Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

INVITATION HOMES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share data)



	June 30, 2022		December 31, 2021
	(unaudited)
Assets:
Investments in single-family residential properties:
Land	$	4,802,144	$	4,737,938
Building and improvements	15,692,603		15,270,443
	20,494,747		20,008,381
Less: accumulated depreciation	(3,369,562)		(3,073,059)
Investments in single-family residential properties, net	17,125,185		16,935,322
Cash and cash equivalents	272,708		610,166
Restricted cash	206,888		208,692
Goodwill	258,207		258,207
Investments in unconsolidated joint ventures	244,730		130,395
Other assets, net	399,266		395,064
Total assets	$	18,506,984	$	18,537,846

Liabilities:
Mortgage loans, net	$	2,211,739	$	3,055,853
Secured term loan, net	401,421		401,313
Unsecured notes, net	2,516,359		1,921,974
Term loan facilities, net	2,624,412		2,478,122
Revolving facility	—		—
Convertible senior notes, net	—		141,397
Accounts payable and accrued expenses	237,915		193,633
Resident security deposits	171,413		165,167
Other liabilities	61,736		341,583
Total liabilities	8,224,995		8,699,042
Commitments and contingencies (Note 14)

Equity:
Stockholders' equity
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of June 30, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 610,359,909 and 601,045,438 outstanding as of June 30, 2022 and December 31, 2021, respectively	6,104		6,010
Additional paid-in capital	11,113,146		10,873,539
Accumulated deficit	(860,275)		(794,869)
Accumulated other comprehensive loss	(20,285)		(286,938)
Total stockholders' equity	10,238,690		9,797,742
Non-controlling interests	43,299		41,062
Total equity	10,281,989		9,838,804
Total liabilities and equity	$	18,506,984	$	18,537,846

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share data)

(unaudited)



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Rental revenues and other property income	$	554,541	$	490,618	$	1,084,740	$	965,072
Management fee revenues	2,759		1,015		4,870		1,786
Total revenues	557,300		491,633		1,089,610		966,858

Expenses:
Property operating and maintenance	190,680		175,422		372,949		343,795
Property management expense	21,814		17,696		42,781		33,538
General and administrative	19,342		19,828		36,981		36,778
Interest expense	74,840		80,764		149,229		164,170
Depreciation and amortization	158,572		145,280		314,368		289,781
Impairment and other	1,355		980		2,870		1,336
Total expenses	466,603		439,970		919,178		869,398

Gains (losses) on investments in equity securities, net	(172)		(7,002)		(3,204)		(10,142)
Other, net	(3,827)		(1,903)		(3,233)		(1,673)
Gain on sale of property, net of tax	27,508		17,919		45,534		32,403
Income (loss) from investments in unconsolidated joint ventures	(2,701)		11		(5,021)		362

Net income	111,505		60,688		204,508		118,410
Net income attributable to non-controlling interests	(542)		(350)		(930)		(705)

Net income attributable to common stockholders	110,963		60,338		203,578		117,705
Net income available to participating securities	(148)		(96)		(368)		(191)


Net income available to common stockholders — basic and diluted (Note 12)	$	110,815	$	60,242	$	203,210	$	117,514



Weighted average common shares outstanding — basic	610,331,643		567,931,472		608,381,768		567,655,034
Weighted average common shares outstanding — diluted	611,620,475		569,283,166		609,775,270		569,056,182

Net income per common share — basic	$	0.18	$	0.11	$	0.33	$	0.21
Net income per common share — diluted	$	0.18	$	0.11	$	0.33	$	0.21

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2022		2021		2022		2021
Net income	$	111,505	$	60,688	$	204,508	$	118,410

Other comprehensive income
Unrealized gains (losses) on interest rate swaps	37,474		(21,190)		213,539		58,869
Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive loss	23,018		38,256		54,246		75,899
Other comprehensive income	60,492		17,066		267,785		134,768
Comprehensive income	171,997		77,754		472,293		253,178
Comprehensive income attributable to non-controlling interests	(785)		(593)		(2,062)		(1,666)

Comprehensive income attributable to common stockholders	$	171,212	$	77,161	$	470,231	$	251,512

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Six Months Ended June 30, 2022

(in thousands, except share and per share data)

(unaudited)


	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 March 31, 2022	609,844,461	$	6,098	$	11,093,786	$	(836,494)	$	(80,534)	$	10,182,856	$	42,276	$	10,225,132
Capital distributions	—	—		—		—		—		—		(915)		(915)
Net income	—	—		—		110,963		—		110,963		542		111,505
Dividends and dividend equivalents declared ($0.22 per share)	—	—		—		(134,744)		—		(134,744)		—		(134,744)
Issuance of common stock — settlement of RSUs, net of tax	155,294	2		(1,880)		—		—		(1,878)		—		(1,878)

Issuance of common stock, net	360,154	4		14,404		—		—		14,408		—		14,408
Share-based compensation expense	—	—		6,836		—		—		6,836		1,153		7,989
Total other comprehensive income	—	—		—		—		60,249		60,249		243		60,492

Balance as of June 30, 2022	610,359,909	$	6,104	$	11,113,146	$	(860,275)	$	(20,285)	$	10,238,690	$	43,299	$	10,281,989


	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	—	—		—		—		—		—		(1,495)		(1,495)
Net income	—	—		—		203,578		—		203,578		930		204,508
Dividends and dividend equivalents declared ($0.44 per share)	—	—		—		(268,984)		—		(268,984)		—		(268,984)
Issuance of common stock — settlement of RSUs, net of tax	659,283	7		(12,857)		—		—		(12,850)		—		(12,850)
Issuance of common stock — settlement of 2022 Convertible Notes	6,216,261	62		141,157		—		—		141,219		—		141,219
Issuance of common stock, net	2,438,927	25		98,342		—		—		98,367		—		98,367
Share-based compensation expense	—	—		12,965		—		—		12,965		1,670		14,635
Total other comprehensive income	—	—		—		—		266,653		266,653		1,132		267,785

Balance as of June 30, 2022	610,359,909	$	6,104	$	11,113,146	$	(860,275)	$	(20,285)	$	10,238,690	$	43,299	$	10,281,989

