2016
Derivatives not designated as hedging instruments:
Interest rate swaps Interest
expense $ —
$ —
Interest rate caps Interest
expense (190 ) —
Total $ (190 ) $ —

~~The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016:~~

Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion) Location of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amounts Excluded from Effectiveness Testing)
For the Nine
Months Ended
September 30, For the Nine
Months Ended
September 30, For the Nine
Months Ended
September 30,
2017 2016 2017 2016 2017 2016
Derivatives in cash flow hedging relationships:
Interest rate swaps $ (4,796 ) $ —
Interest
expense $ (12,963 ) $ —
Interest
expense $ 201
$ —

Location of
Gain (Loss)
Recognized in
Net Loss
on Derivative Amount of Gain (Loss) Recognized in Net Loss on Derivative
For the Nine Months Ended
September 30,
2017 2016
Derivatives not designated as hedging instruments:
Interest rate swaps Interest
expense $ (3,674 ) $ —
Interest rate caps Interest
expense (318 ) —
Total $ (3,992 ) $ —

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~


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

		For the Three Months Ended March 31,
		2022		2021
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense	$	(20)	$	31

Credit-Risk-Related Contingent Features

~~We have~~The agreements with our derivative counterparties ~~for~~which govern our interest rate swap agreements ~~that~~ 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 ~~September 30, 2017,~~March 31, 2022, the fair value of ~~interest rate swap~~certain derivatives in a net liability position ~~which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements~~ was ~~$8,595. As of September 30, 2017, we have not posted any collateral related to these agreements.~~$52,990. If we ~~have~~had breached any of these provisions at ~~September 30, 2017,~~March 31, 2022, we could have been required to settle ~~its~~the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of ~~$8,595.~~$57,373.

Note ~~8—Equity~~

~~Shareholders’~~9—Stockholders' Equity

As of March 31, 2022, we have issued 609,844,461 shares of common stock. In ~~connection with~~addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our ~~IPO,~~common stock on a 1-for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our condensed consolidated balance sheets and statements of equity. As of March 31, 2022, 2,538,285 outstanding OP Units are redeemable.

During the three months ended March 31, 2022 and 2021, we issued ~~310,376,634~~8,799,023 and 532,768 and shares of common stock, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 ~~public~~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 ~~Pre-IPO Owners~~number of shares of our common stock underlying the particular forward transaction. During the three months ended March 31, 2022, we sold 2,078,773 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $83,959 after giving effect to Agent commissions and ~~3,290,126 RSUs~~other costs totaling $1,313. Subsequent to March 31, 2022, we issued 360,154 shares of our common stock generating net proceeds of $14,508 in settlement of transactions in place as of March 31, 2022 (see Note ~~10), and our IPO raised $1,692,058,~~15). As of March 31, 2022, $1,150,000, net of ~~underwriting discount,~~amounts settled subsequent to that date, 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”). We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program, and ~~before IPO costs of $5,726. During the nine months ended September 30, 2017,~~ we ~~issued 977,656~~did not sell any shares of common stock ~~in net settlement of 1,446,351 fully vested RSUs.~~under the 2019 ATM Equity Program during the three months ended March 31, 2021.

Dividends

To qualify as a REIT, we are required to distribute annually to our ~~shareholders~~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 ~~shareholders, which~~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.

The following table summarizes our dividends declared from January 1, ~~2017~~2021 through ~~the nine months ended September 30, 2017:~~March 31, 2022:

Record Date

Amount

per Share

Pay Date

Total Amount Declared

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

Record Date
Amount per
Share⁽¹⁾
Pay Date Total Amount
Paid
Q2-2017 5/15/2017 $ 0.06
5/31/2017 $ 18,800
Q3-2017 8/15/2017 0.08
8/31/2017 25,200


~~(1)~~	~~Amounts are displayed in actual dollars and are paid on a per share basis.~~

On ~~October 13, 2017, we~~April 20, 2022, our board of directors declared ~~an $0.08~~a dividend of $0.22 per share to stockholders of record on ~~October 24, 2017,~~May 10, 2022, which ~~was paid~~is payable on ~~November 7, 2017.~~

~~Combined Equity~~

Prior to the IPO, our business was conducted through the Invitation Homes Partnerships which did not have a common capital structure. As described in Note 1, IH1, IH3, IH4, IH5, and IH6 are partnerships. These entities each had limited partners and a general partner (the “Class A Partners”), along with a board of directors designated in the respective limited partnership agreements. IH2 was a Delaware corporation and had issued 1,000 shares of common stock and 113 shares of Series A Preferred Stock. IH2 had a board of directors elected by the common shareholders. The same board of directors was responsible for directing the significant activities of the Invitation Homes Partnerships and INVH LP on a combined basis.

The IH2 Series A Preferred Stock ranked, in respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation or dissolution, senior to the IH2 common stock. Holders of such IH2 Series A Preferred Stock shares were entitled to receive cumulative cash dividends at the rate of 12.0% per annum of the total of a liquidation preference. On January 31, 2017, in connection with the Pre-IPO Transactions, the Series A Preferred Stock was redeemed for $1,153, inclusive of the redemption premium and accrued and unpaid dividends to that date. No dividends were declared or paid with respect to the Series A Preferred Stock during the nine months ended September 30, 2016. As of

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

~~December 31, 2016, there were no dividend amounts declared and outstanding related to the 12.0% per annum dividend requirements of the Series A Preferred Stock.~~

Profits and losses, and cash distributions were allocated in accordance with the terms of the respective entity’s organizational documents. We made no distributions to our equity investors, and we received $138,002 of contributions during the nine months ended September 30, 2016.

As further described in Note 10, we granted certain individuals incentive compensation units in IH1, IH2, IH3, IH4, IH5, and IH6, which consisted of Class B units that were accounted for as a substantive class of equity due to the terms of the agreements and rights of the holders. We previously made distributions to certain Class B unitholders in the form of non-recourse cash advances totaling $11,023. Any amounts distributed to the holders of the Class B units whose Class B units were converted in connection with the Pre-IPO TransactionsMay 27, 2022 (see Note 10), reduced the number of converted shares common stock received by amounts previously paid to such Class B unitholders as advance distributions. As a result of the Pre-IPO Transactions, there are no longer any Class B Units outstanding.15).

We previously executed notes receivables with certain Class B unitholders (the “Class B Notes”) and funded $20,228 pursuant to those note agreements, of which $1,527, including accrued interest had been repaid as of December 31, 2016. On January 5, 2017, $7,723 of Class B Notes, including accrued interest, were canceled, and the transaction was accounted for as a distribution to the underlying unitholder. As part of the Pre-IPO Transactions, IH1 assigned $11,963, including accrued interest, of Class B Notes to a wholly owned subsidiary of the Pre-IPO Owners that was formed in connection with the reorganization described in Note 1, and the transaction was accounted for as a distribution. The Class B Notes were secured by certain of the Class B units of the makers of the Class B Notes and were otherwise non-recourse to the makers. The Class B Notes matured at the earlier of a liquidation event or defined dates in 2024 and bore interest of 1.57% to 1.97% per annum. As such, the Class B Notes were recorded as a component of combined equity on our condensed consolidated balance sheet as of December 31, 2016.

~~Note 9—Related Party Transactions~~

Through December 31, 2014, certain related parties provided us with consulting services for which we recorded payables. We also made offsetting income tax payments related to distributions on behalf of these related parties. During the year ended December 31, 2016, we repaid the $1,959 outstanding as of December 31, 2015.

Note 10—Share-Based Compensation

We have share-based compensation programs for the purpose of retaining certain key employees. Prior to the IPO, the program consisted of incentive compensation units, the Class B Units, granted in the form of profits interests in the Invitation Homes Partnerships. In connection with and subsequent to the IPO, we granted awards in the form of RSUs that settle in shares of common stock of INVH and RSAs that are restricted shares of common stock of INVH.

~~Profits Interests — Class B Units~~

Prior to the IPO, the Invitation Homes Partnerships granted incentive compensation units to certain key employees, which were profits interests for United States federal income tax purposes. The Class B Units were accounted for as a substantive class of equity and contained both service based and performance based vesting criteria. Recognition of compensation expense was recorded based on whether or not the award recipient was an employee of the Manager, a wholly owned subsidiary of IH1, resulting in some awards being recognized based on grant-date fair value and others being remeasured at each reporting period until the actual vesting date as required for non-employee awards. Prior to the IPO, none of the performance based vesting criteria had been achieved, and as such through the date of the IPO, no compensation expense had been recorded for performance based Class B Units. However, the IPO triggered achievement of the performance based criteria and effectively converted all such awards into service based awards.

~~2017 New Class B Unit Awards~~: Pursuant to an amended and restated partnership agreement, on January 5, 2017, IH6 issued certain individuals a total of 9,650 Class B Units that were expected to vest based on terms and conditions similar to all other Class B Units. In January 2017, an additional 188 Class B Units in total were issued from IH1, IH2, and IH3.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

~~2017 Class B Unit Conversion~~: The Pre-IPO Transactions described in Note 1 resulted in accelerated vesting of 7,520 Class B Units held by certain unitholders which resulted in additional share-based compensation expense of $11,601 as of the date of the IPO. On January 31, 2017, in connection with the IPO, all of the Class B Units held by current employees of the Manager (except for 3,878 fully vested Class B Units awarded to a certain unitholder) were either converted into shares of INVH common stock or canceled based on the value of the Class B Units implied by the per share price of common stock sold to the public in the IPO. As such, a total of 730 Class B Units were converted into 62,529 RSAs, and 17,669 Class B Units were canceled for no consideration. For the Class B Units converted into RSAs, vesting and other terms of the RSAs delivered in the conversion have the same vesting and other terms applicable to the corresponding Class B Units converted.

Additionally, the obligations under the remaining 40,992 fully vested Class B Units, including those of the unitholders who are not current employees of the Manager and the one employee unitholder noted above that did not convert, were converted into similar units of newly formed subsidiaries of the Pre-IPO Owners. All Class B Units held by former employees of the Manager are fully vested.

~~The following table summarizes the activity related to the Class B Units for the period from December 31, 2016 through January 31, 2017, the date at which they were all canceled or converted:~~

Class B Units

Employee Non-employee Total Class B Units
Number of Units Weighted Average Fair Value Number of Units Weighted Average Fair Value Number of Units Weighted Average Fair Value
Balance, December 31, 2016 9,915
$ 4.2
39,638
$ 2.5
49,553
$ 2.9
Granted 85
14.0
9,753
—
9,838
0.1
Converted to RSAs (245 ) (3.4 ) (485 ) (0.8 ) (730 ) (1.7 )
Canceled (555 ) (8.2 ) (17,114 ) (0.4 ) (17,669 ) (0.6 )
Converted to Units of affiliated entities (9,200 ) (4.0 ) (31,792 ) (2.9 ) (40,992 ) (3.2 )
Balance, January 31, 2017 —
$ —
—
$ —
—
$ —

~~As of January 31, 2017, no Class B Units were outstanding.~~

~~RSAs and RSUs Issued by INVH~~

~~RSAs:~~ In connection with the conversion of the Class B Units in January 2017, we issued 62,529 RSAs, of which 55,211 were fully vested as of September 30, 2017, and the remaining 7,318 non-vested RSAs will vest in accordance with the original terms of the Class B Unit award agreements. The conversion of the Class B Units into RSAs resulted in a modification of the awards of which some were previously accounted for as non-employee awards. The modification resulted in the reversal of $246 of previously recognized incentive compensation expense with respect to these non-employee awards during the nine months ended September 30, 2017.

~~RSUs:~~ ~~Prior to the completion of the IPO, our~~Our board of directors adopted, and our ~~shareholders~~stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key ~~personnel~~associates and to provide a means whereby our directors, officers, ~~employees,~~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 ~~aligning~~to align their interests with those of our ~~shareholders.~~stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares ~~and as~~ of ~~September 30, 2017, we have awarded 4,480,982 shares under the Omnibus Incentive Plan pursuant to our annual Long Term Incentive Plan~~common stock.

Our share-based awards consist of restricted stock units (“~~LTIP”~~RSUs”) ~~awards, Supplemental Bonus Plan, the IH6 Bonus Awards, and certain non-employee director awards.~~

~~Annual LTIP Awards:~~ ~~During the nine months ended September 30, 2017, we granted 874,410 RSUs pursuant to LTIP awards (the “LTIP Awards”) each of~~, which is divided into three tranches (“Tranche 1,” “Tranche 2,” and “Tranche 3”). Within each tranche, 25% of the LTIP Award contains time-vesting conditions, approximately 25% of the award contains amay be time vesting, performance based vesting, or market based vesting, ~~condition~~and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for EPS purposes, and performance and market based RSUs (“PRSUs”) and Outperformance Awards are not. For detailed discussion of RSUs and PRSUs issued prior to January 1, 2022, refer to our Annual Report on ~~absolute total shareholder return, and approximately~~

Form 10-K for the year ended December 31, 2021.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Share-Based Awards

~~50% of~~The following summarizes our share-based award activity during the three months ended March 31, 2022.

Annual Long Term Incentive Plan (“LTIP”):

•Annual LTIP Awards Granted: During the three months ended March 31, 2022, we granted 634,058 RSUs, pursuant to LTIP awards. Each award ~~contains~~includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, ~~based on compounded annual growth in our same store net operating income and adjusted funds from operations.~~

~~The time-vesting awards vest in installments based on anniversary dates~~each of ~~March 1, 2017~~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 ~~as follows: Tranche 1 on the first anniversary; Tranche 2 in two equal installments on each~~ of ~~the first and second anniversaries; and Tranche 3 in four equal installments on each of the first four anniversaries. The time-vesting~~March 1st. LTIP ~~awards are participating securities for EPS purposes.~~

~~The market and performance based awards~~PRSUs may be earned based on the achievement of certain measures over ~~an approximate one-, two-, or three-year~~a three year performance ~~period, which performance periods correspond, respectively, to the Tranche 1, Tranche 2, and Tranche 3 LTIP Awards.~~period. The number of ~~RSUs~~PRSUs earned will be determined based on performance achieved during the ~~specified~~ performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the ~~market and performance based RSUs~~LTIP PRSUs are earned ~~on the date~~ after the end of the performance period on the date on which the performance results are certified ~~(the “Certification Date”)~~ by our compensation and management development committee (the “Compensation Committee”). The Tranche 1 and Tranche 2 market and performance based RSUs will vest on the Certification Date subject to continued employment through such date. The Tranche 3 market and performance based RSUs will vest in two equal installments, on the related Certification Date and December 31, 2020, subject to continued employment through such vesting dates. The market and performance based LTIP RSUs are not participating securities for EPS purposes.

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 three months ended March 31, 2022, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 285,601 shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below.

Other Awards:

•Retention Awards: During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, we ~~issued 307,327~~granted 106,975 time-vesting RSUs which will fully vest on March 1, 2025, subject to continued employment through the vesting date.

Outperformance Awards (see Note 15)

On May 1, 2019, the Compensation Committee approved equity based awards in the form of ~~retention awards~~PRSUs and OP Units (the ~~“Retention~~“2019 Outperformance Awards”). The 2019 Outperformance Awards included rigorous 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 ~~which is a time-vesting award with service periods ranging from three to five years. The Retention~~earned 2019 Outperformance Awards ~~are participating securities for EPS purposes.~~

~~Supplemental Bonus Plan:~~ ~~In October 2016, we established a supplemental bonus plan for certain key executives and employees (the “Supplemental Bonus Plan”). Pursuant to~~was then determined based on the ~~Supplemental Bonus plan,~~earned dollar value of the awards ~~became payable~~(at maximum) and the ~~payment amount became determinable upon~~stock price at the ~~completion of the IPO. The $59,776 of~~performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards ~~were converted into 2,988,120 time-vesting RSUs that will generally vest in three equal annual installments, commencing~~vested 50% on the ~~completion~~certification date in April 2022, and 25% will vest on each of ~~the INVH IPO and on~~ the first and second anniversaries ~~thereafter.~~of March 31, 2022, subject to continued employment. The ~~Supplemental Bonus Plan~~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 ~~participating securities~~achieved for ~~EPS purposes.~~

~~IH6 Bonus Awards:~~ ~~In addition~~the full performance period. The final award achievement will be equal to the ~~Class B Units granted by IH6 to certain individuals, these individuals were also granted bonus awards (the “IH6 Bonus Awards”) equal to $0.5 multiplied by~~greater of the ~~9,650 IH6 Class B Units granted, entitling~~payouts determined based on the ~~recipients to receive bonus payments in connection with an IPO or exit event.~~Interim Measurement Date and performance through March 31, 2025. Upon completion of the ~~INVH IPO,~~performance period, the ~~IH6 Bonus~~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 ~~became payable to~~will be determined based on the ~~recipients~~earned dollar value of the awards and ~~were converted into~~ the ~~right to receive shares of common stock. The $4,825 of awards were settled in~~stock price at the ~~form of 241,250 RSUs that were fully vested upon issuance. The IH6 Bonus Awards are participating securities for EPS purposes.~~

~~Director Awards:~~ ~~INVH issued $1,398 of awards, or 69,875 RSUs, to directors who are not our employees or employees of BREP VII. These~~performance certification date. Earned awards will ~~fully~~ vest 50% on the certification date ~~scheduled for INVH’s 2018 annual shareholders meeting,~~and 50% on March 31, 2026, subject to ~~the director’s continued service on the board of directors through such date. The Director Awards are participating securities for EPS purposes.~~

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

continued employment. On April 1, 2022, we issued 2022 Outperformance Awards with an approximate aggregate $20,700 grant-date fair value as determined based on Monte-Carlo option pricing models which estimate the probability of achievement of the TSR thresholds. The grant-date fair value will be amortized ratably over each vesting period.

Summary of Total Share-Based Awards

The following ~~tables summarize the status of~~table summarizes activity related to non-vested time-vesting RSUs and ~~RSAs as of September 30, 2017 and changes~~PRSUs, other than Outperformance Awards, during the ~~period from January~~three months ended March 31, ~~2017 through September 30, 2017:~~2022:

RSUs RSAs Total Share-Based Awards
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, January 1, 2017 —
$ —
—
$ —
—
$ —
Granted 4,480,982
20.53
62,529
15.50
4,543,511
20.46
Vested⁽¹⁾
(1,446,351 ) (20.00 ) (55,211 ) (15.69 ) (1,501,562 ) (19.84 )
Forfeited (100,345 ) (20.08 ) —
—
(100,345 ) (20.08 )
Balance, September 30, 2017 2,934,286
$ 20.81
7,318
$ 14.05
2,941,604
$ 20.79


	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, 2021	397,085	$	29.05	1,097,537	$	28.38	1,494,622	$	28.56
Granted	300,510	37.45		726,124	31.45		1,026,634	33.20
Vested(2)	(171,844)	(27.38)		(602,994)	(24.67)		(774,838)	(25.27)
Forfeited / canceled	(143)	(29.32)		(404)	(27.08)		(547)	(27.67)
Balance, March 31, 2022	525,608	$	34.40	1,220,263	$	32.04	1,745,871	$	32.75


~~(1)~~	~~All vested RSAs and RSUs are included in basic EPS for the period during which they are outstanding.~~

(1)Total share-based awards excludes Outperformance Awards.

~~During~~(2)All vested share-based awards are included in basic EPS for the ~~period from January 31, 2017 through September 30, 2017, 55,211 RSAs and 1,446,351 RSUs with an~~periods after each award’s vesting date. The estimated fair value of ~~$29,851~~share-based awards that fully ~~vested. As~~vested during the three months ended March 31, 2022 was $19,509. During the three months ended March 31, 2022, 282 RSUs were accelerated pursuant to the terms and conditions of ~~September 30, 2017, 649,136 RSUs included performance~~the Omnibus Incentive Plan and ~~market based criteria.~~ related award agreements.

Grant-Date Fair Values

The grant-date fair ~~value~~values of the ~~RSAs,~~ time-vesting RSUs and ~~RSUs~~PRSUs with performance condition vesting criteria isare generally based on the closing price of our common stock on the grant date. However, ~~for the awards granted in connection with the IPO, the grant-date fair value is the opening offering price per common share, and~~ the grant-date fair values for ~~RSUs~~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 atfor such awards granted during the ~~grant date:~~

three months ended March 31, 2022:

Three Months Ended March 31, 2022

~~June 23, 2017~~

Expected volatility⁽¹⁾

~~25%~~28.9% — 33.6%

Risk-free rate

~~1.40%~~1.72%

Expected holding period (years)

~~0.52-2.52~~2.84


~~(1)~~	~~Expected volatility is estimated based on the leverage adjusted historical volatility of certain of our peer companies over a historical term commensurate with the remaining expected holding period.~~

(1)Expected volatility was estimated based on the historical volatility of INVH’s realized returns and the applicable index.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

Summary of Total Share-Based Compensation Expense

During the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, we recognized ~~$12,004 and $4,711 respectively, of~~ share-based compensation expense ~~comprised of the following:~~as follows:


	For the Three Months Ended March 31,

	2022		2021
General and administrative	$	5,220	$	4,640
Property management expense	1,426		1,174
Total	$	6,646	$	5,814

Share-Based Compensation Expense for the Three Months Ended September 30,
2017 2016
General and Administrative Property Management Expense General and Administrative Property Management Expense
Class B Units $ —
$ —
$ 4,665
$ 46
RSUs 9,307
2,691
—
—
RSAs 2
4
—
—
Total $ 9,309
$ 2,695
$ 4,665
$ 46

~~During the nine months ended September 30, 2017 and 2016, we recognized $64,464 and $13,023 respectively, of share-based compensation expense, comprised of the following:~~INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation Expense for the Nine Months Ended September 30,
2017 2016
General and Administrative Property Management Expense General and Administrative Property Management Expense Unrecognized Expense at
September 30, 2017
Class B Units $ 11,998
$ 3
$ 12,724
$ 299
$ —
RSUs 44,646
8,047
—
—
40,591
RSAs (184 ) (46 ) —
—
14
Total $ 56,460
$ 8,004
$ 12,724
$ 299
$ 40,605
(dollar amounts in thousands)

(unaudited)

As of ~~September 30, 2017,~~March 31, 2022, there ~~was $40,605~~is $44,192 of unrecognized share-based compensation expense related to non-vested ~~RSUs and RSAs~~share-based awards which is expected to be recognized over a weighted average period of ~~1.72~~2.16 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 ~~the only financial instruments~~ recorded at fair value on a recurring basis within our condensed 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 78 for the details of the condensed 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 March 31, 2022 and December 31, 2021, refer to Note 6.

Recurring Fair Value Measurements

The following table displays the carrying values and fair values of financial instruments as of March 31, 2022 and December 31, 2021:


		March 31, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Assets carried at historical cost on the condensed consolidated balance sheets:
Investments in debt securities(1)	Level 2	$	157,059	$	158,194	$	157,173	$	161,356

Liabilities carried at historical cost on the condensed consolidated balance sheets:
Unsecured Notes — public offering(2)	Level 1	$	1,638,706	$	1,448,671	$	1,638,425	$	1,599,001
Mortgage loans(3)	Level 2	3,060,873		3,059,669		3,065,620		3,110,862
Unsecured Notes — private placement(4)	Level 2	300,000		269,905		300,000		298,822
Secured Term Loan(5)	Level 3	403,363		395,008		403,363		422,519
Term Loan Facility(6)	Level 3	2,500,000		2,507,896		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 $11,294 and $11,575 of unamortized discount and excludes $14,516 and $14,934 of deferred financing costs as of March 31, 2022 and December 31, 2021, respectively.

(3)The carrying values of the mortgage loans are shown net of discount and excludes $9,283 and $9,767 of deferred financing costs as of March 31, 2022 and December 31, 2021, respectively.

(4)The carrying value of the Unsecured Notes — private placement excludes $1,474 and $1,517 of deferred financing costs as of March 31, 2022 and December 31, 2021, respectively.

(5)The carrying value of the Secured Term Loan excludes $1,996 and $2,050 of deferred financing costs as of March 31, 2022 and December 31, 2021, respectively.

(6)The carrying values of the Term Loan Facility excludes $20,065 and $21,878 of deferred financing costs as of March 31, 2022 and December 31, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

~~The following table displays~~We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the ~~carrying values and~~ fair ~~values of financial instruments as of September 30, 2017 and December 31, 2016:~~

September 30, 2017 December 31, 2016
Carrying
Value Fair
Value Carrying
Value Fair
Value
Assets carried at historical cost on the consolidated balance sheets
Investments in debt securities Level 2 $ 230,619
$ 234,514
$ 209,337
$ 209,390

Liabilities carried at historical cost on the consolidated balance sheets
Mortgage loans⁽¹⁾
Level 2 $ 4,173,994
$ 4,196,400
$ 5,263,994
$ 5,265,180
Term loan facility⁽²⁾
Level 3 1,500,000
1,501,030
—
—
Credit facilities⁽³⁾
Level 3 —
—
2,321,585
2,329,551


~~(1)~~	~~The carrying values of the mortgage loans are shown net of discount and exclude $16,970 and $9,256 of deferred financing costs as of September 30, 2017 and December 31, 2016, respectively.~~


~~(2)~~	~~The carrying value of the term loan facility excludes $12,749 of deferred financing costs as of September 30, 2017.~~


~~(3)~~	~~The carrying values of the credit facilities exclude $6,044 of deferred financing costs as of December 31, 2016.~~

value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and ~~of our~~ mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at ~~the end of the period. The fair values of our credit facilities and Term Loan Facility, which are classified as Level 3 in~~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 ~~estimated using a discounted cash flow methodology based on market interest rate data~~reported as transfers in and ~~other market factors available~~out of Level 3 at the ~~end~~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 ~~period.~~significant unobservable inputs used to develop our Level 3 fair value measurements as of March 31, 2022:

Quantitative Information about Level 3 Fair Value Measurement(1)

Fair Value

Valuation Technique

Unobservable Input

Rate

Secured Term Loan

395,008

Discounted Cash Flow

Effective Rate

3.86%

Term Loan Facility

2,507,896

Discounted Cash Flow

Effective Rate

1.45%

—

4.05%

(1)Our Level 3 fair value instruments require interest only payments.

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 ~~assets~~single-family residential properties for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below:



	For the Three Months Ended March 31,
	2022		2021
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount	$	523	$	2,281
Total impairments	(101)		(431)
Fair value	$	422	$	1,850

Three Months Ended September 30, Nine Months Ended
September 30,
�� 2017 2016 2017 2016
Investments in single-family residential properties, net held for use (Level 3)
Pre-impairment amount $ 1,827
$ 1,350
$ 2,323
$ 2,407
Total impairments (360 ) (421 ) (627 ) (650 )
Fair value $ 1,467
$ 929
$ 1,696
$ 1,757

Three Months Ended September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Investments in single-family residential properties, net held for sale (Level 3)
Pre-impairment amount $ 988
$ 36,698
$ 9,115
$ 40,657
Total impairments (64 ) (655 ) (929 ) (945 )
Fair value $ 924

$ 36,043

$ 8,186
$ 39,712

We did not record any impairments for our investments in single-family residential properties, net held for use during the three months ended March 31, 2022 and 2021. For additional information related to our single-family residential properties ~~during the three~~as of March 31, 2022 and ~~nine months ended September 30, 2017 and 2016,~~December 31, 2021, refer to Note 3.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 12—Earnings per Share

We compute EPS only for the period our common stock was outstanding during 2017, referred to as the Post-IPO period. We have defined the Post-IPO period as February 1, 2017, the date our shares began trading on the New York Stock Exchange, through September 30, 2017, or 92 and 242 days of activity, respectively, for the three months ended September 30, 2017, and for the Post-IPO period. Basic EPS is computed by dividing the net loss available to common shareholders for the Post-IPO period by the weighted average number of shares outstanding during the Post-IPO period, adjusted for non-vested shares of RSUs and RSAs. Diluted EPS is similar to computing basic EPS, except that the denominator is increased to include the dilutive effects of non-vested RSUs and RSAs except when doing so would be anti-dilutive.

