Invitation Homes (INVH) 10-K risk factor changes: FY2017 vs FY2016

The risk factors noted in this section and other factors noted throughout this Annual [removed: Report,] [added: Report on Form 10-K,] describe certain risks and uncertainties that could cause our actual results to differ materially from those contained in any forward-looking statement and should be considered carefully in evaluating our company and our business.

| • | unanticipated repairs, capital [removed: expenditures] [added: expenditures, weather related damages] or other costs; |

We may encounter unanticipated problems as we continue to refine our business model, which may adversely affect our results of operations and ability to make distributions to our stockholders and cause our [removed: share] [added: stock] price to decline significantly.

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of [removed: nearly 50,000] [added: over 80,000] homes as of December 31, [removed: 2016.][added: 2017.]

We have recorded [removed: combined and] consolidated net losses in the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014.][added: 2015.]

If the recent economic downturn in these markets returns or if we fail to accurately predict the timing of economic improvement in these markets, the value of our properties could decline and our ability to execute our business plan may be adversely affected to a greater extent than if we owned a real estate portfolio that was more geographically diversified, which could adversely affect our financial condition, operating results and ability to make distributions to our [removed: stockholders.][added: stockholders and cause the value of our common stock to decline.]

[added: Potential competitors may have lower rates of occupancy than we do or may have] superior access to capital and other resources, which may result in competing owners more easily locating residents and leasing available housing at lower rental rates than we might offer at our homes.

Many of these competitors may successfully attract residents with better incentives and amenities, which could adversely affect our ability to obtain quality residents and lease our [removed: single- family] [added: single-family] properties on favorable terms.

Competition may result in fewer investments, higher prices, a broadly dispersed portfolio of properties that [added: does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.]

[removed: Especially in times of recession and economic slowdown,] rent control initiatives can acquire significant political support.

Our success depends on our ability to acquire properties that can be quickly [added: possessed,] renovated, repaired, upgraded and rented with minimal expense and maintained in quality condition.

In determining whether a particular property meets our investment criteria, we [added: also] make a number of assumptions, including, among other things, assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing and resident default rates.

These assumptions may prove inaccurate, particularly since the properties that we acquire vary materially in terms of [added: time to possession,] renovation, quality and type of construction, geographic location and hazards.

We generally do not have exclusive or long-term contractual relationships with [removed: these] third party [removed: providers,] [added: providers] and we can provide no assurance that we will have uninterrupted or unlimited access to their services.

The holdover occupants may be the former owners or residents of a property, or they may be squatters or others who [added: are illegally in possession.]

[removed: This lack of title knowledge and insurance protection] may result in third parties having claims against our title to such properties that may materially and adversely affect the values of the properties or call into question the validity of our title to such properties.

[added: If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target] investment criteria, we may decide to sell, rather than renovate and rent, such properties, which could take an extended period of time and may not result in a sale at an attractive price.

[removed: Additionally, such properties may be] subject to covenants, conditions, or restrictions that restrict the use or ownership of such properties, including prohibitions on leasing.

[removed: We may be subject to environmental laws or regulations relating to our properties, such] as those concerning lead-based paint, mold, asbestos, proximity to power lines or other issues.

[removed: The properties we acquire may often be vacant at the time of closing and we] [added: We] may not be successful in locating residents to lease the individual properties that we acquire as quickly as we had expected or at all.

[added: Our reputation, financial performance and] ability to make distributions to our stockholders would be adversely affected if a significant number of our residents fail to meet their lease obligations or fail to renew their leases.

As such leases permit the residents to leave at the end of the lease term, we anticipate our rental revenues may be affected by declines in market rental rates more quickly than [removed: if our leases were for longer terms.]

Our operations are dependent upon our [added: information systems that support our business processes, including marketing, leasing, vendor communications, finance, intracompany communications,] resident portal and property management platforms, [removed: including Yardi and Salesforce,] which include certain automated processes that require access to telecommunications or the Internet, each of which is subject to system security risks.

Certain critical components of our platform are dependent upon third party service [removed: providers] [added: providers,] and a significant portion of our business operations are conducted over the Internet.

[removed: As a result, we could be] severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the Internet or operations at our third party service providers, including viruses or experienced computer programmers that could penetrate network security defenses and cause system failures and disruptions of operations.

[added: In the ordinary course of our business we acquire and store] sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current residents, employees and third party service providers.

[removed: Future] [added: Our participation in] joint venture investments may limit our ability to invest in certain [removed: markets] [added: markets,] and [added: we] may be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and disputes between us and our joint venture partners.

[removed: Although we currently wholly own] [added: We currently,] and [removed: manage our properties, we] may [removed: decide to co-invest] in the future [added: co-invest] with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity.

[removed: As a result, if we decide to make any such] [added: These] joint [removed: venture investments in the future, we] [added: ventures] may be subject to restrictions that prohibit us from making other investments in certain markets until all of the funds in such partnership, joint venture or other entity are invested or [removed: committed, and we would not be in a position to exercise sole decision- making authority regarding the property, partnership, joint venture or other entity which may, among other things, impact our ability to satisfy the REIT requirements.][added: committed.]

[removed: Investments] [added: Further, investments] in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.

Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers [removed: and/ or trustees] [added: and/or directors] from focusing their time and effort on our business.

Consequently, actions by, or disputes with, any of our [removed: future] [added: joint venture] partners might result in subjecting properties owned by the partnership or joint venture to additional risk.

In addition, we may in certain circumstances be liable for the actions of any of our [removed: future third party] [added: third-party] partners or co-venturers.

However, there are certain losses, including losses from floods, fires, earthquakes, wind, pollution, acts of war, acts of terrorism or riots, [added: certain environmental hazards and security breaches] for which we may self-insure or which may not always or generally be insured against because it may not be deemed economically feasible or prudent to do so.

A number of our properties are also located in [added: Texas,] Florida and Charlotte, which are areas known to be subject to wind and/or flood risk.

In such an event, the value of the affected properties would be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential [added: revenues in such properties and could potentially remain obligated under any recourse debt associated with such properties.]

[removed: Inflation, changes in building codes and ordinances,] environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate a particular property after it has been damaged or destroyed.

- repaying debt or buying back [removed: shares;][added: stock;]

For example, we may be required to hold our properties for a minimum period of time and comply with certain other requirements in the [removed: Internal Revenue Code of 1986, as amended (the “Code”),] [added: Code,] or dispose of our properties through a taxable REIT subsidiary (“TRS”), in which case we will incur corporate level tax on any net gains from such dispositions.

These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for [added: distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; (6) the risk that necessary capital expenditures cannot be financed on favorable terms; and (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures.]

| • | fraud by borrowers, originators and/or sellers of mortgage loans; |

| • | undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations; |

We are also required to devote significant management attention and resources to the integration of our and Legacy SWH’s business practices and operations.

Our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, changing demographics and changes in employment legislation.

If we are unable to retain qualified personnel or our labor costs increase significantly, our business operations and our financial performance could be adversely impacted.

Especially in times of recession and economic slowdown,

Many such consumer organizations have become more active and better funded in connection with mortgage foreclosure-related issues, and with the increased market for homes arising from displaced homeownership, some of these organizations may shift their litigation, lobbying, fundraising and grass roots organizing activities to focus on landlord-resident issues.

We have entered into a three-year contract with a third party vendor to provide certain services for our properties.

Because of the large volume of services under this contract only a limited number of companies are capable of servicing our needs on this scale, accordingly, the inability or unwillingness of this vendor, to continue to provide these services on acceptable terms or at all could have a material adverse effect on our business.

We rely on the systems of our third party service providers, their ability to perform key operations on our behalf in a timely manner and in accordance with agreed levels of service and their ability to attract and retain sufficient qualified personnel to perform our work.

A failure in the systems of one of our third party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient qualified personnel, could have a material adverse effect on our business, results of operations and financial condition.

In the event of failure by our general contractors to pay their subcontractors, our properties may be subject to filings of mechanics or materialmen liens, which we may need to resolve to remain in compliance with certain debt covenants, and for which indemnification from the general contractors may not be available.

This lack of title knowledge and insurance protection

Bulk portfolio acquisitions are also more complex than single-family home acquisitions, and we may not be able to implement this strategy successfully.

The costs involved in locating and performing due diligence (when feasible) on portfolios of homes as well as negotiating and entering into transactions with potential portfolio sellers could be significant, and there is a risk that either the seller may withdraw from the entire transaction for failure to come to an agreement or the seller may not be willing to sell us the bulk portfolio on terms that we view as favorable.

In addition, a seller may require that a group of homes be purchased as a package even though we may not want to purchase certain individual assets in the bulk portfolio.

Additionally, such properties may be

Several states have enacted laws that provide that a lien for unpaid monies owed to an HOA may be senior to or extinguish mortgage liens on properties.

Such actions, if not cured, may give rise to events of default under certain of our indebtedness, which could have a material adverse impact on us.

We may be subject to environmental laws or regulations relating to our properties, such

The properties we acquire may often be vacant at the time of closing and we may acquire multiple vacant properties in close geographic proximity to one another.

if our leases were for longer terms.

In addition, most of our potential residents are represented by leasing agents and we may need to pay all or a portion of any related agent commissions, which will reduce the revenue from a particular rental home.

Alternatively, to the extent that a lease term exceeds one year, we may miss out on the ability to raise rents in an appreciating market and be locked into a lower rent until such lease expires.

Many factors impact the single-family rental market, and if rents in our markets do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash could decline.

The success of our business model depends, in part, on conditions in the single-family rental market in our markets.

Our investment strategy is premised on assumptions about occupancy levels, rental rates, interest rates and other factors, and if those assumptions prove to be inaccurate, our cash flows and profitability will be reduced.

Recent strengthening of the United States economy and job growth, coupled with government programs designed to keep homeowners in their homes and/or other factors may contribute to an increase in homeownership rather than renting.

In addition, we expect that as investors like us increasingly seek to capitalize on opportunities to purchase housing assets at below replacement costs and convert them to productive uses, the supply of single-family rental properties will decrease, which may increase competition for residents, limit our strategic opportunities and increase the cost to acquire those properties.

A softening of the rental market in our core areas would reduce our rental revenue and profitability.

We may not have control over timing and costs arising from renovating our properties, and the cost of maintaining rental properties is generally higher than the cost of maintaining owner-occupied homes, which will affect our costs of operations and may adversely impact our ability to make distributions to our stockholders.

Renters impose additional risks to owning real property.

Renters do not have the same interest as an owner in maintaining a property and its contents and generally do not participate in any appreciation of the property.

Accordingly, renters may damage a property and its contents, and may not be forthright in reporting damages or amenable to repairing them completely or at all.

A rental property may need repairs and/or improvements after each resident vacates the premises, the costs of which may exceed any security deposit provided to us by the resident when the rental property was originally leased.

Accordingly, the cost of maintaining rental properties can be higher than the cost of maintaining owner-occupied homes, which will affect our costs of operations and may adversely impact our ability to make distributions to our stockholders.

As a result, we could be

In addition, we may also not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, and our joint venture partners could take actions that are not within our control.

Such actions could, among other things, impact our ability to maintain our status as a REIT.

We are subject to risks associated with an SEC investigation captioned “In the Matter of Certain Single Family Rental Securitizations.”

Potential competitors may have lower rates of occupancy than we do or may have

does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.

Of the 48,298 homes in our portfolio as of December 31, 2016, approximately 29% were acquired at auction on an “as is” basis.

are illegally in possession.

Of the 48,298 homes in our portfolio as of December 31, 2016 approximately 29% were acquired at auction on an “as is” basis.

If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target

Our reputation, financial performance and

In the ordinary course of our business we acquire and store

revenues in such properties and could potentially remain obligated under any recourse debt associated with such properties.

distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures cannot be financed on favorable terms.

As of December 31, 2016, we had approximately $7,570.3 million aggregate principal amount of indebtedness outstanding, including $5,254.7 million of non-recourse asset-backed mortgage loans.

lender elects, including prepayment of principal and amounts due under the loans.

After giving effect to (i) the debt repayments made in connection with the completion of the IPO, (ii) borrowings under the New Credit Facility and (iii) interest rate swap agreements that we entered into in December 2016 and January 2017 (see Part II.

| • | we have a board that is comprised of a majority of “independent directors,” as defined under the rules of such exchange; |

| • | we have a nominating and corporate governance committee that is comprised entirely of independent directors. |

We do not have a majority of independent directors on our board.

In addition, although we have a fully independent audit committee and have independent director representation on our compensation and nominating and corporate governance committees, our compensation and nominating and corporate governance committees do not consist entirely of independent directors.

We intend to continue to utilize these “controlled company” exemptions.

We incur increased costs and are subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.

As a public company, we incur additional legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements.

We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the SEC and the NYSE.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

We may also be required to make distributions to

However, there can be no assurances

Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”).

According to publicly released statements, a top legislative priority of the Trump administration and the next Congress may be significant reform of the Code, including significant changes to taxation of business entities and the deductibility of interest expense.

There is a substantial lack of clarity around the likelihood, timing and details of any such tax reform and the impact of any potential tax reform on an investment in us.

In

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that such sales could occur.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate.

We had a total of 313,666,760 shares of our common stock outstanding as of March 30, 2017, including shares underlying 3,290,126 restricted stock units issued at the time of the IPO.

All of the 88,550,000 shares of our common stock sold in the IPO, are freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates.”

The remaining 225,116,760 shares of our common stock outstanding held by our pre-IPO owners, other than shares underlying restricted stock units that were granted to directors, officers and employees at the time of the IPO issued under our Omnibus Incentive Plan, are “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144.