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)

For the Three and Six Months Ended June 30, 2021

(in thousands, except share and per share data)

(unaudited)


	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 March 31, 2021	567,650,434	$	5,677	$	9,705,122	$	(700,728)	$	(429,958)	$	8,580,113	$	52,247	$	8,632,360
Capital distributions	—	—		—		—		—		—		(606)		(606)
Net income	—	—		—		60,338		—		60,338		350		60,688
Dividends and dividend equivalents declared ($0.17 per share)	—	—		—		(97,054)		—		(97,054)		—		(97,054)
Issuance of common stock — settlement of RSUs, net of tax	142,850	1		(1,991)		—		—		(1,990)		—		(1,990)
Issuance of common stock — settlement of 2022 Convertible Notes	260	—		6		—		—		6		—		6

Share-based compensation expense	—	—		8,686		—		—		8,686		520		9,206
Total other comprehensive income	—	—		—		—		16,823		16,823		243		17,066
Redemption of OP Units for common stock	925,000	9		13,657		—		(549)		13,117		(13,117)		—
Balance as of June 30, 2021	568,718,544	$	5,687	$	9,725,480	$	(737,444)	$	(413,684)	$	8,580,039	$	39,637	$	8,619,676


	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	—	—		—		—		—		—		(1,211)		(1,211)
Net income	—	—		—		117,705		—		117,705		705		118,410
Dividends and dividend equivalents declared ($0.34 per share)	—	—		—		(193,987)		—		(193,987)		—		(193,987)
Issuance of common stock — settlement of RSUs, net of tax	675,618	7		(9,410)		—		—		(9,403)		—		(9,403)
Issuance of common stock — settlement of 2022 Convertible Notes	260	—		6		—		—		6		—		6

Share-based compensation expense	—	—		13,969		—		—		13,969		1,051		15,020
Total other comprehensive income	—	—		—		—		133,807		133,807		961		134,768
Redemption of OP Units for common stock	925,000	9		13,657		—		(549)		13,117		(13,117)		—
Balance as of June 30, 2021	568,718,544	$	5,687	$	9,725,480	$	(737,444)	$	(413,684)	$	8,580,039	$	39,637	$	8,619,676

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	For the Six Months Ended June 30,
	2022		2021
Operating Activities:
Net income	$	204,508	$	118,410

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	314,368		289,781
Share-based compensation expense	14,635		15,020
Amortization of deferred leasing costs	4,094		5,546
Amortization of deferred financing costs	7,195		6,567
Amortization of debt discounts	855		2,828
Provisions for impairment	137		524
(Gains) losses on investments in equity securities, net	3,204		10,142
Gain on sale of property, net of tax	(45,534)		(32,403)
Change in fair value of derivative instruments	4,775		7,179
Loss (income) from investments in unconsolidated joint ventures, net of operating distributions	5,611		(136)
Other non-cash amounts included in net income	581		2,145
Changes in operating assets and liabilities:
Other assets, net	(7,419)		(13,843)
Accounts payable and accrued expenses	50,063		67,059
Resident security deposits	6,246		4,289
Other liabilities	(11,262)		(13,007)
Net cash provided by operating activities	552,057		470,101

Investing Activities:
Amounts deposited and held by others	(26,961)		(11,185)
Acquisition of single-family residential properties	(416,288)		(305,976)
Initial renovations to single-family residential properties	(72,797)		(37,457)
Other capital expenditures for single-family residential properties	(91,271)		(72,060)
Proceeds from sale of single-family residential properties	114,856		136,951

Repayment proceeds from retained debt securities	42,170		16,211
Proceeds from sale of investments in equity securities	5,762		2,607
Investments in unconsolidated joint ventures	(121,588)		(9,000)
Non-operating distributions from unconsolidated joint ventures	1,642		880

Other investing activities	(16,209)		(3,846)
Net cash used in investing activities	(580,684)		(282,875)

Financing Activities:
Payment of dividends and dividend equivalents	(269,808)		(193,827)
Distributions to non-controlling interests	(1,495)		(1,211)
Payment of taxes related to net share settlement of RSUs	(12,850)		(9,403)

Payments on mortgage loans	(845,225)		(323,355)


Proceeds from unsecured notes	598,434		300,000

Proceeds from term loan facilities	150,000		—

Proceeds from revolving facility	130,000		300,000
Payments on revolving facility	(130,000)		(300,000)
Proceeds from issuance of common stock, net	98,367		—
Deferred financing costs paid	(13,046)		(1,666)
Other financing activities	(15,012)		(1,388)
Net cash used in financing activities	(310,635)		(230,850)

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	For the Six Months Ended June 30,
	2022		2021
Change in cash, cash equivalents, and restricted cash	(339,262)		(43,624)
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)	818,858		411,768
Cash, cash equivalents, and restricted cash, end of period (Note 4)	$	479,596	$	368,144


Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized	$	130,112	$	149,086
Cash paid for income taxes	1,107		501
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	3,075		2,965
Financing cash flows from finance leases	1,388		1,282

Non-cash investing and financing activities:
Accrued renovation improvements at period end	$	7,938	$	6,207
Accrued residential property capital improvements at period end	11,714		9,161
Transfer of residential property, net to other assets, net for held for sale assets	44,274		45,643
Change in other comprehensive loss from cash flow hedges	263,045		127,694
ROU assets obtained in exchange for operating lease liabilities	1,592		1,452
ROU assets obtained in exchange for finance lease liabilities	295		—
Net settlement of 2022 Convertible Notes in shares of common stock	141,219		6

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

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 1—Organization and Formation

Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”) that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. Through THR Property Management L.P., a wholly owned subsidiary of INVH LP (the “Manager”), we provide all management and other administrative services with respect to the properties we own.

On February 6, 2017, INVH completed an initial public offering (“IPO”), changed its jurisdiction of incorporation to Maryland, and amended its charter to provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, in each case $0.01 par value per share. In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities. These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis.

On November 16, 2017 (the “Merger Date”), INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities. These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations, and INVH was designated as the accounting acquirer.

The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”). As of June 30, 2022, INVH owns 99.5% of the common OP Units and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP.

Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7).