All outstanding non-vested RSUs and RSAs that have nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing EPS pursuant to the two-class method. 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 equivalent and participation rights in undistributed earnings in periods when we have net income. Certain of our non-vested RSUs and RSAs are considered participating securities as identified in Note 10.

Basic and diluted EPS are calculated as follows:


	For the Three Months Ended March 31,

	2022		2021
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted	$	92,395	$	57,272

Denominator:
Weighted average common shares outstanding — basic	606,410,225		567,375,502
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards	1,498,173		1,450,602
Weighted average common shares outstanding — diluted	607,908,398		568,826,104

Net income per common share — basic	$	0.15	$	0.10
Net income per common share — diluted	$	0.15	$	0.10

(in thousands, except share and per share data) Three Months Ended September 30,
2017 February 1, 2017
through
September 30,
2017
Numerator:
Net loss available to common shareholders — basic and diluted $ (22,745 ) $ (42,837 )

Denominator:
Weighted average common shares outstanding — basic and diluted 311,559,780
311,674,226

Net loss per common share — basic and diluted $ (0.07 ) $ (0.14 )

~~For the three months ended September 30, 2017 and for the period from February 1, 2017 through September 30, 2017, incremental~~Incremental shares ~~of 951,217 and 623,375, respectively,~~ attributed to non-vested ~~RSUs and RSAs were~~share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. For the three months ended March 31, 2022 and 2021, 63,556 and 67,754, incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator as their inclusion would have been anti-dilutive.

For the three months ended March 31, 2022 and 2021, vested OP Units have been excluded from the computation of EPS because ~~we had a~~all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net ~~loss~~income available to common stockholders.

For the three months ended March 31, 2022 and 2021, using the “if-converted” method 1,176,431, and 15,146,328, 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 ~~periods.~~three months ended March 31, 2022 and 2021. 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 ~~the TRSs,~~our taxable REIT subsidiaries (“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 ~~September 30, 2017, there were no~~March 31, 2022 and December 31, 2021, we have not recorded any deferred tax assets and liabilities or unrecognized tax ~~benefits recorded.~~benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

~~During the nine months ended September 30, 2017, we~~We have sold assets that were either subject to Section 337(d) of the Internal Revenue Code ~~(see additional discussion in Note 2).~~of 1986, as amended, or were held by TRSs. These transactions resulted in ~~$2,506~~$79 and $241 of current income tax expense for the three months ended March 31, 2022 and 2021, respectively, which has been recorded in gain on sale of property, net of tax onin the condensed consolidated ~~statement~~statements of operations.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 14—Commitments and Contingencies

Lease Commitments

The following table sets forth our fixed lease payment commitments as a lessee as of March 31, 2022, for the periods below:


Year	Operating Leases		Finance Leases
Remainder of 2022	$	3,429	$	2,098
2023	3,640		2,559
2024	3,306		806
2025	1,882		74
2026	793		2
Thereafter	320		—
Total lease payments	13,370		5,539
Less: imputed interest	(710)		(237)
Total lease liability	$	12,660	$	5,302

The components of lease expense for the three months ended March 31, 2022 and 2021 are as follows:


	For the Three Months Ended March 31,

	2022		2021
Operating lease cost:
Fixed lease cost	$	835	$	1,059
Variable lease cost	372		343
Total operating lease cost	$	1,207	$	1,402

Finance lease cost:
Amortization of ROU assets	$	685	$	704
Interest on lease liabilities	68		86
Total finance lease cost	$	753	$	790

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 1,682 homes over the next five years. Estimated remaining commitments under these agreements total approximately $520,000 as of March 31, 2022.

Insurance Policies

Pursuant to the terms of certain of our ~~credit facility agreements and mortgage~~ loan agreements (see Note 6)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. ~~For the nine months ended September 30, 2017 and 2016,~~As of March 31, 2022, there are no material contingent liabilities related to uninsured losses ~~have been incurred~~ with respect to ~~the properties except as described below.~~our properties.

~~Effects of Hurricane Irma~~

~~On September 10, 2017, Hurricane Irma made landfall~~INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in Southern Florida and traveled through Florida before entering Georgia as a tropical storm. We estimate that damages caused by Hurricane Irma totaled approximately $16,000 which we have accrued at September 30, 2017 and is included in impairment and other in our condensed consolidated statements of operations for the three and nine months ended September 30, 2017. A portion of the foregoing damages may be recoverable through our insurance policies that provide coverage for wind damage, flood damage and business interruption, which are subject to deductibles and limits.thousands)

(unaudited)

Legal Matters

We are subject to various legal proceedings and claims that arise in the ordinary course of our ~~business.~~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 ~~following litigation~~final outcome of these proceedings or matters will have a ~~materially~~material adverse ~~impact~~effect on our condensed consolidated financial statements, and no accruals for the following items have been recorded in our condensed consolidated financial statements, as we have not determined that any loss is probable, nor is the amount of any potential loss estimable.statements.

~~Litigation Relating to the Mergers~~

Two putative class actions have been filed by purported shareholders of SFR challenging the Mergers. The first suit, styled as Berg v. Starwood Waypoint Homes, et. al., No. 1:17-cv-02896, was filed in the United States District Court for the District of Maryland on September 29, 2017, and is against SFR, SFR Partnership, SFR’s trustees, us, INVH LP, and REIT Merger Sub (the “Berg Lawsuit”). The second suit, styled as Bushansky v. Starwood Waypoint Homes, et. al., No. 1:17-cv-02936, was filed in the United States District Court for the District of Maryland on October 4, 2017, and is against SFR, SFR Partnership and SFR’s trustees (the “Bushansky Lawsuit” and, collectively with the Berg Lawsuit, the “Lawsuits”). The Bushansky Lawsuit does not name the Company or any of its affiliates as defendants. The Lawsuits allege that SFR and its trustees violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by allegedly disseminating a false and misleading Form S-4 containing a joint proxy statement/prospectus. The Lawsuits further allege that SFR’s trustees allegedly violated Section 20(a) of the Exchange Act by failing to exercise proper control over the person(s) who violated Section 14(a) of the Exchange Act. The Berg Lawsuit additionally alleges that we violated Section 20(a) of the Exchange Act. The Lawsuits seek, among other things, injunctive relief preventing consummation of the Mergers, rescission of the transactions contemplated by the Merger Agreement should they be consummated and litigation costs, including attorneys’ fees. The Berg Lawsuit also seeks injunctive relief directing SFR’s trustees to disseminate a registration statement that does not contain any untrue statements of material fact and declaratory relief that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act. The Bushansky Lawsuit also seeks rescissory damages in the event of a merger and requests that the action be maintained as a class action. We and SFR intend to defend vigorously against the Lawsuits.

~~Other Matters~~

~~SEC Investigation “In the Matter of Certain Single Family Rental Securitizations”~~

~~Radian Group Inc. (“Radian”)~~,the indirect parent company of Green River Capital LLC (“GRC”), which is a service provider that provides certain broker price opinions (“BPO”) to the Company, disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 that GRC had received a letter in March 2017 from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations” and requesting information from market participants. Radian disclosed that the letter asked GRC to provide information regarding BPOs that GRC provided on properties included in single family rental securitization transactions.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

~~Severance and Retention~~

In June 2017, our board of directors, upon recommendation of our Compensation Committee, approved and adopted our Invitation Homes Inc. Executive Severance Plan (the “Executive Severance Plan”); and, in September 2017, adopted severance guidelines for those not covered by the Executive Severance Plan (the “Severance Guidelines” and, together with the Executive Severance Plan, the “Severance Plans”). The Severance Plans provide all qualified employees specified benefits following such person’s qualifying termination of employment.

In addition, and in connection with the Mergers, in August 2017, we entered into agreements with several of our executives, which provide the executives, as applicable, with benefits in the event the Mergers are consummated and/or where the executive experiences a qualifying termination within a specified period of time following such consummation. If the Mergers are consummated and a participant under either a Severance Plan or an executive agreements experiences a qualifying termination, such person will be entitled to specified benefits.

Note 15—Subsequent Events

In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after ~~September 30, 2017,~~March 31, 2022, for potential recognition or disclosure.

~~Extensions of Existing Mortgage Loans~~Public Debt Offering

On ~~October 10, 2017,~~March 25, 2022, we ~~submitted~~priced a ~~notification~~public offering of $600,000 aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes. On April 8, 2022, we used the net proceeds from these unsecured notes to ~~request an extension~~make a voluntary prepayment of the ~~maturity~~then-outstanding balance of IH 2018-3, which resulted in a release of the ~~IH1 2014-3 mortgage loan from December 9, 2017 to December 9, 2018 upon approval.~~loan’s collateral of 6,366 homes with a gross book value of $1,306,835 as of March 31, 2022, and a $395,500 voluntary prepayment on IH 2018-2.

~~Dividend Declaration~~Release of Collateral

On ~~October 13, 2017,~~April 21, 2022, 574 homes with a gross book value of $98,792 as of March 31, 2022 were released from the collateral pool for IH 2017-1.

Share-Based Compensation

Achievement of absolute TSR and relative TSR at maximum dollar value for the 2019 Outperformance Awards was certified by the Compensation Committee in April 2022, and 2022 Outperformance Awards with an approximate aggregate grant-date fair value of $20,700 were issued on April 1, 2022. See Note 10 for additional information about the awards earned pursuant to of the 2019 Outperformance Awards and 2022 Outperformance Awards.

2021 ATM Equity Program

Subsequent to March 31, 2022, we issued 360,154 shares of our common stock generating net proceeds of $14,508 in settlement of transactions in place as of March 31, 2022.

Dividend Declaration

On April 20, 2022, our board of directors declared ~~an $0.08~~a dividend of $0.22 per share to stockholders of record on ~~October 24, 2017,~~May 10, 2022, which ~~was paid~~is payable on ~~November 7, 2017.~~

~~IH 2017-2 Securitization~~

On November 9, 2017, we completed a securitization transaction in connection with which we entered into a loan agreement with a third-party lender, providing for a new mortgage loan comprised of six components with a total principal amount of $865,027 (“IH 2017-2”). IH 2017-2 has a stated maturity in December 2019, with five one-year extension options, and is secured by first priority mortgages on a portfolio of 4,419 of our homes. Each of the six components of IH 2017-2 bears interest at a floating rate equal to LIBOR plus an applicable spread that ranges from 85 to 300 bps, with a weighted average spread to LIBOR of 144 bps. IH 2017-2 was subsequently transferred to a trust in exchange for pass-through certificates issued by the trust. In connection with IH 2017-2, we purchased and will retain 5% of each class of certificates for risk-retention purposes, totaling $43,254.

~~We utilized proceeds from IH 2017-2 to repay IH1 2014-2 and IH1 2014-3, to fund certain reserves, and for general corporate purposes.~~

~~Residential Property Dispositions~~

Between October 1, 2017 and November 2, 2017, we disposed of 55 homes with a net carrying amount of $8,996 as of September 30, 2017, for an aggregate net sales price of $11,546. A portion of the proceeds were used to make various prepayments on our mortgage loans totaling $2,634. At September 30, 2017, 44 of these properties were classified as held for

May 27, 2022.

~~INVITATION HOMES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

~~sale and presented in other assets, net and 11 were classified as investments in single-family residential properties on our condensed consolidated balance sheet.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form ~~10-K for the year ended December 31, 2016.~~10-K. This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set ~~further as described in Exhibit 99.1 to this Quarterly Report on Form 10-Q and~~forth under Part I. Item 1A. “Risk ~~Factors," in~~Factors” of our Annual Report on Form ~~10-K for the year ended December 31, 2016.~~10-K.

Capitalized terms used without definition have the meaning provided elsewhere in this Quarterly Report on Form 10-Q.

Overview

Invitation Homes is a leading owner and operator of single-family homes for lease, offering residents high-quality homes in ~~desirable~~sought-after neighborhoods across America. With ~~nearly 50,000~~over 80,000 homes for lease in 1316 markets across the country as of ~~September 30, 2017, Invitation Homes is~~March 31, 2022, we are meeting ~~changing lifestyle demands by providing~~the needs of a growing share of Americans who prefer the ease of leasing over the burden of owning a home. We provide our residents access to updated homes with features they value, ~~such~~as well as close proximity to jobs and access to good schools. ~~Our mission, “Together with you,~~The continued demand for our product proves that the choice and flexibility we ~~make a house a home,” reflects our commitment~~offer is attractive to ~~high-touch service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.~~many prospective residents.

We ~~have selected locations~~operate in markets with strong demand drivers, high barriers to entry, and high ~~rent-growth~~rent growth potential, primarily in the Western United States, Florida, and ~~Florida.~~the Southeast United States. Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our portfolio to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated. Since our founding in 2012, we have built a proven, vertically integrated operating platform that ~~allows~~enables us to effectively and efficiently acquire, renovate, lease, maintain, and manage our homes.

We invest in markets that we expect will exhibit lower new supply, stronger job and household formation growth and superior NOI growth relative to the broader U.S. housing and rental market. Within our 13 markets, we target attractive neighborhoods in in-fill locations with multiple demand generators, such as proximity to major employment centers, desirable schools and transportation corridors. Our homes average approximately ~~1,860~~1,870 square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than ~~the~~a typical multifamily resident. ~~As of September 30, 2017, we had made approximately $1.2 billion of~~We invest in the upfront renovation ~~investment in the~~of homes in our portfolio ~~representing approximately $25,000 per home,~~ in order to address capital needs, reduce ongoing maintenance costs, and drive resident demand. As

At Invitation Homes, we are committed to creating a better way to live and to being a force for positive change, while at the same time advancing efforts that make our company more innovative and our processes more sustainable. Environmental, social, and governance initiatives are an important part of our strategic business objectives and are critical to our long-term success.

Our mission statement, “Together with you, we make a house a home,” reflects our commitment to high-touch customer service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive. Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 markets — is driven by a resident-centric model. Our associates take our values seriously and work hard every day to honor the trust our residents have placed in us to provide safe and secure homes for them and their loved ones. In turn, we focus on ensuring our associates are fairly compensated and that we provide a diverse, equitable, and inclusive culture where they are appreciated for who they are and what they bring to the business. We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that will demonstrate that commitment. In addition, we ensure that we operate under strong, well-defined governance practices and adhere to the highest ethical standards at all times.

COVID-19

The COVID-19 pandemic has spread rapidly, adversely affecting public health, economic activity, financial markets, and employment. The ongoing COVID-19 pandemic creates many unknowns that impact our residents, associates, and suppliers. The ultimate impacts remain unknown, but have included and could range from macroeconomic effects (such as continued strain on global and United States economic conditions and disruptions to, and volatility in, the credit and financial markets, consumer spending, supply chains, and the market for acquisition and disposition of single-family homes) to more industry-specific effects (such as depressed collection rates, higher or lower occupancy levels, and restrictions on evictions, collections, rent increases, and late fees), and other unanticipated consequences.

We endeavor to comply in all material respects with federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate. Additionally, to act on our core values of "Genuine Care" and "Standout Citizenship," we offer flexible solutions for residents experiencing financial hardship when requested, including payment plans and late fee abatements. We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes. This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements. We have helped thousands of residents apply for rental assistance programs and, as a result, they have received $20.6 million in rental assistance payments during the three months ended March 31, 2022, and $71.0 million cumulatively since such programs were put in place.

The overall impact of the COVID-19 pandemic has not created significant disruptions to our ~~portfolio benefits from high occupancy~~business model during the three months ended March 31, 2022 and ~~low turnover rates,~~2021.

The situation related to the ongoing COVID-19 pandemic and its variants remains fluid, and we ~~are well positioned~~continue to ~~drive strong rent growth, attractive margins and predictable cash flows.~~

~~Reorganization and Initial Public Offering~~

~~On January 31, 2017, we and our Pre-IPO Owners effected certain transactions (the “Pre-IPO Transactions”) that resulted in~~actively monitor the ~~INVH LP holding, directly or indirectly, all~~effects of the ~~assets, liabilities,~~pandemic and manage our response in collaboration with our residents and business partners and to assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business.

For further discussion of risks related to the pandemic, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business and Industry — Our business, results of operations, ~~reflected~~financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic” in our ~~condensed consolidated financial statements,~~Annual Report on Form 10-K.

Other Matters

In July 2021, we received congressional inquiries requesting information and documentation about our eviction practices during the COVID-19 pandemic, including information relating to compliance with federal eviction moratorium requirements and cooperation with impacted residents to use federal assistance funds as an alternative to eviction. In October 2021 and January 2022, we received additional congressional inquiries requesting information about our activities in the ~~full portfolio~~housing market. We are in the process of ~~homes held by~~responding to and cooperating with these inquiries and information requests.

In August 2021, we received a letter from the ~~IH Holding Entities. As a result~~staff of the ~~Pre-IPO Transactions,~~Federal Trade Commission requesting information as to how we conduct our business generally and during the ~~INVH LP is wholly owned by Invitation Homes Inc. (“INVH”) directly~~COVID-19 pandemic specifically. We are in the process of responding to and ~~through its wholly owned subsidiary, Invitation Homes OP GP LLC, which serves~~cooperating with this request.

As these inquiries are ongoing, we cannot currently predict their timing, outcome, or scope.

Climate Change

Climate change continues to attract considerable public, political, and scientific attention. Experiencing or addressing the various physical, regulatory, and adaptation/transition risks of climate change may affect our profitability. Government authorities and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at drastically increasing reporting and governance related to climate change as ~~the INVH LP’s sole general partner.~~

~~The Pre-IPO Transactions have been accounted for~~well as a reorganization of entities under common control utilizing historical cost basis. Accordingly, after January 31, 2017, our condensed consolidated financial statements include the accounts of INVH and its wholly owned subsidiaries. Prior to that date, our condensed combined financial statements include the combined accounts of the INVH LPfocused on limiting greenhouse gas emissions and the ~~IH Holding Entities~~implementation of “green” building codes. These laws and ~~their wholly owned subsidiaries.~~regulations may require us to make costly improvements to our existing properties beyond our current plans to decrease the impact of our homes on the environment, resulting in increased operating costs. Implementation of any voluntary improvements requires consideration of multiple factors, including whether such elections would raise our costs to maintain our homes. Alternatively, choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors and/or increase the vulnerability of our residents to rising energy and water expenses and use restrictions.

~~On February 6, 2017, INVH completed an initial public offering~~As the climate continues to change, and with a portfolio located in a variety of ~~88,550,000 shares~~United States markets that include coastal areas, we recognize the increased potential for acute weather events and other climate-related impacts to our business, operations, and homes. We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to improve the resiliency of ~~common stock at a price to the public of $20.00 per share (the “IPO”). An additional 221,826,634 shares of common stock were issued to the Pre-IPO Owners.~~

our physical properties and our business.

Our management and the Board of Directors are focused on managing our business risks, including climate change-related risks. The process to identify, manage, and integrate climate-change risk is part of our enterprise risk management program. For more information on risks related to climate change, see Part I. Item 1A. “Risk Factors — Risks Related to Environmental, Social, and Governance Issues — Climate change, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business, — We are subject to risks from natural disasters such as earthquakes and severe weather, and — We are subject to increasing scrutiny from investors and others regarding our environmental, social, or sustainability, responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate retention, and ability to raise capital from such investors” in our Annual Report on Form 10-K.

Our Portfolio

The following table provides summary information regarding our total and Same Store ~~portfolio~~portfolios as of and for the ~~period~~three months ended ~~September 30, 2017~~March 31, 2022 as noted below:

Market
Number
of Homes⁽¹⁾

Average
Occupancy⁽²⁾

Average Monthly
Rent⁽³⁾

Average Monthly
Rent PSF⁽³⁾

% of
Revenue⁽⁴⁾
Western United States
Southern California 4,631
95.5 % $ 2,288
$ 1.34
12.8 %
Northern California 2,857
95.4 % 1,801
1.14
6.7 %
Seattle 3,246
94.0 % 1,975
1.04
8.3 %
Phoenix 5,443
94.4 % 1,188
0.75
8.2 %
Las Vegas 961
95.7 % 1,475
0.76
1.8 %
Western United States Subtotal 17,138
94.9 % 1,754
1.04
37.8 %

Florida
South Florida 5,577
92.9 % 2,198
1.14
14.5 %
Tampa 4,915
94.3 % 1,602
0.82
9.6 %
Orlando 3,736
95.2 % 1,539
0.81
7.1 %
Jacksonville 1,953
94.8 % 1,577
0.79
3.8 %
Florida Subtotal 16,181
94.1 % 1,787
0.92
35.0 %

Southeast United States
Atlanta 7,337
94.7 % 1,402
0.68
12.5 %
Charlotte 3,132
94.2 % 1,395
0.70
5.2 %
Southeast United States Subtotal 10,469
94.6 % 1,400
0.68
17.7 %

Midwest United States
Chicago 2,898
93.0 % 2,029
1.21
6.9 %
Minneapolis 1,181
94.5 % 1,786
0.90
2.6 %
Midwest United States Subtotal 4,079
93.4 % 1,958
1.11
9.5 %
Total/Average 47,867
94.4 % $ 1,705
$ 0.92
100.0 %

Same Store Portfolio Total/Average 42,795
95.4 % $ 1,706
$ 0.92
90.5 %


Market	Number of Homes(1)	Average Occupancy(2)	Average Monthly Rent(3)	Average Monthly Rent PSF(3)	% of Revenue(4)
Western United States:
Southern California	7,857	97.8%	$2,744	$1.62	12.1	%
Northern California	4,442	93.7%	2,423	1.56	6.0	%
Seattle	4,059	91.0%	2,541	1.32	5.7	%
Phoenix	8,792	95.2%	1,749	1.05	9.1	%
Las Vegas	3,155	94.7%	1,960	0.99	3.5	%
Denver	2,677	87.0%	2,311	1.27	3.4	%
Western United States Subtotal	30,982	94.3%	2,274	1.31	39.8	%

Florida:
South Florida	8,303	98.0%	2,481	1.33	12.3	%
Tampa	8,508	96.6%	1,934	1.04	9.8	%
Orlando	6,397	97.0%	1,910	1.02	7.3	%
Jacksonville	1,914	96.9%	1,913	0.96	2.2	%
Florida Subtotal	25,122	97.2%	2,109	1.12	31.6	%


Southeast United States:
Atlanta	12,685	96.9%	1,749	0.85	13.1	%
Carolinas	5,308	94.2%	1,803	0.84	5.5	%
Southeast United States Subtotal	17,993	96.1%	1,764	0.85	18.6	%

Texas:
Houston	2,129	97.2%	1,684	0.87	2.2	%
Dallas	2,858	94.5%	1,967	0.96	3.3	%
Texas Subtotal	4,987	95.6%	1,844	0.92	5.5	%

Midwest United States:
Chicago	2,555	98.5%	2,116	1.31	3.1	%
Minneapolis	1,119	96.8%	2,086	1.07	1.4	%
Midwest United States Subtotal	3,674	98.0%	2,107	1.23	4.5	%

Total / Average	82,758	95.8%	$2,078	$1.11	100.0	%
Same Store Total / Average	75,493	98.1%	$2,074	$1.11	93.3	%


~~(1)~~	~~As of September 30, 2017.~~


~~(2)~~	~~Represents average occupancy for the three months ended September 30, 2017.~~


~~(3)~~	~~Represents average monthly rent for the three months ended September 30, 2017.~~


~~(4)~~	~~Represents the percentage of total revenue generated in each market for the three months ended September 30, 2017.~~

(1)As of March 31, 2022.

(2)Represents average occupancy for the three months ended March 31, 2022.

(3)Represents average monthly rent for the three months ended March 31, 2022.

(4)Represents the percentage of rental revenues and other property income generated in each market for the three months ended March 31, 2022.

Factors That Affect Our Results of Operations and Financial Condition

Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. See Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K for more information regarding factors that could materially adversely affect our results of operations and financial condition. Key factors that impact our results of operations and financial condition include market fundamentals, ~~property acquisitions and renovations,~~ rental rates and occupancy levels, collection rates, turnover rates and days to re-resident homes, property improvements and maintenance, property acquisitions and renovations, and financing arrangements. Sensitivity to many of these factors has been heightened as a result of the ongoing and numerous adverse impacts of COVID-19.

Market Fundamentals:Our results are impacted by housing market fundamentals and supply and demand conditions in our markets, particularly in the Western United States and Florida, which represented ~~72.8%~~71.4% of our rental revenues and other property income during the three months ended ~~September 30, 2017. In recent periods, our Western United States~~March 31, 2022. We actively monitor the impact of the COVID-19 outbreak and ~~Florida markets have experienced favorable demand~~its resulting macroeconomic impacts on market fundamentals and quickly implement changes in ~~the form of employment growth and household formation rates and favorable supply~~pricing as market fundamentals such as the rate of new supply delivery. We believe these supply and demand fundamentals have driven favorable rental rate growth and home price appreciation for our Western United States and Florida markets in recent periods and we expect these trends to continue in the near to intermediate term.shift.

Rental Rates and Occupancy Levels: Rental rates and occupancy levels are primary drivers of rental revenues and other property income. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality, resident defaults, and the amount of time it takes to prepare a home for its next resident and re-lease homes when residents vacate. An important driver of rental rate growth is our ability to increase monthly rents from expiring leases, which typically have a term of one to two years.

Collection Rates: Our rental revenues and other property income are impacted by the rate at which we collect such revenues from our residents. We routinely work with residents facing financial hardships who need flexibility to fulfill their lease obligations, but the ongoing COVID-19 pandemic has increased the number of such residents. When requested, we work with these residents to create payment plans, without late fees, and then actively manage these receivables. Additionally, we work with residents to identify and pursue rental assistance payments from various federal, state, and local governments and other entities providing such assistance. Despite these efforts, a portion of amounts receivable may not ultimately be collected. Any amounts billed to residents that have been deemed uncollectible along with our estimate of amounts that may ultimately be uncollectible decrease our rental revenues and other property income.

Turnover Rates and Days to Re-Resident: Other drivers of rental revenues and property operating and maintenance expense include ~~increasing~~ the length of stay of our residents, ~~minimizing~~ resident turnover rates, and ~~reducing~~ the number of days a home is unoccupied between residents. Our operating results are also ~~are~~ impacted by the amount of time it takes to market and lease a ~~property.~~property, which is a component of the number of days a home is unoccupied between residents. The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques, the size of our available inventory, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business, and both current economic conditions and future economic outlook. Many of these factors have been and continue to be impacted by the ongoing COVID-19 pandemic. Additionally, our turnover rate may be affected by the current COVID-19 pandemic as a result of delayed eviction proceedings and/or move outs potentially being canceled by residents who have not secured their next housing plans. Increases in turnover rates and the average number of days to re-resident ~~increase property operating and maintenance expenses and~~a home reduce rental revenues as the homes are not generating income during this ~~period.~~period of vacancy.

Property Improvements and Maintenance: Property improvements and maintenance impact capital expenditures, property operating and maintenance expense, and rental revenues. We actively manage our homes on a total portfolio basis to determine what capital and maintenance needs may be required and what opportunities we may have to generate additional revenues or expense savings from such expenditures. Due to our size and scale both nationally and locally, we believe we are able to purchase goods and services at favorable prices.

While the COVID-19 outbreak has required us to modify our property improvement and maintenance procedures to accommodate resident preferences, we complete all maintenance work orders in a timely manner unless a resident reports symptoms of or exposure to COVID-19.

Property Acquisitions and Renovations: Future growth in rental revenues and ~~operating~~other property income may be impacted by our ability to identify and acquire homes, our pace of property acquisitions, and the time and cost required to renovate and lease a newly acquired home. Our ability to identify and acquire single-family homes that meet our investment criteria is impacted by home prices in targeted acquisition locations, the inventory of homes available for sale through our acquisition channels, and competition for our target assets. All of these factors may be negatively impacted by the ongoing COVID-19 pandemic, potentially reducing the number of homes we acquire.