At the time of the IPO, we made certain awards to executives, employees and directors in an amount of $65.8 million, as awards under our Omnibus Incentive Plan.

The shares underlying such grants are registered under the Securities Act and are not restricted securities.

“Business,” and the [removed: combined and] consolidated financial statements, including the notes thereto, that are included elsewhere in this Annual Report on Form 10-K.

We [removed: have selected locations] [added: operate in markets] with strong demand drivers, high barriers to entry and high [removed: rent-growth] [added: rent growth] potential, primarily in the Western United [removed: States] [added: States, Florida] and [removed: Florida.][added: the Southeastern United States.]

Through disciplined market and asset selection, we [added: and, prior to the Mergers, SWH] designed our [removed: portfolio] [added: portfolios] to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.

[removed: As of December 31, 2016, we had 36,469 homes in our] [added: | (5) |] Same Store [removed: portfolio] (consisting of homes which had commenced their initial post-renovation lease prior to October [removed: 3, 2014).][added: 3rd of the year prior to the first year of the comparison period) homes are 42,689 for the years ended December 31, 2017 and 2016 and 36,469 for the year ended December 31, 2015. |]

The following table provides summary information regarding our total [removed: and Same Store] portfolio [removed: (consisting of homes which had commenced their initial post-renovation lease prior to October 3, 2014)] as of and for the periods ended December 31, [removed: 2016] [added: 2017] as noted [removed: below.][added: below:]

| Market | | [added: Total Portfolio] Number of [removed: homes(1)] [added: Homes(1)] | | [added: Legacy SWH Number of Homes(1)] | [removed: Average Occupancy(2)] | [added: Number of Homes(1)] | | Average [removed: monthly rent(3)] [added: Occupancy(2)] | | [added: Average Monthly Rent(3)] | | Average [removed: monthly rent] [added: Monthly Rent] PSF(3) | | [removed: | |] % of Revenue(4) | [removed: |]

| Western United States | | | | | | | | | | | | | | | [removed: | | |]

| Florida | | | | | | | | | | | | | | | [removed: | | |]

| [removed: Southeast] [added: Southeastern] United States | | | | | | | | | | | | | | | [removed: | | |]

| Midwest United States | | | | | | | | | | | | | | | [removed: | | |]

| (2) | Represents average occupancy [added: of the Legacy IH portfolio] for the year ended December 31, [removed: 2016.] [added: 2017.] |

| (3) | Represents average [added: monthly] rent, net of rental concessions, [added: of the Legacy IH portfolio] for the [removed: three months] [added: year] ended December 31, [removed: 2016.] [added: 2017.] |

| (4) | Represents the percentage of total revenue [added: of the Legacy IH portfolio] generated in each market for the [removed: three months] [added: year] ended December 31, [removed: 2016.] [added: 2017.] |

Key factors that impact our results of operations and financial condition include market fundamentals, property acquisitions and renovations, rental rates and occupancy levels, turnover [added: rates] and days to re-resident homes, property improvements and maintenance, and financing arrangements.

Market Fundamentals: Our results are impacted by housing market fundamentals and supply and demand conditions in our markets, particularly in the Western United States and Florida, which represented [removed: 72.4%] [added: 72.0%] of our revenues during the [removed: three months] [added: year] ended December 31, [removed: 2016.][added: 2017.]

In recent periods, our Western United States and Florida markets have experienced favorable demand fundamentals with employment growth and household formation rates [removed: that have exceeded the U.S. averages, while exhibiting a greater decline in] [added: and favorable supply fundamentals such as] the rate of new supply [removed: deliveries (measured by total housing permits as a percentage of households) from their long-term averages than the United States on the whole.][added: delivery.]

We believe these [removed: favorable] supply and demand fundamentals have driven [removed: strong] [added: favorable] rental rate growth and home price appreciation for our Western United States and Florida markets in recent [removed: periods compared to the U.S. average,] [added: periods,] and we expect these trends to continue in the near to intermediate term.

Turnover [added: Rates] and Days to Re-Resident: Other drivers of rental revenues and property operating and maintenance expense include increasing the length of stay of our residents, minimizing resident turnover rates, and reducing the number of days a home is unoccupied between residents.

Financing Arrangements: Financing arrangements directly impact [added: our] interest expense, [removed: credit facilities,] mortgage loans, [added: term loan facility, revolving facility] and [removed: warehouse loans,] [added: convertible debt,] as well as our ability to acquire and renovate homes.

We have historically utilized [removed: credit facilities and warehouse loans] [added: indebtedness] to acquire and renovate new homes.

Our current financing arrangements contain [added: financial covenants, and certain financing arrangements contain] variable interest rate [removed: terms, along with certain financial covenants.][added: terms.]

Interest rates are impacted by [removed: the characteristics of our homes,] market conditions, and the terms [added: of the underlying financing arrangements.]

[removed: See “—Quantitative and Qualitative Disclosures about Market] Risk” for further discussion regarding interest rate risk.

The offering generated net proceeds of approximately [removed: $1,667.0] [added: $1,692.1] million to us after underwriting discounts, [removed: expenses and] [added: but before] transaction costs.

We used a portion of the net proceeds, together with the borrowings under the Term Loan Facility of our New Credit Facility [removed: (described] [added: (both described] below), to repay all of [removed: our] [added: the then] existing credit facilities and our mortgage loan relating to the IH1 2013-1 securitization and a portion of the mortgage loan relating to the IH1 2014-1 [removed: securitization transaction,] [added: securitization,] and to pay fees and expenses related to the offering.

On February 6, 2017, [removed: the Operating Partnership] [added: INVH LP] entered into a new credit agreement with the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto.

The new credit agreement provides for senior secured credit facilities (together, collectively, the “New Credit Facility”) consisting of (i) a $1,000.0 million revolving [removed: credit] facility (the “Revolving Facility”), which will mature on February 6, 2021, with a one-year extension option subject to certain [removed: conditions] [added: conditions,] and (ii) a $1,500.0 million [removed: Term] [added: term loan facility (the “Term] Loan [removed: Facility,] [added: Facility”),] which will mature on February 6, 2022.

Rental revenues, net of any concessions and uncollectible amounts, consist of rents collected under lease agreements related to our single-family [removed: rental homes.][added: homes for lease.]

[removed: We expect to incur] [added: Following the IPO, we incurred] additional legal, accounting and other expenses that we [removed: have] [added: had] not [added: previously] incurred as a private company, including costs associated with public company reporting requirements.

As a result, general and administrative expense in the historical periods discussed in “—Results of Operations” may not be comparable to general and administrative expense in periods [removed: following] [added: from and after] the [removed: IPO.][added: IPO and the Mergers.]

We have recognized [removed: noncash] incentive compensation expense related to the value of those units in our results of [removed: operations as a component of general and administrative expense and property management expense.][added: operations.]

In connection with [added: and subsequent to] the IPO, we modified certain of our incentive awards and issued new awards in order to align our employees’ interests with those of our investors.

Interest expense includes interest expense as well as amortization of discounts and deferred financing costs from our financing [removed: arrangements and] [added: arrangements,] unrealized gains (losses) on non-designated hedging [removed: instruments.][added: instruments and noncash interest expense related to designated hedging instruments acquired in the Mergers.]

[removed: Other][added: Other, net]

[removed: Other includes acquisition costs,] [added: | (4) | Includes] interest [removed: income,] [added: income] and other miscellaneous income and expenses. [added: |]

Gain (Loss) on Sale of [removed: Property][added: Property, net of tax]

Gain (loss) on sale of [removed: property] [added: property, net of tax] consists of [added: net] gains and losses resulting from sales of our homes.

| | [added: |] Year Ended December 31, | | | | | | | | | | | | | |

| ($ in thousands) | [added: |] 2016 | | | | 2015 | | | | $ Change | | | | % Change | |

| Revenues: | | | | | | | | | | | | | | | [added: |]

Unless otherwise indicated or the context otherwise requires, information presented throughout this discussion and analysis of our financial condition and results of operations as of and for the year ended December 31, 2017 includes the impact of the Mergers; however, the discussion of operational information for our total and same store portfolio, including average occupancy, average rent and net effective rental rate growth, is provided with respect to the Legacy IH portfolio and does not reflect the results of the Legacy SWH portfolio.

Invitation Homes is a leading owner and operator of single-family homes for lease, offering residents high-quality homes in sought-after neighborhoods across America.

With over 82,000 homes for lease in 17 markets across the country as of December 31, 2017, Invitation Homes is meeting changing lifestyle demands by providing residents access to updated homes with features they value, such as close proximity to jobs and access to good schools.

Our mission statement, “Together with you, we make a house a home,” reflects our commitment to high-touch service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.

We invest in markets that we expect will exhibit lower new supply, stronger job and household formation growth and superior NOI growth relative to the broader United States housing and rental market.

Within our 17 markets, we target attractive neighborhoods in in-fill locations with multiple demand drivers, such as proximity to major employment centers, desirable schools and transportation corridors.

Our homes average approximately 1,850 square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than the typical multifamily resident.

As of December 31, 2017, we have invested approximately $1.2 billion in the upfront renovation of homes in the Legacy IH portfolio, representing approximately $25,000 per home, in order to address capital needs, reduce ongoing maintenance costs and drive resident demand.

As a result, our portfolio benefits from high occupancy and low turnover rates, and we are well positioned to drive strong rent growth, attractive margins and predictable cash flows.

Reorganization and Initial Public Offering

On January 31, 2017, we and our Pre-IPO Owners effected the Pre-IPO Transactions that resulted in INVH LP holding, directly or indirectly, all of the assets, liabilities, and results of operations reflected in our consolidated financial statements, including the full portfolio of homes held by the IH Holding Entities.

As a result of the Pre-IPO Transactions, INVH LP became a consolidated subsidiary of INVH.

A wholly-owned subsidiary of INVH, Invitation Homes OP GP LLC, serves as INVH LP’s sole general partner.

The Pre-IPO Transactions have been accounted for as a reorganization of entities under common control utilizing historical cost basis in our 2017 financial statements.

Accordingly, after January 31, 2017, our consolidated financial statements include the accounts of INVH and its wholly-owned subsidiaries.

Prior to that date, our consolidated financial statements include the combined accounts of INVH LP and the IH Holding Entities and their wholly-owned subsidiaries.

On February 6, 2017, Invitation Homes Inc. completed an initial public offering of 88,550,000 shares of common stock at a price to the public of $20.00 per share (the “IPO”).

An additional 221,826,634 shares of common stock were issued to the Pre-IPO Owners, including stock held by directors, officers, and employees as part of the Pre-IPO Transactions.

Merger with Starwood Waypoint Homes

On November 16, 2017, we completed the Mergers with SWH.

We believe that the Mergers provide a number of significant potential strategic benefits and opportunities that will be in the best interests of our stockholders.

More specifically, we believe that the Mergers created a diversified and high-quality portfolio of homes in high-growth markets.

Potential benefits from economies of scale and the market overlap of INVH’s and SWH’s complementary portfolios may be derived from optimization of operations, reduction of operating costs and other anticipated synergies.

| | | | | | | Legacy IH | | | | | | | | |

| Southern California | | 8,384 | | 3,752 | | 4,632 | | 95.5% | | $2,267 | | $1.33 | | 12.7% |

| Northern California | | 4,606 | | 1,759 | | 2,847 | | 95.8% | | 1,780 | | 1.13 | | 6.7% |

| Seattle | | 3,271 | | N/A | | 3,271 | | 94.7% | | 1,956 | | 1.03 | | 8.3% |

| Phoenix | | 7,435 | | 1,990 | | 5,445 | | 95.3% | | 1,179 | | 0.74 | | 8.2% |

| Las Vegas | | 2,708 | | 1,745 | | 963 | | 95.2% | | 1,463 | | 0.76 | | 1.8% |

| Denver | | 2,195 | | 2,195 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Western United States Subtotal | | 28,599 | | 11,441 | | 17,158 | | 95.3% | | 1,736 | | 1.02 | | 37.7% |

| South Florida | | 9,334 | | 3,768 | | 5,566 | | 93.4% | | 2,186 | | 1.14 | | 14.6% |

| Tampa | | 8,853 | | 3,920 | | 4,933 | | 94.4% | | 1,594 | | 0.82 | | 9.6% |

| Orlando | | 5,679 | | 1,943 | | 3,736 | | 95.4% | | 1,527 | | 0.80 | | 7.0% |

| Jacksonville | | 1,945 | | N/A | | 1,945 | | 94.6% | | 1,569 | | 0.79 | | 3.8% |

| Florida Subtotal | | 25,811 | | 9,631 | | 16,180 | | 94.3% | | 1,778 | | 0.92 | | 35.0% |

| Atlanta | | 12,428 | | 5,075 | | 7,353 | | 94.9% | | 1,389 | | 0.67 | | 12.6% |

| Charlotte | | 4,895 | | 1,721 | | 3,174 | | 94.1% | | 1,386 | | 0.70 | | 5.2% |

| Nashville | | 761 | | 761 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Southeastern United States Subtotal | | 18,084 | | 7,557 | | 10,527 | | 94.7% | | 1,388 | | 0.68 | | 17.8% |

Item.

We are a leading owner and operator of single-family homes for lease in the United States.

Our portfolio of nearly 50,000 high quality homes is wholly owned and is concentrated in attractive in-fill submarkets of major MSAs.

In April 2012, we began purchasing single-family rental homes, and by December 31, 2012, we owned over 11,000 homes in 12 markets.