References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP.

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

These condensed consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. In the opinion of management, all adjustments that are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in these condensed consolidated financial statements. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP. We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated. Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.

Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method. Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination. The investments in these joint ventures are subsequently adjusted for our 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 OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, and the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one-for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Significant Risks and Uncertainties

Our financial condition and results of operations are subject to risks related to overall 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 and/or consumer confidence. These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. High levels of inflation and interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations.

Additionally, we may continue to be subject to risks related to the ongoing COVID-19 pandemic and its accompanying variants, including the adverse health impact on the general population, our residents, associates, and suppliers, direct and indirect economic effects of the pandemic and containment measures, the overall reopening progress in the states and municipalities in which we operate, financial hardship experienced by our residents, and the potential long-term changes in consumer spending and preferences. 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. While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

Use of Estimates

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Recently Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments and contracts in its own equity. The guidance reduces the number of accounting models for convertible instruments, requires entities to use the “if-converted” method in diluted earnings (loss) per share (“EPS”), and requires that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares. We adopted ASU 2020-06 as of January 1, 2022, and it did not have a material impact on our condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offer Rate (“LIBOR”) or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2022 (the FASB has proposed an extension through December 31, 2024). We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. We have and will continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments. To date, specific changes include the June 2022 issuance of a secured term loan facility that is indexed to the Secured Overnight Financing Rate (“SOFR”). Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refines the scope of Topic 848 and clarifies some of its guidance. We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 3—Investments in Single-Family Residential Properties

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


	June 30, 2022		December 31, 2021
Land	$	4,802,144	$	4,737,938
Single-family residential property	15,018,795		14,610,188
Capital improvements	551,665		540,252
Equipment	122,143		120,003
Total gross investments in the properties	20,494,747		20,008,381
Less: accumulated depreciation	(3,369,562)		(3,073,059)
Investments in single-family residential properties, net	$	17,125,185	$	16,935,322

As of June 30, 2022 and December 31, 2021, the carrying amount of the residential properties above includes $127,922 and $125,236, respectively, of capitalized acquisition costs (excluding purchase price), along with $73,477 and $70,145, respectively, of capitalized interest, $30,006 and $28,211, respectively, of capitalized property taxes, $4,954 and $4,762, respectively, of capitalized insurance, and $3,528 and $3,280, respectively, of capitalized homeowners’ association (“HOA”) fees.

During the three months ended June 30, 2022 and 2021, we recognized $156,433 and $143,607, respectively, of depreciation expense related to the components of the properties, and $2,139 and $1,673, respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the three months ended June 30, 2022 and 2021, impairments totaling $36 and $93, respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.

During the six months ended June 30, 2022 and 2021, we recognized $310,073 and $286,391, respectively, of depreciation expense related to the components of the properties, and $4,295 and $3,390, respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the six months ended June 30, 2022 and 2021, impairments totaling $137 and $524, respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.

Note 4—Cash, Cash Equivalents, and Restricted Cash

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


	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	272,708	$	610,166
Restricted cash	206,888		208,692
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	479,596	$	818,858

Pursuant to the terms of the mortgage loans and the Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that we are required to segregate. We are also

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our condensed consolidated balance sheets as restricted cash.

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

The balances of our restricted cash accounts, as of June 30, 2022 and December 31, 2021, are set forth in the table below. As of June 30, 2022 and December 31, 2021, no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan and Secured Term Loan agreements that require such funding did not exist.


	June 30, 2022		December 31, 2021
Resident security deposits	$	171,441	$	165,454
Property taxes	17,909		12,615
Collections	11,673		21,402
Capital expenditures	2,833		4,368
Letters of credit	2,106		3,682
Special and other reserves	926		1,171
Total	$	206,888	$	208,692

Note 5—Investments In Unconsolidated Joint Ventures

The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method model of accounting, as of June 30, 2022 and December 31, 2021:


		Number of Properties Owned		Carrying Value
	Ownership Percentage	June 30, 2022	December 31, 2021	June 30, 2022		December 31, 2021
2020 Rockpoint JV(1)	20.0%	2,538	2,004	$	73,112	$	54,579
2022 Rockpoint JV(2)	16.7%	19	N/A	5,487		—
FNMA(3)	10.0%	509	522	51,120		52,791
Pathway Property Company(4)	100.0%	195	N/A	93,106		—
Pathway Operating Company(5)	15.0%	N/A	N/A	21,905		23,025
Total				$	244,730	$	130,395

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

(2)Owns homes primarily located in the Western United States, Southeast United States, and Florida.

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

(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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30, 2022, we have fully funded our capital commitment to the 2020 Rockpoint JV. The administrative member of the 2020 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees 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 June 30, 2022, we have funded $5,000 to the 2022 Rockpoint JV, and our remaining equity commitment is $45,000. 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. We 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 June 30, 2022, we have funded $96,700 to Pathway Property Company, and our remaining equity commitment is $128,300. 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.

We recorded income (loss) from these investments for the three months ended June 30, 2022 and 2021, totaling $(2,701) and $11, respectively, and for the six months ended June 30, 2022 and 2021, totaling $(5,021) and $362, respectively, which is included in income (loss) from investments in unconsolidated joint ventures 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 June 30, 2022 and 2021, we earned $2,759 and $1,015, respectively, and for the six months ended June 30, 2022 and 2021, we earned $4,870 and $1,786, respectively, of management fees which are included in management fee revenues 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 June 30, 2022 and December 31, 2021, the balances in other assets, net are as follows:


	June 30, 2022		December 31, 2021
Investments in debt securities, net	$	115,179	$	157,173
Amounts deposited and held by others	90,285		62,241
Prepaid expenses	47,769		41,490
Rent and other receivables, net	37,170		37,473
Held for sale assets(1)	25,429		20,022
Investments in equity securities	19,798		16,337
Corporate fixed assets, net	17,563		16,595
ROU lease assets — operating and finance, net	15,487		16,975
Deferred financing costs, net	7,300		8,751
Deferred leasing costs, net	3,064		5,837
Derivative instruments (Note 8)	7,285		6
Other	12,937		12,164
Total	$	399,266	$	395,064

(1)As of June 30, 2022 and December 31, 2021, 106 and 80 properties, respectively, are classified as held for sale.