The acquisition of homes involves expenditures in addition to payment of the purchase price, including payments for acquisition fees, property inspections, closing costs, title insurance, transfer taxes, recording fees, broker commissions, property taxes, and HOA fees (when applicable). Additionally, we typically incur costs to renovate a home to prepare it for rental. ~~Renovation~~The scope of renovation work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental. The time and cost involved in accessing our homes and preparing them for rental can significantly impact our financial performance. The time to renovate a newly acquired property can vary significantly among homes for several reasons, including the property’s acquisition channel, the condition of the property, ~~and~~ whether the property was vacant when ~~acquired.~~acquired, and whether there are any state or local restrictions on our ability to complete renovations as an essential business function. Additionally, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business have increased the time required to renovate our homes. Due to our size and scale both nationally and locally, we believe we are able to purchase goods and services at favorable prices.

Financing Arrangements: Financing arrangements directly impact our interest expense, ~~mortgage loans, term loan facility,~~our various debt instruments, and ~~revolving facility, as well as~~ our ability to acquire and renovate homes. We have historically utilized indebtedness to ~~acquire~~fund the acquisition and ~~renovate~~renovation of new homes. Our current financing arrangements contain financial covenants, and certain financing arrangements contain variable interest rate terms. Interest rates are impacted by ~~the characteristics of our homes,~~ market conditions and the terms of the underlying financing arrangements. The COVID-19 pandemic has resulted in a widespread health crisis adversely affecting the economy and financial markets of many countries resulting in an economic downturn that could negatively affect our ability to access financial markets as well as our business, results of operations, and financial condition. See Part I. Item 3. “Quantitative and Qualitative Disclosures about Market Risk” for further discussion regarding interest rate risk. Our future financing arrangements may not have similar terms with respect to amounts, interest rates, financial covenants, and durations.

~~Recent Events~~

~~Initial Public Offering~~

On February 6, 2017, we completed our IPO in which we sold 88,550,000 shares of common stock at an initial public offering price of $20.00 per share. The shares offered and sold in the offering were registered under the Securities Act pursuant to our Registration Statement on Form S-11, which was declared effective by the SEC on January 31, 2017. The common stock is listed on the NYSE under the symbol "INVH" and began trading publicly on February 1, 2017. The offering generated net proceeds of $1,692.1 million to us after underwriting discounts, but before other transaction costs. We used a portion of the net proceeds, together with the borrowings under the Term Loan Facility of our New Credit Facility (described below), to repay all of our existing credit facilities and our mortgage loan relating to the IH1 2013-1 securitization and a portion of the mortgage loan relating to the IH1 2014-1 securitization transaction, and to pay fees and expenses related to the offering.

In March 2017, we used the remaining IPO proceeds, together with cash on hand, to voluntarily prepay approximately $260.0 million of additional borrowings outstanding under the mortgage loan relating to the IH1 2014-1 securitization transaction, reducing the outstanding principal balance to approximately $421.0 million.

~~New Credit Facility~~

On February 6, 2017, INVH LP entered into a new credit agreement with the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto. The new credit agreement provides for senior secured credit facilities (together, collectively, the “New Credit Facility”) consisting of (i) a $1,000.0 million revolving facility (the “Revolving Facility”), which will mature on February 6, 2021, with a one-year extension option subject to certain conditions and (ii) a $1,500.0 million “Term Loan Facility,” which will mature on February 6, 2022. See “—Liquidity and Capital Resources.”

~~Fannie Mae Securitization Transaction~~

On April 28, 2017, we completed a securitization transaction pursuant to which we entered into a loan agreement, providing for a new ten-year, fixed rate mortgage loan comprised of two components with a total principal amount of $1,000.0 million (the “FNMA Loan”). The FNMA Loan will mature June 9, 2027 and is secured by first priority mortgages on a portfolio of 7,204 of our homes. See “—Liquidity and Capital Resources.”

We used proceeds from the FNMA Loan to repay the remaining $420.0 million outstanding under our mortgage loan relating to the IH1 2014-1 securitization transaction, to fund certain reserves and to pay transaction fees and expenses incurred with respect to the FNMA Loan. The IH1 2014-1 mortgage loan outstanding balance had been reduced as of April 28, 2017 due to prepayments from IPO proceeds and application of proceeds from sales of homes. On May 9, 2017, we used the remaining proceeds to voluntarily prepay $510.0 million of our mortgage loan relating to the IH1 2014-3 securitization transaction. On June 9, 2017, we made a $100.0 million prepayment, reducing the outstanding principal balance to approximately $151.0 million.

~~Proposed Merger with SFR~~

On August 9, 2017, we entered into a definitive agreement with SFR to form a combined company in a stock-for-stock merger of equals transaction (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) SFR will be merged with and into IH Merger Sub, LLC, a wholly owned subsidiary of the Company (“REIT Merger Sub”)re, with REIT Merger Sub surviving as our subsidiary (the “REIT Merger”) and (ii) as promptly as practicable after the REIT Merger, Starwood Waypoint Homes Partnership, L.P. (“SFR Partnership”) will be merged with and into INVH LP, with INVH LP surviving as our wholly owned subsidiary (the “Partnership Merger,” and together with the REIT Merger, the “Mergers”). In connection with the Mergers, we filed with the SEC on October 16, 2017 a definitive joint proxy statement/information statement and prospectus (File No. 333-220543) (the “Merger Proxy”), which includes more detailed information about the Mergers and the related transactions.

Under the terms of the Merger Agreement and as described in the Merger Proxy, each outstanding SFR share will be converted into 1.6140 shares of our common stock (the “Exchange Ratio”), and each outstanding unit of SFR Partnership will be converted into the right to receive 1.6140 common units, representing limited partner interests, in INVH LP. Further, each

outstanding restricted share unit of SFR (an “SFR RSU”) that vest as a result of the Mergers or the Merger Agreement will automatically be converted into the right to receive our common stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any). At the effective time of the REIT Merger, each SFR RSU that does not vest as a result of the Mergers or the Merger Agreement will be automatically assumed by us and converted into an equivalent stock-based incentive award unit with respect to our common stock and be subject to the same terms and conditions as applicable to such awards. On a pro forma basis giving effect to the Mergers, the combined company will own an approximately 98.2% partnership interest in INVH LP and the combined company will have the full, exclusive and complete responsibility for and discretion in the day-to-day management and control of INVH LP.

The REIT Merger is intended to qualify as a reorganization for U.S. federal income tax purposes, and the Partnership Merger is intended to be treated as a transaction that is generally tax free to the holders of units of SFR Partnership for U.S. federal income tax purposes. Upon the closing of the Mergers, our stockholders will own approximately 59% of the combined company’s stock, and SFR’s stockholders will own approximately 41% of the combined company’s stock. Based on the closing prices of SFR’s common shares and our common stock on October 13, 2017, the equity market capitalization of the combined company would be approximately $12.0 billion, and the total enterprise value (including debt) would be approximately $21.3 billion.

The transaction has been approved by our board of directors and SFR’s board of trustees. Completion of the Mergers is subject to, among other things, approval by the holders of the SFR’s common shares. Assuming approval is obtained, the Mergers are expected to close in the fourth quarter of 2017. We can give no assurance that the Mergers and related transactions will be completed in the above timeframe, if at all. During the third quarter of 2017, we incurred $4.9 million of fees and expenses related to the Mergers, which are included in general and administrative for the three and nine months ended September 30, 2017 in the condensed consolidated statements of operations and $2.7 million of direct offering costs which will be charged to equity upon completion of the Mergers and are included in other assets, net on the condensed consolidated balance sheet as of September 30, 2017. Other transaction costs are expected to be incurred in the fourth quarter of 2017 and in 2018 in connection with the closing of the Mergers.

Two putative class actions have been filed by purported shareholders of SFR challenging the Mergers, one of which names us and certain affiliates as defendants. The lawsuits seek, among other things, injunctive relief preventing consummation of the Mergers, rescission of the transactions contemplated by the Merger Agreement should they be consummated and litigation costs, including attorneys’ fees. Please see Part II, Item I. Legal Proceedings “Litigation Relating to the Mergers” in this Quarterly Report on Form 10-Q for more details.

~~Dividend Declaration~~

~~On October 13, 2017, the board of directors declared an $0.08 dividend per share to stockholders of record on October 24, 2017, which was paid on November 7, 2017.~~

~~IH 2017-2 Securitization~~

On November 9, 2017, we completed a securitization transaction in connection with which we entered into a loan agreement with a third-party lender, providing for a new mortgage loan comprised of six components with a total principal amount of $865.0 million (“IH 2017-2”). IH 2017-2 has a stated maturity in December 2019, with five one-year extension options, and is secured by first priority mortgages on a portfolio of 4,419 of our homes. Each of the six components of IH 2017-2 bears interest at a floating rate equal to LIBOR plus an applicable spread that ranges from 85 to 300 bps, with a weighted average spread to LIBOR of 144 bps. IH 2017-2 was subsequently transferred to a trust in exchange for pass-through certificates issued by the trust. In connection with IH 2017-2, we purchased and will retain 5% of each class of certificates for risk-retention purposes, totaling $43.3 million.

~~We utilized proceeds from IH 2017-2 to repay IH1 2014-2 and IH1 2014-3, to fund certain reserves, and for general corporate purposes.~~

Components of Revenues and Expenses

The following is a description of the components of our revenues and ~~expenses:~~expenses.

Revenues

Rental Revenues and Other Property Income

Rental revenues, net of any concessions and bad debt (including write-offs, credit reserves, and uncollectible ~~amounts,~~amounts), consist of rents collected under lease agreements related to our single-family homes for lease. ~~These include leases that we~~We enter into leases directly with our residents, ~~which~~and the leases typically have a term of one to two years.

~~Other Property Income~~

Other property income is comprised of: (i) resident reimbursements for utilities, HOA fines, and other charge-backs; (ii) rent and non-refundable deposits associated with pets; (iii) revenues from ancillary services such as smart homes and ~~(iii)~~HVAC replacement filters; and (iv) various other fees, including ~~application~~late fees and lease termination ~~fees.~~fees, among others.

Joint Venture Management Fees

Joint venture management fees consist of asset and property management fees from our unconsolidated joint ventures.

Expenses

Property Operating and Maintenance

Once a property is available for its initial lease, which we refer to as “rent-ready,” we incur ongoing property-related expenses, which consist primarily of property taxes, insurance, HOA fees (when applicable), market-level personnel

expenses, utility expenses, repairs and maintenance, ~~leasing costs~~ and ~~marketing.~~property administration. Prior to a property being “rent-ready,” certain of these expenses are capitalized as building and improvements. Once a property is “rent-ready,” expenditures for ordinary ~~maintenance~~repairs and ~~repairs~~maintenance thereafter are expensed as incurred, and we capitalize expenditures that improve or extend the life of a home.

Property Management Expense

Property management expense represents personnel and other costs associated with the oversight and management of our portfolio of ~~homes.~~homes, including those within our unconsolidated joint ventures. All of our homes are managed through our internal property manager.

General and Administrative

General and administrative expense represents personnel costs, professional fees, and other costs associated with our ~~day to day~~day-to-day activities. ~~We have incurred additional legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements.~~ General and administrative expense may also ~~includes IPO related and merger and transaction-related costs~~include expenses that are of a non-recurring nature. As a result, general and administrative expense in the historical periods discussed in “—Results of Operations” may not be comparable to general and administrative expense in periods from and after the IPO and the REIT Merger.nature, such as severance.

Share-Based Compensation Expense

Certain current and former employees, as well as certain of our founders, were granted Class B incentive units in certain of the IH Holding Entities or their parent entities. In connection with the IPO, all of the Class B units were converted into shares of common stock, canceled, or converted into similar units of newly formed subsidiaries of the Pre-IPO Owners. We have recognized incentive compensation expense related to the value of those units in our results of operations. In connection with and subsequent to the IPO, we modified certain of our incentive awards and issued new awards in order to align our employees’ interests with those of our investors. All ~~incentive unit and~~ share-based compensation expense is recognized onin our condensed consolidated statements of operations as ~~a component~~components of general and administrative expense and property management expense. We issue share-based awards to align the interests of our associates with those of our investors.

Interest Expense

Interest expense includes interest payable on our debt instruments, payments and receipts related to our interest rate swap agreements, amortization of discounts and deferred financing costs, unrealized gains (losses) on non-designated hedging instruments, and non-cash interest expense related to our interest rate swap agreements.

Depreciation and Amortization

We recognize depreciation and amortization expense associated ~~primarily~~ with our homes and other capital expenditures over ~~their~~the expected useful ~~lives.~~

lives of the assets.

Impairment and Other

Impairment and other represents provisions for impairment when the carrying amount of our single-family residential properties is not recoverable and casualty (gains) losses, net of any insurance recoveries.

~~Interest Expense~~Gains (Losses) on Investments in Equity Securities, net

~~Interest expense~~Gains (losses) on investments in equity securities, net includes ~~interest expense as well as amortization of discounts and deferred financing costs from our financing arrangements, and~~ unrealized gains ~~(losses) on non-designated hedging instruments. Interest expense for periods prior~~and losses resulting from mark to market adjustments and realized gains and losses recognized upon the ~~IPO and our 2017 refinancing activity discussed in “—Recent Events” does not reflect the impact~~sale of the following: (i) certain financing transactions that we completed concurrently with the completion of the IPO; (ii) certain hedging instruments; (iii) the FNMA Loan that was entered into on April 28, 2017 as defined in “—Liquidity and Capital Resources”; or (iv) the repayment of certain indebtedness with a portion of the net proceeds from the IPO, the New Credit Facility, and the FNMA Loan.such securities.

Other, net

Other, net includes interest income and other miscellaneous income and ~~expenses, and acquisition costs (in periods prior to January 1, 2017).~~expenses.

Gain ~~(Loss)~~ on Sale of Property, net of tax

Gain ~~(loss)~~ on sale of property, net of tax consists of net gains and losses resulting from sales of our homes.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Income (loss) from investments in unconsolidated joint ventures consists of our share of net earnings and losses from investments in unconsolidated joint ventures accounted for using the equity method.

Results of Operations

Portfolio Information

As of March 31, 2022 and 2021, we owned 82,758 and 80,330 single-family rental homes, respectively, in our total portfolio. During the three months ended March 31, 2022 and 2021, we acquired 518 and 401 homes, respectively, and sold 141 and 248 homes, respectively. During the three months ended March 31, 2022 and 2021, we owned an average of 82,571 and 80,217 single-family rental homes, respectively, in our total portfolio.

We believe presenting information about the portion of our total portfolio that has been fully operational for the entirety of both a given reporting period and its prior year comparison period provides investors with meaningful information about the performance of our comparable homes across periods, and about trends in our organic business. To do so, we provide information regarding the performance of our Same Store portfolio.

As of March 31, 2022, our Same Store portfolio consisted of 75,493 single-family rental homes.

Three Months Ended ~~September 30, 2017~~March 31, 2022 Compared to Three Months Ended ~~September 30, 2016~~March 31, 2021

The following table sets forth a comparison of the results of operations for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016:~~2021:


	For the Three Months Ended March 31,

($ in thousands)	2022		2021		$ Change		% Change
Revenues:
Rental revenues and other property income	$	530,199	$	474,454	$	55,745	11.7	%
Joint venture management fees	2,111		771		1,340		173.8	%
Total revenues	532,310		475,225		57,085		12.0	%

Expenses:
Property operating and maintenance	182,269		168,373		13,896		8.3	%
Property management expense	20,967		15,842		5,125		32.4	%
General and administrative	17,639		16,950		689		4.1	%
Interest expense	74,389		83,406		(9,017)		(10.8)	%
Depreciation and amortization	155,796		144,501		11,295		7.8	%
Impairment and other	1,515		356		1,159		N/M
Total expenses	452,575		429,428		23,147		5.4	%

Gains (losses) on investments in equity securities, net	(3,032)		(3,140)		108		3.4	%
Other, net	594		230		364		158.3	%
Gain on sale of property, net of tax	18,026		14,484		3,542		24.5	%
Income (loss) from investments in unconsolidated joint ventures	(2,320)		351		(2,671)		N/M

Net income	$	93,003	$	57,722	$	35,281	61.1	%

Three Months Ended
September 30,
($ in thousands) 2017 2016 $ Change % Change
Revenues:
Rental revenues $ 229,375
$ 221,049
$ 8,326
3.8 %
Other property income 14,161
11,989
2,172
18.1 %
Total revenues 243,536
233,038
10,498
4.5 %

Operating expenses:
Property operating and maintenance 93,267
94,246
(979 ) (1.0 )%
Property management expense 10,852
7,715
3,137
40.7 %
General and administrative 27,462
18,811
8,651
46.0 %
Depreciation and amortization 67,466
66,480
986
1.5 %
Impairment and other 14,572
1,279
13,293
N/M
Total operating expenses 213,619
188,531
25,088
13.3 %
Operating income 29,917
44,507
(14,590 ) (32.8 )%

Other income (expenses):
Interest expense (56,796 ) (68,365 ) (11,569 ) (16.9 )%
Other, net 613
(1,057 ) (1,670 ) (158.0 )%
Total other income (expenses) (56,183 ) (69,422 ) (13,239 ) (19.1 )%

Loss from continuing operations $ (26,266 ) $ (24,915 ) $ 1,351
5.4 %

~~Rental~~ Revenues

~~As of September 30, 2017 and 2016, we owned 47,867 and 48,431 single-family homes for lease, respectively, generating rental revenue of $229.4 million and $221.0 million, respectively, for~~For the three months ~~then ended. Rental~~ended March 31, 2022 and 2021, total revenues ~~increased 3.8% due to~~were $532.3 million and $475.2 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.

For the three months ended March 31, 2022 and 2021, total portfolio rental revenues and other property income totaled $530.2 million and $474.5 million, respectively, an increase of 11.7%, driven by an increase in average monthly rent per

occupied home ~~despite~~and a ~~decrease~~2,354 home increase between periods in the average number of homes owned, ~~and~~partially offset by a ~~relatively flat~~150 bps reduction in occupancy. ~~During the three months ended September 30, 2017 and 2016, we acquired 270 and 209 homes, respectively, and sold 128 and 131 homes, respectively.~~

Average occupancy for the three months ended March 31, 2022 and 2021 for the total portfolio was ~~94.4%~~95.8% and ~~94.3%~~97.3%, respectively. Average monthly rent per occupied home for the total portfolio for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively. Average rent per occupied home in actual dollars~~2021 was $2,078 and $1,916, respectively, an 8.5% increase. For our Same Store portfolio, average occupancy was 98.1% and 98.4% for the three months ended ~~September 30, 2017 was $1,705, compared to $1,623~~March 31, 2022 and 2021, respectively, and average monthly rent per occupied home for the three months ended ~~September 30, 2016, a 5.1%~~March 31, 2022 and 2021 was $2,074 and $1,915, respectively, an 8.3% increase.

~~For our~~The annualized turnover rate for the Same Store portfolio ~~our average occupancy was 95.4% and 95.5%~~ for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively,~~2021 was 18.3% and ~~our~~21.5%, respectively. For the Same Store portfolio, an average ~~rent per occupied~~ home ~~in actual dollars~~remained unoccupied for 37 and 28 days between residents for the three months ended ~~September 30, 2017 was $1,706, compared~~March 31, 2022 and 2021, respectively. The increase in days to ~~$1,637 for~~re-resident, partially offset by a decrease in turnover, directly impacted the ~~three months ended September 30, 2016, a 4.2% increase.~~decrease in our same store average occupancy. Our turnover rate may have been, and may continue to be, impacted by the effects of the COVID-19 pandemic (e.g., eviction moratoriums). We cannot predict how long existing eviction moratoriums will remain in place, if new eviction moratoriums will be issued and/or reinstated, or when the general effects of the pandemic will subside and how those items may affect our turnover and occupancy rates.

To monitor prospective changes in average monthly rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net of any amortized ~~concessions.~~non-service concessions, to calculate net effective rental rate growth. Leases are either renewal leases, where our current resident stays for a subsequent lease term, or a new ~~lease,~~leases, where our previous resident moves out and a new resident signs a lease to occupy the same home. ~~The following information regarding our renewal leases~~

Renewal lease net effective rental rate growth for the total portfolio averaged 9.7% and ~~new leases is with respect to our total portfolio. For~~4.3% for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, the blended~~

~~average between renewal lease~~2021, respectively, and new lease net effective rental rate growth for the total portfolio averaged ~~4.4%~~14.7% and ~~6.2%,~~8.0% for the three months ended March 31, 2022 and 2021, respectively. ~~This total~~For our Same Store portfolio, ~~blended rate is comprised of an average~~ renewal lease net effective rental rate growth ~~of 5.0%~~averaged 9.7% and ~~5.8%~~4.3% for the three months ended March 31, 2022 and ~~an average~~2021, respectively, and new lease net effective rental rate growth ~~of 3.6%~~averaged 14.8% and ~~6.5%~~8.0% for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, respectively.

The COVID-19 pandemic has negatively impacted rental revenues and other property income since the onset of the pandemic in mid-March 2020 in two notable ways: (1) collection rates have decreased from pre-pandemic levels which negatively impacts bad debt as a percentage of gross rental income; and (2) a significant portion of all late fees typically enforced in accordance with our lease agreements were not enforced or collected for a significant period of time. Enforcement and collections of late fees generally re-commenced in all markets where permissible beginning in the second quarter of 2021. Rental revenues and other property income for the three months ended March 31, 2022 increased compared to March 31, 2021, due to increased collections of late fees, increased utility billbacks as new leases are entered into, and enhanced ancillary revenue programs, among other things. While the effects of the COVID-19 pandemic and the ensuing jurisdictional restrictions on rental rates, late fees, collections, and evictions have decreased over time, they may continue to affect our future collection rates, ability to increase rental revenues in certain markets, and fees and other ancillary income charged to residents.

For the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, joint venture management fees totaled $2.1 million and $0.8 million, respectively. These fees increased due to newly acquired homes and an increase in the ~~turnover rate for~~number of homes generating revenues within our Same Store portfolio was 38.1% and 39.6%, respectively. For our total portfolio, an average home remained unoccupied for 42 and 38 days between residents for the three months ended September 30, 2017 and 2016, respectively.joint venture investments.

~~Other Property Income~~Expenses

For the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, other property income was $14.2~~2021, total expenses were $452.6 million and ~~$12.0~~$429.4 million, respectively, an 18.1% increase. The primary drivers of the increase were pet rent and late fee income attributable to the implementation of our national lease for all leases written beginning in February 2016 and the automation and consistent application of these fees beginning in March 2017.

~~Operating Expenses~~

Operating expenses were $213.6 million and $188.5 million for the three months ended September 30, 2017 and 2016, respectively, a 13.3% increase. Of the $25.1 million increase in expenses, $7.3 million relates to share-based compensation expense and $4.9 million relates to merger and transaction-related expenses as more fully described below.respectively. Set forth below is a discussion of changes in the individual components of ~~operating~~total expenses.

~~Property~~For the three months ended March 31, 2022, property operating and maintenance expense ~~decreased~~increased to ~~$93.3~~$182.3 million from $168.4 million for the three months ended ~~September 30, 2017 from $94.2 million for the three months ended September 30, 2016 primarily due~~March 31, 2021. In addition to a ~~decrease~~2,354 home increase between periods in the average number of homes owned, increases in property taxes, repairs and maintenance, utilities, and personnel and other services ~~of $2.1 million due to operating efficiencies that~~costs resulted in ~~lower personnel costs, which represents a 16.3% decrease in those costs. This decrease was partially offset by a $1.0 million~~the overall 8.3% net increase in property ~~taxes attributable to increased California property taxes resulting from our IPO, which represents a 2.4% increase in those costs.~~operating and maintenance expense.

Property management expense and general and administrative expense increased to ~~$38.3~~$38.6 million from $32.8 million for the three months ended ~~September 30, 2017~~March 31, 2022 and 2021, respectively. The increase is primarily due to increased property management expense, including personnel and technology costs related to expansion of our platform that provides services to both our wholly owned portfolio and our joint venture investments. To date, the COVID-19 pandemic has not had a material impact on our property management and general and administrative expenses.

Interest expense decreased from ~~$26.5~~$83.4 million for the three months ended ~~September 30, 2016. The year over year increase is due~~March 31, 2021 to ~~increases in share-based compensation expense of $7.3~~$74.4 million ~~and incurrence of merger and transaction-related expenses of $4.9 million that did not occur in~~for the three months ended ~~September 30, 2016.~~March 31, 2022. The decrease in interest expense was primarily due to refinancing activities since March 31, 2021. Gross debt outstanding decreased by $151.5 million from March 31, 2021 to March 31, 2022. Additionally, refinancing activities resulted in a 34 bps decrease in the weighted average interest rate on our outstanding debt between the respective period ends, inclusive of a 55 bps reduction in the spread on our term loan facility as a result of achieving an investment grade rating.

Depreciation and amortization expense increased ~~slightly due~~ to ~~a higher average cost basis per home at September 30, 2017 compared to September 30, 2016.~~

~~Impairment and other expenses increased to $14.6~~$155.8 million for the three months ended ~~September 30, 2017~~March 31, 2022 from ~~$1.3~~$144.5 million for the three months ended ~~September 30, 2016~~March 31, 2021 due to ~~$16.0 million~~an increase in cumulative capital expenditures and an increase in the average number of ~~accrued costs for losses/damages related~~homes owned during the three months ended March 31, 2022 compared to ~~Hurricane Irma.~~the three months ended March 31, 2021.

~~Interest Expense~~

~~Interest expense was $56.8~~Impairment and other expenses were $1.5 million and ~~$68.4~~$0.4 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively,~~2021, respectively. During the three months ended March 31, 2022, impairment and other expenses were comprised of net casualty losses of $1.4 million and impairment losses of $0.1 million on our single-family residential properties. During the three months ended March 31, 2021, impairment and other expenses was primarily comprised of impairment losses of $0.4 million on our single-family residential properties. The impairment costs recognized during the three months ended March 31, 2022 and 2021 were not a ~~16.9% decrease.~~ direct result of the COVID-19 pandemic.

Gains (Losses) on Investments in Equity Securities, net

For the three months ended March 31, 2022, losses on investments in equity securities, net of $3.0 million was comprised of $1.4 million of net losses recognized on investments sold during the period and $1.6 million of net unrealized losses recognized since December 31, 2021 on investments held as of March 31, 2022. For the three months ended March 31, 2021, losses on investments in equity securities, net was comprised of $3.1 million of net unrealized losses recognized since December 31, 2020 on investments held as of March 31, 2021.

Other, net

The ~~decrease in interest expense was due to a reduction in average debt balances outstanding. The decrease in interest expense was partially offset by an increase in our weighted average cost~~total balance of ~~debt by 90 bps~~other, net is consistent for the three months ended ~~September 30, 2017~~March 31, 2022 compared to ~~2016 due to an increase in LIBOR, a fixed rate on our IH 2017-1 mortgage loan which was at a higher rate than prior year variable rate debt, and~~ the impact of interest rate swaps. As of September 30, 2017, we had $5,644.3 million of debt outstanding, net of deferred financing costs and discounts, compared to $7,681.0 million as of September 30, 2016, a 26.3% decrease. The decrease in debt outstanding was attributable to the $2,321.6 million payoff of our credit facilities, as well as $2,086.6 million of prepayments on our mortgage loans from cash from IPO proceeds, operations, and proceeds from home sales, net of borrowings of $1,500.0 million from the Term Loan Facility, and $996.4 million from the IH 2017-1 mortgage loan.

three months ended March 31, 2021.