Our rapid acquisition pace continued, and by December 31, 2013 and 2014, our portfolio included approximately 39,000 and 46,000 homes, respectively, and had expanded to 13 markets across 10 states.

Since inception, we have invested approximately $1,300.0 million of additional capital in the form of improvements into our homes that we still own as part of the initial renovation of acquired homes, as well as ongoing general maintenance and upkeep.

As of December 31, 2016, we owned 48,298 single-family rental homes and had an additional 63 homes in escrow that we expected to acquire, subject to customary closing conditions.

References to our Same Store portfolio (consisting of homes which had commenced their initial post-renovation lease 90 days prior to the first day of the first year of the comparison period) for the years ended December 31, 2016 and 2015 are for these 36,469 homes.

References to our Same Store portfolio (consisting of homes which had commenced their initial post-renovation lease 90 days prior to the first day of the first year of the comparison period) for the years ended December 31, 2015 and 2014 are to a Same Store portfolio of 18,762 homes.

We have historically funded the purchase and renovation of our single-family rental homes with a combination of equity capital, warehouse loans from our Sponsor, and borrowings under credit facilities of up to 75% of the acquisition and renovation costs of our single-family homes.

In November 2013, we were the first single-family residential rental home owner and operator to securitize a loan on certain of our homes through the creation of a new type of residential real estate asset-backed securitization class that combines characteristics of traditional residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”).

Like RMBS, the underlying assets of this new type of residential real estate asset-backed securitization are single-family homes.

Like CMBS, the underlying borrower for this new type of residential real estate asset-backed securitization is a business, not an individual homeowner, and the cash flow comes from rental, rather than mortgage, payments.

We refer to these securitized loans as our “mortgage loans.” This initial mortgage loan financing totaled $479.1 million, and to date we have executed a total of $5,334.0 million of mortgage loan financings to refinance certain of our credit facility balances.

The historical combined and consolidated financial information discussed below reflects the financial position and results of operations for the IH Holding Entities and is presented on a historical cost basis.

Such historical information does not reflect the impact of certain transactions and arrangements that occurred as a result of the Pre-IPO Transactions (as discussed in Part I.

“Business”) and our IPO which was completed on February 6, 2017, including certain financing transactions and changes to our compensation plans.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Southern California | | 4,630 | | | 94.9 | % | | $ | 2,176 | | | $ | 1.28 | | | 12.5 | % |

| Northern California | | 2,879 | | | 96.4 | % | | 1,708 | | | | 1.08 | | | | 6.7 | % |

| Seattle | | 3,184 | | | 94.3 | % | | 1,875 | | | | 0.99 | | | | 8.0 | % |

| Phoenix | | 5,649 | | | 94.7 | % | | 1,128 | | | | 0.72 | | | | 8.3 | % |

| Las Vegas | | 944 | | | 95.2 | % | | 1,425 | | | | 0.74 | | | | 1.7 | % |

| Western United States Subtotal | | 17,286 | | | 95.0 | % | | 1,662 | | | | 0.99 | | | | 37.2 | % |

| | | | | | | | | | | | | | | | | | |

| South Florida | | 5,582 | | | 94.6 | % | | 2,145 | | | | 1.12 | | | | 14.6 | % |

| Tampa | | 4,952 | | | 94.7 | % | | 1,557 | | | | 0.80 | | | | 9.8 | % |

| Orlando | | 3,719 | | | 95.2 | % | | 1,478 | | | | 0.77 | | | | 7.0 | % |

| Jacksonville | | 1,984 | | | 94.0 | % | | 1,544 | | | | 0.77 | | | | 3.8 | % |

| Florida Subtotal | | 16,237 | | | 94.7 | % | | 1,738 | | | | 0.90 | | | | 35.2 | % |

| | | | | | | | | | | | | | | | | | |

| Atlanta | | 7,517 | | | 94.2 | % | | 1,353 | | | | 0.66 | | | | 12.7 | % |

| Charlotte | | 3,119 | | | 94.0 | % | | 1,360 | | | | 0.68 | | | | 5.2 | % |

| Southeast United States Subtotal | | 10,636 | | | 94.2 | % | | 1,355 | | | | 0.67 | | | | 17.9 | % |

| Chicago | | 2,956 | | | 92.0 | % | | 2,010 | | | | 1.19 | | | | 7.0 | % |

| Minneapolis | | 1,183 | | | 94.2 | % | | 1,749 | | | | 0.88 | | | | 2.7 | % |

| Midwest United States Subtotal | | 4,139 | | | 92.6 | % | | 1,934 | | | | 1.09 | | | | 9.7 | % |

| Total/Average | | 48,298 | | | 94.5 | % | | $ | 1,643 | | | $ | 0.89 | | | 100.0 | % |

| Same Store Portfolio Total / Average | | 36,469 | | | 95.9 | % | | $ | 1,642 | | | $ | 0.88 | | | 76.3 | % |

We may incur additional variable rate debt in the future, including additional amounts that we may borrow under [removed: our credit facilities.][added: the New Credit Facility.]

Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to [added: increase rents on expired leases or] acquire single-family homes with rental rates high enough to offset the increase in interest rates on our borrowings.

[removed: All] [added: Additionally, all] borrowings bear interest at LIBOR plus the applicable spread.

Assuming no change in the outstanding balance of our existing [removed: variable rate] debt, the [removed: following table illustrates the] projected effect of a 100 basis point increase or decrease in [removed: the] LIBOR [removed: rate] on our annual interest expense [removed: as] [added: would be an estimated increase or decrease] of [removed: December 31, 2016 and 2015:][added: $20.3 million.]

As of December 31, 2017, our outstanding variable-rate debt was comprised of borrowings on our mortgage loans of $6,611.8 million, Revolving Facility of $35.0 million, and Term Loan Facility of $1,500.0 million of which 75.1% was effectively converted to fixed rate through interest rate swap agreements.

This estimate considers the impact of our interest rate swap agreements, interest rate cap agreements, and any LIBOR floors or minimum interest rates stated in the agreements of the respective borrowings.

As of December 31, 2016 and 2015, the total outstanding balance of our variable-rate debt was comprised of borrowings on our credit facilities of $2,321.6 and $2,355.9 million, respectively, our mortgage loans of $5,264.0 and $5,305.9 million, respectively, and our warehouse loans from our Sponsor of $0.0 million and $114.0 million, respectively.

Total outstanding variable-rate debt decreased 2.4% from December 31, 2015 to December 31, 2016.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | Change in Interest Expense(1) | | | | | | |

| Impact to future earnings due to variable rate debt ($ in thousands): | As of December 31, 2016 | | | | As of December 31, 2015 | | |

| Rate increase of 1%(2) | $ | 75,856 | | | $ | 77,759 | |

| Rate decrease of 1%(3) | $ | (52,323 | ) | | $ | (28,473 | ) |

| | |

| --- | --- |

| (1) | The impact of the interest rate swap agreements that were in place as of December 31, 2016 is not factored into the above table as the forward looking swaps do not begin until February 28, 2017. |

| | |

| --- | --- |

| (2) | Calculation of additional projected annual interest expense as a result of a 100 basis point increase considers the potential impact of our interest rate cap agreements as of December 31, 2016. |

| | |

| --- | --- |

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

Invitation Homes is a leading owner and operator of single-family homes for lease, offering residents high-quality homes in [removed: desirable] [added: sought-after] neighborhoods across America.

With [removed: nearly 50,000] [added: over 82,000] homes for lease in [removed: 13] [added: 17] markets across the [removed: country,] [added: country as of December 31, 2017,] Invitation Homes is meeting changing lifestyle demands by providing residents access to updated homes with features they value, such as close proximity to jobs and access to good schools.

Our [removed: mission,] [added: mission statement,] “Together with you, we make a house a home,” reflects our commitment to high-touch service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.

We [removed: have selected locations] [added: operate in markets] with strong demand drivers, high barriers to entry and high [removed: rent-growth] [added: rent growth] potential, primarily in the Western United [removed: States] [added: States, Florida] and [removed: Florida.][added: the Southeastern United States.]

Through disciplined market and asset selection, we [added: and, prior to the Mergers, SWH] designed our [removed: portfolio] [added: portfolios] to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.

We invest in markets that we expect will exhibit lower new supply, stronger job and household formation growth and superior NOI growth relative to the broader [removed: U.S.] [added: United States] housing and rental market.

Within our [removed: 13] [added: 17] markets, we target attractive neighborhoods in in-fill locations with multiple demand [removed: generators,] [added: drivers,] such as proximity to major employment centers, desirable schools and transportation corridors.

[removed: We] [added: As of December 31, 2017, we] have [removed: made] [added: invested] approximately $1.2 billion [removed: of upfront renovation investment] in the [added: upfront renovation of] homes in [removed: our] [added: the Legacy IH] portfolio, representing approximately $25,000 per home, in order to address capital needs, reduce ongoing maintenance costs and drive resident demand.

| • | Local presence and expertise. We employ a differentiated “Community Model” whereby in-market managers oversee the operations of local leasing management, property management and maintenance teams, enabling us to provide outstanding resident service, leverage local expertise in managing rental, occupancy [removed: rates] and turnover rates, and improve cost and oversight over renovations and ongoing maintenance. As a result of our concentrated footprint within our markets, our regional managers and in-market teams are able to realize local-operator advantages, while still benefiting from significant economies of scale. |

Through the integration of investment and asset management and property management functions, our platform enables our teams to incorporate [removed: real time] [added: real-time] information regarding leasing activity, property operations, maintenance and capital spending into asset selection.

We believe the advantages of our integrated acquisition platform and local market expertise have driven the quality of our existing portfolio of [removed: 48,298] [added: 82,570] homes as of December 31, [removed: 2016, over 94% of which were acquired in single-asset transactions.][added: 2017.]

We have a disciplined acquisition platform that [removed: assembled our current portfolio and] is capable of deploying capital across multiple acquisition channels and markets simultaneously.

We [added: and, prior to the Mergers, SWH] selected our [removed: 13] [added: 17] current markets [added: and assembled our current portfolio] based on a robust market selection process utilizing an analysis of housing and rental market supply and demand fundamentals, macroeconomic and demographic trends and risk-adjusted total return potential.

We have amassed significant scale within our [removed: 13] [added: 17] markets.

In these markets, our acquisition strategy has been and will continue to be focused on buying, renovating and operating high quality single-family homes for lease that we believe will appeal to and attract a high quality resident [removed: base,] [added: base and will] experience robust long-term demand and benefit from capital appreciation.

In evaluating acquisitions, we analyze [removed: 64] [added: numerous] factors, including neighborhood desirability, proximity to employment centers, schools, transportation corridors, community amenities, construction type and required ongoing capital needs, among others.

Our in-house acquisition teams [removed: comprise] [added: are comprised of] dedicated professionals located in our [removed: 13] markets and [removed: professionals located] at our corporate headquarters in Dallas, Texas, who provide strategic direction and [removed: overall] [added: broad] oversight.

[removed: As a result of our] selective and disciplined investment approach, we have analyzed and considered a far greater number of potential acquisitions than the number of homes we have actually acquired.

Our in-house team of acquisition professionals coordinate with our in-house renovation, maintenance and property management teams to ensure that feedback from historical [added: acquisitions is shared across functions so that our ongoing investment activities are informed by, and benefit from, insight from prior experience.]

We have an in-house team of dedicated personnel located in our markets who oversee our upfront property renovation process and the ongoing maintenance of our [removed: homes.][added: homes with support from centralized construction experts and infrastructure.]

During our initial [removed: assessment] [added: assessment,] we also determine the potential for, and potential return on, any value-additive upgrades that may reduce future operating costs or enhance rental demand and, by extension, our ability to realize more attractive [removed: rental rates,] [added: rental,] occupancy or turnover rates.

We believe we have a proven ability to optimize sales prices while reducing time to sale and selling costs by utilizing multiple distribution channels, including bulk portfolio sales, our [removed: new] “Resident First Look” program, which facilitates home sales to our current residents, direct-to-market sales and MLS.

We believe the significant local density of our portfolio, which averages [removed: over 3,715] [added: approximately 4,900] homes per market as of December 31, [removed: 2016,] [added: 2017,] allows us to selectively sell properties without sacrificing the operating efficiency of our concentrated scale.

We believe our “Community Model” differentiates our approach to local market operations and enables us to provide superior, high-touch resident service, maximize the effectiveness of our in-market personnel in managing [removed: rental rates,] [added: rental,] occupancy and turnover [removed: rates,] [added: rates] and improve our cost management and oversight over both upfront renovations and ongoing maintenance.

We advertise available properties through multiple channels, including our [added: proprietary] website, [removed: RENTCafé,] internet listing services (such as Zillow, [removed: Trulia] [added: Trulia, HotPads,] and [removed: HotPads) syndicated through RENTCafé,] [added: Realtor.com),] MLS, yard signs, social [removed: media] and [removed: local brokers.]

We own internal brokerages to serve each state in which we operate and utilize [added: both a centralized] leasing [added: team and in-market leasing] agents who work with us to lease our homes.

Prospective residents may submit an application through [removed: our website,] the [removed: RENTCafé platform] [added: application portal on our website] or in person.

In order to maintain brand consistency and better track compliance with leasing requirements, we utilize [removed: a] standardized online [removed: application,] [added: applications,] national lease [removed: agreement,] [added: agreements,] move-in and move-out documents, resident communications and other ancillary documents.

We evaluate prospective residents in a standardized manner through the use of [removed: a] third party resident screening vendor [removed: partner.][added: partners.]