Investments in Debt Securities, net

In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $115,179, net of unamortized discounts of $1,761 as of June 30, 2022. These investments in debt securities are classified as held to maturity investments. As of June 30, 2022, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next six months to five years.

Amounts Deposited and Held by Others

Amounts deposited and held by others consists of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us for sold homes. See Note 14 for additional information about commitments related to these deposits made to homebuilders.

Rent and Other Receivables, net

We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented.

Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. For the three months ended June 30, 2022 and 2021, rental revenues and other property income includes $34,078 and $28,253 of variable lease payments, respectively. For the six months ended June 30, 2022 and 2021, rental revenues and other property income includes $67,126 and $52,647 of variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Future minimum rental revenues and other property income under leases existing on our single-family residential properties as of June 30, 2022 are as follows:


Year	Lease Payments to be Received
Remainder of 2022	$	785,613
2023	550,383
2024	54,665
2025	—
2026	—
Thereafter	—
Total	$	1,390,661

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 June 30, 2022 and December 31, 2021, the values of our investments in equity securities are as follows:


	June 30, 2022		December 31, 2021
Investments with a readily determinable fair value	$	1,603	$	10,499
Investments without a readily determinable fair value	18,195		5,838
Total	$	19,798	$	16,337

The components of gains (losses) on investments in equity securities, net as of three and six months ended June 30, 2022 and 2021 are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2022		2021		2022		2021
Net losses recognized on investments sold during the reporting period — with a readily determinable value	$	—	$	(447)	$	(1,452)	$	(669)
Net unrealized losses on investments still held at the reporting date — with a readily determinable fair value	(172)		(6,555)		(1,752)		(9,473)
Total	$	(172)	$	(7,002)	$	(3,204)	$	(10,142)

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30, 2022 and December 31, 2021:


	June 30, 2022						December 31, 2021
	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Other assets	$	10,586		$	4,901		$	10,959		$	6,016
Other liabilities (Note 14)	12,737			4,691			13,256			5,784
Weighted average remaining lease term	3.3 years			1.9 years			3.7 years			2.2 years
Weighted average discount rate	3.2		%	4.0		%	3.2		%	4.0		%

Deferred Financing Costs, net

In connection with the amended and restated Revolving Facility (see Note 7), we incurred $11,846 of financing costs, which have been deferred as other assets, net on our condensed consolidated balance sheets. We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date. As of June 30, 2022 and December 31, 2021, the unamortized balances of these deferred financing costs are $7,300 and $8,751, respectively.

Note 7—Debt

Mortgage Loans

Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our Securitizations to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Securitization reserve accounts; (iii) closing costs in connection with the mortgage loans; and (iv) general costs associated with our operations.

The following table sets forth a summary of our mortgage loan indebtedness as of June 30, 2022 and 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)	June 30, 2022		December 31, 2021
IH 2017-1(6)	April 28, 2017	June 9, 2027	June 9, 2027	4.23%	N/A	$	992,889	$	993,703

IH 2018-1(7)	February 8, 2018	March 9, 2023	March 9, 2025	2.67%	76-131 bps	563,116		568,495
IH 2018-2	May 8, 2018	June 9, 2022	N/A	N/A	N/A	—		629,237
IH 2018-3	June 28, 2018	April 8, 2022	N/A	N/A	N/A	—		204,637
IH 2018-4(7)	November 7, 2018	January 9, 2023	January 9, 2026	3.01%	115-145 bps	664,566		669,548
Total Securitizations						2,220,571		3,065,620
Less: deferred financing costs, net						(8,832)		(9,767)
Total						$	2,211,739	$	3,055,853

(1)Maturity date represents repayment date for mortgage loans which have been repaid in full prior to June 30, 2022. For all other mortgage loans, the maturity dates above reflect all extension options that have been exercised.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(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 June 30, 2022, LIBOR was 1.79%. IH 2017-1 bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees.

(4)Range of spreads is based on outstanding principal balances as of June 30, 2022.

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

(6)Net of unamortized discount of $1,761 and $1,937 as of June 30, 2022 and December 31, 2021, respectively.

(7)The initial maturity term of each of these mortgage loans is two years, individually subject to five, one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe). Our IH 2018-4 mortgage loan has exercised the second extension option, and our IH 2018-1 mortgage loan has exercised the third extension option. The maturity dates above reflect all extensions that have been exercised.

Securitization Transactions

For each Securitization transaction, the Borrower Entity executed a loan agreement with a third party lender. Except for IH 2017-1, each outstanding mortgage loan originally consisted of six floating rate components. The two year initial terms are individually subject to three to five, one year extension options at the Borrower Entity’s discretion. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender. IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components. Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest.

Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property. As of June 30, 2022 and December 31, 2021, a total of 14,702 and 26,950 homes, respectively, with a gross book value of $3,543,986 and $6,043,652, respectively, and a net book value of $2,937,988 and $4,922,037, respectively, are pledged pursuant to the mortgage loans. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. We are obligated to make monthly payments of interest for each mortgage loan.

Transactions with Trusts

Concurrent with the execution of each mortgage loan agreement, the respective third party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities for our currently outstanding Securitizations are wholly owned subsidiaries. We accounted for the transfers of the individual Securitizations from the wholly owned Depositor Entities to the respective Trusts as sales under ASC 860, Transfers and Servicing, with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value.

As consideration for the transfer of each loan to the Trusts, the Trusts issued classes of certificates which mirror the components of the individual loans (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts. The Certificates represent the entire beneficial interest in the Trusts. Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date.

The Trusts are structured as pass-through entities that receive interest payments from the Securitizations and distribute those payments to the holders of the Certificates. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. The obligations of the Trusts do not have any recourse to the general credit of any entities in these condensed consolidated financial statements. We have evaluated our interests in certain certificates of the Trusts held

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the retained certificates do not provide us with any ability to direct activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts.

Retained Certificates

As the Trusts made Certificates available for sale to both domestic and foreign investors, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As such, loan sponsors are required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date.