Gain on Sale of Property, ~~Net~~net of ~~Tax~~tax

Gain on sale of property, net of tax was ~~$3.8~~$18.0 million and ~~$3.0~~$14.5 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, respectively. The primary driver ~~for the difference in the gain on sale between periods was the volume and composition of homes sold during the respective periods.~~

~~Results of Operations~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~The following table sets forth a comparison~~ of the ~~results of operations for the nine months ended September 30, 2017 and 2016:~~

Nine Months Ended
September 30,
($ in thousands) 2017 2016 $ Change % Change
Revenues:
Rental revenues $ 683,975
$ 654,726
$ 29,249
4.5 %
Other property income 40,527
33,310
7,217
21.7 %
Total revenues 724,502
688,036
36,466
5.3 %

Operating expenses:
Property operating and maintenance 274,275
270,494
3,781
1.4 %
Property management expense 31,436
22,638
8,798
38.9 %
General and administrative 104,154
49,579
54,575
110.1 %
Depreciation and amortization 202,558
198,261
4,297
2.2 %
Impairment and other 16,482
1,642
14,840
N/M
Total operating expenses 628,905
542,614
86,291
15.9 %
Operating income 95,597
145,422
(49,825 ) (34.3 )%

Other income (expenses):
Interest expense (182,726 ) (209,165 ) (26,439 ) (12.6 )%
Other, net (482 ) (1,025 ) (543 ) (53.0 )%
Total other income (expenses) (183,208 ) (210,190 ) (26,982 ) (12.8 )%

Loss from continuing operations $ (87,611 ) $ (64,768 ) $ 22,843
35.3 %

~~Rental Revenues~~

As of September 30, 2017 and 2016, we owned 47,867 and 48,431 single-family homes for lease, respectively, generating rental revenue of $684.0 million and $654.7 million, respectively, for the nine months then ended. Rental revenues increased 4.5% due toincrease was an increase in ~~both average occupancy and average monthly rent~~disposition proceeds received per ~~occupied~~ home ~~despite~~between periods, offset by a ~~slight~~ decrease ~~in number of homes owned. During the nine months ended September 30, 2017 and 2016, we acquired 620 and 1,135 homes, respectively, and sold 1,051 and 842 homes, respectively.~~

~~Average occupancy for the total portfolio was 94.8% and 94.6% for the nine months ended September 30, 2017 and 2016, respectively. The increase in average occupancy correlates with the decrease~~ in the number of homes acquired during 2017 compared to 2016 as newly acquired homes are unoccupied for a longer period of time during initial renovations than during a re-resident period. Average rent per occupied home in actual dollarssold from 248 for the ~~nine~~three months ended ~~September 30, 2017 was $1,683, compared~~March 31, 2021 to ~~$1,600~~141 for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2022.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Our share of equity in earnings and/or (losses) from unconsolidated joint ventures was a ~~5.2% increase.~~

For our Same Store portfolio, our average occupancy was 95.8% and 96.1% for the nine months ended September 30, 2017 and 2016, respectively, and our average rent per occupied home in actual dollars for the nine months ended September 30, 2017, was $1,686, compared to $1,617 for the nine months ended September 30, 2016, a 4.3% increase.

~~To monitor prospective changes in average rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net~~loss of any amortized concessions. Leases are either renewal leases, where our current resident stays for a subsequent lease term, or a new lease, where our previous resident moves out and a new resident signs a lease to occupy the same home. The following information regarding our renewal leases and new leases is with respect to our total portfolio. For the nine months ended September 30, 2017 and 2016, the blended average between renewal lease and new lease net effective rental rate growth for the total portfolio averaged 4.7% and 5.8%, respectively. This total portfolio blended rate is comprised of an average renewal lease net effective rental rate growth of 5.1% and 5.5% and an average new lease net effective rental rate growth of 4.1% and 6.2% for the nine months ended September 30, 2017 and 2016, respectively.

~~For the nine months ended September 30, 2017 and 2016, the turnover rate for our Same Store portfolio was 36.2%~~ ~~and 37.2%, respectively. For our total portfolio, an average home remained unoccupied for 46 and 40 days between residents for the nine months ended September 30, 2017 and 2016, respectively.~~

~~Other Property Income~~

For the nine months ended September 30, 2017 and 2016, other property income was $40.5 million and $33.3 million, respectively, a 21.7% increase. The primary drivers of the increase were pet rent and late fee income attributable to the implementation of our national lease for all leases written beginning in February 2016 and the automation and consistent application of these fees beginning in March 2017.

~~Operating Expenses~~

~~Operating expenses were $628.9 million and $542.6~~$2.3 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively,~~March 31, 2022 compared to income of $0.4 million for the three months ended March 31, 2021. This change is primarily due to commencement of operations in certain of our joint ventures, including a ~~15.9% increase. Of the $86.3~~$0.5 million increase in ~~expenses, $51.4 million relates to share-based compensation~~our share of depreciation expense ~~$8.3 million relates to IPO related~~between periods and start up costs ~~and $4.9 million relates to merger and transaction-related expenses as more fully described below. Set forth below is a discussion of changes in the individual components of operating expenses.~~

~~Property operating and maintenance expense increased to $274.3 million~~ for the nine months ended September 30, 2017 from $270.5 million for the nine months ended September 30, 2016 primarily due to an increase in property taxes of $8.2 million which represents a 7.2% increase in those costs, with $3.6 million of the increase being attributable to increased California property taxes resulting from our IPO. This increase was partially offset by a $6.5 million decrease in personnel expenses due to operating efficiencies that resulted in lower personnel costs, which represents a 17.0% decrease in those costs.

Property management expense and general and administrative expense increased to $135.6 million for the nine months ended September 30, 2017 from $72.2 million for the nine months ended September 30, 2016. An increase in share-based compensation expense of $51.4 million for the nine months ended September 30, 2017, was driven by $12.0 million of vesting of Class B Units and $45.9 million of awards issued in connection with the IPO. Additionally, $8.3 million of IPO readiness costs and other IPO costs as well as $4.9 million of merger and transaction-related expenses were incurred during the nine months ended September 30, 2017.

Impairment and other expenses increased to $16.5 million for the nine months ended September 30, 2017 from $1.6 million for the nine months ended September 30, 2016 due to $16.0 million of accrued losses/damages related to Hurricane Irma.

Depreciation and amortization expense increased due to a higher average cost basis per home at September 30, 2017 compared to September 30, 2016 driven by improvements capitalized over the past 12 months.

~~Interest Expense~~

Interest expense was $182.7 million and $209.2 million for the nine months ended September 30, 2017 and 2016, respectively, a 12.6% decrease. The decrease in interest expense was due to a reduction in average debt balances outstanding, which was offset by an increase in our weighted average cost of debt by 80 bps for the nine months ended September 30,

recently formed joint ventures.

2017 compared to 2016 due to an increase in LIBOR, a fixed rate on our IH 2017-1 mortgage loan which was at a higher rate than prior year variable rate debt, and the impact of interest rate swaps. Additionally, there was an increase in the fair value mark to market adjustment of $3.7 million related to the interest rate swaps during 2017. As of September 30, 2017, we had $5,644.3 million of debt outstanding, net of deferred financing costs and discounts, compared to $7,681.0 million as of September 30, 2016, a 26.3% decrease. The decrease in debt outstanding was attributable to the $2,321.6 million payoff of our credit facilities, as well as $2,086.6 million of prepayments on our mortgage loans from cash from IPO proceeds, operations, and proceeds from home sales, net of borrowings of $1,500.0 million from the Term Loan Facility, and $996.4 million from the IH 2017-1 mortgage loan.

~~Gain on Sale of Property, Net of Tax~~

Gain on sale of property, net of tax was $28.2 million and $13.2 million for the nine months ended September 30, 2017 and 2016, respectively. Of the 1,051 homes sold during the nine months ended September 30, 2017, 454 were sold in two bulk transactions for a gain of $9.5 million. The additional 597 homes sold in the nine months ended September 30, 2017, sold for a net gain of $18.7 million. Of the 842 homes sold during the nine months ended September 30, 2016, 590 homes were sold in one bulk sale transaction for a gain of $9.4 million. The additional 252 homes sold in the nine months ended September 30, 2016 sold at a net gain of $3.8 million. The primary driver for the difference in the gain on sale between periods was the composition of homes sold during the respective periods.

Liquidity and Capital Resources

Our liquidity and capital resources as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016 included~~2021 include unrestricted cash and cash equivalents of ~~$134.4~~$467.5 million and ~~$198.1~~$610.2 million, respectively, a ~~32.1%~~23.4% decrease primarily due ~~primarily~~ to ~~repayments~~the funding of ~~certain~~acquisitions of single-family residential properties and investments in our joint ventures, offset by issuance of common stock as further described below.

In addition to our day-to-day business operations, including ongoing acquisitions of and investments in single-family residential properties, funding of commitments, and quarterly dividend and distribution payments, the following activity occurred since December 31, 2021:

•Through March 31, 2022, we sold 2,078,773 shares of our ~~indebtedness which is discussed~~common stock under our 2021 ATM Equity Program, generating net proceeds of $84.0 million. Subsequent to March 31, 2022, we issued 360,154 shares of our common stock generating net proceeds of $14.5 million in ~~further detail~~settlement of transactions in ~~“—Cash Flows.”~~place as of March 31, 2022.

•In March 2022, we entered into an agreement with Rockpoint Group, L.L.C. 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 ~~September 30, 2017~~March 31, 2022, we have not made any investment in the 2022 Rockpoint JV, and our remaining equity commitment is $50.0 million.

•In January 2022, we settled $141.5 million of the 2022 Convertible Notes through the ~~date~~issuance of ~~this filing,~~6,216,261 shares of our common stock and a cash payment of $0.3 million.

•On March 25, 2022, we priced a public offering of $600.0 million aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the ~~total~~offering and issued the related notes. On April 8, 2022, we made a voluntary prepayment of the then-outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of $1,306.8 million as of March 31, 2022, and a $395.5 million voluntary prepayment on IH 2018-2.

As of March 31, 2022, our $1,000.0 million ~~Revolving Facility~~revolving facility (the “Revolving Facility”) remains undrawn, and there are no restrictions on our ability to draw additional funds thereunder provided we remain in compliance with all covenants. We have no debt reaching final maturity until March 2025, provided all extension options are exercised.

Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and general economic conditions, as detailed in Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K.

Long-Term Debt Strategy

The following table summarizes certain information about our debt obligations as of March 31, 2022 ($ in thousands):




Debt Instruments(1)	Balance (Gross of Retained Certificates and Unamortized Discounts)		Balance (Net of Retained Certificates)		Weighted Average Interest Rate	Weighted Average Years to Maturity(2)	Amount Freely Prepayable (Gross)
Secured:
IH 2017-1(3)	$	995,145	$	939,644	4.23%	5.2	$	—
IH 2018-1(4)	566,646		538,312		L + 88 bps	2.9	566,646
IH 2018-2(4)(5)	628,601		597,169		L + 105 bps	3.2	628,601
IH 2018-3(4)(5)	204,383		194,162		L + 112 bps	3.3	204,383
IH 2018-4(4)	667,947		634,526		L + 122 bps	3.8	667,947
Secured Term Loan(6)	403,363		403,364		3.59%	9.2	—
Total secured(7)	3,466,085		$	3,307,177	3.48%	4.5	2,067,577

Unsecured:

Term Loan Facility	$	2,500,000			L + 100 bps	3.8	$	2,500,000
Revolving Facility	—				L + 89 bps	3.8	—
Unsecured Notes — May 2028	150,000				2.46%	6.2	—
Unsecured Notes — November 2028	600,000				2.30%	6.6	—
Unsecured Notes — August 2031	650,000				2.00%	9.4	—
Unsecured Notes — January 2034	400,000				2.70%	11.8	—
Unsecured Notes — May 2036	150,000				3.18%	14.2	—
Total unsecured(5)(7)	4,450,000				3.24%	6.2	2,500,000

Total debt(7)	7,916,085				3.34%	5.5	$	4,567,577
Unamortized discounts	(13,143)
Deferred financing costs, net	(47,334)
Total debt per balance sheet	7,855,608
Retained certificates	(158,908)
Cash and restricted cash, excluding security deposits and letters of credit	(511,490)
Deferred financing costs, net	47,334
Unamortized discounts	13,143
Net debt	$	7,245,687

(1)For detailed information about and definition of each of our financing arrangements see Part I. Item 1. “Financial Statements —Note 7 of Notes to Condensed Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part I. Item 1. “Financial Statements — Note 8 of Notes to Condensed Consolidated Financial Statements.”

(2)Weighted average years to maturity assumes all extension options are exercised, which are subject to certain conditions being met.

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

(4)Interest rates are based on a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of March 31, 2022, LIBOR was 0.45%.

(5)On March 25, 2022, we priced a public offering of $600,000 aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes. On a pro forma basis, this refinancing activity has the following impact to our debt structure:

a.Secured floating rate debt balance as a percentage of total debt balance decreases from 9.4% to 1.9%.

b.Total secured debt balance (before retained certificates) decreases from $3,466.1 million to $2,866.2 million.

c.Total fixed unsecured debt balance increases from $1,950.0 million to $2,550.0 million.

d.Total unsecured debt balance increases from $4,450.0 million to $5,050.0 million.

e.Weighted average years to maturity for total debt increases from 5.5 to 6.0 years.

(6)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.

(7)For secured debt, unsecured debt, and total debt, the weighted average interest rate is ~~available for any liquidity requirements.~~calculated based on LIBOR as of March 31, 2022, 0.45%, and includes the impact of interest rate swap agreements effective as of that date.

As part of our long-term debt strategy, our goal is to improve our credit ratings, and, over time, we generally intend to target a reduction in our level of net debt to approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”), a reduction in our level of secured debt to less than 20% of gross assets, and an increase in our level of unencumbered assets to greater than 70% of gross assets. To facilitate our long-term debt strategy we expect to seek to, among other things, (a) refinance a significant portion of our secured debt maturing in 2025 and 2026 (assuming all extension options are exercised) with unsecured debt, including potential unsecured bond issuances and/or (b) repay a portion of such debt. There can be no assurance that we will be successful in implementing our long-term debt strategy, improving our credit ratings, or achieving our targets in the short or medium term or at all, or that we will not change our strategy or targets in the future. Even if we do achieve our targets, we may from time to time fall outside of our target ranges; and there can be no assurance that we will continue to meet our targets. In addition, we cannot assure you that we will be able to access the capital and credit markets to obtain additional unsecured debt financing or that we will be able to obtain financing on terms favorable to us. For further discussion of risks related to our indebtedness, see Part I. Item 1A. “Risk Factors — Risks Related to Our Indebtedness,” including “Risk Factors — Risks Related to Our Indebtedness — We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations” in our Annual Report on Form 10-K.

Short-Term and Long-Term Liquidity Needs

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make ~~distributions and~~ dividend payments to our ~~equity investors~~stockholders, and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive, and other factors beyond our control. Our near-term liquidity requirements consist primarily of: ~~(i) renovating~~

•acquisition of homes currently under contract;

•renovation of newly-acquired homes; ~~(ii) funding~~

•HOA fees (as applicable), ~~real estate~~property taxes, insurance premiums, and the ongoing maintenance ~~for~~of our homes; ~~(iii)~~

•property management and general and administrative expenses;

•interest expense; ~~and (iv) payment of dividends~~

•dividend payments to our equity ~~investors. Our long-term liquidity requirements consist primarily of funds necessary~~investors; and

•required contributions to ~~pay for the acquisition of and non-recurring capital expenditures for~~ our ~~homes and principal payments on our indebtedness.~~joint ventures.

We will seek to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. We have financed our operations and acquisitions to date through cash provided by operations, capital contributions from the Pre-IPO Owners, and financing arrangements. We believe our rental income, net of ~~operating~~total expenses, will generally provide cash flow sufficient to fund ~~our~~ operations ~~and distributions~~ and dividend payments on a near-term basis. Additionally, we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the financing of one of our joint ventures. We do not expect this guarantee to have a material current or future effect on our liquidity. See Part I. Item 1. “Financial Statements — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.

However, the COVID-19 pandemic may negatively impact our operating cash flow such that we are unable to make required debt service payments, which would result in an event of default for any debt instrument under whose loan agreement such payments were not made. Specifically, the collateral within individual borrower entities may underperform, resulting in cash flow shortfalls for debt service while consolidated cash flows are sufficient to fund our operations. If an event of default occurs for a specific mortgage loan or for our secured term loan, our loan agreements provide certain remedies, including our ability to fund shortfalls from consolidated cash flow; and such an event of default would not result in an immediate acceleration of the loan.

Our real estate assets are illiquid in nature. A timely liquidation of assets may not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing ~~alternatives,~~sources, such as the Revolving ~~Facility.~~Facility, which had an undrawn balance of $1,000.0 million as of March 31, 2022.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, ~~INVH is~~we are required to distribute to ~~its shareholders~~our stockholders at least 90% of ~~its~~our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity ~~needs from our annual taxable income.~~needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.

~~We have historically utilized credit facilities, mortgage loans~~

Cash Flows

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The following table summarizes our cash flows for the three months ended March 31, 2022 and ~~warehouse loans~~2021:


	For the Three Months Ended March 31,

($ in thousands)	2022		2021		$ Change		% Change
Net cash provided by operating activities	$	235,034	$	240,588	$	(5,554)	(2.3)	%
Net cash used in investing activities	(289,226)		(122,556)		(166,670)		(136.0)	%
Net cash used in financing activities	(81,517)		(118,979)		37,462		31.5	%
Change in cash, cash equivalents, and restricted cash	$	(135,709)	$	(947)	$	(134,762)	N/M

Operating Activities

Our cash flows provided by operating activities depend on numerous factors, including the occupancy level of our homes, the rental rates achieved on our leases, the collection of rent from our Sponsor to fund acquisitions and renovation improvements. As of September 30, 2017, we have repaid all outstanding borrowings under the credit facilities, the IH1 2013-1 mortgage loan, the IH1 2014-1 mortgage loan,residents, and the ~~warehouse loans. As further described~~amount of our operating and ~~defined below, we entered into~~other expenses. Net cash provided by operating activities was $235.0 million and $240.6 million for the three months ended March 31, 2022 and 2021, respectively, a ~~New Credit Facility on February 6, 2017 which includes~~decrease of 2.3%. The decrease in cash provided by operating activities is due to the net impact of (1) a ~~$1,000.0~~net $48.3 million ~~revolving line~~use of ~~credit component that is currently undrawn~~cash between periods from changes in operating assets and liabilities, primarily due to a ~~fully drawn $1,500.0~~year over year change in the timing of property tax payments and (2) improved operational profitability, including a $43.2 million ~~term loan component. On April 28, 2017, we entered into~~increase in total revenues net of property operating and maintenance expense from period to period.

Investing Activities

Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, proceeds from property sales, and investments in our joint ventures. Net cash used in investing activities was $289.2 million and $122.6 million for the three months ended March 31, 2022 and 2021, respectively, an increase of $166.7 million. The increase in net cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the three months ended March 31, 2022 compared to the three months ended March 31, 2021: (1) an increase in cash used for the acquisition of homes; (2) a ~~$1,000.0 million FNMA Loan (as defined~~decrease in ~~“—Securitization Transactions”) and used net proceeds to repay~~

~~all obligations outstanding under the existing IH1 2014-1 mortgage loan and to make voluntary prepayments totaling $510.0 million on the IH1 2014-3 mortgage loan.~~

~~Mortgage Loans~~

As of September 30, 2017, we have completed eight securitization transactions (the “Securitizations” or the “mortgage loans”) collateralized by homes owned by the respective Invitation Homes Borrower Entities. The proceeds from the ~~mortgage loans~~sale of homes; (3) an increase in amounts deposited and held by others for acquisitions of homes; and (4) an increase in cash used for investments in joint

ventures. More specifically, acquisition spend increased $75.1 million due to an increase in the number of homes acquired from 401 during the three months ended March 31, 2021 to 518 homes acquired during the three months ended March 31, 2022 and an increase in average cost per home. Proceeds from sales of homes decreased $21.0 million from the three months ended March 31, 2021 to the three months ended March 31, 2022 due to a decrease in the number of homes sold from 248 to 141, respectively, partially offset by an increase in proceeds per home. Cash deposited and held by others increased $13.5 million during three months ended March 31, 2022 compared to the three months ended March 31, 2021 due to increased deposits made to homebuilders for the acquisition of new-build single-family residential properties. Investments in joint ventures increased $29.7 million due to increased acquisition activity in our joint ventures during three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Financing Activities

Net cash used in financing activities was $81.5 million and $119.0 million for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, issuances and sales of stock under our 2021 ATM Equity Program generated $84.0 million of net proceeds which were used primarily for acquisitions. During that period, we also made $135.4 million of dividend and distribution payments funded by cash flows from operations and proceeds from home sales. During the three months ended March 31, 2021, cash flows from operations and proceeds from home sales were used to fund ~~(i) repayments~~$97.8 million of ~~then-outstanding indebtedness, including credit facilities~~dividend and ~~prior securitization transactions, (ii) initial deposits in the reserve accounts, (iii) closing costs in connection with the~~distribution payments and to repay $13.0 million of principal on our mortgage ~~loans, (iv) general costs associated with our operations, and (v) distributions and dividends to the Pre-IPO Owners.~~loans.

Contractual Obligations

~~The following table sets forth a summary~~Our contractual obligations as of March 31, 2022, consist of the ~~mortgage loan indebtedness as of September 30, 2017 and December 31, 2016:~~following:

Outstanding Principal Balance⁽⁴⁾
($ in thousands) Maturity Date
Maturity Date if Fully Extended⁽²⁾

Rate⁽³⁾
Range of Spreads
September 30,
2017⁽⁵⁾
December 31,
2016
IH1 2013-1 N/A N/A N/A 115-365 bps $ —
$ 462,431
IH1 2014-1 N/A N/A N/A 100-375 bps —
978,231
IH1 2014-2⁽¹⁾⁽⁶⁾
September 9, 2018 September 9, 2019 3.13% 110-400 bps 703,241
710,664
IH1 2014-3⁽¹⁾⁽⁷⁾
December 9, 2017 December 9, 2019 3.56% 120-500 bps 147,323
766,753
IH2 2015-1, net⁽¹⁾⁽⁸⁾
March 9, 2018 March 9, 2020 3.60% 145-430 bps 529,443
531,318
IH2 2015-2⁽¹⁾
June 9, 2018 June 9, 2020 3.18% 135-370 bps 628,574
630,283
IH2 2015-3⁽¹⁾
August 9, 2018 August 7, 2020 3.41% 130-475 bps 1,169,048
1,184,314
IH 2017-1, net⁽⁹⁾
June 9, 2027 N/A 4.17% N/A 996,365
—
Total Securitizations 4,173,994

5,263,994
Less deferred financing costs, net (16,970 ) (9,256 )
Total $ 4,157,024
$ 5,254,738


($ in thousands)	Total		2022(1)		2023-2024		2025-2026		Thereafter
Mortgage loans(2)(3)(4)(5)	$	3,387,730	$	55,543	$	147,912	$	2,170,685	$	1,013,590
Secured Term Loan(2)(3)	536,335		10,854		28,944		28,944		467,593
Unsecured Notes(2)(3)(6)	2,380,816		34,545		92,120		92,120		2,162,031
Term Loan Facility(2)(3)(4)	2,641,368		27,729		73,709		2,539,930		—
Revolving Facility(2)(3)(4)(7)	7,789		1,528		4,061		2,200		—

Derivative instruments(8)	291,999		72,032		189,805		30,162		—
Purchase commitments(9)	124,586		124,192		394		—		—
Operating leases	13,369		3,428		6,946		2,675		320
Finance leases	5,539		2,098		3,365		76		—
Total	$	9,389,531	$	331,949	$	547,256	$	4,866,792	$	3,643,534

~~(1)~~

~~(2)~~

(1)Includes estimated payments for the remaining nine months of 2022.

(2)Includes estimated interest payments through the extended maturity date based on the principal amount outstanding as of March 31, 2022.

(3)Interest is calculated at rates in effect as of such date; for LIBOR based loans, the March 31, 2022 LIBOR, or 0.45%, is held constant until the maturity date.

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


~~(3)~~	~~For each of our first seven mortgage loans, interest rates are based on a weighted average spread to LIBOR; as of~~ ~~September 30, 2017~~ ~~LIBOR was~~ ~~1.23%. Our IH 2017-1 mortgage loan bears interest at a fixed rate of~~ ~~4.17% per annum equal to the market determined pass-through rate payable on the certificates, plus applicable servicing fees.~~


~~(4)~~	~~Outstanding Principal Balance is net of discounts and does not include capitalized deferred financing costs, net.~~


~~(5)~~	~~From October 1, 2017 to~~ ~~November 2, 2017, we made prepayments of~~ ~~$2.6 million~~ ~~on our mortgage loans related to the disposition of properties.~~


~~(6)~~	~~On October 10, 2017, we submitted a notification to request an extension of the maturity of the IH1 2014-3 mortgage loan from December 9, 2017 to December 9, 2018 upon approval.~~ ~~On November 9, 2017, the outstanding balance of IH1 2014-2 was repaid in full~~.


~~(7)~~	~~On November 9, 2017, the outstanding balance of IH1 2014-3 was repaid in full~~.


~~(8)~~	~~Net of unamortized discount of~~ ~~$0.0 million~~ ~~and~~ ~~$0.1 million~~ ~~as of~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, respectively.~~


~~(9)~~	~~Net of unamortized discount of~~ ~~$3.4 million as of September 30, 2017.~~

~~Securitization Transactions~~

IH1 2013-1: In November 2013, we completed our first securitization transaction (“IH1 2013-1”), in which 2013-1 IH Borrower L.P. (“S1 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1, executed a loan agreement with a third-party lender. The third-party lender made a six component term loan to S1 Borrower in the amount of $479.1 million. All six components of the ~~loan were sold at par.~~ remaining extension options available, which are subject to certain conditions being met. See Part I. Item 1. “Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.

(5)On ~~February 6, 2017,~~April 8, 2022, we used the net proceeds from the unsecured notes to make a voluntary prepayment of the then outstanding balance of ~~IH1 2013-1 was repaid~~IH 2018-3, which resulted in ~~full.~~

~~IH1 2014-1: In May 2014, we completed our second securitization transaction (“IH1 2014-1”), in which 2014-1 IH Borrower L.P. (“S2 Borrower”),~~ a ~~newly-formed special purpose entity and wholly owned subsidiary~~release of ~~IH1, executed a loan agreement~~the loan’s collateral of 6,366 homes with a ~~third-party lender. The third party lender made a six component term loan to S2 Borrower in the amount~~gross book value of

~~$993.7 million. All six components of the loan were sold at par. On February 6, 2017 and March 9, 2017, we made voluntary prepayments of $291.5~~ $1,306.8 million ~~and $260.0 million, respectively. On April 28, 2017, the outstanding balance of IH1 2014-1 was repaid in full.~~

IH1 2014-2: In August 2014, we completed our third securitization transaction (“IH1 2014-2”), in which 2014-2 IH Borrower L.P. (“S3 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1, executed a loan agreement with a third-party lender. The third-party lender made a term loan comprised of (1) six floating rate components and (2) one fixed rate component to S3 Borrower in the amount of $719.9 million. Of the seven loan components, the Class A, B, C, D and G certificates were sold at par; however, the Class E and F certificates were sold at a total discount of $4.0 million. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning October 9, 2014 and continuing monthly thereafter. On November 9, 2017, the outstanding balance of IH1 2014-2 was repaid in full.

IH1 2014-3: In November 2014, we completed our fourth securitization transaction (“IH1 2014-3”), in which 2014-3 IH Borrower L.P. (“S4 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH1, executed a loan agreement with a third-party lender. The third-party lender issued a term loan comprised of (1) six floating rate components and (2) one fixed rate component to S4 Borrower in the amount of $769.3 million. Of the seven components, the Class B and G certificates were sold at par; however, the Class A, C, D, E and F certificates were sold at a total discount of $7.2 million. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning December 9, 2014 and continuing monthly thereafter. On May 9, 2017 and June 9, 2017, we made voluntary prepayments of $510.0 million and $100.0 million, respectively, from the proceeds of IH 2017-1 securitization transaction and cash flows from operations. On November 9, 2017, the outstanding balance of IH1 2014-3 was repaid in full.

IH2 2015-1: In January 2015, we completed our fifth securitization transaction (“IH2 2015-1”), in which 2015-1 IH2 Borrower L.P. (“S5 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S5 Borrower in the amount of $540.9 million. Six of the seven components, the Class A, B, C, D, E, and G certificates were sold at par; however, the Class F certificates were sold at a total discount of $0.6 million. The unamortized balance of this discount is included in mortgage loans, net on our condensed consolidated balance sheets as of ~~September 30, 2017~~March 31, 2022, and ~~December 31, 2016. We are obligated to make monthly payments~~a $395.5 million voluntary prepayment on IH 2018-2.