For example, we alert our residents to prepare for [removed: storms,] [added: storms and] incentivize them to pay their rent [removed: online and encourage them to submit photos of their family events and pets.][added: online.]

[removed: We] [added: In coordination with a third party vendor, we] offer a 24/7 emergency line to handle after hours maintenance issues on an expedited basis as needed, and our residents can also contact us through our online resident portal, our call centers or our local property management [removed: office.][added: offices.]

We typically utilize our in-house maintenance personnel in each of our markets to provide ordinary course, “handyman” services, and outsource more complex or extensive repairs, such as roofing, HVAC, [removed: and] plumbing and electrical work to vetted, pre-approved third party vendor partners.

[added: A majority of our] maintenance [added: calls are addressed by our in-house maintenance] technicians, but in cases where we outsource more complex or extensive repairs, our in-house maintenance personnel provide oversight to ensure quality control and cost effectiveness.

When a new resident moves into one of our homes, our in-house personnel conduct a resident orientation, during which we revisit the terms of the lease, outline what aspects of the home’s upkeep are the resident’s responsibility, walk through all of the home’s major systems in order to familiarize the resident with their safe and proper operation and inform the resident that we will be conducting a [removed: 45-day] post move-in maintenance visit.

During the move-in [removed: orientation] [added: orientation,] each resident is [removed: provided with a “refrigerator list” and] encouraged to keep a record of any non-emergency service items noted after moving into the home.

At the time of the [removed: 45-day] post move-in maintenance visit, our in-house property maintenance personnel will address any service needs the resident has noted.

Second, by scheduling a [removed: 45-day] post move-in maintenance visit, we are able to address multiple service requests in a single visit, improving the resident experience by avoiding the inconvenience of [removed: multiple service appointments and improving the efficiency and productivity of our in-house property maintenance personnel.]

Finally, the [removed: 45-day] post move-in maintenance visit allows us to more quickly identify residents who may not be adhering to the terms of their lease or may be subjecting the home to undue wear and tear and/or damages as a result of their treatment of the property.

Following the regularly scheduled [removed: 45-day] post move-in maintenance visit described above, our in-house property maintenance personnel in each of our markets also conduct [removed: preventative] [added: mid-lease preventive] maintenance [removed: visits, which are scheduled approximately every six months.][added: visits.]

During [removed: preventative] [added: preventive] maintenance visits, our in-house property maintenance personnel inspect the home’s systems, paying particular attention to potential safety hazards as well as potential causes of damage that could cause us to incur significant maintenance costs if left unaddressed.

Merger with Starwood Waypoint Homes

On November 16, 2017, we completed the Mergers with SWH.

We believe that the Mergers provide a number of significant potential strategic benefits and opportunities that will be in the best interests of our stockholders.

More specifically, we believe that the Mergers created a diversified and high-quality portfolio of homes in high-growth markets.

Potential benefits from economies of scale and the market overlap of INVH’s and SWH’s complementary portfolios may be derived from optimization of operations, reduction of operating costs and other anticipated synergies.

See Part IV.

Item 15.

“Exhibits and Financial Statement Schedules,” Notes 1, 8 and 15 for additional information about the Mergers.

other digital media and local brokers.

multiple service appointments and improving the efficiency and productivity of our in-house property maintenance personnel.

As a result of our

As a result of the Pre-IPO Transactions, INVH LP became a consolidated subsidiary of INVH.

Accordingly, after January 31, 2017, our consolidated financial statements include the accounts of INVH and its wholly-owned subsidiaries.

Prior to that date, our consolidated financial statements include the combined accounts of INVH LP and the IH Holding Entities and their wholly-owned subsidiaries.

On the Merger Date, we completed the Mergers with SWH.

Under the terms of the Merger Agreement, each outstanding SWH common share was converted into 1.6140 shares of our common stock (the “Exchange Ratio”), and each outstanding unit of SWH Partnership was converted into 1.6140 common units, representing limited partner interests, in INVH LP.

Further, each outstanding restricted share unit of SWH (an “SWH RSU”) that vested as a result of the Mergers was automatically converted into the right to receive our common stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any).

After giving effect to the Mergers, as of December 31, 2017, INVH owns a 98.2% partnership interest in INVH LP and has the full, exclusive and complete responsibility for and discretion over the day to day management and control of INVH LP.

We

Seasonality

Our business and related operating results have been, and we believe that they will continue to be, impacted by seasonal factors throughout the year.

In particular, we have experienced higher levels of resident move-outs during the summer months, which impacts both our rental revenues and related turnover costs.

Further, our property operating costs are seasonally impacted in certain markets by increases in expenses such as HVAC repairs, costs to re-resident, and landscaping expenses during the summer season.

acquisitions is shared across functions so that our ongoing investment activities are informed by, and benefit from, insight from prior experience.

A majority of our maintenance calls are addressed by our in-house

Accordingly after January 31, 2017, the consolidated financial statements of Invitation Homes Inc. will recognize the assets and liabilities received in conjunction with the Pre-IPO Transactions at their historical carrying amounts, as reflected in the combined and consolidated financial statements of the IH Holding Entities.

licensure of real estate brokers and affiliate brokers and set forth standards for and prohibitions on the conduct of real estate brokers.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business.

We do not believe the following matters will have a materially adverse impact on our consolidated financial statements, and no accruals for the following items have been recorded in our consolidated financial statements, as we have not determined that any loss is probable, nor is the amount of any potential loss estimable.

Litigation Relating to the Mergers

Two putative class actions were filed by purported stockholders of SWH challenging the Mergers.

The first suit, styled as Berg v.

Starwood Waypoint Homes, et.

al., No. 1:17-cv-02896, was filed in the United States District Court for the District of Maryland on September 29, 2017, against SWH, SWH Partnership, SWH’s trustees, us, INVH LP, and REIT Merger Sub (the “Berg Lawsuit”).

The second suit, styled as Bushansky v.

Starwood Waypoint Homes, et.

al., No. 1:17-cv-02936, was filed in the United States District Court for the District of Maryland on October 4, 2017, against SWH, SWH Partnership and SWH’s trustees (the “Bushansky Lawsuit” and, collectively with the Berg Lawsuit, the “Lawsuits”).

Both Lawsuits were dismissed effective as of December 12, 2017, with prejudice as to plaintiffs only and without prejudice as to the claims on behalf of the putative class.

Other Matters

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

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

Radian disclosed that the letter asked GRC to provide information regarding BPOs that GRC provided on properties included in single family rental securitization transactions.

In September 2017, we received a letter from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations.” The letter enclosed a subpoena that requests the production of certain documents and communications related to our Securitizations, including, without limitation, those related to BPOs provided on our properties included in our Securitizations.

The SEC letter indicates that its investigation is a fact-finding inquiry and does not mean that the SEC has a negative opinion of any person or security.

We are cooperating with the SEC and have provided information requested in the subpoena.

We understand that other transaction parties in securitizations have received requests in this matter.

As the SEC’s investigation is ongoing, we cannot currently predict the timing, outcome or scope of such investigation.

The Company currently is not subject to any material litigation nor, to management's knowledge, is any material litigation currently threatened against the Company other than routine litigation and administrative proceedings arising in the ordinary course of business.

| | For the fiscal year ended December 31, [removed: 2016] [added: 2017] | | | |

| | Commission File [removed: Number] [added: Number:] 001-38004 | | | |

| [added: |] Common stock, [added: $0.01] par value [removed: $0.01] | | [removed: |] New York Stock Exchange | |

[removed: YES o NO] [added: Yes] x [added: No o]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: o][added: x]

Indicate by check mark whether the [removed: Registrant] [added: registrant] is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company or an emerging growth] company.

See the definition of “large accelerated filer,” “accelerated filer,” [removed: and] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange Act.

[removed: |] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [removed: YES o NO x | | | | | |]

As of [removed: March 29,] [added: June 30,] 2017, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $1,920.6 million] [added: $1.9 billion] (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

The number of shares of common stock outstanding on March [removed: 30, 2017] [added: 22, 2018] was [removed: 310,376,634.][added: 520,364,636.]

| Item | 1. | Business | [removed: [6](#s1A461FCE07EB5091904F9EA21A4DD223)] [added: [7](#s1EEB137CFF165EEFB385A4B19CBC0F69)] |

| Item | 1A. | Risk Factors | [removed: [15](#s5F19B0D0629D5E3AB1B972B87AB66C9B)] [added: [16](#sC7D1A67D59E7562F96791E6FA99F99ED)] |

| Item | 1B. | Unresolved Staff Comments | [removed: [40](#s77253b0b95f3414f8aeca703b170c74f)] [added: [46](#s0927D010EB8E53BD809702B2F0145158)] |

| Item | 2. | Properties | [removed: [41](#s29b77ad748064382b4a5b2f23f3b361c)] [added: [47](#s18E498E9D14F524CB2401BC78566E4B7)] |

| Item | 3. | Legal Proceedings | [removed: [42](#sc1f93c875af744bfaa56b6a310e816b8)] [added: [48](#s001BA8F357E3543198A6CE3EEEE667A5)] |

| Item | 4. | Mine Safety Disclosures | [removed: [42](#s32c2a864434b42b689794c8fda8d35ee)] [added: [48](#s4E4B5F22B1B559CEB626F73FE18D742D)] |

| Item | 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [43](#s3240a6ba23cf48f1bd498bc1530e9431)] [added: [49](#s13B65DCA72A95E6DACA4160F8BBDB691)] |

| Item | 6. | Selected Financial Data | [removed: [45](#sD023CF4E41B75643BA0327FC397F3EB7)] [added: [52](#s9539334F104152579D453F32D1C0EDEF)] |

| Item | 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | [removed: [46](#sE7F9BFA7FDD059478BDA3A9A4EDC6E0E)] [added: [54](#s79C9AA0AEACB57CCAB1F3D894C6DAB17)] |

| Item | 7A. | Quantitative and Qualitative Disclosures About Market Risk | [removed: [71](#s60EA05EE7FF65454BDA53C35A20F522E)] [added: [83](#s6C4AFFCE2EF0543F934112AB03DE0625)] |

| Item | 8. | Financial Statements and Supplementary Data | [removed: [72](#s273d38ffd78a40b7871d832b40f8e8ed)] [added: [83](#s161D46C018C55682A85863E0BC07C900)] |

| Item | 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [72](#s0104126d8fae4d1886c2b8c55433c447)] [added: [83](#s8CCDE9142B4A531484D40E8261E8B663)] |

| Item | 9A. | Controls and Procedures | [removed: [72](#sd445ce5ae2e34a658643afbf2395be9c)] [added: [84](#sC513C71461FA54E2A869604D27C719E2)] |

| Item | 9B. | Other Information | [removed: [73](#sab4d2ea6741941169db4ba0eb8b9d8ad)] [added: [85](#sC7D1E513B42C5604A2B5F009D801DEA8)] |

| Item | 10. | Directors, Executive Officers and Corporate Governance | [removed: [75](#se1830fc3125c4d95a7a20f52e47eed29)] [added: [86](#s9A24870D6DFE5EAC9BA3407BA52BE28F)] |

| Item | 11. | Executive Compensation | [removed: [82](#s108587863896463083b40d4838270037)] [added: [86](#s2290CDFAC524549FB980004421F7ED64)] |

| Item | 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [97](#sa944064acb694865a2e6eb962d53975e)] [added: [86](#s6199FC60998F52A2A000F9C189810AE7)] |

| Item | 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [99](#s14f54f8d05d145d0b0007131acf9aa74)] [added: [86](#sB84CEB933DE75988AB5007740EEF39EF)] |

| Item | 14. | Principal Accountant Fees and Services | [removed: [102](#s0c9a79946358400a9ad2adf95941c0cd)] [added: [86](#sA4397047F158592281D8FE6EA303B145)] |

| Item | 15. | Exhibits and Financial Statement Schedules | [removed: [103](#s6AA42BE6302F5EC692144931E19F8A4E)] [added: [87](#sF1F0DB266B9E58999DF574816B0ADDA5)] |

| Item | 16. | Form 10-K Summary | [removed: [106](#s7f9fc5db6dc64f129b2cfc128b9858e2)] [added: [93](#s96CCEF2DBF36500BB7C66D173A2F4A73)] |

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which include, but are not limited to, statements related to our expectations regarding the [added: anticipated benefits of the merger with Starwood Waypoint Homes (“SWH”), the] performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements.

Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks [added: associated with achieving expected revenue synergies or cost savings from the merger, risks] inherent to the single-family rental industry sector and our business model, macroeconomic factors beyond our control, competition in identifying and acquiring our properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association (“HOA”) and insurance costs, our dependence on third parties for key services, risks related to evaluation of properties, poor resident selection and defaults and non-renewals by our residents, performance of our information technology systems, and risks related to our indebtedness.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this [removed: in this] Annual Report and in our other periodic filings.

Prior to the completion of our initial public offering, our business was owned by six holding entities: Invitation Homes L.P., Preeminent Holdings Inc., Invitation Homes 3 L.P., Invitation Homes 4 L.P., Invitation Homes 5 L.P. and Invitation Homes 6 L.P. We refer to these six holding entities collectively as the “IH Holding Entities.” Unless the context suggests otherwise, references to “IH1,” “IH2,” “IH3,” “IH4,” “IH5” and “IH6” refer to Invitation Homes L.P., Preeminent Holdings Inc., Invitation Homes 3 L.P., Invitation Homes 4 L.P., Invitation Homes 5 L.P. and Invitation Homes 6 L.P., respectively, in each case including any [removed: wholly owned] [added: wholly-owned] subsidiaries, if applicable.