IH 2017-1 issued Class B certificates, which are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules. The Class B certificates bear a stated annual interest rate of 4.23%, including applicable servicing fees.

For IH 2018-1 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 $115,179 and $157,173 as of June 30, 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 each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves. As of June 30, 2022, and through the date our condensed consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants for the mortgage loans.

Prepayments

For the mortgage loans, prepayments of amounts owed by us are generally not permitted under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the six months ended June 30, 2022 and 2021, we made voluntary and mandatory prepayments of $845,225 and $323,355, respectively, under the terms of the mortgage loan agreements. For the six months ended June 30, 2022, prepayments included the full repayment of the 2018-2 and 2018-3 mortgage loans.

Secured Term Loan

On June 7, 2019, 2019-1 IH Borrower LP, a consolidated subsidiary (“2019-1 IH Borrower” and one of our Borrower Entities), entered into a 12 year loan agreement with a life insurance company (the “Secured Term Loan”). The Secured Term Loan bears interest at a fixed rate of 3.59%, including applicable servicing fees, for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR (subject to certain

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

adjustments as outlined in the loan agreement) for the twelfth year. The Secured Term Loan is secured by first priority mortgages on a portfolio of single-family rental properties as well as a first priority pledge of the equity interests of 2019-1 IH Borrower. We utilized the proceeds from the Secured Term Loan to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into the Secured Term Loan’s reserve accounts; (iii) transaction costs related to the closing of the Secured Term Loan; and (iv) general corporate purposes.

The following table sets forth a summary of our Secured Term Loan indebtedness as of June 30, 2022 and December 31, 2021:


	Maturity Date	Interest Rate(1)	June 30, 2022		December 31, 2021
Secured Term Loan	June 9, 2031	3.59%	$	403,363	$	403,363
Deferred financing costs, net			(1,942)		(2,050)
Secured Term Loan, net			$	401,421	$	401,313

(1)The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.

Collateral

The Secured Term Loan’s collateral pool contains 3,334 homes as of June 30, 2022 and December 31, 2021 with a gross book value of $806,038 and $801,318, respectively, and a net book value of $694,886 and $703,492, respectively. 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to substitute properties representing up to 20% of the collateral pool annually, and to substitute properties representing up to 100% of the collateral pool over the life of the Secured Term Loan. In addition, four times after the first anniversary of the closing date, 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15% of the then-outstanding principal balance of the Secured Term Loan in order to bring the loan-to-value ratio back in line with the Secured Term Loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the Secured Term Loan, but rather would reduce the number of single-family rental homes included in the collateral pool.

Loan Covenants

The Secured Term Loan requires 2019-1 IH Borrower to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the loan agreement. Negative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with limitations surrounding (i) the amount of 2019-1 IH Borrower’s indebtedness and the nature of its investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of 2019-1 IH Borrower’s business activities, and (v) the required maintenance of specified cash reserves. As of June 30, 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 six months ended June 30, 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 June 30, 2022 and December 31, 2021:


	Interest Rate(1)	June 30, 2022		December 31, 2021
Total Unsecured Notes, net(2)	2.00% — 4.15%	$	2,537,445	$	1,938,425
Deferred financing costs, net		(21,086)		(16,451)
Total		$	2,516,359	$	1,921,974

(1)Represents the range of contractual rates in place as of June 30, 2022.

(2)Net of unamortized discount of $12,555 and $11,575 as of June 30, 2022 and December 31, 2021. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes.

Current Year Activity

On March 25, 2022, we priced a public offering of $600,000 aggregate principal amount of 4.15% Senior Notes which mature in April 2032; and on April 5, 2022, we closed the offering and issued the related notes.

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 June 30, 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 Facilities and Revolving Facility

On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $3,500,000 of borrowing capacity and consists of a $1,000,000 revolving facility (the “Revolving Facility”) and a $2,500,000 term loan facility (the “2020 Term Loan Facility”), both of which mature on January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2020 Term Loan Facility such that the aggregate amount does not exceed $4,000,000 at any time), subject to certain limitations.

On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (the “2022 Term Loan Facility;” and together with the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provides $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and up to three delayed draw term loans (the “Delayed Draw Term Loans”) totaling $575,000 which may be drawn during the six month period following the effective date of the 2022 Term Loan Facility. The Initial Term Loan and any Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $950,000 at any time, subject to certain limitations.

The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facilities as of June 30, 2022 and December 31, 2021:


	Maturity Date	Interest Rate	June 30, 2022		December 31, 2021
2020 Term Loan Facility(1)(2)	January 31, 2025	2.79%	$	2,500,000	$	2,500,000
2022 Term Loan Facility(3)	June 22, 2029	3.03%	150,000		—
Total Term Loan Facilities			2,650,000		2,500,000
Less: deferred financing costs, net			(25,588)		(21,878)
Term Loan Facilities, net			$	2,624,412	$	2,478,122

Revolving Facility(1)(2)	January 31, 2025	2.68%	$	—	$	—

(1)Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of June 30, 2022, the applicable margins were 1.00% and 0.89%, respectively, and LIBOR was 1.79%.

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

(3)Interest rate for the 2022 Term Loan Facility is based on SOFR adjusted for a 0.10% credit spread adjustment (“Adjusted SOFR”), plus the applicable margin. As of June 30, 2022, the applicable margin was 1.24%, and Adjusted SOFR was 1.79%.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Interest Rate and Fees

Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing, or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00%. After obtaining the requisite rating on our non-credit enhanced, senior unsecured long term debt as defined in the Credit Facility agreement (the “Investment Grade Rating”), we elected to convert to a credit rating based pricing grid (the “Pricing Grid Conversion”) effective April 22, 2021.

Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Adjusted SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) SOFR for a one-month interest period plus 1.00%.

The current margins for the Term Loan Facilities and the Revolving Facility under are as follows:


	Base Rate Loans			LIBOR Rate Loans			SOFR Rate Loans
2020 Term Loan Facility	0.00%	—	0.65%	0.80%	—	1.65%	N/A
2022 Term Loan Facility	0.15%	—	1.20%	N/A			1.15%	—	2.20%
Revolving Facility	0.00%	—	0.45%	0.75%	—	1.45%	N/A

The Revolving Facility and the 2022 Term Loan Facility include a sustainability component whereby pricing can improve upon our achievement of certain sustainability ratings, determined via an independent third party evaluation.