(6)On March 25, 2022, we priced a public offering of ~~interest with the first payment being due upon the closing of the loan, and subsequent payments beginning March 9, 2015 and continuing monthly thereafter.~~

IH2 2015-2: In April 2015, we completed our sixth securitization transaction (“IH2 2015-2”), in which 2015-2 IH2 Borrower L.P. (“S6 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S6 Borrower in the amount of $636.7 million. All of the components of the loan were sold at par. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning June 9, 2015 and continuing monthly thereafter.

IH2 2015-3: In June 2015, we completed our seventh securitization transaction (“IH2 2015-3”), in which 2015-3 IH2 Borrower L.P. (“S7 Borrower”), a newly-formed special purpose entity and wholly owned subsidiary of IH2, executed a loan agreement with a third-party lender. The third-party lender made a seven component term loan to S7 Borrower in the amount of $1,194.0 million. All of the components of the loan were sold at par. We are obligated to make monthly payments of interest with the first payment being due upon the closing of the loan, and subsequent payments beginning August 7, 2015 and continuing monthly thereafter.

(7)Includes the related unused commitment fee.

(8)Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of ~~7,204 of our~~March 31, 2022, or 0.45%.

(9)Represents commitments to acquire 313 single-family rental homes. The ~~Class A certificates,~~amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 1,682 homes over the next five years. Estimated remaining commitments under these agreements total approximately $520.0 million as of March 31, 2022.

Additionally, we have commitments, which ~~benefit from Fannie Mae’s guaranty of timely payment of principal and interest, were sold at par. The Class B certificates represent a beneficial interest~~are not reflected in the most subordinate component of the FNMA Loan and were sold at a total discount of $3.6 million. The unamortized balance of this discount is included in mortgage loans, net on our condensed consolidated

~~balance sheets as of September 30, 2017. We are obligated~~table above, to make ~~monthly payments~~additional capital contributions to our joint ventures. As of ~~interest with the first payment being due upon the closing of the loan, and subsequent payments beginning June 9, 2017 and continuing monthly thereafter.~~

Concurrent with the execution of each loan agreement, the respective third-party lender sold each loan it originated with us to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities associated with the IH1 2014-2, IH1 2014-3 and IH 2017-1 securitizations are wholly owned subsidiaries of IH1, the Depositor Entities associated with the IH2 2015-1, IH2 2015-2, and IH2 2015-3 securitizations are wholly owned subsidiaries of IH2, and the Depositor Entities associated with the IH1 2013-1 and IH1 2014-1 securitizations were wholly owned by unaffiliated third parties.

~~As consideration for the transfer of each loan~~March 31, 2022, our remaining equity commitments to the ~~Trusts,~~joint ventures total $259.7 million.

LIBOR Transition

Certain securitizations, the Trusts issued certificate classes which mirror the components of the individual loan agreements (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 using the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to the Class B certificates purchased by INVH LP, and the Class G certificates purchased by IH1 and IH2.

The Trusts are structured as pass through entities that receive principal and interest 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 condensed consolidated financial statements. We have evaluated our interests in the Class B and G certificates of the Trusts and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the Class B and G certificates do not provide us with any ability to direct the activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts.

~~General Terms~~

The general terms that apply to all of the mortgage loans require us to maintain compliance with certain affirmative and negative covenants. Affirmative covenants with which we must comply include our, and certain of our affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which we, and certain of our affiliates, are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective loan agreements. Negative covenants with which we must comply include our, and certain of our affiliates’, compliance with limitations surrounding (i) the amount of our indebtedness and the nature of our investments, (ii) the execution of transactions with affiliates, (iii) the Manager, and (iv) the nature of our business activities. At September 30, 2017, and through the date our financial statements were issued, we believe we were in compliance with all affirmative and negative covenants.

~~Prepayments~~

For the mortgage loans, prepayments of amounts owed are generally not permitted by us under the terms of the respective loan agreements unless such prepayments are made pursuant to the voluntary election and 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 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 nine months ended September 30, 2017 and 2016, voluntary and mandatory prepayments totaling $2,086.6 million and $33.5 million, respectively, were made under the terms of the loan agreements.

~~New Credit Facility~~

On February 6, 2017, we entered into a loan agreement with a syndicate of banks, financial institutions and institutional lenders for a new credit facility (the “New Credit Facility”). The New Credit Facility provides $2,500.0 million of borrowing capacity and consists of a $1,000.0 million revolving facility (the “Revolving Facility”), which will mature on February 6, 2021, with a one-year extension option, and $1,500.0 million term loan facility (the “TermSecured Term Loan, Facility”), which will mature on February 6, 2022. The Revolving Facility also includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings, in each case subject to certain sublimits. The New 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 Term Loan Facility, ~~by an aggregate amount of up~~and the Revolving Facility (collectively, the “LIBOR-Based Loans”) use the one month LIBOR as a benchmark for establishing interest rates. Our derivative instruments are also indexed to ~~$1,500.0 million), subject to certain limitations. Proceeds from~~one month LIBOR. On March 5, 2021, the ~~Term Loan Facility were used to repay existing indebtedness and for general corporate purposes.~~

~~The following table sets forth a summary~~Financial Conduct Authority of the ~~new credit facility indebtedness as~~United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, announced that it would cease publication of ~~September~~the one week and two month USD LIBOR immediately after December 31, 2021 and cease publication of the remaining tenors immediately after June 30, ~~2017:~~

Outstanding Principle Balance
($ in thousands) Origination Date Maturity Date
Interest Rate⁽¹⁾
September 30,
2017
Term loan facility February 6, 2017 February 6, 2022 3.03% $ 1,500,000
Revolving facility February 6, 2017 February 6, 2021 N/A —
Total 1,500,000
Less deferred financing costs, net (12,749 )
Total $ 1,487,251


~~(1)~~	~~Interest rate for the Term Loan Facility is based on LIBOR plus an applicable margin of 1.80%; as of September 30, 2017, LIBOR was 1.23%.~~

~~Interest Rate and Fees~~

~~Borrowings under~~2023. Once one month LIBOR is phased out after June 30, 2023, the ~~New Credit Facility bear~~ interest atrates for our ~~option, at~~LIBOR-Based Loans will be based on a ~~rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or~~ comparable or successor ~~rate)~~rate as provided for in our loan agreements. Further, on March 15, 2022, the ~~interest period relevant to such borrowing or (b) a base rate determined by reference to~~Consolidated Appropriations Act of 2022, which includes the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1.00%. The margin is based on a total leverage based grid. The margin for the Revolving Facility ranges from 0.75% to 1.30%,Adjustable Interest Rate (LIBOR) Act, was signed into law in the ~~case~~United States. This legislation establishes a uniform benchmark replacement process for financial contracts that mature after June 30, 2023 which do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of ~~base~~Governors of the Federal Reserve. We will work with the counterparties to our swap and cap agreements to adjust each floating rate ~~loans, and 1.75% to 2.30%, in the case of LIBOR rate loans. The margin for the Term Loan Facility ranges from 0.70% to 1.30%, in the case of base rate loans, and 1.70% to~~

2.30%, in the case of LIBOR rate loans. In addition, the New Credit Facility provides that, upon receiving an investment grade rating on its non-credit enhanced, senior unsecured long term debt of BBB- or better from Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or Baa3 or better from Moody’s Investors Service, Inc. (an “Investment Grade Rating Event”), we may elect to convert to a ~~credit rating based pricing grid.~~

~~In addition to paying interest~~comparable or successor rate. While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse effect on ~~outstanding principal under~~our financing costs, the ~~New Credit Facility, we are required to pay a facility fee to the lenders under the Revolving Facility in respect~~ultimate outcome of ~~the unused commitments thereunder. The facility fee rate~~this change is ~~based on the daily unused amount of the Revolving Facility~~uncertain at this time, and ~~is either 0.350% or 0.200% per annum based on the unused facility amount. Upon converting to a credit rating pricing based grid, the unused facility fee will no longer apply;~~significant management time and ~~we will~~attention may be required to ~~pay a facility fee ranging from 0.125%~~transition to ~~0.300%. We are also required~~using the new benchmark rates and to ~~pay customary letter~~implement necessary changes to our financial models.

Supplemental Guarantor Information

In March 2020, the SEC adopted amendments to Rule 3-10 of ~~credit fees.~~

~~Prepayments~~Regulation S-X and ~~Amortization~~

~~No prepayment or amortization is required under the New Credit Facility. We are permitted~~created Rule 13-01 to ~~voluntarily repay amounts outstanding under the Term Loan Facility at any time without premium or penalty, subject~~simplify disclosure requirements related to certain ~~minimum amounts~~registered securities. The amendments became effective on January 4, 2021. INVH, INVH LP, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”) have filed a registration statement on Form S-3 with the ~~payment of customary “breakage” costs with respect to LIBOR loans. Once repaid, no further borrowings will be permitted under the Term Loan Facility.~~

~~General Terms~~

~~The New Credit Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will,~~SEC registering, among other ~~things, restrict, subject to certain exceptions, our ability~~securities, debt securities of INVH LP, fully and that of the Subsidiary Guarantors (as defined below) and their respective subsidiaries to (i) engage in certain mergers, consolidations or liquidations, (ii) sell, lease or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to the our fiscal year, (v) make changes in the nature of our business and our subsidiaries and (vi) incur additional indebtedness that is secured on a pari passu basis with the New Credit Facility.

The New Credit Facility also requires us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unencumbered fixed charge coverage ratio and (vi) minimum tangible net worth. If an event of default occurs, the lenders under the New Credit Facility are entitled to take various actions, including the acceleration of amounts due under the New Credit Facility and all actions permitted to be taken by a secured creditor. At September 30, 2017, and through the date our financial statements were issued, we believe we were in compliance with all affirmative and negative covenants.

~~Guarantees and Security~~

~~The obligations under the New Credit Facility are~~unconditionally guaranteed, on a joint and several basis, by ~~each of our direct and indirect domestic wholly owned subsidiaries that own, directly~~ INVH, the General Partner, and/or indirectly, unencumbered assets (the “Subsidiary Guarantors”), subject to certain exceptions. The guarantee provided by any Subsidiary Guarantor will be automatically released upon the occurrence of certain events, including if it no longer has a direct or indirect interest in an unencumbered asset or as a result of certain non-recourse refinancing transactions pursuant to which such Subsidiary Guarantor becomes contractually prohibited from providing its guaranty of the New Credit Facility. In addition, INVH may be required to provide a guarantee of the New Credit Facility under certain circumstances, including if INVH does not maintain its qualification as a REIT.

~~Credit Facilities~~

All of the then-existing credit facilities were paid in full on February 6, 2017 in connection with the closing of our IPO. The following table sets forth a summary of the outstanding principal amounts of these credit facilities as of September 30, 2017 and December 31, 2016:

Outstanding Principal Balance⁽¹⁾
($ in thousands) Origination
Date Range of Spreads September 30,
2017 December 31,
2016
IH1 2015 April 3, 2015 325 bps $ —
$ 85,492
IH2 2015 September 29, 2015 275 bps —
43,859
IH3 2013 December 19, 2013 300-425 bps —
932,583
IH4 2014 May 5, 2014 300-425 bps —
529,866
IH5 2014 December 5, 2014 275-400 bps —
564,348
IH6 2016 April 13, 2016 250-375 bps —
165,437
Total —
2,321,585
Less deferred financing costs, net —
(6,044 )
Total $ —
$ 2,315,541


~~(1)~~	~~Outstanding Principal Balance does not include capitalized deferred financing costs, net.~~

~~Certain Hedging Arrangements~~

~~Designated Hedges~~

We have entered into various interest rate swap agreements, as outlined in the table below. Each of these swaps were accounted for as non-designated hedges until January 31, 2017, when the criteria for hedge accounting were met asIH Merger Sub. As a result of the ~~Pre-IPO Transactions described in “—Overview.” At that time, we designated these swaps for hedge accounting purposes; and~~amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the ~~effective portion thereof is recorded in other comprehensive income subsequent~~parent are not required to ~~that date.~~

~~The table below summarizes our interest rate swap instruments as of September 30, 2017 ($ in thousands):~~

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income on the condensed consolidated balance sheets and is subsequently reclassified into earnings in the periodprovide separate financial statements, provided that the ~~hedged forecasted transaction affects earnings. During~~subsidiary obligor is consolidated into the ~~nine months ended September 30, 2017, such derivatives were used~~parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to ~~hedge~~certain exceptions as set forth below, the ~~variable cash flows associated with existing variable-rate interest payments. The ineffective portion~~alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of INVH LP, the ~~change in fair value~~General Partner, and IH Merger Sub have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the ~~derivatives is recognized directly in earnings. Changes in fair value related to the ineffective portion of our Designated Hedges resulted in an unrealized gain of less than $0.3 million~~summarized financial information for the ~~nine months ended September 30, 2017, which is included in interest expense~~INVH LP, the General Partner, and IH Merger Sub, because the combined assets, liabilities, and results of operations of INVH, INVH LP, the General Partner, and IH Merger Sub are not materially different than the corresponding amounts in our condensed consolidated financial statements, ~~of operations.~~

~~Non-Designated Hedges~~

~~Concurrent with entering into certain of the mortgage loan agreements, we entered into~~ and ~~maintain interest rate cap agreements with terms~~management believes such summarized financial information would be repetitive and ~~notional amounts equivalent~~would not provide incremental value to ~~the terms and amounts of the loans made by the third-party lenders~~investors.

and strike prices ranging from approximately 2.59% to 3.39% (collectively, the “Strike Prices”). To the extent that the maturity date of one or more of the loans is extended through an exercise of one or more of the 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 Strike Prices 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 counterparty and all other rights, have been pledged as additional collateral for the loans.

~~Purchase~~Share-Based Compensation Expense

All share-based compensation expense is recognized in our condensed consolidated statements of ~~Outstanding Debt~~operations as components of general and administrative expense and property management expense. We issue share-based awards to align the interests of our associates with those of our investors.

Interest Expense

Depreciation and Amortization

We recognize depreciation and amortization expense associated with our homes and other capital expenditures over the expected useful lives of the assets.

Impairment and Other

Gains (Losses) on Investments in Equity Securities, ~~or Loans~~net

Gains (losses) on investments in equity securities, net includes unrealized gains and losses resulting from mark to market adjustments and realized gains and losses recognized upon the sale of such securities.

Other, net

Other, net includes interest income and other miscellaneous income and expenses.

Gain on Sale of Property, net of tax

Gain on sale of property, net of tax consists of net gains and losses resulting from sales of our homes.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Results of Operations

Portfolio Information

As ~~market conditions warrant,~~of March 31, 2022 and 2021, we owned 82,758 and 80,330 single-family rental homes, respectively, in our total portfolio. During the three months ended March 31, 2022 and 2021, we acquired 518 and 401 homes, respectively, and sold 141 and 248 homes, respectively. During the three months ended March 31, 2022 and 2021, we owned an average of 82,571 and 80,217 single-family rental homes, respectively, in our total portfolio.

As of March 31, 2022, our Same Store portfolio consisted of 75,493 single-family rental homes.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The following table sets forth a comparison of the results of operations for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,

($ in thousands)	2022		2021		$ Change		% Change
Revenues:
Rental revenues and other property income	$	530,199	$	474,454	$	55,745	11.7	%
Joint venture management fees	2,111		771		1,340		173.8	%
Total revenues	532,310		475,225		57,085		12.0	%

Expenses:
Property operating and maintenance	182,269		168,373		13,896		8.3	%
Property management expense	20,967		15,842		5,125		32.4	%
General and administrative	17,639		16,950		689		4.1	%
Interest expense	74,389		83,406		(9,017)		(10.8)	%
Depreciation and amortization	155,796		144,501		11,295		7.8	%
Impairment and other	1,515		356		1,159		N/M
Total expenses	452,575		429,428		23,147		5.4	%

Gains (losses) on investments in equity securities, net	(3,032)		(3,140)		108		3.4	%
Other, net	594		230		364		158.3	%
Gain on sale of property, net of tax	18,026		14,484		3,542		24.5	%
Income (loss) from investments in unconsolidated joint ventures	(2,320)		351		(2,671)		N/M

Net income	$	93,003	$	57,722	$	35,281	61.1	%

Revenues

For the three months ended March 31, 2022 and 2021, total revenues were $532.3 million and $475.2 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.

occupied home and a 2,354 home increase between periods in the average number of homes owned, partially offset by a 150 bps reduction in occupancy.

Average occupancy for the three months ended March 31, 2022 and 2021 for the total portfolio was 95.8% and 97.3%, respectively. Average monthly rent per occupied home for the total portfolio for the three months ended March 31, 2022 and 2021 was $2,078 and $1,916, respectively, an 8.5% increase. For our Same Store portfolio, average occupancy was 98.1% and 98.4% for the three months ended March 31, 2022 and 2021, respectively, and average monthly rent per occupied home for the three months ended March 31, 2022 and 2021 was $2,074 and $1,915, respectively, an 8.3% increase.

The annualized turnover rate for the Same Store portfolio for the three months ended March 31, 2022 and 2021 was 18.3% and 21.5%, respectively. For the Same Store portfolio, an average home remained unoccupied for 37 and 28 days between residents for the three months ended March 31, 2022 and 2021, respectively. The increase in days to re-resident, partially offset by a decrease in turnover, directly impacted the decrease in our same store average occupancy. Our turnover rate may have been, and may continue to be, impacted by the effects of the COVID-19 pandemic (e.g., eviction moratoriums). We cannot predict how long existing eviction moratoriums will remain in place, if new eviction moratoriums will be issued and/or reinstated, or when the general effects of the pandemic will subside and how those items may affect our turnover and occupancy rates.

To monitor prospective changes in average monthly rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net of any amortized non-service concessions, to calculate net effective rental rate growth. Leases are either renewal leases, where our current resident stays for a subsequent lease term, or new leases, where our previous resident moves out and a new resident signs a lease to occupy the same home.

Renewal lease net effective rental rate growth for the total portfolio averaged 9.7% and 4.3% for the three months ended March 31, 2022 and 2021, respectively, and new lease net effective rental rate growth for the total portfolio averaged 14.7% and 8.0% for the three months ended March 31, 2022 and 2021, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 9.7% and 4.3% for the three months ended March 31, 2022 and 2021, respectively, and new lease net effective rental rate growth averaged 14.8% and 8.0% for the three months ended March 31, 2022 and 2021, respectively.

For the three months ended March 31, 2022 and 2021, joint venture management fees totaled $2.1 million and $0.8 million, respectively. These fees increased due to newly acquired homes and an increase in the number of homes generating revenues within our joint venture investments.

Expenses

For the three months ended March 31, 2022 and 2021, total expenses were $452.6 million and $429.4 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.

For the three months ended March 31, 2022, property operating and maintenance expense increased to $182.3 million from $168.4 million for the three months ended March 31, 2021. In addition to a 2,354 home increase between periods in the average number of homes owned, increases in property taxes, repairs and maintenance, utilities, and personnel and other services costs resulted in the overall 8.3% net increase in property operating and maintenance expense.

Property management expense and general and administrative expense increased to $38.6 million from $32.8 million for the three months ended March 31, 2022 and 2021, respectively. The increase is primarily due to increased property management expense, including personnel and technology costs related to expansion of our platform that provides services to both our wholly owned portfolio and our joint venture investments. To date, the COVID-19 pandemic has not had a material impact on our property management and general and administrative expenses.

Interest expense decreased from $83.4 million for the three months ended March 31, 2021 to $74.4 million for the three months ended March 31, 2022. The decrease in interest expense was primarily due to refinancing activities since March 31, 2021. Gross debt outstanding decreased by $151.5 million from March 31, 2021 to March 31, 2022. Additionally, refinancing activities resulted in a 34 bps decrease in the weighted average interest rate on our outstanding debt between the respective period ends, inclusive of a 55 bps reduction in the spread on our term loan facility as a result of achieving an investment grade rating.

Depreciation and amortization expense increased to $155.8 million for the three months ended March 31, 2022 from $144.5 million for the three months ended March 31, 2021 due to an increase in cumulative capital expenditures and an increase in the average number of homes owned during the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Impairment and other expenses were $1.5 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, impairment and other expenses were comprised of net casualty losses of $1.4 million and impairment losses of $0.1 million on our single-family residential properties. During the three months ended March 31, 2021, impairment and other expenses was primarily comprised of impairment losses of $0.4 million on our single-family residential properties. The impairment costs recognized during the three months ended March 31, 2022 and 2021 were not a direct result of the COVID-19 pandemic.

Gains (Losses) on Investments in Equity Securities, net

For the three months ended March 31, 2022, losses on investments in equity ~~investors, including our Sponsor, its affiliates,~~securities, net of $3.0 million was comprised of $1.4 million of net losses recognized on investments sold during the period and ~~members~~$1.6 million of net unrealized losses recognized since December 31, 2021 on investments held as of March 31, 2022. For the three months ended March 31, 2021, losses on investments in equity securities, net was comprised of $3.1 million of net unrealized losses recognized since December 31, 2020 on investments held as of March 31, 2021.

Other, net

The total balance of other, net is consistent for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Gain on Sale of Property, net of tax

Gain on sale of property, net of tax was $18.0 million and $14.5 million for the three months ended March 31, 2022 and 2021, respectively. The primary driver of the increase was an increase in disposition proceeds received per home between periods, offset by a decrease in the number of homes sold from 248 for the three months ended March 31, 2021 to 141 for the three months ended March 31, 2022.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Our share of equity in earnings and/or (losses) from unconsolidated joint ventures was a loss of $2.3 million for the three months ended March 31, 2022 compared to income of $0.4 million for the three months ended March 31, 2021. This change is primarily due to commencement of operations in certain of our ~~management,~~joint ventures, including a $0.5 million increase in our share of depreciation expense between periods and start up costs for recently formed joint ventures.

Liquidity and Capital Resources

Our liquidity and capital resources as of March 31, 2022 and December 31, 2021 include unrestricted cash and cash equivalents of $467.5 million and $610.2 million, respectively, a 23.4% decrease primarily due to the funding of acquisitions of single-family residential properties and investments in our joint ventures, offset by issuance of common stock as further described below.

•Through March 31, 2022, we sold 2,078,773 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $84.0 million. Subsequent to March 31, 2022, we issued 360,154 shares of our common stock generating net proceeds of $14.5 million in settlement of transactions in place as of March 31, 2022.

•In March 2022, we entered into an agreement with Rockpoint Group, L.L.C. 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 March 31, 2022, we have not made any investment in the 2022 Rockpoint JV, and our remaining equity commitment is $50.0 million.

•In January 2022, we settled $141.5 million of the 2022 Convertible Notes through the issuance of 6,216,261 shares of our common stock and a cash payment of $0.3 million.

•On March 25, 2022, we priced a public offering of $600.0 million aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes. On April 8, 2022, we made a voluntary prepayment of the then-outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of $1,306.8 million as of March 31, 2022, and a $395.5 million voluntary prepayment on IH 2018-2.

As of March 31, 2022, our $1,000.0 million revolving facility (the “Revolving Facility”) remains undrawn, and there are no restrictions on our ability to draw additional funds thereunder provided we remain in compliance with all covenants. We have no debt reaching final maturity until March 2025, provided all extension options are exercised.

Long-Term Debt Strategy

The following table summarizes certain information about our debt obligations as of March 31, 2022 ($ in thousands):




Debt Instruments(1)	Balance (Gross of Retained Certificates and Unamortized Discounts)		Balance (Net of Retained Certificates)		Weighted Average Interest Rate	Weighted Average Years to Maturity(2)	Amount Freely Prepayable (Gross)
Secured:
IH 2017-1(3)	$	995,145	$	939,644	4.23%	5.2	$	—
IH 2018-1(4)	566,646		538,312		L + 88 bps	2.9	566,646
IH 2018-2(4)(5)	628,601		597,169		L + 105 bps	3.2	628,601
IH 2018-3(4)(5)	204,383		194,162		L + 112 bps	3.3	204,383
IH 2018-4(4)	667,947		634,526		L + 122 bps	3.8	667,947
Secured Term Loan(6)	403,363		403,364		3.59%	9.2	—
Total secured(7)	3,466,085		$	3,307,177	3.48%	4.5	2,067,577

Unsecured:

Term Loan Facility	$	2,500,000			L + 100 bps	3.8	$	2,500,000
Revolving Facility	—				L + 89 bps	3.8	—
Unsecured Notes — May 2028	150,000				2.46%	6.2	—
Unsecured Notes — November 2028	600,000				2.30%	6.6	—
Unsecured Notes — August 2031	650,000				2.00%	9.4	—
Unsecured Notes — January 2034	400,000				2.70%	11.8	—
Unsecured Notes — May 2036	150,000				3.18%	14.2	—
Total unsecured(5)(7)	4,450,000				3.24%	6.2	2,500,000

Total debt(7)	7,916,085				3.34%	5.5	$	4,567,577
Unamortized discounts	(13,143)
Deferred financing costs, net	(47,334)
Total debt per balance sheet	7,855,608
Retained certificates	(158,908)
Cash and restricted cash, excluding security deposits and letters of credit	(511,490)
Deferred financing costs, net	47,334
Unamortized discounts	13,143
Net debt	$	7,245,687

(2)Weighted average years to maturity assumes all extension options are exercised, which are subject to certain conditions being met.

(3)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.

a.Secured floating rate debt balance as a percentage of total debt balance decreases from 9.4% to 1.9%.

b.Total secured debt balance (before retained certificates) decreases from $3,466.1 million to $2,866.2 million.

c.Total fixed unsecured debt balance increases from $1,950.0 million to $2,550.0 million.

d.Total unsecured debt balance increases from $4,450.0 million to $5,050.0 million.

e.Weighted average years to maturity for total debt increases from 5.5 to 6.0 years.

(7)For secured debt, unsecured debt, and total debt, the weighted average interest rate is calculated based on LIBOR as of March 31, 2022, 0.45%, and includes the impact of interest rate swap agreements effective as of that date.

As part of our long-term debt strategy, our goal is to improve our credit ratings, and, over time, we generally intend to target a reduction in our level of net debt to approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”), a reduction in our level of secured debt to less than 20% of gross assets, and an increase in our level of unencumbered assets to greater than 70% of gross assets. To facilitate our long-term debt strategy we expect to seek to, among other things, (a) refinance a significant portion of our secured debt maturing in 2025 and 2026 (assuming all extension options are exercised) with unsecured debt, including potential unsecured bond issuances and/or (b) repay a portion of such debt. There can be no assurance that we will be successful in implementing our long-term debt strategy, improving our credit ratings, or achieving our targets in the short or medium term or at all, or that we will not change our strategy or targets in the future. Even if we do achieve our targets, we may from time to time ~~seek to purchase~~fall outside of our ~~outstanding debt, including borrowings under our credit facilities~~target ranges; and ~~mortgage loans or debt securities~~there can be no assurance that we ~~may issue in~~will continue to meet our targets. In addition, we cannot assure you that we will be able to access the ~~future, in privately negotiated~~capital and credit markets to obtain additional unsecured debt financing or ~~open market transactions, by tender offer or otherwise. Subject~~that we will be able to ~~any applicable limitations contained in the agreements governing~~obtain financing on terms favorable to us. For further discussion of risks related to our indebtedness, ~~any purchases made by us~~see Part I. Item 1A. “Risk Factors — Risks Related to Our Indebtedness,” including “Risk Factors — Risks Related to Our Indebtedness — We may be ~~funded by~~unable to obtain financing through the ~~use of cash~~debt and equity markets, which would have a material adverse effect on our ~~balance sheet or the incurrence~~growth strategy and our financial condition and results of ~~new secured or unsecured debt, including borrowings under~~operations” in our ~~credit facilities~~Annual Report on Form 10-K.

Short-Term and ~~mortgage loans. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect~~Long-Term Liquidity Needs

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make dividend payments to our stockholders, and meet other general requirements of our business. Our liquidity, to a ~~substantial amount~~certain extent, is subject to general economic, financial, competitive, and other factors beyond our control. Our near-term liquidity requirements consist primarily of:

•acquisition of homes currently under contract;

•renovation of newly-acquired homes;

•HOA fees (as applicable), property taxes, insurance premiums, and the ongoing maintenance of our homes;

•property management and general and administrative expenses;

•interest expense;

•dividend payments to our equity investors; and

•required contributions to our joint ventures.