Investment funds and vehicles associated with or designated by The Blackstone Group L.P. are referred to herein as “Blackstone” or “our Sponsor.” We refer to Blackstone, together with our management and other equity [removed: holders, collectively as our “pre-IPO owners.” Unless the context suggests otherwise, references in this Annual Report on Form 10-K to “Invitation Homes,” the “Company,” “we,” “our” and “us” refer (1)] [added: holders] prior to the [removed: consummation] [added: completion] of [removed: the reorganization transactions described in Part I.][added: our initial public offering, collectively as our “Pre-IPO Owners.”]

“Business” (the “Pre-IPO Transactions”), to the combined IH Holding Entities and their consolidated [removed: subsidiaries (including Invitation Homes Operating Partnership LP (our “Operating Partnership”)) and] [added: subsidiaries, including INVH LP,] (2) after the consummation of the Pre-IPO Transactions, to [removed: Invitation Homes Inc.] [added: INVH] and its consolidated subsidiaries (including [removed: the Operating Partnership] [added: INVH LP] and the IH Holding [removed: Entities).][added: Entities), and (3) after the consummation of the Mergers, to INVH and its consolidated subsidiaries including those acquired in the Mergers.]

| • | “average monthly rent” represents the average of the contracted monthly rent for occupied properties in an identified population of homes for the relevant period and reflects rent concessions [added: and contractual rent increases] amortized over the life of the related lease; |

| • | “days to re-resident” for an individual home represents the number of days a home is unoccupied between residents, calculated as the number of days between (i) the date the prior resident moves out of a home, and (ii) the date the next resident is granted access to the same home, which is deemed to be the earlier of [removed: (x)] the next resident’s contractual lease start date and [removed: (y)] the next resident’s move-in date; |

| • | “in-fill” refers to markets, MSAs, submarkets, neighborhoods or other geographic areas that are typified by significant population densities and low availability of land suitable for [removed: being developed] [added: development] into competitive properties, resulting in limited opportunities for new construction; |

10-K 1 a12312017ihallfs10k.htm 10-K

Yes x No o

| | | | | Emerging growth company | x |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2018 annual meeting of stockholders (the “2018 Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year to which this report relates.

THR Property Management L.P., a wholly-owned subsidiary of IH1 (the “Manager”), provides all management and other administrative services with respect to the homes we own.

On November 16, 2017 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated August 9, 2017 (the “Merger Agreement”), by and among Invitation Homes Inc. (“INVH”), Invitation Homes Operating Partnership LP (“INVH LP”), IH Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of INVH (“REIT Merger Sub”), SWH and Starwood Waypoint Homes Partnership, L.P., a Delaware limited partnership and a subsidiary of SWH (“SWH Partnership”), SWH merged with and into REIT Merger Sub, with REIT Merger Sub surviving as our subsidiary (the “REIT Merger”).

Immediately after the REIT Merger, SWH Partnership merged with and into INVH LP, with INVH LP surviving as our subsidiary (the “Partnership Merger,” and together with the REIT Merger, the “Mergers”).

“Legacy SWH” and “SWH,” as the context requires, refer to the business practices and operations of SWH prior to the Mergers, including the homes owned by SWH.

“Legacy IH” refers to the business practices and operations of INVH prior to the Mergers, including the homes owned by INVH.

Unless the context suggests otherwise, references in this Annual Report on Form 10-K to “Invitation Homes,” the “Company,” “we,” “our” and “us” refer (1) prior to the consummation of the reorganization transactions described in Part I.

| • | “Southeastern United States” includes our Atlanta, Charlotte and Nashville markets; |

| | |

| --- | --- |

10-K 1 a123116ihallfs10k.htm 10-K

As of June 30, 2016, the last day of the registrant’s most recently completed second quarter, the registrant’s common stock was not publicly traded.

The registrant's common stock, $0.01 par value per share, began trading on the New York Stock Exchange on February 1, 2017.

None.

and (ii) above prior to October 3rd of the year prior to the first year of the comparison period.

We believe presenting information about the portion of our portfolio that has been fully operational for the entirety of a given reporting period and its prior year comparison period provides investors with meaningful information about the performance of our comparable homes across periods and about trends in our organic business;

None.

Not applicable.

The following table provides summary information regarding our total [removed: and Same Store] portfolio [removed: (consisting of homes which had commenced their initial post-renovation lease prior to October 3, 2014)] as of and for the periods ended December 31, [removed: 2016] [added: 2017] as noted [removed: below.][added: below:]

| Market | | [added: Total Portfolio] Number of [removed: homes(1)] [added: Homes(1)] | | [added: Legacy SWH Number of Homes(1)] | [removed: Average Occupancy(2)] | [added: Number of Homes(1)] | | Average [removed: monthly rent(3)] [added: Occupancy(2)] | | [added: Average Monthly Rent(3)] | | Average [removed: monthly rent] [added: Monthly Rent] PSF(3) | | [removed: | |] % of Revenue(4) | [removed: |]

| Western United States | | | | | | | | | | | | | | | [removed: | | |]

| Florida | | | | | | | | | | | | | | | [removed: | | |]

| [removed: Southeast] [added: Southeastern] United States | | | | | | | | | | | | | | | [removed: | | |]

| Midwest United States | | | | | | | | | | | | | | | [removed: | | |]

| (2) | Represents average occupancy [added: of the Legacy IH portfolio] for the year ended December 31, [removed: 2016.] [added: 2017.] |

| (3) | Represents average [added: monthly] rent, net of rental concessions, [added: of the Legacy IH portfolio] for the [removed: three months] [added: year] ended December 31, [removed: 2016.] [added: 2017.] |

| (4) | Represents the percentage of total revenue [added: of the Legacy IH portfolio] generated in each market for the [removed: three months] [added: year] ended December 31, [removed: 2016.] [added: 2017.] |

Our headquarters are located in Dallas, Texas at 1717 Main Street.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | Legacy IH | | | | | | | | |

| Southern California | | 8,384 | | 3,752 | | 4,632 | | 95.5% | | $2,267 | | $1.33 | | 12.7% |

| Northern California | | 4,606 | | 1,759 | | 2,847 | | 95.8% | | 1,780 | | 1.13 | | 6.7% |

| Seattle | | 3,271 | | N/A | | 3,271 | | 94.7% | | 1,956 | | 1.03 | | 8.3% |

| Phoenix | | 7,435 | | 1,990 | | 5,445 | | 95.3% | | 1,179 | | 0.74 | | 8.2% |

| Las Vegas | | 2,708 | | 1,745 | | 963 | | 95.2% | | 1,463 | | 0.76 | | 1.8% |

| Denver | | 2,195 | | 2,195 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Western United States Subtotal | | 28,599 | | 11,441 | | 17,158 | | 95.3% | | 1,736 | | 1.02 | | 37.7% |

| | | | | | | | | | | | | | | |

| South Florida | | 9,334 | | 3,768 | | 5,566 | | 93.4% | | 2,186 | | 1.14 | | 14.6% |

| Tampa | | 8,853 | | 3,920 | | 4,933 | | 94.4% | | 1,594 | | 0.82 | | 9.6% |

| Orlando | | 5,679 | | 1,943 | | 3,736 | | 95.4% | | 1,527 | | 0.80 | | 7.0% |

| Jacksonville | | 1,945 | | N/A | | 1,945 | | 94.6% | | 1,569 | | 0.79 | | 3.8% |

| Florida Subtotal | | 25,811 | | 9,631 | | 16,180 | | 94.3% | | 1,778 | | 0.92 | | 35.0% |

| | | | | | | | | | | | | | | |

| Atlanta | | 12,428 | | 5,075 | | 7,353 | | 94.9% | | 1,389 | | 0.67 | | 12.6% |

| Charlotte | | 4,895 | | 1,721 | | 3,174 | | 94.1% | | 1,386 | | 0.70 | | 5.2% |

| Nashville | | 761 | | 761 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Southeastern United States Subtotal | | 18,084 | | 7,557 | | 10,527 | | 94.7% | | 1,388 | | 0.68 | | 17.8% |

| | | | | | | | | | | | | | | |

| Texas | | | | | | | | | | | | | | |

| Houston | | 2,597 | | 2,597 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Dallas | | 2,270 | | 2,270 | | N/A | | N/A | | N/A | | N/A | | N/A |

| Texas Subtotal | | 4,867 | | 4,867 | | N/A | | N/A | | N/A | | N/A | | N/A |

| | | | | | | | | | | | | | | |

| Chicago | | 4,031 | | 1,157 | | 2,874 | | 93.2% | | 2,023 | | 1.20 | | 6.9% |

| Minneapolis | | 1,178 | | N/A | | 1,178 | | 95.0% | | 1,773 | | 0.89 | | 2.6% |

| Midwest United States Subtotal | | 5,209 | | 1,157 | | 4,052 | | 93.7% | | 1,950 | | 1.10 | | 9.5% |

| Total/Average | | 82,570 | | 34,653 | | 47,917 | | 94.7% | | $1,692 | | $0.91 | | 100.0% |

| (1) | As of December 31, 2017. |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Southern California | | 4,630 | | | 94.9 | % | | $ | 2,176 | | | $ | 1.28 | | | 12.5 | % |

| Northern California | | 2,879 | | | 96.4 | % | | 1,708 | | | | 1.08 | | | | 6.7 | % |

| Seattle | | 3,184 | | | 94.3 | % | | 1,875 | | | | 0.99 | | | | 8.0 | % |

| Phoenix | | 5,649 | | | 94.7 | % | | 1,128 | | | | 0.72 | | | | 8.3 | % |

| Las Vegas | | 944 | | | 95.2 | % | | 1,425 | | | | 0.74 | | | | 1.7 | % |

| Western United States Subtotal | | 17,286 | | | 95.0 | % | | 1,662 | | | | 0.99 | | | | 37.2 | % |

| | | | | | | | | | | | | | | | | | |

| South Florida | | 5,582 | | | 94.6 | % | | 2,145 | | | | 1.12 | | | | 14.6 | % |

| Tampa | | 4,952 | | | 94.7 | % | | 1,557 | | | | 0.80 | | | | 9.8 | % |

| Orlando | | 3,719 | | | 95.2 | % | | 1,478 | | | | 0.77 | | | | 7.0 | % |

| Jacksonville | | 1,984 | | | 94.0 | % | | 1,544 | | | | 0.77 | | | | 3.8 | % |

| Florida Subtotal | | 16,237 | | | 94.7 | % | | 1,738 | | | | 0.90 | | | | 35.2 | % |

| | | | | | | | | | | | | | | | | | |

| Atlanta | | 7,517 | | | 94.2 | % | | 1,353 | | | | 0.66 | | | | 12.7 | % |

| Charlotte | | 3,119 | | | 94.0 | % | | 1,360 | | | | 0.68 | | | | 5.2 | % |

| Southeast United States Subtotal | | 10,636 | | | 94.2 | % | | 1,355 | | | | 0.67 | | | | 17.9 | % |

| | | | | | | | | | | | | | | | | | |

| Chicago | | 2,956 | | | 92.0 | % | | 2,010 | | | | 1.19 | | | | 7.0 | % |

| Minneapolis | | 1,183 | | | 94.2 | % | | 1,749 | | | | 0.88 | | | | 2.7 | % |

| Midwest United States Subtotal | | 4,139 | | | 92.6 | % | | 1,934 | | | | 1.09 | | | | 9.7 | % |

| Total/Average | | 48,298 | | | 94.5 | % | | $ | 1,643 | | | $ | 0.89 | | | 100.0 | % |

| | | | | | | | | | | | | | | | | | |

| Same Store Portfolio Total / Average | | 36,469 | | | 95.9 | % | | $ | 1,642 | | | $ | 0.88 | | | 76.3 | % |

| (1) | As of December 31, 2016. |

On February 6, 2017, we [removed: closed] [added: completed] an initial public offering of our common stock at price to the public of $20.00 per share.

We have elected to qualify as a REIT for [removed: U.S.] [added: United States] federal income tax purposes.

Although we [removed: anticipate initially making] [added: currently make] quarterly distributions to our stockholders, the timing, form and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors and will depend upon a number of factors, including our actual and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as our board of directors may deem relevant from time to time.

In connection with the IPO, on January 31, 2017, we and our [removed: pre-IPO owners,] [added: Pre-IPO Owners,] including our Sponsor, effected certain transactions that resulted in the [removed: Operating Partnership] [added: INVH LP] holding, directly or indirectly, all of the assets, liabilities and operations reflected in our [removed: combined and] consolidated financial statements, including the full portfolio of homes held by the IH Holding Entities.

Upon consummation of these transactions, our [removed: pre-IPO owners] [added: Pre-IPO Owners] acquired an aggregate of [removed: 225,116,760] [added: 221,826,634] shares of common stock of Invitation Homes Inc., including underlying restricted stock units [added: (“RSUs”)] that were granted to directors, officers and employees.

Our common stock began trading on the NYSE on February 1, 2017 under the symbol “INVH.” The following table sets forth on a per share basis, for the periods indicated, the high and low sales prices of our common stock as reported by the NYSE:

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | High | | Low |

| 2017 | | | | |

| First Quarter (beginning February 1, 2017) | | $22.15 | | $19.80 |

| Second Quarter | | $22.43 | | $21.01 |

| Third Quarter | | $23.56 | | $20.76 |

| Fourth Quarter | | $24.30 | | $22.04 |

In connection with the consummation of the Mergers, on November 16, 2017, we issued 207,448,958 shares of common stock, $0.01 par value per share, in exchange for all issued and outstanding shares of SWH common stock.