Prior to the Pricing Grid Conversion, the margins for the Credit Facility were based on a total leverage based grid. The margins for the 2020 Term Loan Facility and Revolving Facility under the total leverage based grid were as follows:


	Base Rate Loans			LIBOR Rate Loans
2020 Term Loan Facility	0.45%	—	1.15%	1.45%	—	2.15%
Revolving Facility	0.50%	—	1.15%	1.50%	—	2.15%

In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10% to 0.30%. We are also required to pay customary letter of credit fees. Prior to the Pricing Grid Conversion, instead of a facility fee, we were required to pay an unused facility fee to the lenders under the Revolving Facility in respect of the unused commitments thereunder. The unused facility fee rate was either 0.30% or 0.20% per annum for the Revolving Facility. Under the 2022 Term Loan Facility, we are required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20% per annum.

Prepayments and Amortization

No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans. We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0% prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0% prepayment fee, and (c) at any time thereafter without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Loan Covenants

The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.

The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse. If at any time we do not have an Investment Grade Rating, we will also be required to maintain a maximum secured recourse leverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. As of June 30, 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 Credit Facility and the 2022 Term Loan Facility.

Guarantees

After we obtained the requisite Investment Grade Rating, our direct and indirect wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”) were released from their previous guarantee requirements under the Credit Facility (the “Investment Grade Release”) effective May 5, 2021. Prior to the Investment Grade Release, the obligations under the Credit Facility were guaranteed on a joint and several basis by each Subsidiary Guarantor, subject to certain exceptions.

On September 17, 2021, as a result of the execution of a parent guaranty agreement, the obligations under the Credit Facility became guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub. In connection with the 2022 Term Loan Facility, we entered into a similar parent guaranty agreement for INVH, the General Partner, and IH Merger Sub.

Convertible Senior Notes

In connection with the SWH merger, we assumed certain convertible senior notes including $345,000 in aggregate principal amount of 3.50% convertible senior notes due 2022 issued by SWH in January 2017 (the “2022 Convertible Notes”). Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year, and the 2022 Convertible Notes had an effective interest rate of 5.12% which included the effect of an adjustment to the fair value of the debt as of the Merger Date. 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Debt Maturities Schedule

The following table summarizes the contractual maturities of our debt as of June 30, 2022:


Year	Mortgage Loans(1)		Secured Term Loan		Unsecured Notes		Term Loan Facilities(2)		Revolving Facility(2)		Total
2022	$	—	$	—	$	—	$	—	$	—	$	—
2023	1,227,682		—		—		—		—		1,227,682
2024	—		—		—		—		—		—
2025	—		—		—		2,500,000		—		2,500,000
2026	—		—		—		—		—		—
Thereafter	994,650		403,363		2,550,000		150,000		—		4,098,013
Total	2,222,332		403,363		2,550,000		2,650,000		—		7,825,695
Less: deferred financing costs, net	(8,832)		(1,942)		(21,086)		(25,588)		—		(57,448)

Less: unamortized debt discount	(1,761)		—		(12,555)		—		—		(14,316)
Total	$	2,211,739	$	401,421	$	2,516,359	$	2,624,412	$	—	$	7,753,931

(1)The maturity dates of the obligations are reflective of all extensions that have been exercised as of June 30, 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)If we exercise the two six month extension options, the maturity date for the 2022 Term Loan Facility and the Revolving Facility will be January 31, 2026.

Note 8—Derivative Instruments

From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we did not elect to designate as hedges.

Designated Hedges

We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. 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 (see Note 2 for additional information about reference rate reform and our transition from LIBOR) . Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The table below summarizes our interest rate swap instruments as of June 30, 2022:


Agreement Date	Forward Effective Date	Maturity Date	Strike Rate	Index	Notional Amount
April 19, 2018	January 31, 2019	January 31, 2025	2.86%	One month LIBOR	$	400,000

April 19, 2018	March 15, 2019	November 30, 2024	2.85%	One month LIBOR	400,000
April 19, 2018	March 15, 2019	February 28, 2025	2.86%	One month LIBOR	400,000
May 8, 2018	March 9, 2020	June 9, 2025	2.99%	One month LIBOR	325,000
May 8, 2018	June 9, 2020	June 9, 2025	2.99%	One month LIBOR	595,000
June 28, 2018	August 7, 2020	July 9, 2025	2.90%	One month LIBOR	1,100,000
December 9, 2019	July 15, 2021	November 30, 2024	2.90%	One month LIBOR	400,000
November 7, 2018	March 15, 2022	July 31, 2025	3.14%	One month LIBOR	200,000

During the six months ended June 30, 2022, we terminated interest rate swaps or portions thereof and paid the counterparties $13,292 in connection with these terminations.

During the three and six months ended June 30, 2022 and 2021, the derivatives in the table above were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $2,160 will be reclassified to earnings as an increase in interest expense.

Non-Designated Hedges

Concurrent with entering into certain of the mortgage loan agreements and in connection with previous mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third party lenders. Currently, each of our cap agreements is indexed to one month LIBOR, which is set to expire on June 30, 2023. We will work with the counterparties to our cap agreements to adjust each floating rate to a comparable or successor rate. To the extent that the maturity date of one or more of the mortgage loans is extended through an exercise of one or more extension options, replacement or extension interest rate cap agreements must be executed with terms similar to those associated with the initial interest rate cap agreements and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0. The interest rate cap agreements, including all of our rights to payments owed by the counterparties and all other rights, have been pledged as additional collateral for the mortgage loans. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sales proceeds of the related interest rate caps are intended to offset each other. The purchased and sold interest rate caps have strike prices ranging from approximately 6.87% to 9.00%.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Fair Values of Derivative Instruments on the Condensed Consolidated Balance 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 June 30, 2022 and December 31, 2021:


	Asset Derivatives					Liability Derivatives
		Fair Value as of					Fair Value as of
	Balance Sheet Location	June 30, 2022		December 31, 2021		Balance Sheet Location	June 30, 2022		December 31, 2021
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	7,253	$	—	Other liabilities	$	2,073	$	271,156