We believe our rental income, net of total expenses, will generally provide cash flow sufficient to fund operations and dividend payments on a ~~particular class~~near-term basis. Additionally, we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the financing of one of our joint ventures. We do not expect this guarantee to have a material current or ~~series~~future effect on our liquidity. See Part I. Item 1. “Financial Statements — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.

Our real estate assets are illiquid in nature. A timely liquidation of assets may not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing sources, such as the Revolving Facility, which had an undrawn balance of $1,000.0 million as of March 31, 2022.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt ~~with the attendant reduction in the trading~~and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of ~~such class or series. In addition,~~capital and amounts, if any, ~~such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in~~by which our cash flow generated from operations exceeds taxable ~~cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.~~income.

Cash Flows

~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2022 Compared to ~~Nine~~Three Months Ended ~~September 30, 2016~~March 31, 2021

The following table summarizes our cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016:~~2021:


													For the Three Months Ended March 31,
	Nine Months Ended September 30,
($ in thousands)	2017			2016			$ Change			% Change		($ in thousands)	2022		2021		$ Change		% Change
Net cash provided by operating activities	$	267,267		$	247,709		$	19,558		7.9	%	Net cash provided by operating activities	$	235,034	$	240,588	$	(5,554)	(2.3)	%
Net cash used in investing activities	(11,429		)	(298,785		)	287,356			96.2	%	Net cash used in investing activities	(289,226)		(122,556)		(166,670)		(136.0)	%
Net cash (used in) provided by financing activities	(319,516		)	50,398			(369,914		)	N/M
Change in cash and cash equivalents	$	(63,678	)	$	(678	)	$	(63,000	)	N/M
Net cash used in financing activities												Net cash used in financing activities	(81,517)		(118,979)		37,462		31.5	%
Change in cash, cash equivalents, and restricted cash												Change in cash, cash equivalents, and restricted cash	$	(135,709)	$	(947)	$	(134,762)	N/M

Operating Activities

Net cash provided by operating activities was $267.3 million and $247.7 million for the nine months ended September 30, 2017 and 2016, respectively, an increase of 7.9%. The increase was primarily driven by an increase in net operating income from $417.5 million for the nine months ended September 30, 2016 to $450.2 million for the nine months ended September 30, 2017 due to revenue growth higher than operating expense growth. Our net loss increased from $(51.6) million for the nine months ended September 30, 2016 to $(59.4) million for the nine months ended September 30, 2017, which was offset by a $51.4 million increase in share-based compensation expense. Our cash flows provided by operating activities depend on numerous factors, including the occupancy level of our homes, the rental rates achieved on our leases, the collection of rent from our residents, and the amount of our operating and other expenses. Net cash provided by operating activities was $235.0 million and $240.6 million for the three months ended March 31, 2022 and 2021, respectively, a decrease of 2.3%. The decrease in cash provided by operating activities is due to the net impact of (1) a net $48.3 million use of cash between periods from changes in operating assets and liabilities, primarily due to a year over year change in the timing of property tax payments and (2) improved operational profitability, including a $43.2 million increase in total revenues net of property operating and maintenance expense from period to period.

Investing Activities

Net cash used in investing activities consists primarily ~~consists~~ of the acquisition costs of homes, capital improvements, ~~changes in restricted cash, and~~ proceeds from property ~~sales.~~sales, and investments in our joint ventures. Net cash used in investing activities was ~~$11.4~~$289.2 million and ~~$298.8~~$122.6 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, respectively, ~~leading~~an increase of $166.7 million. The increase in net cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the three months ended March 31, 2022 compared to the three months ended March 31, 2021: (1) an increase in cash used for the acquisition of homes; (2) a decrease in proceeds from the sale of homes; (3) an increase in amounts deposited and held by others for acquisitions of homes; and (4) an increase in cash used for investments in joint

ventures. More specifically, acquisition spend increased $75.1 million due to an increase in ~~cash provided by investing activities~~the number of ~~$287.4~~homes acquired from 401 during the three months ended March 31, 2021 to 518 homes acquired during the three months ended March 31, 2022 and an increase in average cost per home. Proceeds from sales of homes decreased $21.0 million ~~between~~from the ~~periods. The increase was partially due~~three months ended March 31, 2021 to the ~~release of restricted cash in connection with the repayment of our credit facilities and the IH1 2013-1 and IH1 2014-1 mortgage loans during the~~

~~nine~~three months ended ~~September 30, 2017 resulting in an increase of $120.1 million. Additionally, there was~~March 31, 2022 due to a decrease in the number homes acquired, from 1,135 homes during the nine months ended September 30, 2016 to 620 homes during the nine months ended September 30, 2017, which resulted in $130.5 million less in acquisition, renovation and capital expenditure spend. The increase in number of homes sold ~~during 2017 of 1,051 compared~~from 248 to ~~842 homes during the nine months ended September 30, 2016 resulted in~~141, respectively, partially offset by an increase in proceeds per home. Cash deposited and held by others increased $13.5 million during three months ended March 31, 2022 compared to the ~~amount~~three months ended March 31, 2021 due to increased deposits made to homebuilders for the acquisition of ~~proceeds from sale of~~new-build single-family residential ~~properties of $45.6 million.~~properties. Investments in joint ventures increased $29.7 million due to increased acquisition activity in our joint ventures during three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Financing Activities

Net cash ~~(used in) provided by~~used in financing activities was ~~$(319.5)~~$81.5 million and ~~$50.4~~$119.0 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, or a decrease of $369.9 million. For~~2021, respectively. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022, issuances and sales of stock under our 2021 ATM Equity Program generated $84.0 million of net proceeds which were used primarily for acquisitions. During that period, we ~~received $1,692.1~~also made $135.4 million inof dividend and distribution payments funded by cash flows from operations and proceeds ~~net of underwriting discounts,~~ from ~~our IPO, while during~~home sales. During the ~~nine~~three months ended ~~September 30, 2016 equity investors contributed $138.0 million of capital. Proceeds~~March 31, 2021, cash flows from ~~our IPO, Term Loan Facility~~operations and ~~the IH 2017-1 mortgage loan of $4,188.5 million, along with~~ proceeds from home sales ~~and operating cash flows,~~ were used to ~~repay $2,321.6~~fund $97.8 million of ~~then-outstanding credit facilities~~dividend and ~~$2,086.6~~distribution payments and to repay $13.0 million of principal on our mortgage loans, including full repayment of the IH1 2013-1 and IH1 2014-1 mortgage loans, and $610.0 million on the IH1 2014-3 mortgage loan, and to fund $42.1 million of deferred financing costs associated with the Term Loan Facility and IH 2017-1 mortgage loan.loans.

~~Off-Balance Sheet Arrangements~~

~~We have no obligations, assets, or liabilities that would be considered off-balance sheet arrangements.~~

Contractual Obligations

~~We have updated our~~Our contractual obligations ~~previously provided in our Annual Report on Form 10-K for~~as of March 31, 2022, consist of the ~~year ended December 31, 2016 for material changes to our financing arrangements that occurred during the nine months ended September 30, 2017:~~following:

($ in thousands) Total
2017⁽¹⁾
2018-2019 2020-2021 Thereafter
Mortgage loans⁽²⁾
$ 4,612,759
$ 184,234
$ 3,123,257
$ 83,056
$ 1,222,212
Term loan facility⁽²⁾
1,697,739
11,456
90,900
90,900
1,504,483
Interest rate swaps⁽³⁾
216,651
15,486
123,888
74,814
2,463
Totals $ 6,527,149
$ 211,176
$ 3,338,045
$ 248,770
$ 2,729,158


($ in thousands)	Total		2022(1)		2023-2024		2025-2026		Thereafter
Mortgage loans(2)(3)(4)(5)	$	3,387,730	$	55,543	$	147,912	$	2,170,685	$	1,013,590
Secured Term Loan(2)(3)	536,335		10,854		28,944		28,944		467,593
Unsecured Notes(2)(3)(6)	2,380,816		34,545		92,120		92,120		2,162,031
Term Loan Facility(2)(3)(4)	2,641,368		27,729		73,709		2,539,930		—
Revolving Facility(2)(3)(4)(7)	7,789		1,528		4,061		2,200		—

Derivative instruments(8)	291,999		72,032		189,805		30,162		—
Purchase commitments(9)	124,586		124,192		394		—		—
Operating leases	13,369		3,428		6,946		2,675		320
Finance leases	5,539		2,098		3,365		76		—
Total	$	9,389,531	$	331,949	$	547,256	$	4,866,792	$	3,643,534


~~(1)~~	(1)Includes estimated payments ~~for the remaining three months of 2017.~~


~~(2)~~	~~Includes estimated interest payments on the respective debt based on amounts outstanding as of September 30, 2017 at rates in effect as of such date.~~


~~(3)~~	~~Gross obligation calculated using strike prices established by each instrument.~~

~~Critical Accounting Policies and Estimates~~

~~Investments in Single-Family Residential Properties~~

Upon acquisition, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Upon adoption of ASU 2017-01, our purchases of homes are treated as acquisitions and are recorded at their purchase price which is allocated between land, building and improvements, and in-place lease intangibles (when a tenant is in place at(2)Includes estimated interest payments through the ~~acquisition date) based upon their relative fair values at the~~extended maturity 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. The fair values of acquired in-place lease intangibles, if any, are based on the ~~costs~~principal amount outstanding as of March 31, 2022.

(3)Interest is calculated at rates in effect as of such date; for LIBOR based loans, the March 31, 2022 LIBOR, or 0.45%, is held constant until the maturity date.

(4)Represents the maturity date if we exercise each of the remaining extension options available, which are subject to ~~execute similar leases, including commissions and other related costs. The origination~~certain conditions being met. See Part I. Item 1. “Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.

(5)On April 8, 2022, we used the net proceeds from the unsecured notes to make a voluntary prepayment of the then outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of ~~in-place lease intangibles also includes an estimate~~$1,306.8 million as of ~~lost rent revenue at in-place rental rates during~~March 31, 2022, and a $395.5 million voluntary prepayment on IH 2018-2.

(6)On March 25, 2022, we priced a public offering of $600.0 million aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the ~~estimated time required to lease~~offering and issued the ~~property. The in-place lease intangibles are amortized over~~related notes.

(7)Includes the ~~life of the leases and are recorded in other assets, net on our condensed consolidated balance sheets.~~related unused commitment fee.

Prior to our adoption of ASU 2017-01 effective January 1, 2017, acquisition costs for transactions accounted for as business combinations were expensed in the period in which they were incurred and were reflected in other expenses in the accompanying condensed consolidated statements of operations.

~~Derivatives~~

~~We enter into~~(8)Includes interest rate swap and interest rate cap ~~agreements (collectively, “Hedging Derivatives”) for interest rate risk management purposes. We~~obligations calculated using LIBOR as of March 31, 2022, or 0.45%.

(9)Represents commitments to acquire 313 single-family rental homes. The amounts above do not ~~enter~~include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 1,682 homes over the next five years. Estimated remaining commitments under these agreements total approximately $520.0 million as of March 31, 2022.

Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of March 31, 2022, our remaining equity commitments to the joint ventures total $259.7 million.

LIBOR Transition

Certain securitizations, the Secured Term Loan, the Term Loan Facility, and the Revolving Facility (collectively, the “LIBOR-Based Loans”) use the one month LIBOR as a benchmark for establishing interest rates. Our derivative instruments are also indexed to one month LIBOR. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, announced that it would cease publication of the one week and two month USD LIBOR immediately after December 31, 2021 and cease publication of the remaining tenors immediately after June 30, 2023. Once one month LIBOR is phased out after June 30, 2023, the interest rates for our LIBOR-Based Loans will be based on a comparable or successor rate as provided for in our loan agreements. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into ~~Hedging Derivatives~~law in the United States. This legislation establishes a uniform benchmark replacement process for ~~trading~~financial contracts that mature after June 30, 2023 which do not contain clearly defined or ~~other speculative purposes,~~practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve. We will work with the counterparties to our swap and ~~all of our Hedging Derivatives are carried at fair value~~cap agreements to adjust each floating rate to a comparable or successor rate. While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse effect on our ~~condensed~~financing costs, the ultimate outcome of this change is uncertain at this time, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.

Supplemental Guarantor Information

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The amendments became effective on January 4, 2021. INVH, INVH LP, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”) have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of INVH LP, fully and unconditionally guaranteed, on a joint and several basis, by INVH, the General Partner, and/or IH Merger Sub. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated ~~balance sheets. Designated hedges are derivatives that meet~~into the ~~criteria for hedge accounting~~parent company’s consolidated financial statements, the parent guarantee is “full and ~~that~~unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of INVH LP, the General Partner, and IH Merger Sub have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have ~~elected to designate as hedges. Non-designated hedges~~excluded the summarized financial information for the INVH LP, the General Partner, and IH Merger Sub, because the combined assets, liabilities, and results of operations of INVH, INVH LP, the General Partner, and IH Merger Sub are ~~derivatives that do~~ not ~~meet~~materially different than the ~~criteria for hedge accounting or that we have not elected to designate as hedges.~~

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 on our condensed consolidated balance sheets. For Non-Designated Hedges, the related changes in fair value are reflected within interest expense in the condensed consolidated statements of operations. For Designated Hedges, the effective portion of the related changes in fair value is reported as a component of other comprehensive income (loss) on our condensed consolidated balance sheets and reclassified into earnings as interest expensecorresponding amounts in our condensed consolidated financial statements, ~~of operations when the hedged transactions affect earnings; the ineffective portion of the changes in fair~~and management believes such summarized financial information would be repetitive and would not provide incremental value is reflected directly within interest expense in the condensed consolidated statements of operations. See “—Liquidity and Capital Resources” for further discussion of derivative financial instruments.to investors.

Share-Based Compensation Expense

Prior to the IPO, we recognized share-based compensation expense for incentive compensation units granted by the Invitation Homes Partnerships (the “Class B Units”). In connection with and subsequent to the IPO, we issued restricted stock units (“RSUs”) that settle in shares of common stock and restricted shares of common stock (“RSAs”) for whichAll share-based compensation expense is ~~recognized.~~recognized in our condensed consolidated statements of operations as components of general and administrative expense and property management expense. We issue share-based awards to align the interests of our associates with those of our investors.

Interest Expense

Depreciation and Amortization

We recognize depreciation and amortization expense associated with our homes and other capital expenditures over the expected useful lives of the assets.

Impairment and Other

Gains (Losses) on Investments in Equity Securities, net

Other, net

Other, net includes interest income and other miscellaneous income and expenses.

Gain on Sale of Property, net of tax

Gain on sale of property, net of tax consists of net gains and losses resulting from sales of our homes.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Results of Operations

Portfolio Information

We believe presenting information about the portion of our total portfolio that has been fully operational for the ~~Class B Units based on~~entirety of both a given reporting period and its prior year comparison period provides investors with meaningful information about the ~~estimated fair value~~performance of our comparable homes across periods, and about trends in our organic business. To do so, we provide information regarding the performance of our Same Store portfolio.

As of March 31, 2022, our Same Store portfolio consisted of 75,493 single-family rental homes.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The following table sets forth a comparison of the ~~Class B Units~~results of operations for the three months ended March 31, 2022 and ~~vesting conditions~~2021:


	For the Three Months Ended March 31,

($ in thousands)	2022		2021		$ Change		% Change
Revenues:
Rental revenues and other property income	$	530,199	$	474,454	$	55,745	11.7	%
Joint venture management fees	2,111		771		1,340		173.8	%
Total revenues	532,310		475,225		57,085		12.0	%

Expenses:
Property operating and maintenance	182,269		168,373		13,896		8.3	%
Property management expense	20,967		15,842		5,125		32.4	%
General and administrative	17,639		16,950		689		4.1	%
Interest expense	74,389		83,406		(9,017)		(10.8)	%
Depreciation and amortization	155,796		144,501		11,295		7.8	%
Impairment and other	1,515		356		1,159		N/M
Total expenses	452,575		429,428		23,147		5.4	%

Gains (losses) on investments in equity securities, net	(3,032)		(3,140)		108		3.4	%
Other, net	594		230		364		158.3	%
Gain on sale of property, net of tax	18,026		14,484		3,542		24.5	%
Income (loss) from investments in unconsolidated joint ventures	(2,320)		351		(2,671)		N/M

Net income	$	93,003	$	57,722	$	35,281	61.1	%

Revenues

For the three months ended March 31, 2022 and 2021, total revenues were $532.3 million and $475.2 million, respectively. Set forth below is a discussion of changes in the ~~related incentive unit agreements. Since~~individual components of total revenues.

For the ~~Class B Units granted~~three months ended March 31, 2022 and 2021, total portfolio rental revenues and other property income totaled $530.2 million and $474.5 million, respectively, an increase of 11.7%, driven by ~~IH1 were granted to employees of the Manager, a wholly owned subsidiary of IH1, the related share-based compensation expense was based on the grant-date fair value of the units and recognized~~an increase in ~~expense over the service period. Because units in IH2, IH3, IH4, IH5, and IH6 were granted to non-employees of those respective partnerships, fair value was remeasured for non-vested units at~~

average monthly rent per

occupied home and a 2,354 home increase between periods in the average number of homes owned, partially offset by a 150 bps reduction in occupancy.

Average occupancy for the ~~end of each reporting period.~~ three months ended March 31, 2022 and 2021 for the total portfolio was 95.8% and 97.3%, respectively. Average monthly rent per occupied home for the total portfolio for the three months ended March 31, 2022 and 2021 was $2,078 and $1,916, respectively, an 8.5% increase. For our Same Store portfolio, average occupancy was 98.1% and 98.4% for the three months ended March 31, 2022 and 2021, respectively, and average monthly rent per occupied home for the three months ended March 31, 2022 and 2021 was $2,074 and $1,915, respectively, an 8.3% increase.

The ~~fair value~~annualized turnover rate for the Same Store portfolio for the three months ended March 31, 2022 and 2021 was 18.3% and 21.5%, respectively. For the Same Store portfolio, an average home remained unoccupied for 37 and 28 days between residents for the three months ended March 31, 2022 and 2021, respectively. The increase in days to re-resident, partially offset by a decrease in turnover, directly impacted the decrease in our same store average occupancy. Our turnover rate may have been, and may continue to be, impacted by the effects of the ~~Class B Units was determined based on~~COVID-19 pandemic (e.g., eviction moratoriums). We cannot predict how long existing eviction moratoriums will remain in place, if new eviction moratoriums will be issued and/or reinstated, or when the general effects of the pandemic will subside and how those items may affect our turnover and occupancy rates.

To monitor prospective changes in average monthly rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net of any amortized non-service concessions, to calculate net effective rental rate growth. Leases are either renewal leases, where our current resident stays for a ~~valuation model that took into account discounted cash flows~~subsequent lease term, or new leases, where our previous resident moves out and a ~~market approach based on comparable companies and transactions.~~new resident signs a lease to occupy the same home.

~~We recognize share-based compensation expense~~Renewal lease net effective rental rate growth for the ~~RSUs~~total portfolio averaged 9.7% and ~~RSAs based on their grant-date fair value,~~4.3% for the three months ended March 31, 2022 and 2021, respectively, and new lease net effective rental rate growth for the total portfolio averaged 14.7% and 8.0% for the three months ended March 31, 2022 and 2021, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 9.7% and 4.3% for the three months ended March 31, 2022 and 2021, respectively, and new lease net effective rental rate growth averaged 14.8% and 8.0% for the three months ended March 31, 2022 and 2021, respectively.

The COVID-19 pandemic has negatively impacted rental revenues and other property income since the onset of ~~expected forfeitures, over~~ the ~~service period~~pandemic in mid-March 2020 in two notable ways: (1) collection rates have decreased from ~~the grant date to vest date for each tranche or when any applicable performance conditions are met~~pre-pandemic levels which negatively impacts bad debt as a percentage of gross rental income; and (2) a significant portion of all late fees typically enforced in accordance with our lease agreements were not enforced or collected for a significant period of time. Enforcement and collections of late fees generally re-commenced in all markets where permissible beginning in the second quarter of 2021. Rental revenues and other property income for the three months ended March 31, 2022 increased compared to March 31, 2021, due to increased collections of late fees, increased utility billbacks as new leases are entered into, and enhanced ancillary revenue programs, among other things. While the effects of the COVID-19 pandemic and the ensuing jurisdictional restrictions on rental rates, late fees, collections, and evictions have decreased over time, they may continue to affect our future collection rates, ability to increase rental revenues in certain markets, and fees and other ancillary income charged to residents.

Expenses

Property management expense and general and administrative expense increased to $38.6 million from $32.8 million for the three months ended March 31, 2022 and 2021, respectively. The increase is primarily due to increased property management expense, including personnel and technology costs related ~~RSU~~to expansion of our platform that provides services to both our wholly owned portfolio and ~~RSA agreements.~~ our joint venture investments. To date, the COVID-19 pandemic has not had a material impact on our property management and general and administrative expenses.

Interest expense decreased from $83.4 million for the three months ended March 31, 2021 to $74.4 million for the three months ended March 31, 2022. The ~~grant-date fair value~~decrease in interest expense was primarily due to refinancing activities since March 31, 2021. Gross debt outstanding decreased by $151.5 million from March 31, 2021 to March 31, 2022. Additionally, refinancing activities resulted in a 34 bps decrease in the weighted average interest rate on our outstanding debt between the respective period ends, inclusive of ~~RSUs~~a 55 bps reduction in the spread on our term loan facility as a result of achieving an investment grade rating.

Depreciation and ~~RSAs~~amortization expense increased to $155.8 million for the three months ended March 31, 2022 from $144.5 million for the three months ended March 31, 2021 due to an increase in cumulative capital expenditures and an increase in the average number of homes owned during the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Gains (Losses) on Investments in Equity Securities, net

Other, net

The total balance of other, net is ~~generally based~~consistent for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Gain on Sale of Property, net of tax

Gain on sale of property, net of tax was $18.0 million and $14.5 million for the ~~closing price~~three months ended March 31, 2022 and 2021, respectively. The primary driver of the increase was an increase in disposition proceeds received per home between periods, offset by a decrease in the number of homes sold from 248 for the three months ended March 31, 2021 to 141 for the three months ended March 31, 2022.

Income (Loss) from Investments in Unconsolidated Joint Ventures

Our share of equity in earnings and/or (losses) from unconsolidated joint ventures was a loss of $2.3 million for the three months ended March 31, 2022 compared to income of $0.4 million for the three months ended March 31, 2021. This change is primarily due to commencement of operations in certain of our joint ventures, including a $0.5 million increase in our share of depreciation expense between periods and start up costs for recently formed joint ventures.

Liquidity and Capital Resources

•In March 2022, we entered into an agreement with Rockpoint Group, L.L.C. 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 March 31, 2022, we have not made any investment in the 2022 Rockpoint JV, and our remaining equity commitment is $50.0 million.

•In January 2022, we settled $141.5 million of the 2022 Convertible Notes through the issuance of 6,216,261 shares of our common stock and a cash payment of $0.3 million.

Long-Term Debt Strategy

The following table summarizes certain information about our debt obligations as of March 31, 2022 ($ in thousands):




Debt Instruments(1)	Balance (Gross of Retained Certificates and Unamortized Discounts)		Balance (Net of Retained Certificates)		Weighted Average Interest Rate	Weighted Average Years to Maturity(2)	Amount Freely Prepayable (Gross)
Secured:
IH 2017-1(3)	$	995,145	$	939,644	4.23%	5.2	$	—
IH 2018-1(4)	566,646		538,312		L + 88 bps	2.9	566,646
IH 2018-2(4)(5)	628,601		597,169		L + 105 bps	3.2	628,601
IH 2018-3(4)(5)	204,383		194,162		L + 112 bps	3.3	204,383
IH 2018-4(4)	667,947		634,526		L + 122 bps	3.8	667,947
Secured Term Loan(6)	403,363		403,364		3.59%	9.2	—
Total secured(7)	3,466,085		$	3,307,177	3.48%	4.5	2,067,577

Unsecured:

Term Loan Facility	$	2,500,000			L + 100 bps	3.8	$	2,500,000
Revolving Facility	—				L + 89 bps	3.8	—
Unsecured Notes — May 2028	150,000				2.46%	6.2	—
Unsecured Notes — November 2028	600,000				2.30%	6.6	—
Unsecured Notes — August 2031	650,000				2.00%	9.4	—
Unsecured Notes — January 2034	400,000				2.70%	11.8	—
Unsecured Notes — May 2036	150,000				3.18%	14.2	—
Total unsecured(5)(7)	4,450,000				3.24%	6.2	2,500,000

Total debt(7)	7,916,085				3.34%	5.5	$	4,567,577
Unamortized discounts	(13,143)
Deferred financing costs, net	(47,334)
Total debt per balance sheet	7,855,608
Retained certificates	(158,908)
Cash and restricted cash, excluding security deposits and letters of credit	(511,490)
Deferred financing costs, net	47,334
Unamortized discounts	13,143
Net debt	$	7,245,687

(2)Weighted average years to maturity assumes all extension options are exercised, which are subject to certain conditions being met.

(3)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 ~~grant date except for market based RSU grant‑date fair values which~~certificates including applicable servicing fees.

(4)Interest rates are based on ~~Monte-Carlo option pricing models.~~a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of March 31, 2022, LIBOR was 0.45%.

~~Additional compensation expense~~

a.Secured floating rate debt balance as a percentage of total debt balance decreases from 9.4% to 1.9%.

b.Total secured debt balance (before retained certificates) decreases from $3,466.1 million to $2,866.2 million.

c.Total fixed unsecured debt balance increases from $1,950.0 million to $2,550.0 million.

d.Total unsecured debt balance increases from $4,450.0 million to $5,050.0 million.

e.Weighted average years to maturity for total debt increases from 5.5 to 6.0 years.

(7)For secured debt, unsecured debt, and total debt, the weighted average interest rate is ~~recognized~~calculated based on LIBOR as of March 31, 2022, 0.45%, and includes the impact of interest rate swap agreements effective as of that date.

As part of our long-term debt strategy, our goal is to improve our credit ratings, and, over time, we generally intend to target a reduction in our level of net debt to approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”), a reduction in our level of secured debt to less than 20% of gross assets, and an increase in our level of unencumbered assets to greater than 70% of gross assets. To facilitate our long-term debt strategy we expect to seek to, among other things, (a) refinance a significant portion of our secured debt maturing in 2025 and 2026 (assuming all extension options are exercised) with unsecured debt, including potential unsecured bond issuances and/or (b) repay a portion of such debt. There can be no assurance that we will be successful in implementing our long-term debt strategy, improving our credit ratings, or achieving our targets in the short or medium term or at all, or that we will not change our strategy or targets in the future. Even if ~~modifications~~we do achieve our targets, we may from time to ~~existing incentive compensation unit, RSU,~~time fall outside of our target ranges; and there can be no assurance that we will continue to meet our targets. In addition, we cannot assure you that we will be able to access the capital and credit markets to obtain additional unsecured debt financing or ~~RSA agreements~~that we will be able to obtain financing on terms favorable to us. For further discussion of risks related to our indebtedness, see Part I. Item 1A. “Risk Factors — Risks Related to Our Indebtedness,” including “Risk Factors — Risks Related to Our Indebtedness — We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations” in our Annual Report on Form 10-K.

Short-Term and Long-Term Liquidity Needs

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make dividend payments to our stockholders, and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive, and other factors beyond our control. Our near-term liquidity requirements consist primarily of:

•acquisition of homes currently under contract;

•renovation of newly-acquired homes;

•HOA fees (as applicable), property taxes, insurance premiums, and the ongoing maintenance of our homes;

•property management and general and administrative expenses;

•interest expense;

•dividend payments to our equity investors; and

•required contributions to our joint ventures.