As of March 22, 2018, there were 48 holders of record of our shares of 520,364,636 common stock outstanding.

This does not include the number of stockholders who hold shares of our common stock through banks, brokers and other financial institutions.

The following table summarizes our dividends declared during the year ended December 31, 2017:

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| | | Record Date | | Amount per Share(1) | | | | Pay Date | | Total Amount Paid(2) | | |

| Q4-2017 | | October 24, 2017 | | $ | 0.08 | | | November 7, 2017 | | $ | 25,139 | |

| Q3-2017 | | August 15, 2017 | | 0.08 | | | | August 31, 2017 | | 25,200 | | |

| Q2-2017 | | May 15, 2017 | | 0.06 | | | | May 31, 2017 | | 18,800 | | |

| Q1-2017 | | N/A | | N/A | | | | N/A | | N/A | | |

| | |

| --- | --- |

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

| | |

| --- | --- |

| (2) | Amounts are displayed in thousands. |

Stock Performance Graph

The following graph shows the total stockholder return of an investment of $100 cash on February 1, 2017 (the date our common stock began trading on the NYSE) for (1) our common stock, (2) the S&P 500 Total Return Index and (3) the MSCI US REIT (RMS) Total Return Index.

All values assume reinvestment of the full amount of all dividends.

Stockholder returns over the indicated period are based on historical data and are not necessarily indicative of future stockholder returns.


| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | Cumulative Total Return As Of | | | | | | | | | | | | | | | | | | |

| | | February 1, 2017 | | | | March 31, 2017 | | | | June 30, 2017 | | | | September 30, 2017 | | | | December 31, 2017 | | |

| Invitation Homes Inc. | | $ | 100.00 | | | $ | 109.15 | | | $ | 108.45 | | | $ | 113.97 | | | $ | 119.02 | |

| S&P 500 Index | | 100.00 | | | | 104.04 | | | | 107.25 | | | | 112.06 | | | | 119.50 | | |

Our common stock is traded on the NYSE under the symbol “INVH.”

As of March 30, 2017, the number of holders of record of our common stock was 30.

This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.

There were no cash distributions to holders of our common equity during the year ended December 31, 2016.

On October 4, 2016, Invitation Homes Inc. issued 100 shares of its common stock, par value $0.01 per share, to Invitation Homes 2-A L.P. for $1.00 in cash.

The issuance of such shares of common stock was not registered under the Securities Act, because the shares were offered and sold in a transaction by the issuer not involving any public offering exempt from registration under Section 4(a)(2) of the Securities Act.

Use of Proceeds

On February 6, 2017, we completed the IPO in which we sold 88,550,000 shares of common stock (including 11,550,000 shares of common stock that were subject to the underwriters’ option to purchase additional shares) at an initial public offering price of $20.00 per share.

The shares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-11 (File No. 333-215452), which was declared effective by the SEC on January 31, 2017.

The offering did not terminate until after the sale of all 88,550,000 shares of common stock registered on the registration statement.

The aggregate offering price for the shares registered and sold by us was approximately $1,771.0 million.

The underwriters of the offering were led by Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC.

The IPO generated net proceeds of approximately $1,667.0 million to us after net underwriting discounts and commissions of approximately $78.9 million and other offering expenses of approximately $25.5 million.

Blackstone Advisory Partners L.P., an underwriter in the offering, is an affiliate of our Sponsor and received underwriting fees of approximately $4.0 million.

No other offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning 10 percent or more of our common stock or any other affiliates.

We used a portion of the net proceeds from the IPO, together with the borrowings under the term loan facility (the “Term Loan Facility”) of our New Credit Facility, to repay our existing credit facilities and our mortgage loan relating to the IH1 2013-1 securitization and a portion of the mortgage loan relating to the IH1 2014-1 securitization transaction and to pay fees and expenses related to the offering.

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

The selected [removed: condensed combined and] consolidated financial data should be read in conjunction with Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical [removed: combined and] consolidated financial statements, including the related notes, included [removed: elsewhere] in this Annual Report on Form 10-K.

| ($ in [removed: thousands)] [added: thousands, except per share data)] | | For the Years Ended December 31, | | | | | | | | | | | [added: | | | |]

| Selected Statement of Operations Data: | | [added: 2017 | | | |] 2016 | | | | 2015 | | | | 2014 | | |

| Total revenues | | $ | [added: 1,054,456 | | | $ |] 922,587 | | | $ | 836,049 | | | $ | 658,722 | |

| Total operating expenses | | [added: 936,249 | | | |] 731,810 | | | | 721,672 | | | | 690,545 | | |

| Operating income [removed: (loss)] | | [added: 118,207 | | | |] 190,777 | | | | 114,377 | | | | (31,823 | | ) |

| Total other [removed: income (expenses)] [added: expenses] | | [added: (257,929 | | ) | |] (287,606 | | ) | | (276,857 | | ) | | (237,803 | | ) |

| Loss from continuing operations | | [added: (139,722 | | ) | |] (96,829 | | ) | | (162,480 | | ) | | (269,626 | | ) |

| Gain [removed: (loss)] on sale of [removed: property] [added: property, net of tax] | | [added: 33,896 | | | |] 18,590 | | | | 2,272 | | | | (235 | | ) |

| Net loss [added: attributable to common shareholders] | | $ | [added: (105,337 | ) | | $ |] (78,239 | ) | | $ | (160,208 | ) | | $ | (269,861 | ) |

| ($ in thousands) | | As of December 31, | | | | | | | | | | | [added: | | | |]

| Summary Balance Sheet Data: | | [added: 2017 | | | |] 2016 | | | | 2015 | | | | 2014 | | |

| Investments in single-family residential properties, net | | $ | [added: 17,312,264 | | | $ |] 9,002,515 | | | $ | 9,052,701 | | | $ | 8,488,553 | |

| Cash and cash equivalents | | [added: 179,878 | | | |] 198,119 | | | | 274,818 | | | | 285,596 | | |

| Other assets, net | | [added: 1,191,496 | | | |] 531,717 | | | | 469,459 | | | | 425,504 | | |

| Total assets | | $ | [added: 18,683,638 | | | $ |] 9,732,351 | | | $ | 9,796,978 | | | $ | 9,199,653 | |

| Total debt | | $ | [added: 9,651,662 | | | $ |] 7,570,279 | | | $ | 7,725,957 | | | $ | 6,564,643 | |

| Other liabilities | | [added: 382,101 | | | |] 204,649 | | | | 183,990 | | | | 178,409 | | |

| Total liabilities | | [added: 10,033,763 | | | |] 7,774,928 | | | | 7,909,947 | | | | 6,743,052 | | |

| Total equity | | [added: 8,649,875 | | | |] 1,957,423 | | | | 1,887,031 | | | | 2,456,601 | | |

| Total liabilities and equity | | $ | [added: 18,683,638 | | | $ |] 9,732,351 | | | $ | 9,796,978 | | | $ | 9,199,653 | |

The selected data set forth below under the captions “Selected Statement of Operations Data” and “Summary Balance Sheet Data” for or as of each of the years in the four year period ended December 31, 2017 are derived from our audited consolidated financial statements.

Our consolidated balance sheets as of December 31, 2017 and 2016 and consolidated statements of operations for each of the years in the three year period ended December 31, 2017 are included in Part IV.

Item 15.

“Exhibits and Financial Statement Schedules" of this Annual Report on Form 10-K.

On November 16, 2017, we consummated the Mergers with SWH; and since the Merger Date, the results of operations from the Legacy SWH portfolio of homes have contributed to our growth.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| Net loss attributable to non-controlling interests | | 489 | | | | — | | | | — | | | | — | | |

| | | | | | | | | | | | | | | | | |

| | | February 1, 2017 through December 31, 2017(1) | | | | | | | | | | | | | | |

| Net loss available to common shareholders — basic and diluted | | $ | (89,073 | ) | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Weighted average common shares outstanding — basic and diluted | | 339,423,442 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Net loss per common share — basic and diluted | | $ | (0.26 | ) | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | $ | 0.22 | | | | | | | | | | | | | |

| | |

| --- | --- |

| (1) | Prior to the IPO, our business was conducted through the IH Holding Entities, which did not have a common capital structure upon which to compute historical earnings per share. Accordingly, earnings per shares has not been presented for historical periods prior to the IPO. |

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The selected condensed combined and consolidated financial and operating data set forth below as of and for the years ended December 31, 2016, 2015, and 2014 has been derived from our audited combined and consolidated financial statements included elsewhere in this Annual Report on Form 10-K and may not be indicative of our future results.

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Item 15.

Item15.

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such [added: information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.]

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2016.][added: 2017.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2016,] [added: 2017,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

This Annual Report on Form 10-K does not include [removed: a report of management's assessment] [added: an attestation by our independent registered public accounting firm] regarding our internal control over financial reporting due to a transition period established by the rules of the SEC for [removed: newly public companies.][added: companies that qualify as an "emerging growth company" under the JOBS Act.]

Consistent with guidance issued by the SEC, the scope of management’s assessment of the effectiveness of our disclosure controls and procedures did not include the internal controls over financial reporting of SWH, which we acquired on November 16, 2017 and which represented 49.4% of our consolidated assets and 8.0% of our consolidated revenues as of and for the year ended December 31, 2017, respectively.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company; (2) provide reasonable assurance that transaction are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management with the participation of our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017.

This evaluation was based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2017 to accomplish their objectives at the reasonable assurance level.

On November 16, 2017, we completed the Mergers as described in Part IV.

Item 15.

“Exhibits and Financial Statement Schedules,” Note 15 in this Annual Report on Form 10-K.

We excluded SWH from our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017.

Consistent with guidance issued by the SEC, the scope of management’s assessment of the effectiveness of our internal controls over financial reporting did not include the internal controls over financial reporting of SWH, which we acquired on November 16, 2017 and which represented 49.4% of our consolidated assets and 8.0% of our consolidated revenues as of and for the year ended December 31, 2017, respectively.

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

This Annual Report on Form 10-K does not include an attestation by our independent registered public accounting firm regarding our internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies and companies that qualify as an "emerging growth company" under the Jobs Act.

None.

2016 Annual Cash Incentive Compensation

On January 6, 2017, we filed with the SEC a Registration Statement on Form S-11 (File No. 333-215452), which was subsequently amended (as amended, the “Registration Statement”).

Pursuant to Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K, we omitted from the Summary Compensation Table included in the Registration Statement annual cash incentive compensation earned by and payable to our named executive officers for their fiscal 2016 service, because such compensation had not been determined and was not determinable at the time the Registration Statement was filed.

On March 29, 2017, the compensation committee certified performance under, and approved the amounts of the cash awards payable to our named executive officers pursuant to, our previously disclosed 2016 annual cash incentive compensation plan (the “2016 AIP”).

In addition, the compensation committee also determined to award our named executive officers an additional cash bonus in recognition of their efforts during 2016 leading up to our IPO.

Pursuant to Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K, and in lieu of filing an 8-K Item 5.02(f), we are reporting in this Annual Report on Form 10-K the amount of such annual cash incentive compensation earned by our named executive officers in respect of their 2016 service and have updated the information reported in the Summary Compensation Table and narrative thereto in Part III.

Item 11.

“Executive Compensation.” Amounts earned under the 2016 AIP and amounts awarded as discretionary bonuses are reflected, respectively, under the “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table, and details about the actual achievement under the 2016 AIP are included in the narrative that follows the Summary Compensation Table.

Iran Threat Reduction and Syria Human Rights Acts of 2012

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Acts of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.2 of this report, which includes disclosures

publicly filed and/or provided to Blackstone by Travelport Worldwide Limited and NCR Corporation, which may be considered our affiliates.

The information required by this Item is incorporated by reference to the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.

The following table sets forth the names, ages and positions of our directors and officers as of March 30, 2017.

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| --- | --- | --- | --- | --- |

| | | | | |

| Name | | Age | | Position(s) |

| John B. Bartling Jr. | | 59 | | President, Chief Executive Officer and Director |

| Bryce Blair | | 58 | | Executive Chairman and Director |

| Nicholas C. Gould | | 58 | | Vice Chairman and Director |

| Kenneth A. Caplan | | 43 | | Director |

| Jonathan D. Gray | | 47 | | Director |

| Robert G. Harper | | 38 | | Director |

| John B. Rhea | | 51 | | Director |

| David A. Roth | | 50 | | Director |

| John G. Schreiber | | 70 | | Director |

| Janice L. Sears | | 56 | | Director |

| William J. Stein | | 54 | | Director |

| Ernest M. Freedman | | 46 | | Executive Vice President and Chief Financial Officer |

| G. Irwin Gordon | | 66 | | Executive Vice President and Chief Revenue Officer |

| Bruce A. Lavine | | 61 | | Executive Vice President, Operations and Chief Operations Officer |

| Mark A. Solls | | 60 | | Executive Vice President and Chief Legal Officer |

| Dallas B. Tanner | | 36 | | Executive Vice President and Chief Investment Officer |

John B.

Bartling Jr. has served as our President and Chief Executive Officer and on the boards of directors of the IH Holding Entities since November 2014 and on the board of directors of Invitation Homes Inc. since its formation.

Prior to joining Invitation Homes, Mr. Bartling served as Senior Partner and as a member of the Management Committee of Ares Management LLC (“Ares”), a global alternative asset and private equity manager from September 2010 to October 2014.

Prior to his role with Ares, Mr. Bartling was the Managing Partner of AllBridge Investments, LLC (“AllBridge”), a portfolio company of Ares Capital Corporation, owner of WMC Management Company, LLC (“WMC”), a privately held real estate operating company, and President and CEO of Walden Residential.