Derivatives not designated as hedging instruments:
Interest rate caps	Other assets	32		6		Other liabilities	—		—
Total		$	7,285	$	6		$	2,073	$	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 June 30, 2022 and December 31, 2021:


	June 30, 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	$	7,285	$	—	$	7,285	$	(2,073)	$	—	$	5,212
Offsetting liabilities:
Derivatives	$	2,073	$	—	$	2,073	$	(2,073)	$	—	$	—


	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)

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 in the condensed consolidated statements of comprehensive income (loss) and the condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021:


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

	For the Three Months Ended June 30,					For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2022		2021			2022			2021			2022			2021
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	37,474	$	(21,190)	Interest expense		$	(23,018)		$	(38,256)		$	74,840		$	80,764


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

		For the Three Months Ended June 30,
		2022			2021
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	55		$	74


	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 Six Months Ended June 30,						For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2022		2021				2022			2021			2022			2021
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	213,539	$	58,869		Interest expense		$	(54,246)		$	(75,899)		$	149,229		$	164,170


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

		For the Six Months Ended Ended June 30,
		2022			2021
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	35		$	105

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Credit-Risk-Related Contingent Features

The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of June 30, 2022, the fair value of certain derivatives in a net liability position was $2,073. If we had breached any of these provisions at June 30, 2022, we could have been required to settle the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of $2,737.

Note 9—Stockholders' Equity

As of June 30, 2022, we have issued 610,359,909 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one-for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our condensed consolidated balance sheets and statements of equity. As of June 30, 2022, 2,787,395 outstanding OP Units are redeemable.

During the three and six months ended June 30, 2022, we issued 515,448 and 9,314,471 shares of common stock, respectively. During the three and six months ended June 30, 2021, we issued 1,068,110 and 1,600,878 shares of common stock, respectively.

At the Market Equity Program

On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the three and six months ended June 30, 2022, we sold 360,154 and 2,438,927 shares of our common stock under our 2021 ATM Equity Program, respectively, generating net proceeds of $14,408 and $98,367, respectively, after giving effect to Agent commissions and other costs totaling $320 and $1,633, respectively. As of June 30, 2022, $1,150,000 remains available for future offerings under the 2021 ATM Equity Program.

On August 22, 2019, we entered into distribution agreements with a syndicate of banks, pursuant to which we sold, from time to time, up to an aggregate sales price of $800,000 of our common stock (the “2019 ATM Equity Program”). We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program, and we did not sell any shares of common stock under the 2019 ATM Equity Program during the three and six months ended June 30, 2021.

Dividends

To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The following table summarizes our dividends declared from January 1, 2021 through June 30, 2022:


	Record Date	Amount per Share		Pay Date	Total Amount Declared
Q2-2022	May 10, 2022	$	0.22	May 27, 2022	$	134,744
Q1-2022	February 14, 2022	0.22		February 28, 2022	134,240
Q4-2021	November 9, 2021	0.17		November 24, 2021	102,180
Q3-2021	August 10, 2021	0.17		August 27, 2021	98,965
Q2-2021	May 11, 2021	0.17		May 28, 2021	97,054
Q1-2021	February 10, 2021	0.17		February 26, 2021	96,933

On July 19, 2022, our board of directors declared a dividend of $0.22 per share to stockholders of record on August 9, 2022, which is payable on August 26, 2022 (see Note 15).

Note 10—Share-Based Compensation

Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.

Our share-based awards consist of restricted stock units (“RSUs”), which may be time vesting, performance based vesting, or market based vesting, and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for EPS purposes, and 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 Form 10-K for the year ended December 31, 2021.

Share-Based Awards

The following summarizes our share-based award activity during the six months ended June 30, 2022.

Annual Long Term Incentive Plan (“LTIP”):

*•*Annual LTIP Awards Granted: During the six months ended June 30, 2022, we granted 639,400 RSUs, pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date.

LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).

All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.

*•*PRSU Results: During the six months ended June 30, 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

During the six months ended June 30, 2022, we granted 106,975 time-vesting RSUs in the form of retention awards to certain associates which will fully vest on March 1, 2025, subject to continued employment through the vesting date.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Director Awards

During the six months ended June 30, 2022, we granted 36,912 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2023 annual stockholders meeting, subject to continued service on the board of directors through such date.

Outperformance Awards

On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”). The 2019 Outperformance Awards included 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 earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards vested 50% on the certification date in April 2022, and 25% will vest on each of the first and second anniversaries of March 31, 2022, subject to continued employment. The estimated fair value of 2019 Outperformance Awards that fully vested during the six months ended June 30, 2022 was $6,134. The aggregate $12,160 grant-date fair value of the 2019 Outperformance Awards that were earned was determined based on Monte-Carlo option pricing models which estimated the probability of achievement of the TSR thresholds. The grant-date fair value is amortized ratably over each vesting period.

On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the “Outperformance Awards”). The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025. The 2022 Outperformance Awards provide that upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award terms. To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date. Earned awards will vest 50% on the certification date and 50% on March 31, 2026, subject to continued employment. We issued 2022 Outperformance Awards with an approximate aggregate $20,900 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Summary of Total Share-Based Awards

The following table summarizes activity related to non-vested time-vesting RSUs and PRSUs, other than Outperformance Awards, during the six months ended June 30, 2022:


	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	339,187	37.39		729,701	31.46		1,068,888	33.34
Vested(2)	(211,815)	(28.79)		(602,994)	(24.67)		(814,809)	(25.74)
Forfeited / canceled	(4,015)	(34.30)		(6,840)	(29.65)		(10,855)	(31.37)
Balance, June 30, 2022	520,442	$	34.55	1,217,404	$	32.06	1,737,846	$	32.81

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

(2)All vested share-based awards are included in basic EPS for the periods after each award’s vesting date. The estimated fair value of share-based awards that fully vested during the six months ended June 30, 2022 was $21,036. During the six months ended June 30, 2022, 1,349 RSUs were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.