We believe our rental income, net of total expenses, will generally provide cash flow sufficient to fund operations and dividend payments on a near-term basis. Additionally, we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the financing of one of our joint ventures. We do not expect this guarantee to have a material current or future effect on our liquidity. See Part I. Item 1. “Financial Statements — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.

Our real estate assets are illiquid in nature. A timely liquidation of assets may not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing sources, such as the Revolving Facility, which had an undrawn balance of $1,000.0 million as of March 31, 2022.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.

Cash Flows

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

The following table summarizes our cash flows for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,

($ in thousands)	2022		2021		$ Change		% Change
Net cash provided by operating activities	$	235,034	$	240,588	$	(5,554)	(2.3)	%
Net cash used in investing activities	(289,226)		(122,556)		(166,670)		(136.0)	%
Net cash used in financing activities	(81,517)		(118,979)		37,462		31.5	%
Change in cash, cash equivalents, and restricted cash	$	(135,709)	$	(947)	$	(134,762)	N/M

Operating Activities

Our cash flows provided by operating activities depend on numerous factors, including the occupancy level of our homes, the rental rates achieved on our leases, the collection of rent from our residents, and the amount of our operating and other expenses. Net cash provided by operating activities was $235.0 million and $240.6 million for the three months ended March 31, 2022 and 2021, respectively, a decrease of 2.3%. The decrease in cash provided by operating activities is due to the net impact of (1) a net $48.3 million use of cash between periods from changes in operating assets and liabilities, primarily due to a year over year change in the timing of property tax payments and (2) improved operational profitability, including a $43.2 million increase in total revenues net of property operating and maintenance expense from period to period.

Investing Activities

Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, proceeds from property sales, and investments in our joint ventures. Net cash used in investing activities was $289.2 million and $122.6 million for the three months ended March 31, 2022 and 2021, respectively, an increase of $166.7 million. The increase in net cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the three months ended March 31, 2022 compared to the three months ended March 31, 2021: (1) an increase in cash used for the acquisition of homes; (2) a decrease in proceeds from the sale of homes; (3) an increase in amounts deposited and held by others for acquisitions of homes; and (4) an increase in cash used for investments in joint

ventures. More specifically, acquisition spend increased $75.1 million due to an increase in the ~~post-modification fair~~number of homes acquired from 401 during the three months ended March 31, 2021 to 518 homes acquired during the three months ended March 31, 2022 and an increase in average cost per home. Proceeds from sales of homes decreased $21.0 million from the three months ended March 31, 2021 to the three months ended March 31, 2022 due to a decrease in the number of homes sold from 248 to 141, respectively, partially offset by an increase in proceeds per home. Cash deposited and held by others increased $13.5 million during three months ended March 31, 2022 compared to the three months ended March 31, 2021 due to increased deposits made to homebuilders for the acquisition of new-build single-family residential properties. Investments in joint ventures increased $29.7 million due to increased acquisition activity in our joint ventures during three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Financing Activities

Contractual Obligations

Our contractual obligations as of March 31, 2022, consist of the following:


($ in thousands)	Total		2022(1)		2023-2024		2025-2026		Thereafter
Mortgage loans(2)(3)(4)(5)	$	3,387,730	$	55,543	$	147,912	$	2,170,685	$	1,013,590
Secured Term Loan(2)(3)	536,335		10,854		28,944		28,944		467,593
Unsecured Notes(2)(3)(6)	2,380,816		34,545		92,120		92,120		2,162,031
Term Loan Facility(2)(3)(4)	2,641,368		27,729		73,709		2,539,930		—
Revolving Facility(2)(3)(4)(7)	7,789		1,528		4,061		2,200		—

Derivative instruments(8)	291,999		72,032		189,805		30,162		—
Purchase commitments(9)	124,586		124,192		394		—		—
Operating leases	13,369		3,428		6,946		2,675		320
Finance leases	5,539		2,098		3,365		76		—
Total	$	9,389,531	$	331,949	$	547,256	$	4,866,792	$	3,643,534

(1)Includes estimated payments for the remaining nine months of 2022.

(2)Includes estimated interest payments through the extended maturity date based on the principal amount outstanding as of March 31, 2022.

(3)Interest is calculated at rates in effect as of such date; for LIBOR based loans, the March 31, 2022 LIBOR, or 0.45%, is held constant until the maturity date.

(4)Represents the maturity date if we exercise each of the remaining extension options available, which are subject to certain conditions being met. See Part I. Item 1. “Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.

(5)On April 8, 2022, we used the net proceeds from the unsecured notes to make a voluntary prepayment of the then outstanding balance of IH 2018-3, which resulted in a release of the loan’s collateral of 6,366 homes with a gross book value of $1,306.8 million as of March 31, 2022, and a $395.5 million voluntary prepayment on IH 2018-2.

(7)Includes the related unused commitment fee.

(8)Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of March 31, 2022, or 0.45%.

(9)Represents commitments to acquire 313 single-family rental homes. The amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 1,682 homes over the next five years. Estimated remaining commitments under these agreements total approximately $520.0 million as of March 31, 2022.

LIBOR Transition

Certain securitizations, the Secured Term Loan, the Term Loan Facility, and the Revolving Facility (collectively, the “LIBOR-Based Loans”) use the one month LIBOR as a benchmark for establishing interest rates. Our derivative instruments are also indexed to one month LIBOR. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, announced that ~~exceeds their pre-modification fair value.~~it would cease publication of the one week and two month USD LIBOR immediately after December 31, 2021 and cease publication of the remaining tenors immediately after June 30, 2023. Once one month LIBOR is phased out after June 30, 2023, the interest rates for our LIBOR-Based Loans will be based on a comparable or successor rate as provided for in our loan agreements. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the United States. This legislation establishes a uniform benchmark replacement process for financial contracts that mature after June 30, 2023 which do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve. We will work with the counterparties to our swap and cap agreements to adjust each floating rate to a comparable or successor rate. While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse effect on our financing costs, the ultimate outcome of this change is uncertain at this time, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.

Supplemental Guarantor Information

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The amendments became effective on January 4, 2021. INVH, INVH LP, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”) have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of INVH LP, fully and unconditionally guaranteed, on a joint and several basis, by INVH, the General Partner, and/or IH Merger Sub. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of INVH LP, the General Partner, and IH Merger Sub have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the INVH LP, the General Partner, and IH Merger Sub, because the combined assets, liabilities, and results of operations of INVH, INVH LP, the General Partner, and IH Merger Sub are not materially different than the corresponding amounts in our condensed consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Purchase of Outstanding Debt Securities or Loans

As market conditions warrant, we may from time to time seek to purchase our outstanding debt or debt securities that we may issue in the future, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our condensed consolidated balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our Credit Facility. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of

debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for United States federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.

Critical Accounting Policies and Estimates

Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that our critical accounting policies pertain to our investments in single-family residential properties, including acquisition of real estate assets, related cost capitalization, provisions for impairment, and single-family residential properties held for sale. These critical policies and estimates are summarized in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K. We periodically evaluate the appropriateness of our accounting policies in accordance with authoritative guidance. Based on a 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 January 1, 2022. There were no additional material changes to our critical accounting policies during the three months ended March 31, 2022.

For a discussion of recently adopted accounting standards, if any, see Part I. Item 1. “Financial Statements — Note 2 of Notes to Condensed Consolidated Financial Statements.”

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~~Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer.

Under the ~~provision~~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, including single-family homes in planned unit developments.~~properties. The CODM evaluates operating performance and allocates resources on a total portfolio basis. The CODM utilizes ~~net operating income~~NOI as the primary measure to evaluate performance of the total portfolio. The aggregation of individual homes constitutes the total portfolio. Decisions regarding acquisitions and dispositions of homes are made at the individual home ~~level.~~level with a focus on accretive growth in high-growth locations where we have greater scale and density.

Non-GAAP Measures

EBITDA, EBITDAre, and Adjusted EBITDAre

EBITDA, EBITDAre, and Adjusted EBITDA

~~EBITDA and Adjusted EBITDA~~re are supplemental, non-GAAP measures often utilized to evaluate the performance of real estate companies. We define EBITDA as net income ~~(loss)~~or loss computed in accordance with ~~accounting principles generally accepted in the United States (“GAAP”)~~GAAP before the following items: interest expense; income tax expense; ~~and~~ depreciation and ~~amortization.~~ amortization; and adjustments for unconsolidated joint ventures. The National Association of Real Estate Investment Trusts (“Nareit”) recommends as a best practice that REITs that report an EBITDA performance measure also report EBITDAre. Consistent with the Nareit definition, we define EBITDAre as EBITDA, further adjusted for the following: gain on sale of property, net of tax; impairment on depreciated real estate investments; and adjustments for unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; ~~IPO related expenses, impairment~~severance; casualty (gains) losses, net; (gains) losses on investments in equity securities, net; and ~~other; acquisition costs; gain (loss) on sale of property, net of tax; and interest income and~~ other ~~miscellaneous~~ income and expenses. EBITDA, EBITDAre, and Adjusted EBITDAre are used as supplemental financial performance measures by management and by external users of our financial statements, such as investors and commercial banks. Set forth below is additional detail on how management uses EBITDA, EBITDAre, and Adjusted EBITDAre as measures of performance.

Our management uses EBITDA, EBITDAre, and Adjusted EBITDAre in a number of ways to assess our condensed consolidated financial and operating performance, and we believe these measures are helpful to management and external users in identifying trends in our performance. EBITDA, EBITDAre, and Adjusted EBITDAre help management identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance, while neutralizing the impact of capital structure on results. Accordingly, we believe these metrics measure our financial performance based on operational factors that management can impact in the short-term, namely our cost structure and expenses.

We believe that the presentation of EBITDA, EBITDAre, and Adjusted EBITDAre provides information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to EBITDA, EBITDAre, and Adjusted EBITDAre is net income or loss. EBITDA, EBITDAre, and Adjusted EBITDAre are not used as measures of our liquidity and should not be considered alternatives to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our EBITDA, EBITDAre, and Adjusted EBITDAre may not be comparable to the EBITDA, EBITDAre, and Adjusted EBITDAre of other companies due to the fact that not all companies use the same definitions of EBITDA, EBITDAre, and Adjusted ~~EBITDA.~~EBITDAre. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other companies.

The following table presents a reconciliation of ~~GAAP~~ net income ~~(loss)~~(as determined in accordance with GAAP) to EBITDA, EBITDAre, and Adjusted EBITDA ~~on a historical basis~~re for each of the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2017 2016 2017 2016
Net loss available to common shareholders $ (22,745 ) $ (21,949 ) $ (59,716 ) $ (51,590 )
Net loss available to participating securities 235
—
344
—
Interest expense 56,796
68,365
182,726
209,165
Depreciation and amortization 67,466
66,480
202,558
198,261
EBITDA 101,752

112,896

325,912

355,836
Share-based compensation expense⁽¹⁾
12,004
4,711
64,464
13,023
IPO related expenses —
4,081
8,287
4,081
Merger and transaction-related 4,944
—
4,944
—
Impairment and other⁽²⁾
14,572
1,279
16,482
1,642
Acquisition costs —
—
—
42
Gain on sale of property, net of tax (3,756 ) (2,966 ) (28,239 ) (13,178 )
Other, net⁽³⁾
(613 ) 1,057
482
983
Adjusted EBITDA $ 128,903

$ 121,058

$ 392,332

$ 362,429


	For the Three Months Ended March 31,

($ in thousands)	2022		2021
Net income available to common stockholders	$	92,395	$	57,272
Net income available to participating securities	220		95
Non-controlling interests	388		355
Interest expense	74,389		83,406
Interest expense in unconsolidated joint ventures	592		74
Depreciation and amortization	155,796		144,501
Depreciation and amortization of investments in unconsolidated joint ventures	638		104
EBITDA	324,418		285,807
Gain on sale of property, net of tax	(18,026)		(14,484)
Impairment on depreciated real estate investments	101		431
Net gain on sale of investments in unconsolidated joint ventures	(130)		(336)
EBITDAre	306,363		271,418
Share-based compensation expense(1)	6,646		5,814
Severance	18		114
Casualty (gains) losses, net	1,414		(75)
Losses on investments in equity securities, net	3,032		3,140
Other, net(2)	(594)		(230)
Adjusted EBITDAre	$	316,879	$	280,181

~~(1)~~

For the three months ended September 30, 2017 and 2016, $9,309 and $4,665 was recorded in general and administrative expense, respectively, and $2,695 and $46 was recorded in property management expense, respectively. For the nine months ended September 30, 2017 and 2016, $56,460 and $12,724 was recorded in general and administrative expense, respectively, and $8,004 and $299 was recorded in property management expense, respectively.

~~(2)~~

~~Includes accrual of~~ ~~$16,000~~ ~~for losses/damages related to Hurricane Irma for the three and nine months ended~~ ~~September 30, 2017.~~

(1)For the three months ended March 31, 2022 and 2021, $1,426 and $1,174 was recorded in property management expense, respectively, and $5,220 and $4,640 was recorded in general and administrative expense, respectively.

(2)Includes interest income and other miscellaneous income and expenses.


~~(3)~~	~~Includes interest income and other miscellaneous income and expenses.~~

Net Operating Income ~~(“NOI”)~~

NOI is a non-GAAP measure often used to evaluate the performance of real estate companies. We define NOI for an identified population of homes as rental revenues and other property income less property operating and maintenance expense (which consists primarily of property taxes, insurance, HOA fees (when applicable), market-level personnel expenses, utility expenses, repairs and maintenance, ~~leasing costs~~ and ~~marketing)~~property administration). NOI excludes: interest expense; depreciation and amortization; property management expense; general and administrative expense; ~~property management expense;~~ impairment and other; ~~acquisition costs; (gain) loss~~gain on sale of property, net of tax; ~~and interest~~(gains) losses on investments in equity securities, net; other income and ~~other miscellaneous~~expenses; joint venture management fees; and income ~~and expenses.~~(loss) from investments in unconsolidated joint ventures.

We consider NOI to be a meaningful supplemental financial measure of our performance when considered with the financial statements determined in accordance with GAAP. We believe NOI is helpful to investors in understanding the core performance of our real estate operations. The GAAP measure most directly comparable to NOI is net income or loss. NOI is not used as a measure of liquidity and should not be considered as an alternative to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our NOI may not be comparable to the NOI of other companies due to the fact that not all companies use the same definition of NOI. Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other companies.

We believe that Same Store NOI is also a meaningful supplemental measure of our operating performance for the same reasons as NOI and is further helpful to investors as it provides a more consistent measurement of our performance across reporting periods by reflecting NOI for homes in our Same Store portfolio.

The following table presents a reconciliation of ~~GAAP~~ net income ~~(loss)~~(as determined in accordance with GAAP) to NOI for our total portfolio and NOI for our Same Store portfolio ~~on a historical basis~~ for each of the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2017 2016 2017 2016
Net loss available to common shareholders $ (22,745 ) $ (21,949 ) $ (59,716 ) $ (51,590 )
Net loss available to participating securities 235
—
344
—
Interest expense 56,796
68,365
182,726
209,165
Depreciation and amortization 67,466
66,480
202,558
198,261
General and administrative⁽¹⁾
27,462
18,811
104,154
49,579
Property management expense⁽²⁾
10,852
7,715
31,436
22,638
Impairment and other⁽³⁾
14,572
1,279
16,482
1,642
Acquisition costs —
—
—
42
Gain on sale of property, net of tax (3,756 ) (2,966 ) (28,239 ) (13,178 )
Other, net⁽⁴⁾
(613 ) 1,057
482
983
NOI (total portfolio) 150,269
138,792
450,227
417,542
Non-Same Store NOI (14,500 ) (13,183 ) (42,562 ) (35,652 )
NOI (Same Store portfolio)⁽⁵⁾
$ 135,769
$ 125,609
$ 407,665
$ 381,890


	For the Three Months Ended March 31,

($ in thousands)	2022		2021
Net income available to common stockholders	$	92,395	$	57,272
Net income available to participating securities	220		95
Non-controlling interests	388		355
Interest expense	74,389		83,406
Depreciation and amortization	155,796		144,501
Property management expense(1)	20,967		15,842
General and administrative(2)	17,639		16,950
Impairment and other	1,515		356
Gain on sale of property, net of tax	(18,026)		(14,484)
Losses on investments in equity securities, net	3,032		3,140
Other, net(3)	(594)		(230)
Joint venture management fees	(2,111)		(771)
(Income) loss from investments in unconsolidated joint ventures	2,320		(351)
NOI (total portfolio)	347,930		306,081
Non-Same Store NOI	(22,151)		(14,511)
NOI (Same Store portfolio)(4)	$	325,779	$	291,570


~~(1)~~	Includes $9,309 and $4,665 of share-based compensation expense for the three months ended September 30, 2017 and 2016, respectively. Includes $56,460 and $12,724 of share-based compensation expense for the nine months ended September 30, 2017 and 2016, respectively.


~~(2)~~	Includes $2,695 and $46 of share-based compensation expense for the three months ended September 30, 2017 and 2016, respectively. Includes $8,004 and $299 of share-based compensation expense for the nine months ended September 30, 2017 and 2016, respectively.

~~(3)~~

~~Includes accrual of~~ ~~$16,000~~ ~~for losses/damages related to Hurricane Irma for the three and nine months ended~~ ~~September 30, 2017.~~

(1)Includes $1,426 and $1,174 of share-based compensation expense for the three months ended March 31, 2022 and 2021, respectively.

(2)Includes $5,220 and $4,640 of share-based compensation expense for the three months ended March 31, 2022 and 2021, respectively.

(3)Includes interest income and other miscellaneous income and expenses.

(4)The Same Store portfolio totaled 75,493 homes for the three months ended March 31, 2022 and 2021.


~~(4)~~	~~Includes interest income and other miscellaneous income and expenses.~~


~~(5)~~	~~Same Store (consisting of homes which had commenced their initial post-renovation lease prior to October 3rd of the year prior to the first year of the comparison period) homes are 42,795.~~

Funds from Operations, ~~(“FFO”),~~ Core Funds from Operations, and Adjusted Funds from Operations

~~FFO,~~Funds From Operations (“FFO”), Core FFO, and Adjusted FFO are supplemental, non-GAAP measures often utilized to evaluate the performance of real estate companies. FFO is defined by ~~the National Association of Real Estate Investment Trusts~~Nareit as net income or loss (computed in accordance with GAAP) excluding ~~net~~ gains or losses from sales of previously depreciated real estate assets, plus depreciation, amortization and impairment of real estate assets, and adjustments for unconsolidated ~~partnerships and~~ joint ventures.

We believe that FFO is a meaningful supplemental measure of the operating performance of our business because historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation and amortization. Because real estate values have historically risen or fallen with market conditions, management considers FFO an appropriate supplemental performance measure as it excludes historical cost depreciation and amortization, impairment on depreciated real estate investments, ~~as well as~~ gains or losses related to sales of previously depreciated homes, as well non-controlling interests, from ~~GAAP~~ net income or ~~loss.~~loss (computed in accordance with GAAP). By excluding depreciation and amortization and gains or losses on sales of real estate, management uses FFO to measure returns on its investments in homes. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the homes that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of the homes, all of which have real economic effect and could materially affect our results from operations, the utility of FFO as a measure of our performance is limited.

Management also believes that FFO, combined with the required GAAP presentations, is useful to investors in providing more meaningful comparisons of the operating performance of a company’s real estate between periods or as compared to other companies. The GAAP measure most directly comparable to FFO is net income or loss. FFO is not used as a measure of our liquidity and should not be considered an alternative to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our FFO may not be comparable to the FFO of other companies due to the fact that not all companies use the same definition of FFO. Accordingly, there can be no assurance that our basis for computing this non-GAAP measures is comparable with that of other companies.

We believe that Core FFO and Adjusted FFO are also meaningful supplemental measures of our operating performance for the same reasons as FFO and are further helpful to investors as they ~~provides~~provide a more consistent measurement of our performance across reporting periods by removing the impact of certain items that are not comparable from period to period. We define Core FFO as FFO adjusted for ~~noncash~~the following: non-cash interest expense related to amortization of deferred financing costs, loan discounts, and ~~discounts related to our financing arrangements, noncash~~non-cash interest expense ~~for derivatives,~~from derivatives; share-based compensation ~~expense, IPO related expenses,~~expense; severance ~~expenses,~~expense; casualty (gains) losses, ~~net,~~net; and ~~acquisition costs,~~(gains) losses on investments in equity securities, net, as applicable. We define Adjusted FFO as Core FFO less recurring capital expenditures, including adjustments for unconsolidated joint ventures, that are necessary to help preserve the value, of and maintain the functionality, of our homes. The GAAP measure most directly comparable to Core FFO and Adjusted FFO is net income or loss. Core FFO and Adjusted FFO are not used as measures of our liquidity and should not be considered alternatives to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our Core FFO and Adjusted FFO may not be comparable to the Core FFO and Adjusted FFO of other companies due to the fact that not all companies use the same definition of Core FFO and Adjusted FFO. No adjustments were made to the Core FFO and Adjusted FFO per common share — diluted computations for potential shares of common stock related to the Convertible Senior Notes. Accordingly, there can be no assurance that our basis for computing this non-GAAP measures is comparable with that of other companies.

The following table presents a reconciliation of ~~GAAP~~ net income ~~(loss)~~(as determined in accordance with GAAP) to FFO, Core FFO, and Adjusted FFO ~~on a historical basis~~ for each of the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except share and per share data) 2017 2016 2017 2016
Net loss available to common shareholders $ (22,745 ) $ (21,949 ) $ (59,716 ) $ (51,590 )
Add (deduct) adjustments from net loss available to common shareholders to derive FFO:
Net loss available to participating securities 235
—
344
—
Depreciation and amortization on real estate assets 66,671
65,446
200,023
194,630
Impairment on depreciated real estate investments 424
1,076
1,556
1,595
Net gain on sale of previously depreciated investments in real estate (3,756 ) (2,966 ) (28,239 ) (13,178 )
FFO 40,829
41,607
113,968
131,457
Noncash interest expense related to amortization of deferred financing costs, mortgage loan discounts and noncash interest expense from derivatives 3,473
11,665
23,744
41,481
Share-based compensation expense⁽¹⁾
12,004
4,711
64,464
13,023
IPO related expenses —
4,081
8,287
4,081
Merger and transaction-related 4,944
—
4,944
—
Severance expense (20 ) 377
417
2,285
Casualty losses, net⁽²⁾
14,148
203
14,926
47
Acquisition costs —
—
—
42
Core FFO 75,378
62,644
230,750
192,416
Recurring capital expenditures (13,391 ) (14,324 ) (34,225 ) (37,231 )
Adjusted FFO $ 61,987
$ 48,320
$ 196,525
$ 155,185

Three Months Ended September 30,
2017 February 1, 2017
through
September 30,
2017
Weighted average common shares outstanding — diluted⁽³⁾
311,559,780
311,674,226

FFO per common share – diluted $ 0.13
$ 0.37

Core FFO per common share – diluted $ 0.24
$ 0.74

AFFO per common share – diluted $ 0.20
$ 0.63


	For the Three Months Ended March 31,

(in thousands, except shares and per share data)	2022		2021
Net income available to common stockholders	$	92,395	$	57,272
Add (deduct) adjustments from net income to derive FFO:
Net income available to participating securities	220		95
Non-controlling interests	388		355
Depreciation and amortization on real estate assets	153,640		142,784
Impairment on depreciated real estate investments	101		431
Net gain on sale of previously depreciated investments in real estate	(18,026)		(14,484)
Depreciation and net gain on sale of investments in unconsolidated joint ventures	500		(232)
FFO	229,218		186,221
Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives, including our share from unconsolidated joint ventures	6,470		8,618
Share-based compensation expense(1)	6,646		5,814
Severance expense	18		114
Casualty (gains) losses, net	1,414		(75)
Losses on investments in equity securities, net	3,032		3,140
Core FFO	246,798		203,832
Recurring capital expenditures, including our share from unconsolidated joint ventures	(32,830)		(24,475)
Adjusted FFO	$	213,968	$	179,357

Net income available to common stockholders
Weighted average common shares outstanding — diluted(2)(3)(4)	607,908,398		568,826,104

Net income per common share — diluted(2)(3)(4)	$	0.15	$	0.10

FFO
Numerator for FFO per common share — diluted(2)	$	229,218	190,565
Weighted average common shares and OP Units outstanding — diluted(2)(3)(4)	610,704,093		587,813,663

FFO per common share — diluted(2)(3)(4)	$	0.38	$	0.32

Core FFO and Adjusted FFO
Weighted average common shares and OP Units outstanding — diluted(2)(3)(4)	610,704,093		572,667,335

Core FFO per common share — diluted(2)(3)(4)	$	0.40	$	0.36
AFFO per common share — diluted(2)(3)(4)	$	0.35	$	0.31

~~(1)~~


~~(2)~~	~~Includes accrual of~~ ~~$16,000~~ ~~for losses/damages related to Hurricane Irma for the three and nine months ended~~ ~~September 30, 2017.~~


~~(3)~~	~~Weighted average common shares outstanding – diluted was calculated using the two-class method and represents common share equivalents that are dilutive for FFO, Core FFO, and AFFO.~~

(2)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. For the three months ended March 31, 2022, the shares of common stock issued with respect to this settlement are included within all net income, FFO, Core FFO, and AFFO per common share calculations subsequent to the conversion date.

For the three months ended March 31, 2021, the numerator for FFO per common share — diluted is adjusted for $4,344 of interest expense for the 2022 Convertible Notes, including non-cash amortization of discounts. For the three months ended March 31, 2021, the denominator is adjusted for 15,146,328 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes. For the three months ended March 31, 2021, no such adjustments were made to Core FFO and AFFO per common share —diluted.

(3)Incremental shares attributed to non-vested share-based awards totaling 1,498,173 and 1,450,602 for the three months ended March 31, 2022 and 2021, respectively, are included in weighted average common shares outstanding in the calculation of net income per common share — diluted. For the computations of FFO, Core FFO, and AFFO per common share — diluted, common share equivalents of 1,755,583 and 1,828,548 for the three months ended March 31, 2022 and 2021, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.

(4)Vested units of partnership interests in INVH LP (“OP Units”) have been excluded from the computation of net income per common share — diluted for the periods above because all net income attributable to the vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders. Weighted average vested OP Units of 2,538,285 and 3,463,285 for the three months ended March 31, 2022 and 2021, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows, and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in interest rates, seasonality, market prices, commodity prices, and inflation. The primary market risks to which we are exposed are interest rate risk and seasonality. We may in the future use derivative financial instruments to manage, or hedge, interest rate risks related to any borrowings we may have. We may enter into such contracts only with major financial institutions based on their credit ratings and other factors. Our exposure to market risk has not materially changed from what we previously disclosed in Part II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 except as noted below.

Interest Rate Risk

A primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under ~~our credit facilities.~~the Credit Facility. In addition, decreases in interest rates may lead to additional competition for the acquisition of single-family homes, which may lead to future acquisitions being more costly and resulting in lower yields on single-family homes targeted for acquisition. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to increase rents on expired leases or acquire single-family homes with rental rates high enough to offset the increase in interest rates on our borrowings.

~~At December 31, 2016, the total outstanding balance of our variable-rate debt was comprised of borrowings on our mortgage loans of $5,264.0 million and our credit facilities of $2,321.6 million.~~ As of ~~September 30, 2017,~~March 31, 2022, our outstanding variable-rate debt was comprised of borrowings on our mortgage loans of ~~$3,177.6~~$2,067.6 million and Term Loan Facility of ~~$1,500.0~~$2,500.0 million for a combined total of ~~which 75.3% was~~$4,567.6 million. As of March 31, 2022, we had effectively converted 83.6% of these borrowings to a fixed rate through interest rate swap agreements. ~~Additionally, all~~On March 25, 2022, we priced a public offering of $600.0 million aggregate principal amount of 4.150% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes. On April 8, 2022, we used the net proceeds from these unsecured notes to make a voluntary prepayment of the then-outstanding balance of IH 2018-3 and a $395.5 million voluntary prepayment on IH 2018-2. These events had the effect of reducing variable-rate debt to approximately $3,970.0 million, with approximately 96.0% of those borrowings converted to a fixed rate through interest rate swap agreements.