Prior to WMC, Mr. Bartling served as President and CEO of Lexford Residential Trust, Inc. (“Lexford”), a publicly-held multifamily REIT and, before Lexford, Mr. Bartling served as Director of the Real Estate Products Group of Credit Suisse First Boston.

Prior to Credit Suisse First Boston, Mr. Bartling served as an Executive Vice President of NHP Incorporated and also held positions at Trammell Crow Residential and Mellon Bank, NA.

Mr. Bartling is the current President of the National Rental Home Council (the “NRHC”) and former Finance Chair of the National Multi Housing Council (NMHC).

He served on the Board of Governors of Commercial Real Estate (CRE) Finance Council, and has served as a director for Lexford, Walden Residential, Arnold Palmer Golf Management (APGM), as well as the Chairman of the Board of Ares Commercial Real Estate.

Mr. Bartling has also served on philanthropic boards, including the Children’s Hospital Research for Ohio State University, and the Harvard Joint Center for Housing Studies: Leadership Forum on Pension Fund and Endowment Investments in Domestic Emerging Markets.

Bryce Blair has served on the boards of directors of IH Holding Entities since September 2013 and as Executive Chairman thereof since November 2014, and joined the board of directors of Invitation Homes Inc. in January 2017.

Mr. Blair also serves on the board of Pulte Homes, one of the largest home builders in the U.S., where he chairs the Finance and Investment Committee.

Additionally, he serves on the board of Regency Centers, one of the largest owners of shopping centers in the U.S., where he chairs the Nominating and Governance Committee.

Mr. Blair also serves on the Advisory Board of the MIT Center for Real Estate, the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area.

Mr. Blair is the former Chairman and CEO of AvalonBay Communities, a REIT focused on the development, acquisition and management of multifamily apartments throughout the United States, where he served as Chief Executive Officer from 2001 to 2012 and

Chairman from 2002 through 2013.

Prior to his role as Chief Executive Officer and Chairman, he had previously served as President, Chief Operating Officer, Chief Investment Officer and Senior Vice President of Development, Acquisitions and Construction.

He has overseen the development, construction, acquisition and management of over $15 billion of multifamily assets.

Prior to the formation of Avalon Properties in 1993, Mr. Blair was a Partner with Trammell Crow Residential.

Mr. Blair also previously served as a Senior Advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College.

The information required by this Item is incorporated by reference to the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.

Executive Compensation

Introduction

This section provides an overview of the compensation for our principal executive officer and the two other most highly compensated persons serving as executive officers as of December 31, 2016.

We refer to these individuals as our named executive officers (our “NEOs”) for fiscal 2016.

These NEOs included: John B.

Bartling Jr., President and Chief Executive Officer; Ernest M.

Freedman, Executive Vice President and Chief Financial Officer; and Dallas B.

Tanner, Executive Vice President and Chief Investment Officer.

Summary Compensation Table

The following table sets forth all compensation paid to or accrued by our NEOs for services rendered to us during the fiscal year presented.

Based on the compensation he earned during 2015 following his commencement of service with the Company in October 2015, Mr. Freedman was not an NEO for fiscal 2015 and, accordingly, his compensation for that period is not included in the table below.

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| Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2) | | Stock Option | | | | | Non-Equity Incentive Plan Compensation ($)(4) | | Nonqualified Deferred Compensation Earnings ($)(5) | | | All Other Compensation ($)(6) | | Total ($) |

| | Awards ($)(3) | | Awards ($) | | | | | | | | | | | | | | | | | |

| John B. Bartling Jr. (President and Chief Executive Officer) | | 2016 | | $875,000 | | $30,188 | | $795,414 | | — | | | $779,489 | | — | | | $10,600 | | $2,490,691 |

| | 2015 | | $875,000 | | $17,500 | | $4,235,336 | | — | | | $857,500 | | — | | | $9,865 | | $5,995,201 | |

| Ernest M. Freedman (Executive Vice President and Chief Financial Officer) | | 2016 | | $558,846 | | $28,920 | | $906,453 | | — | | | $809,383 | | — | | | $160,749 | | $2,464,351 |

| Dallas B. Tanner (Executive Vice President and Chief Investment Officer) | | 2016 | | $450,000 | | $450,000 | | $563,419 | | — | | | $585,047 | | — | | | $47,833 | | $2,096,299 |

| | 2015 | | $387,156 | | $147,941 | | $3,970,869 | | — | | | $302,059 | | — | | | $54,248 | | $4,862,273 | |

| | |

| --- | --- |

| (1) | Represents the salary earned during the fiscal year presented. Effective June 1, 2016, Mr. Freedman’s salary was increased from $500,000 to $600,000. |

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| --- | --- |

| (2) | For 2016, amounts reported represents discretionary cash bonuses awarded to Messrs. Bartling, Freedman, and Tanner in respect of their 2016 service and efforts leading up to the IPO, as applicable. |

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| --- | --- |

| (3) | Incentive Units (as defined below) granted in the Promote Partnerships (as defined below) included time-vesting units and exit-vesting units. See “—Narrative to Summary Compensation Table—Long-Term Incentive Compensation.” |

Incentive Units in IH1 were granted to employees of a subsidiary of IH1 and, as such, the grant date fair value of the Incentive Units in IH1 was calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC Topic 718”), using the assumptions discussed in Note 10 to the combined and consolidated financial statements included in this Annual Report on Form 10-K.

The grant date fair value of the exit-vesting portion of the Incentive Units granted in IH1 was computed based upon the probable outcome of the performance conditions as of the grant date in accordance with FASB ASC Topic 718.

Achievement of the performance conditions for these Incentive Units was not deemed probable on the grant date and, accordingly, no value is included in the table for this portion of the awards pursuant to the SEC’s disclosure rules.

Assuming achievement of the performance conditions, the grant date fair value of the exit-vesting Incentive Units in IH1 granted in 2016 would have been $26,227 for Mr. Freedman (the only NEO who was granted exit-vesting Incentive Units in IH1 in 2016).

Incentive Units in the IH2 Promote Partnerships, IH3, IH4 and IH5 (each as defined below) were granted to non-employees of the issuing entities and, as such, the grant date fair value of the Incentive Units in the IH2 Promote

Partnerships, IH3, IH4 and IH5 (measured as of the initial grant date and reported in the table above) was calculated in accordance with FASB ASC 505, Equity (“ASC Topic 505”), using the assumptions discussed in Note 10 to the combined and consolidated financial statements included in this Annual Report on Form 10-K.

The grant date fair value of the exit-vesting portion of the Incentive Units granted in the IH2 Promote Partnerships, IH3, IH4 and IH5 was computed based upon the probable outcome of the performance conditions as of the grant date.

Achievement of the performance conditions for these Incentive Units was not deemed probable on the grant date and, accordingly, no value is included in the table for this portion of the awards pursuant to the SEC’s disclosure rules.

Assuming achievement of the performance conditions, the initial grant date fair value of the exit-vesting Incentive Units in the IH2 Promote Partnerships, IH3 and IH4 granted in 2016 would have been $100,959 for Mr. Freedman, and the initial grant date fair value of the exit-vesting Incentive Units in IH5 granted in 2016 would have been $198,854 for Mr. Bartling and $99,427 for Mr. Freedman.

All of Mr. Tanner’s Incentive Units granted in 2016 are time-vesting.

[removed: Securities] [added: Certain information required by this Item 12 is set forth under the heading “Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans” in Part II.]

Item 5.

“Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this Annual Report on Form 10-K.

The remaining information required by this Item is incorporated by reference to the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 30, 2017 held by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group.

As of March 30, 2017, there were 310,376,634 shares of our common stock outstanding.

Unless otherwise noted, the address of each beneficial owner is 1717 Main Street, Suite 2000, Dallas, Texas 75201.

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| Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | | Percentage of Common Stock Beneficially Owned | |

| Blackstone(1) | 219,945,349 | | 70.86 | % |

| John B. Bartling Jr.(2) | — | | * | |

| Bryce Blair(2) | 777 | | * | |

| Nicholas C. Gould(2)(4) | 755,732 | | * | |

| Kenneth A. Caplan(3) | — | | — | |

| Jonathan D. Gray(3) | — | | — | |

| Robert G. Harper(3) | — | | — | |

| John B. Rhea(2) | — | | — | |

| David A. Roth(3) | — | | — | |

| John G. Schreiber(2) | — | | — | |

| Janice L. Sears(2)(5) | 5,000 | | * | |

| William J. Stein(3) | — | | — | |

| Ernest M. Freedman(2) | — | | * | |

| Dallas B. Tanner(2)(6) | 79,137 | | * | |

| All directors and executive officers as a group (16 persons)(2)(7) | 851,646 | | * | |

*Less than 1%.

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| --- | --- |

| (1) | Amounts beneficially owned reflect 80,382,041 shares directly held by Invitation Homes Parent L.P., 43,797,131 shares directly held by Preeminent Parent L.P., 8,619,746 shares directly held by Invitation Homes 2-A L.P., 33,908,708 shares directly held by Invitation Homes 3 Parent L.P., 19,938,109 shares directly held by Invitation Homes 4 Parent L.P., 15,250,871 shares directly held by Invitation Homes 5 Parent L.P. and 18,048,743 shares directly held by Invitation Homes 6 Parent L.P. |

The general partner of Invitation Homes Parent L.P. is Invitation Homes GP Parent LLC.

The sole member of Invitation Homes GP Parent LLC is THR Investor LLC.

THR Investor LLC is owned by Blackstone Family Real Estate Partnership VII-SMD L.P., Blackstone Real Estate Holdings VII-NQ L.P., Blackstone Real Estate Holdings VII-NQ-ESC L.P., Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.F-NQ (AV) L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P. and Blackstone Real Estate Partners VII.TE.8-NQ L.P. The general partner of Blackstone Family Real Estate Partnership VII-SMD L.P. is Blackstone Family GP L.L.C., which is, in turn, wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A.

Schwarzman.

The general partner of Blackstone Real Estate Holdings VII-NQ L.P. and Blackstone Real Estate Holdings VII-NQ-ESC L.P. is BREP VII-NQ Side-by-Side GP L.L.C. The general partner of Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.F-NQ (AV) L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P.

and Blackstone Real Estate Partners VII.TE.8-NQ L.P. is Blackstone Real Estate Associates VII-NQ L.P. The general partner of Blackstone Real Estate Associates VII-NQ L.P. is BREA VII-NQ L.L.C. The managing member of BREA VII-NQ L.L.C. and the sole member of BREP VII-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P.

The general partner of Preeminent Parent L.P. and Invitation Homes 2-A L.P. is Invitation Homes 2 GP LLC.

The sole member of Invitation Homes 2 GP LLC is IH2 Investor L.P. The general partner of IH2 Investor L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

The general partner of Invitation Homes 3 Parent L.P. is Invitation Homes 3 GP Parent LLC.

Invitation Homes 3 GP Parent LLC is owned by BREP IH3 Holdings LLC and BTO IH3 Holdings L.P.

The general partner of Invitation Homes 4 Parent L.P. is Invitation Homes 4 GP Parent LLC.

Invitation Homes 4 GP Parent LLC is owned by BREP IH4 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 5 Parent L.P. is Invitation Homes 5 GP Parent LLC.

The sole member of Invitation Homes 5 GP Parent LLC is BREP IH5 Holdings LLC.

The general partner of Invitation Homes 6 Parent L.P. is Invitation Homes 6 GP Parent LLC.

The information required by this Item is incorporated by reference to the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.

Related Person Transaction Policy

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof).

Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock that is listed on the NYSE.

Our related person policy requires that a “related person” (as defined as in Item 404(a) of Regulation S-K, which includes security holders who beneficially own more than 5% of our common stock, including our Sponsor) must promptly disclose to our Chief Legal Officer any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto.

The Chief Legal Officer will then promptly communicate that information to our board of directors.

No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors.

It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

Pre-IPO Transactions

As described in greater detail in Part I.

Item 1.

“Business,” prior to the IPO, we effected the Pre-IPO Transactions whereby, among other things, Invitation Homes Inc. acquired and contributed to our Operating Partnership all of the interests in the IH Holding Entities and/or their subsidiaries and our pre-IPO owners acquired newly issued shares of common stock in Invitation Homes Inc. Members of our management held incentive awards in the form of equity interests in these IH Holding Entities or affiliated entities and, in connection with the Pre-IPO Transactions, all or a portion of these equity interests were exchanged for direct or indirect equity interests in us.

See Part III.

Item 11.

“Executive Compensation.”

Stockholders Agreement

In connection with the IPO, we entered into a stockholders agreement with our Sponsor and its affiliates.

This agreement requires us to nominate a number of individuals designated by our Sponsor for election as our directors at any meeting of our stockholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need for re-election, the number of Sponsor Directors serving as directors of our company will be equal to: (1) if our pre-IPO owners and their affiliates together continue to beneficially own at least 50% of the shares of our common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is greater than 50% of the total number of directors comprising our board of directors; (2) if our pre-IPO owners and their affiliates together continue to beneficially own at least 40% (but less than 50%) of the shares of our common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 40% of the total number of directors comprising our board of directors; (3) if our pre-IPO owners and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the shares of our common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 30% of the total number of directors comprising our board of directors; (4) if our pre-IPO owners and their affiliates together continue to beneficially own at least 20% (but less than 30%) of the shares of our common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 20% of the total number of directors comprising our board of directors; and (5) if our pre-IPO owners and their affiliates together continue to beneficially own at least 5% (but less than 20%) of the shares of our common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 10% of the total number of directors comprising our board of directors.