Grant-Date Fair Values

The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted during the six months ended June 30, 2022:


						For the Six Months Ended June 30,
Expected volatility(1)						28.9% — 33.6%
Risk-free rate						1.72% — 2.59%
Expected holding period (years)						2.84 — 3.00

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

Summary of Total Share-Based Compensation Expense

During the three and six months ended June 30, 2022 and 2021, we recognized share-based compensation expense as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2022		2021		2022		2021
General and administrative	$	6,195	$	7,503	$	11,415	$	12,143
Property management expense	1,794		1,703		3,220		2,877
Total	$	7,989	$	9,206	$	14,635	$	15,020

As of June 30, 2022, there is $57,118 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 2.36 years.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 11—Fair Value Measurements

The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our 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 8 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 June 30, 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 June 30, 2022 and December 31, 2021:


		June 30, 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	$	115,179	$	113,440	$	157,173	$	161,356

Liabilities carried at historical cost on the condensed consolidated balance sheets:
Unsecured Notes — public offering(2)	Level 1	$	2,237,445	$	1,861,966	$	1,638,425	$	1,599,001
Mortgage loans(3)	Level 2	2,220,571		2,155,840		3,065,620		3,110,862
Unsecured Notes — private placement(4)	Level 2	300,000		240,521		300,000		298,822
Secured Term Loan(5)	Level 3	403,363		375,972		403,363		422,519
Term Loan Facilities(6)	Level 3	2,650,000		2,655,317		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 $12,555 and $11,575 of unamortized discount and excludes $19,654 and $14,934 of deferred financing costs as of June 30, 2022 and December 31, 2021, respectively.

(3)The carrying values of the mortgage loans are shown net of discount and exclude $8,832 and $9,767 of deferred financing costs as of June 30, 2022 and December 31, 2021, respectively.

(4)The carrying value of the Unsecured Notes — private placement excludes $1,432 and $1,517 of deferred financing costs as of June 30, 2022 and December 31, 2021, respectively.

(5)The carrying value of the Secured Term Loan excludes $1,942 and $2,050 of deferred financing costs as of June 30, 2022 and December 31, 2021, respectively.

(6)The carrying values of the Term Loan Facilities exclude $25,588 and $21,878 of deferred financing costs as of June 30, 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.

We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.

The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of June 30, 2022:


	Quantitative Information about Level 3 Fair Value Measurement(1)
	Fair Value		Valuation Technique	Unobservable Input	Rate
Secured Term Loan	$	375,972	Discounted Cash Flow	Effective Rate	4.51%
Term Loan Facilities	2,655,317		Discounted Cash Flow	Effective Rate	2.80%	—	4.75%

(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 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 June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount	$	213	$	672	$	736	$	2,953
Total impairments	(36)		(93)		(137)		(524)
Fair value	$	177	$	579	$	599	$	2,429

We did not record any impairments for our investments in single-family residential properties, net held for use during the three and six months ended June 30, 2022 and 2021. For additional information related to our single-family residential properties as of June 30, 2022 and 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

Basic and diluted EPS are calculated as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2022		2021		2022		2021
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted	$	110,815	$	60,242	$	203,210	$	117,514

Denominator:
Weighted average common shares outstanding — basic	610,331,643		567,931,472		608,381,768		567,655,034
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards	1,288,832		1,351,694		1,393,502		1,401,148
Weighted average common shares outstanding — diluted	611,620,475		569,283,166		609,775,270		569,056,182

Net income per common share — basic	$	0.18	$	0.11	$	0.33	$	0.21
Net income per common share — diluted	$	0.18	$	0.11	$	0.33	$	0.21

Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. Because their inclusion would have been anti-dilutive, the following number of incremental shares attributed to non-vested share-based awards are excluded from the denominator: for the three months ended June 30, 2022, 206; for the six months ended June 30, 2022 and 2021, 31,881 and 33,877, respectively. There were not any anti-dilutive incremental shares attributed to non-vested share-based awards for the three months ended June 30, 2021.

For the three and six months ended June 30, 2022 and 2021, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.

For the six months ended June 30, 2022, using the “if-converted” method, 584,966 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes are excluded from the computation of diluted EPS as they are anti-dilutive. The outstanding balance of the 2022 Convertible Notes was settled in January 2022. As such they had no effect on potential dilution for the three months ended June 30, 2022. For the three and six months ended June 30, 2021, using the “if-converted” method, 15,160,692 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes 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 three and six months ended June 30, 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 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 June 30, 2022 and December 31, 2021, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

We have sold assets that were either subject to state and local income taxes or Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs. These transactions resulted in $83 and $142 of current income tax expense for the three months ended June 30, 2022 and 2021, respectively, and resulted in $162 and $383 of current income tax expense for the six months ended June 30, 2022 and 2021, respectively, which has been recorded in gain on sale of property, net of tax in the condensed consolidated 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 June 30, 2022, for the periods below:


Year	Operating Leases		Finance Leases
Remainder of 2022	$	2,364	$	1,501
2023	3,885		2,563
2024	3,526		827
2025	2,110		109
2026	1,028		6
Thereafter	500		—
Total lease payments	13,413		5,006
Less: imputed interest	(676)		(315)
Total lease liability	$	12,737	$	4,691

The components of lease expense for the three and six months ended June 30, 2022 and 2021 are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2022		2021		2022		2021
Operating lease cost:
Fixed lease cost	$	831	$	1,055	$	1,666	$	2,114
Variable lease cost	377		261		749		604
Total operating lease cost	$	1,208	$	1,316	$	2,415	$	2,718

Finance lease cost:
Amortization of ROU assets	$	695	$	712	$	1,380	$	1,416
Interest on lease liabilities	59		70		127		156
Total finance lease cost	$	754	$	782	$	1,507	$	1,572

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,029 homes over the next five years. Estimated remaining commitments under these agreements total approximately $620,000 as of June 30, 2022.

Insurance Policies

Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of June 30, 2022, there are no material contingent liabilities related to uninsured losses with respect to our properties.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Legal Matters

We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as congressional and regulatory inquiries and engagements. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our condensed consolidated financial statements.

Note 15—Subsequent Events

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

Dividend Declaration

On July 19, 2022, our board of directors declared a dividend of $0.22 per share to stockholders of record on August 9, 2022, which is payable on August 26, 2022.

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