All variable-rate borrowings bear interest at one month LIBOR plus the applicable spread. Assuming no change in the outstanding balance of our existing debt, the ~~following table illustrates the~~ projected effect of a 100 ~~basis point~~bps increase or decrease in ~~the~~ LIBOR ~~rate~~ on our annual interest expense aswould be an estimated increase of ~~September 30, 2017~~$7.5 million or $6.2 million, respectively. This estimate considers the impact of our interest rate swap agreements, interest rate cap agreements, and ~~December 31, 2016:~~

($ in thousands)
Change in Interest Expense⁽¹⁾
Impact to future earnings due to variable rate debt: As of
September 30, 2017 As of
December 31, 2016
Rate increase of 1%⁽²⁾
$ 11,576
$ 75,856
Rate decrease of 1%⁽³⁾
(11,576 ) (52,323 )


~~(1)~~	The interest rate swap agreements were factored into the September 30, 2017 disclosure, but were not factored into the December 31, 2016 disclosure as the forward looking swaps did not begin until February 28, 2017.


~~(2)~~	~~Calculation of additional projected annual interest expense as a result of a 100 basis point increase considers the potential impact of our interest rate cap agreements as of September 30, 2017.~~


~~(3)~~	Calculation of projected decrease in annual interest expense as a result of a 100 basis point decrease is reflective of any LIBOR floors or minimum interest rates stated in the agreements of the respective borrowings.

any LIBOR floors or minimum interest rates stated in the agreements of the respective borrowings. A 100 bps decrease in LIBOR results in a negative LIBOR rate and additional interest expense for us. Our Credit Facility agreement contains a LIBOR floor, and there is no reciprocal feature in our interest rate swap agreements.

This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we may consider taking actions to further mitigate our exposure to the change. However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

Seasonality

Our business and related operating results have been, and we believe ~~that they~~ will continue to be, impacted by seasonal factors throughout the year. In particular, we have experienced higher levels of resident move-outs during the summer months, which impacts both our rental revenues and related turnover costs. Further, our property operating costs are

seasonally impacted in certain markets by increases in expenses such as HVAC repairs and costs to re-resident ~~and landscaping expenses~~ during the summer season.

ITEM 4. CONTROLS AND PROCEDURES

~~Evaluation of~~ 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 ~~September 30, 2017.~~March 31, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2017,~~March 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 ~~over Financial Reporting~~

There ~~were~~has been no ~~changes~~change in our internal control over financial reporting ~~as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act~~ during ~~the~~our most recent fiscal quarter ~~ended September 30, 2017~~ that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

~~Litigation Relating to the Mergers~~

Two putative class actions have been filed by purported shareholders of SFR challenging the Mergers, one of which names us and certain affiliates as defendants. The first suit, styled as Berg v. Starwood Waypoint Homes, et al., No. 1:17-cv-02896 (the “Berg Lawsuit”), was filed in the United States District Court for the District of Maryland on September 29, 2017, and is against SFR, SFR Partnership, SFR’s trustees, the Company, INVH LP and REIT Merger Sub. The second suit, styled as Bushansky v. Starwood Waypoint Homes, et al., No. 1:17-cv-02936 (the “Bushansky Lawsuit” and, collectively with the Berg Lawsuit, the “Lawsuits”), was filed in the United States District Court for the District of Maryland on October 4, 2017, and is against SFR, SFR Partnership and SFR’s trustees. The Bushansky Lawsuit does not name the Company or any of its affiliates as defendants. The Lawsuits allege that SFR and its trustees violated Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder by allegedly disseminating a false and misleading Form S-4 containing a joint proxy statement/prospectus. The Lawsuits further allege that SFR’s trustees allegedly violated Section 20(a) of the Exchange Act by failing to exercise proper control over the person(s) who violated Section 14(a) of the Exchange Act. The Berg Lawsuit additionally alleges that the Company violated Section 20(a) of the Exchange Act. The Lawsuits seek, among other things, injunctive relief preventing consummation of the Mergers, rescission of the transactions contemplated by the Merger Agreement should they be consummated and litigation costs, including attorneys’ fees. The Berg Lawsuit also seeks injunctive relief directing SFR’s trustees to disseminate a registration statement that does not contain any untrue statements of material fact and declaratory relief that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act. The Bushansky Lawsuit also seeks rescissory damages in the event of a merger. The Company and SFR intend to defend vigorously against the Lawsuits.

~~SEC Investigation “In the Matter of Certain Single Family Rental Securitizations”~~

Radian Group Inc. (“Radian”), the indirect parent company of Green River Capital LLC (“GRC”), which is a service provider that provides certain broker price opinions (“BPO”) to us, disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 that GRC had received a letter in March 2017 from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations” and requesting information from market participants. Radian disclosed that the letter asked GRC to provide information regarding BPOs that GRC provided on properties included in single family rental securitization transactions (“Securitizations”).

In September 2017, we received a letter from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations.” The letter enclosed a subpoena that requests the production of certain documents and communications related to our Securitizations, including, without limitation: transaction documents and offering materials; agreements with providers of BPOs and/or due diligence services for Securitizations; identification of employees primarily responsible for handling BPOs; documents provided to rating agencies or third-party BPO providers regarding capital expenditures and/or renovation costs for properties underlying Securitizations; communications with certain transaction parties regarding BPOs in Securitizations; and documents regarding BPO orders and documents and communications with BPO providers regarding requests that a BPO be reviewed, re-done, analyzed, modified, corrected and/or adjusted. The SEC’s letter indicates that its investigation is a fact-finding inquiry and does not mean that the SEC has a negative opinion of any person or security. We are ~~cooperating with the SEC. We understand that~~not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us other transaction parties in securitizations have received requests in this matter. Please refer to the risk factor entitled, “SEC investigation “In the Matter of Certain Single Family Rental Securitizations” described in Exhibit 99.1 to this Quarterly Report on Form 10-Q.

~~The Company is also subject to~~than routine litigation and administrative proceedings arising in the ordinary course of business.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks or uncertainties, you should carefully read and consider risk factors previously disclosed under ~~(i)~~ Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and (ii) the caption “Risk Factors” in our Merger Proxy, which risk factors referenced in clause (ii) are filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

~~ITEM 6. EXHIBITS~~

EXHIBIT INDEX

Exhibitnumber

Description

~~Exhibit Number~~

~~Description~~

~~2.1~~

3.1

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~~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 ~~6, 2017~~2, 2022 (incorporated by reference to Exhibit ~~3.2~~3.1 to the ~~Company's~~Company’s Current Report on Form 8-K (File No. 1-38004) filed on February ~~6, 2017)~~2, 2022).

~~10.1~~

4.1

~~Amended and Restated Stockholders Agreement by and~~

Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., ~~each~~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 ~~parties from time to time party thereto~~Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022).

10.1

Form of Award Notice and ~~solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P.~~Restricted Stock Unit Agreement (2022 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the ~~Company's~~Company’s Current Report on Form 8-K (File No. 1-38004) filed on ~~August 14, 2017)~~February 28, 2022).

~~10.2~~ †

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).

~~10.3~~

Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and John Bartling (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). †

10.2

Form of Outperformance Award Agreement (LTIP Units).†

~~10.4~~

Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and Ernest Freedman (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). †

31.1

~~10.5~~

Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and Dallas Tanner (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). †

~~10.6~~

Term Sheet, dated September 19, 2017, between Invitation Homes Inc. and Frederick C. Tuomi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on September 19, 2017). †

~~31.1~~

Certificate of ~~John~~Dallas B. ~~Bartling Jr.,~~Tanner, President and Chief Executive Officer, pursuant to Section 302 of the ~~Sarbanes-Oxley~~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 ~~John~~Dallas B. ~~Bartling Jr.,~~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).

~~99.1~~

101.INS

~~The section entitled “Risk Factors”~~Inline XBRL Instance Document - the instance document does not appear in the ~~Company’s Joint Proxy Statement/Information Statement and Prospectus.~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

~~101.INS~~101.SCH

~~XBRL Instance 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.

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

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

benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. 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 ~~and~~or other documents.

SIGNATURES

Pursuant to the requirements 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.


Invitation Homes Inc.

~~Invitation Homes Inc.~~
By:
~~By:~~	/s/ Ernest M. Freedman
		Name: Ernest M. Freedman
		Title: Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
		Date: April 28, 2022
~~By:~~
By:		/s/ Kimberly K. Norrell
		Name: Kimberly K. Norrell
		Title: ~~Senior~~Executive Vice President and Chief Accounting Officer
		(Principal Accounting Officer)
		Date: April 28, 2022

~~Date: November 9, 2017~~

7665



	March 31, 2022		December 31, 2021

Assets:
Investments in single-family residential properties:
Land	$	4,769,620	$	4,737,938
Building and improvements	15,477,060		15,270,443
	20,246,680		20,008,381
Less: accumulated depreciation	(3,221,040)		(3,073,059)
Investments in single-family residential properties, net	17,025,640		16,935,322
Cash and cash equivalents	467,457		610,166
Restricted cash	215,692		208,692
Goodwill	258,207		258,207
Investments in unconsolidated joint ventures	162,433		130,395
Other assets, net	414,793		395,064
Total assets	$	18,544,222	$	18,537,846

Liabilities:
Mortgage loans, net	$	3,051,590	$	3,055,853
Secured term loan, net	401,367		401,313
Unsecured notes, net	1,922,716		1,921,974
Term loan facility, net	2,479,935		2,478,122
Revolving facility	—		—
Convertible senior notes, net	—		141,397
Accounts payable and accrued expenses	175,553		193,633
Resident security deposits	168,008		165,167
Other liabilities	119,921		341,583
Total liabilities	8,319,090		8,699,042
Commitments and contingencies (Note 14)	0		0

Equity:
Stockholders' equity
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of March 31, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 609,844,461 and 601,045,438 outstanding as of March 31, 2022 and December 31, 2021, respectively	6,098		6,010
Additional paid-in capital	11,093,786		10,873,539
Accumulated deficit	(836,494)		(794,869)
Accumulated other comprehensive loss	(80,534)		(286,938)
Total stockholders' equity	10,182,856		9,797,742
Non-controlling interests	42,276		41,062
Total equity	10,225,132		9,838,804
Total liabilities and equity	$	18,544,222	$	18,537,846



	September 30, 2017			December 31, 2016
Assets:	(unaudited)
Investments in single-family residential properties:
Land	$	2,733,834		$	2,703,388
Building and improvements	7,169,872			7,091,457
	9,903,706			9,794,845
Less: accumulated depreciation	(982,463		)	(792,330		)
Investments in single-family residential properties, net	8,921,243			9,002,515
Cash and cash equivalents	134,441			198,119
Restricted cash	153,781			222,092
Other assets, net	315,059			309,625
Total assets	$	9,524,524		$	9,732,351

Liabilities:
Mortgage loans, net	$	4,157,024		$	5,254,738
Term loan facility, net	1,487,251			—
Credit facilities, net	—			2,315,541
Accounts payable and accrued expenses	160,674			88,052
Resident security deposits	88,976			86,513
Other liabilities	28,586			30,084
Total liabilities	5,922,511			7,774,928

Equity:
Shareholders' equity
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding at September 30, 2017	—			—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 311,354,290 outstanding at September 30, 2017	3,114			—
Additional paid-in capital	3,677,182			—
Accumulated deficit	(86,450		)	—
Accumulated other comprehensive income	8,167			—
Total shareholders' equity	3,602,013			—
Combined equity	—			1,957,423
Total equity	3,602,013			1,957,423
Total liabilities and equity	$	9,524,524		$	9,732,351


	For the Three Months Ended March 31,

	2022		2021
Net income	$	93,003	$	57,722

Other comprehensive income
Unrealized gains on interest rate swaps	176,065		80,059
Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive loss	31,228		37,643
Other comprehensive income	207,293		117,702
Comprehensive income	300,296		175,424
Comprehensive income attributable to non-controlling interests	(1,277)		(1,073)

Comprehensive income attributable to common stockholders	$	299,019	$	174,351


	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non-Controlling Interests		Total Equity












































Balance as of December 31, 2021	601,045,438	$	6,010	$	10,873,539	$	(794,869)	$	(286,938)	$	9,797,742	$	41,062	$	9,838,804
Capital distributions	—	—		—		—		—		—		(580)		(580)
Net income	—	—		—		92,615		—		92,615		388		93,003
Dividends and dividend equivalents declared ($0.22 per share)	—	—		—		(134,240)		—		(134,240)		—		(134,240)
Issuance of common stock — settlement of RSUs, net of tax	503,989	5		(10,977)		—		—		(10,972)		—		(10,972)
Issuance of common stock — settlement of 2022 Convertible Notes	6,216,261	62		141,157		—		—		141,219		—		141,219
Issuance of common stock, net	2,078,773	21		83,938		—		—		83,959		—		83,959
Share-based compensation expense	—	—		6,129		—		—		6,129		517		6,646
Total other comprehensive income	—	—		—		—		206,404		206,404		889		207,293

Balance as of March 31, 2022	609,844,461	$	6,098	$	11,093,786	$	(836,494)	$	(80,534)	$	10,182,856	$	42,276	$	10,225,132


	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non-Controlling Interests		Total Equity












































Balance as of December 31, 2020	567,117,666	$	5,671	$	9,707,258	$	(661,162)	$	(546,942)	$	8,504,825	$	51,248	$	8,556,073
Capital distributions	—	—		—		—		—		—		(605)		(605)
Net income	—	—		—		57,367		—		57,367		355		57,722
Dividends and dividend equivalents declared ($0.17 per share)	—	—		—		(96,933)		—		(96,933)		—		(96,933)
Issuance of common stock — settlement of RSUs, net of tax	532,768	6		(7,419)		—		—		(7,413)		—		(7,413)


Share-based compensation expense	—	—		5,283		—		—		5,283		531		5,814
Total other comprehensive income	—	—		—		—		116,984		116,984		718		117,702

Balance as of March 31, 2021	567,650,434	$	5,677	$	9,705,122	$	(700,728)	$	(429,958)	$	8,580,113	$	52,247	$	8,632,360


			Page
PART I
Item	1.	Financial Statements	6
Item	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item	3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item	4.	Controls and Procedures	61

PART II
Item	1.	Legal Proceedings	62
Item	1A.	Risk Factors	62
Item	2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item	3.	Defaults Upon Senior Securities	62
Item	4.	Mine Safety Disclosures	62
Item	5.	Other Information	62
Item	6.	Exhibits	63

Signatures			65



	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues:
Rental revenues	$	229,375		$	221,049		$	683,975		$	654,726
Other property income	14,161			11,989			40,527			33,310
Total revenues	243,536			233,038			724,502			688,036

Operating expenses:
Property operating and maintenance	93,267			94,246			274,275			270,494
Property management expense	10,852			7,715			31,436			22,638
General and administrative	27,462			18,811			104,154			49,579
Depreciation and amortization	67,466			66,480			202,558			198,261
Impairment and other	14,572			1,279			16,482			1,642
Total operating expenses	213,619			188,531			628,905			542,614
Operating income	29,917			44,507			95,597			145,422

Other income (expenses):
Interest expense	(56,796		)	(68,365		)	(182,726		)	(209,165		)
Other, net	613			(1,057		)	(482		)	(1,025		)
Total other income (expenses)	(56,183		)	(69,422		)	(183,208		)	(210,190		)

Loss from continuing operations	(26,266		)	(24,915		)	(87,611		)	(64,768		)
Gain on sale of property, net of tax	3,756			2,966			28,239			13,178

Net loss	$	(22,510	)	$	(21,949	)	$	(59,372	)	$	(51,590	)

	Three Months Ended September 30, 2017						February 1, 2017 through September 30, 2017
Net loss available to common shareholders — basic and diluted (Note 12)	$	(22,745	)				$	(42,837	)

Weighted average common shares outstanding — basic and diluted	311,559,780						311,674,226

Net loss per common share — basic and diluted	$	(0.07	)				$	(0.14	)

Dividends declared per common share	$	0.08					$	0.14



				Outstanding Principal Balance⁽³⁾
	Maturity Date	Interest Rate⁽²⁾	Range of Spreads	September 30, 2017⁽⁴⁾			December 31, 2016
IH1 2013-1	N/A	N/A	115-365 bps	$	—		$	462,431
IH1 2014-1	N/A	N/A	100-375 bps	—			978,231
IH1 2014-2⁽¹⁾⁽⁵⁾	September 9, 2018	3.13%	110-400 bps	703,241			710,664
IH1 2014-3⁽¹⁾⁽⁶⁾	December 9, 2017	3.56%	120-500 bps	147,323			766,753
IH2 2015-1, net⁽¹⁾⁽⁷⁾	March 9, 2018	3.60%	145-430 bps	529,443			531,318
IH2 2015-2⁽¹⁾	June 9, 2018	3.18%	135-370 bps	628,574			630,283
IH2 2015-3⁽¹⁾	August 9, 2018	3.41%	130-475 bps	1,169,048			1,184,314
IH 2017-1, net⁽⁸⁾	June 9, 2027	4.17%	N/A	996,365			—
Total Securitizations				4,173,994			5,263,994
Less deferred financing costs, net				(16,970		)	(9,256		)
Total				$	4,157,024		$	5,254,738



	Number of Homes⁽¹⁾	September 30, 2017		December 31, 2016
IH1 2013-1	—	$	—	$	533,005
IH1 2014-1	—	—		1,124,069
IH1 2014-2	3,611	783,761		785,459
IH1 2014-3	3,906	844,455		850,056
IH2 2015-1	2,998	594,360		594,155
IH2 2015-2	3,505	744,905		744,070
IH2 2015-3	6,973	1,368,925		1,382,683
IH 2017-1	7,202	1,243,555		—
Total	28,195	$	5,579,961	$	6,013,497



Year	Principal⁽¹⁾
2017	$	147,323
2018	3,030,306
2019 and thereafter	999,798
Total payments	4,177,427
Less discounts	(3,433		)
Total mortgage loans, net	$	4,173,994



	Maturity Date	Interest Rate⁽¹⁾	September 30, 2017
Term loan facility	February 6, 2022	3.03%	$	1,500,000
Revolving facility	February 6, 2021	N/A	—
Total			1,500,000
Less deferred financing costs, net			(12,749		)
Total			$	1,487,251



			Outstanding Principal Balance⁽¹⁾
	Origination Date	Range of Spreads	September 30, 2017		December 31, 2016
IH1 2015	April 3, 2015	325 bps	$	—	$	85,492
IH2 2015	September 29, 2015	275 bps	—		43,859
IH3 2013	December 19, 2013	300-425 bps	—		932,583
IH4 2014	May 5, 2014	300-425 bps	—		529,866
IH5 2014	December 5, 2014	275-400 bps	—		564,348
IH6 2016	April 13, 2016	250-375 bps	—		165,437
Total			—		2,321,585
Less deferred financing costs, net			—		(6,044		)
Total			$	—	$	2,315,541



	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	5,529	$	—	Other liabilities	$	8,068	$	—
Derivatives not designated as hedging instruments:
Interest rate swaps	Other assets	—		—		Other liabilities	—		8,683
Interest rate caps	Other assets	—		29		Other liabilities	—		—
Total		$	5,529	$	29		$	8,068	$	8,683



	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (Effective Portion)					Location of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Net Loss on Derivative (Ineffective Portion and Amounts Excluded from Effectiveness Testing)
	For the Three Months Ended September 30,						For the Three Months Ended September 30,						For the Three Months Ended September 30,
	2017			2016			2017			2016			2017		2016
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(598	)	$	—	Interest expense	$	(4,193	)	$	—	Interest expense	$	163	$	—



	Location of Gain (Loss) Recognized in Net Loss on Derivative	Amount of Gain (Loss) Recognized in Net Loss on Derivative
		For the Three Months Ended September 30,
		2017			2016
Derivatives not designated as hedging instruments:
Interest rate swaps	Interest expense	$	—		$	—
Interest rate caps	Interest expense	(190		)	—
Total		$	(190	)	$	—



	Location of Gain (Loss) Recognized in Net Loss on Derivative	Amount of Gain (Loss) Recognized in Net Loss on Derivative
		For the Nine Months Ended September 30,
		2017			2016
Derivatives not designated as hedging instruments:
Interest rate swaps	Interest expense	$	(3,674	)	$	—
Interest rate caps	Interest expense	(318		)	—
Total		$	(3,992	)	$	—



	Class B Units
	Employee					Non-employee					Total Class B Units
	Number of Units		Weighted Average Fair Value			Number of Units		Weighted Average Fair Value			Number of Units		Weighted Average Fair Value
Balance, December 31, 2016	9,915		$	4.2		39,638		$	2.5		49,553		$	2.9
Granted	85		14.0			9,753		—			9,838		0.1
Converted to RSAs	(245	)	(3.4		)	(485	)	(0.8		)	(730	)	(1.7		)
Canceled	(555	)	(8.2		)	(17,114	)	(0.4		)	(17,669	)	(0.6		)
Converted to Units of affiliated entities	(9,200	)	(4.0		)	(31,792	)	(2.9		)	(40,992	)	(3.2		)
Balance, January 31, 2017	—		$	—		—		$	—		—		$	—



	RSUs					RSAs					Total Share-Based Awards
	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, January 1, 2017	—		$	—		—		$	—		—		$	—
Granted	4,480,982		20.53			62,529		15.50			4,543,511		20.46
Vested⁽¹⁾	(1,446,351	)	(20.00		)	(55,211	)	(15.69		)	(1,501,562	)	(19.84		)
Forfeited	(100,345	)	(20.08		)	—		—			(100,345	)	(20.08		)
Balance, September 30, 2017	2,934,286		$	20.81		7,318		$	14.05		2,941,604		$	20.79



		September 30, 2017				December 31, 2016
		Carrying Value		Fair Value		Carrying Value		Fair Value
Assets carried at historical cost on the consolidated balance sheets
Investments in debt securities	Level 2	$	230,619	$	234,514	$	209,337	$	209,390

Liabilities carried at historical cost on the consolidated balance sheets
Mortgage loans⁽¹⁾	Level 2	$	4,173,994	$	4,196,400	$	5,263,994	$	5,265,180
Term loan facility⁽²⁾	Level 3	1,500,000		1,501,030		—		—
Credit facilities⁽³⁾	Level 3	—		—		2,321,585		2,329,551



		Three Months Ended September 30,						Nine Months Ended September 30,
	��	2017			2016			2017			2016
Investments in single-family residential properties, net held for use (Level 3)
Pre-impairment amount		$	1,827		$	1,350		$	2,323		$	2,407
Total impairments		(360		)	(421		)	(627		)	(650		)
Fair value		$	1,467		$	929		$	1,696		$	1,757



Market	Number of Homes⁽¹⁾	Average Occupancy⁽²⁾		Average Monthly Rent⁽³⁾		Average Monthly Rent PSF⁽³⁾		% of Revenue⁽⁴⁾
Western United States
Southern California	4,631	95.5	%	$	2,288	$	1.34	12.8	%
Northern California	2,857	95.4	%	1,801		1.14		6.7	%
Seattle	3,246	94.0	%	1,975		1.04		8.3	%
Phoenix	5,443	94.4	%	1,188		0.75		8.2	%
Las Vegas	961	95.7	%	1,475		0.76		1.8	%
Western United States Subtotal	17,138	94.9	%	1,754		1.04		37.8	%

Florida
South Florida	5,577	92.9	%	2,198		1.14		14.5	%
Tampa	4,915	94.3	%	1,602		0.82		9.6	%
Orlando	3,736	95.2	%	1,539		0.81		7.1	%
Jacksonville	1,953	94.8	%	1,577		0.79		3.8	%
Florida Subtotal	16,181	94.1	%	1,787		0.92		35.0	%

Southeast United States
Atlanta	7,337	94.7	%	1,402		0.68		12.5	%
Charlotte	3,132	94.2	%	1,395		0.70		5.2	%
Southeast United States Subtotal	10,469	94.6	%	1,400		0.68		17.7	%

Midwest United States
Chicago	2,898	93.0	%	2,029		1.21		6.9	%
Minneapolis	1,181	94.5	%	1,786		0.90		2.6	%
Midwest United States Subtotal	4,079	93.4	%	1,958		1.11		9.5	%
Total/Average	47,867	94.4	%	$	1,705	$	0.92	100.0	%

Same Store Portfolio Total/Average	42,795	95.4	%	$	1,706	$	0.92	90.5	%



	Three Months Ended September 30,
($ in thousands)	2017			2016			$ Change			% Change
Revenues:
Rental revenues	$	229,375		$	221,049		$	8,326		3.8	%
Other property income	14,161			11,989			2,172			18.1	%
Total revenues	243,536			233,038			10,498			4.5	%

Operating expenses:
Property operating and maintenance	93,267			94,246			(979		)	(1.0	)%
Property management expense	10,852			7,715			3,137			40.7	%
General and administrative	27,462			18,811			8,651			46.0	%
Depreciation and amortization	67,466			66,480			986			1.5	%
Impairment and other	14,572			1,279			13,293			N/M
Total operating expenses	213,619			188,531			25,088			13.3	%
Operating income	29,917			44,507			(14,590		)	(32.8	)%

Other income (expenses):
Interest expense	(56,796		)	(68,365		)	(11,569		)	(16.9	)%
Other, net	613			(1,057		)	(1,670		)	(158.0	)%
Total other income (expenses)	(56,183		)	(69,422		)	(13,239		)	(19.1	)%

Loss from continuing operations	$	(26,266	)	$	(24,915	)	$	1,351		5.4	%



					Outstanding Principal Balance⁽⁴⁾
($ in thousands)	Maturity Date	Maturity Date if Fully Extended⁽²⁾	Rate⁽³⁾	Range of Spreads	September 30, 2017⁽⁵⁾			December 31, 2016
IH1 2013-1	N/A	N/A	N/A	115-365 bps	$	—		$	462,431
IH1 2014-1	N/A	N/A	N/A	100-375 bps	—			978,231
IH1 2014-2⁽¹⁾⁽⁶⁾	September 9, 2018	September 9, 2019	3.13%	110-400 bps	703,241			710,664
IH1 2014-3⁽¹⁾⁽⁷⁾	December 9, 2017	December 9, 2019	3.56%	120-500 bps	147,323			766,753
IH2 2015-1, net⁽¹⁾⁽⁸⁾	March 9, 2018	March 9, 2020	3.60%	145-430 bps	529,443			531,318
IH2 2015-2⁽¹⁾	June 9, 2018	June 9, 2020	3.18%	135-370 bps	628,574			630,283
IH2 2015-3⁽¹⁾	August 9, 2018	August 7, 2020	3.41%	130-475 bps	1,169,048			1,184,314
IH 2017-1, net⁽⁹⁾	June 9, 2027	N/A	4.17%	N/A	996,365			—
Total Securitizations					4,173,994			5,263,994
Less deferred financing costs, net					(16,970		)	(9,256		)
Total					$	4,157,024		$	5,254,738



			Outstanding Principle Balance
($ in thousands)	Origination Date	Maturity Date	Interest Rate⁽¹⁾	September 30, 2017
Term loan facility	February 6, 2017	February 6, 2022	3.03%	$	1,500,000
Revolving facility	February 6, 2017	February 6, 2021	N/A	—
Total				1,500,000
Less deferred financing costs, net				(12,749		)
Total				$	1,487,251



($ in thousands)	Total		2017⁽¹⁾		2018-2019		2020-2021		Thereafter
Mortgage loans⁽²⁾	$	4,612,759	$	184,234	$	3,123,257	$	83,056	$	1,222,212
Term loan facility⁽²⁾	1,697,739		11,456		90,900		90,900		1,504,483
Interest rate swaps⁽³⁾	216,651		15,486		123,888		74,814		2,463
Totals	$	6,527,149	$	211,176	$	3,338,045	$	248,770	$	2,729,158



($ in thousands)	Change in Interest Expense⁽¹⁾
Impact to future earnings due to variable rate debt:	As of September 30, 2017			As of December 31, 2016
Rate increase of 1%⁽²⁾	$	11,576		$	75,856
Rate decrease of 1%⁽³⁾	(11,576		)	(52,323		)