For so long as the stockholders agreement remains in effect, Sponsor Directors may not be removed without the consent of our Sponsor.

In the case of a vacancy on our board created by the removal or resignation of a Sponsor Director, the stockholders agreement requires us to nominate an individual designated by our Sponsor for election to fill the vacancy.

The stockholders agreement and our charter require that certain amendments to our charter, and any change to the number of our directors, require the consent of our Sponsor.

The stockholders agreement will remain in effect until our Sponsor is no longer entitled to nominate a Sponsor Director pursuant to the stockholders agreement, unless our Sponsor requests that it terminate at an earlier date.

Registration Rights Agreement

In connection with the IPO, we entered into a registration rights agreement that provides our Sponsor an unlimited number of “demand” registrations and customary “piggyback” registration rights and certain “demand” registrations and “piggyback” registration rights to other of our pre-IPO owners.

The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act.

Indemnification Agreements

Following the IPO, we entered into indemnification agreements with our directors and executive officers.

These agreements require us to indemnify these individuals to the fullest extent permitted under Maryland law and our charter and bylaws against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Warehouse Loans

From time to time certain of the IH Holding Entities borrowed funds in the form of warehouse loans from affiliates of our Sponsor.

During the year ended December 31, 2016, interest on amounts borrowed accrued at rates based on a spread to LIBOR ranging from 250 to 275 basis points, and any unpaid interest amounts are compounded into the remaining unpaid principal balance on a monthly basis.

For the year ended December 31, 2016, the largest aggregate principal amount

outstanding under such warehouse loans was $114.3 million.

As of December 31, 2016, we had repaid all outstanding borrowings under the warehouse loans and do not expect to obtain warehouse loans from our Sponsor in the future.

Loans to Directors and Executive Officers

In May 2014, we made a loan to Mr. Nicholas C.

Gould, a member of our board of directors, pursuant to a promissory note in the principal amount of $7.5 million.

The note accrued interest at a rate of 1.97% per annum, which was added to principal on each anniversary of the issue date and was secured by equity interests held by Mr. Gould in Invitation Homes L.P. As of December 31, 2016, the note had an outstanding balance, including capitalized interest, of approximately $7.7 million.

On January 5, 2017, the note was canceled.

The information required by this Item is incorporated by reference to the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.

Audit and Non-Audit Fees

In connection with the audit of the 2016 combined and consolidated financial statements, we entered into an agreement with Deloitte & Touche LLP which sets forth the terms by which Deloitte & Touche LLP performed audit services for the Company.

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”) for the audit of our financial statements for 2016 and 2015 and for fees billed for other services rendered by Deloitte &Touche during those periods.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| ($ in thousands) | 2016 | | | | 2015 | | |

| Audit fees(1) | $ | 1,671 | | | $ | 2,291 | |

| Audit related fees(2) | 2,186 | | | | — | | |

| Tax fees(3) | 220 | | | | 191 | | |

| All other fees(4) | 860 | | | | — | | |

| Total | $ | 4,937 | | | $ | 2,482 | |

| | |

| --- | --- |

| (1) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Deloitte & Touche for the audits of the IH Holding Entities and certain of their wholly-owned subsidiaries as required by debt or other operating agreements, including the audit of our combined and consolidated financial statements as of and for the year ended December 31, 2016. |

| | |

| --- | --- |

| (2) | Includes the aggregate fees recognized during 2016 for professional services rendered by Deloitte & Touche for the audit of our combined and consolidated annual financial statements as of and for the years ended December 31, 2015 and 2014, and review of other information included in our Registration Statement and other pre-IPO SEC filings. |

| | |

| --- | --- |

| (3) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Deloitte & Touche for tax compliance, tax advice and tax planning. |

| | |

| --- | --- |

| (4) | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered by Deloitte & Touche for tax compliance, tax advice and tax planning specifically related to our IPO. |

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm.

In exercising this responsibility, the Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.

Effective with the completion of our IPO, the Audit Committee will, prior to such engagement, pre-approve independent public accounting firm services within each category and the fees of each category are budgeted.

During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories.

In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

[removed: | (a) | Financial] [added: (a)Financial] Statements [removed: |]

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | [removed: [F-1](#s9AA0EA91526257BA9FE0EB89ED50B2B3)] [added: [F-1](#s0D88E411629750D2ABB63784CA2CD83A)] |

| Invitation Homes [removed: Combined and] [added: Inc.] Consolidated Financial Statements as of December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] and for the three years in the period ended December 31, [removed: 2016] [added: 2017] | |

| [removed: Combined and] Consolidated Balance Sheets | [removed: [F-6](#s5C7218951EEE5B43ADDCD25BEB614E1E)] [added: [F-2](#s2F5583F3E3FE5DC9ACD890825A7D8101)] |

| [removed: Combined and] Consolidated Statements of Operations | [removed: [F-7](#sA160C35EA842550D9339BB644CD26416)] [added: [F-3](#s9CCA96DC6B685C29A4DCFF9721807AB6)] |

| [removed: Combined and] Consolidated Statements of Equity | [removed: [F-8](#s64260A798D7C51988E8B43F560311BB0)] [added: [F-5](#sE448EC451EA7535B8B1E95943595F9B4)] |

| [removed: Combined and] Consolidated Statements of Cash Flows | [removed: [F-9](#sA1DB55DC716F5D11BBC63328D8FC5C80)] [added: [F-6](#s330A86D60B1C5256955677B83A7DA1BA)] |

| Notes to [removed: Combined and] Consolidated Financial Statements | [removed: [F-11](#s0F75B12A611150F79B630DC205197E9E)] [added: [F-8](#sB18DB4945EAB5FC89A5A5D91C4D2C8A9)] |

[removed: | (b) | Financial] [added: (b)Financial] Statement [removed: Schedules |][added: Schedule]

| Invitation Homes as of December 31, [removed: 2016] [added: 2017] and for the three years in the period ended December 31, [removed: 2016] [added: 2017] | |

| Schedule III Real Estate and Accumulated Depreciation | [removed: [F-39](#s23C08B3D565153E58F042DCE1989360F)] [added: [F-46](#s99E51A3B88155575BD9D45E5665366E7)] |

[removed: (c)Exhibits][added: | (c) | Exhibits |]

| 3.1 | | [removed: Charter] [added: [Charter] of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 1-38004) filed on February 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex31.htm)] |

| 3.2 | | [removed: Amended] [added: [Amended] and Restated Bylaws of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 1-38004) filed on February 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex32.htm)] |

| [removed: 10.1] [added: 10.7] | | [removed: Stockholders] [added: [Registration Rights] Agreement, dated as of January 31, 2017, by and among the Company and the equity holders named therein (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File [removed: No. 1-38004)] [added: No.1-38004)] filed on February 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex101.htm)] |

| [removed: 10.2] [added: 10.5] | | [removed: Invitation] [added: [Invitation] Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 1-38004) filed on February 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex104.htm)] † |

| [removed: 10.3] [added: 10.6] | | [removed: Form] [added: [Form] of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex105.htm)] † |

| [removed: 10.5] [added: 10.8] | | [removed: Revolving] [added: [Revolving] Credit and Term Loan Agreement, dated as of February 6, 2017, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.3 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 1-38004) filed on February 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex103.htm)] |

| [removed: 10.6] [added: 10.9] | | [removed: Loan] [added: [Loan] Agreement, between 2014-2 IH Borrower L.P. and German American Capital Corporation, dated as of August 14, 2014 (incorporated by reference to Exhibit 10.6 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex106.htm)] |

| [removed: 10.7] [added: 10.10] | | [removed: Loan] [added: [Loan] Agreement, between 2014-3 IH Borrower L.P. and German American Capital Corporation, dated as of November 12, 2014 (incorporated by reference to Exhibit 10.7 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex107.htm)] |

| [removed: 10.8] [added: 10.11] | | [removed: Loan] [added: [Loan] Agreement, between 2015-1 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of January 29, 2015 (incorporated by reference to Exhibit 10.8 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex108.htm)] |

| [removed: 10.9] [added: 10.12] | | [removed: Loan] [added: [Loan] Agreement, between 2015-2 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of April 10, 2015 (incorporated by reference to Exhibit 10.9 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex109.htm)] |

| [removed: 10.10] [added: 10.13] | | [removed: Loan] [added: [Loan] Agreement, between 2015-3 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of June 25, 2015 (incorporated by reference to Exhibit 10.10 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1010.htm)] |

| [removed: 10.11] [added: 10.22] | | [removed: Employment] [added: [Employment] Agreement with John B. Bartling Jr., dated November 25, 2014 (incorporated by reference to Exhibit 10.11 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1011.htm)] † |

| [removed: 10.12] [added: 10.23] | | [removed: Employment] [added: [Employment] Agreement with Dallas B. Tanner, dated November 9, 2015 (incorporated by reference to Exhibit 10.12 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1012.htm)] † |

| [removed: 10.13] [added: 10.24] | | [removed: Employment] [added: [Employment] Agreement with Ernest M. Freedman, dated September 4, 2015 (incorporated by reference to Exhibit 10.13 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1013.htm)] † |

| [removed: 10.14] [added: 10.30] | | [removed: Form] [added: [Form] of Invitation Homes 6 L.P. Bonus Award Program Letter Agreement (incorporated by reference to Exhibit 10.14 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1014.htm)] † |

| [removed: 10.15] [added: 10.31] | | [removed: Form] [added: [Form] of Invitation Homes Inc. Restricted Stock Grant and Acknowledgment (Converted Incentive Units) (incorporated by reference to Exhibit 10.15 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1015.htm)] † |

| [removed: 10.16] [added: 10.32] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Mr. John B. Bartling Jr. (Supplemental Bonus Award (2 Tranche Vesting)) (incorporated by reference to Exhibit 10.16 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1016.htm)] † |

| [removed: 10.17] [added: 10.33] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Mr. John B. Bartling Jr. (Supplemental Bonus Award (3 Tranche Vesting)) (incorporated by reference to Exhibit 10.17 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1017.htm)] † |

| [removed: 10.18] [added: 10.34] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Mr. Ernest M. Freedman (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.18 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1018.htm)] † |

| [removed: 10.19] [added: 10.35] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Mr. Dallas B. Tanner (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.19 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1019.htm)] † |

| [removed: 10.20] [added: 10.36] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Mr. Bryce Blair (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.20 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1020.htm)] † |

| [removed: 10.21] [added: 10.37] | | [removed: Form] [added: [Form] of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.21 to the [removed: Company's] [added: Company’s] Registration Statement on Form S-11 (No. 333-215452) filed on January 23, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1021.htm)] † |

| 31.1 | | [removed: Certificate] [added: [Certificate] of [removed: John B. Bartling Jr.,] [added: Frederick C. Tuomi,] President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes­Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit311soxcertification.htm)] |

| 31.2 | | [removed: Certificate] [added: [Certificate] of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit312soxcertification.htm)] |

| 32.1 | | [removed: Certificate] [added: [Certificate] of [removed: John B. Bartling Jr.,] [added: Frederick C. Tuomi,] President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit321soxcertification.htm)] |

| 32.2 | | [removed: Certificate] [added: [Certificate] of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit322soxcertification.htm)] |

| [removed: 99.1] [added: 10.2] | | [removed: Form of Amended] [added: [Amended] and Restated Agreement of Limited Partnership of Invitation Homes Operating Partnership LP, [added: dated as of August 9, 2017, by and among Invitation Homes OP GP LLC and Invitation Homes Inc.] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company's Registration Statement] [added: Company’s Current Report] on Form [removed: S-11 (No. 333-215452)] [added: 8-K (File No. 1-38004)] filed on [removed: January 6, 2017).] [added: August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex102.htm)] |

| Consolidated Statements of Other Comprehensive Loss | [F-4](#s46c35e11b77945178f4d42763c291c86) |

| 2.1 | | [Agreement and Plan of Merger, dated August 9, 2017, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes and Starwood Waypoint Homes Partnership, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex21.htm) |

| 4.1 | | [Indenture, dated as of July 7, 2014, among Starwood Waypoint Residential Trust and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed July 8, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514262143/d753070dex41.htm) |

| 4.2 | | [First Supplemental Indenture, dated as of July 7, 2015, to the Indenture Related to 3.00% Convertible Senior Notes due 2019, among Starwood Waypoint Residential Trust and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed November 5, 2015).](http://www.sec.gov/Archives/edgar/data/1579471/000156459015009735/sway-ex41_365.htm) |

| 4.3 | | [Form of 3.00% Convertible Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed July 8, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514262143/d753070dex41.htm) |

| 4.4 | | [Second Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex41.htm) |

| 4.5 | | [Indenture, dated as of January 10, 2017, between Starwood Waypoint Homes and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 10, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017000275/sfr-ex41_7.htm) |

| 4.6 | | [Form of 3.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 10, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017000275/sfr-ex41_7.htm) |

| 4.7 | | [First Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex42.htm) |

| 10.1 | | [Amended and Restated Stockholders Agreement by and among Invitation Homes Inc., each of the parties from time to time party thereto and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex101.htm) |

| 10.3 | | [Amended and Restated Registration Rights Agreement, dated as of October 4, 2016, among SWH and the other parties named therein (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1- 36163) filed with the SEC on October 11, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000119312516735859/d264492dex101.htm) |

| 10.4 | | [Assignment and Assumption Agreement, dated as of November 16, 2017, between Invitation Homes Inc. and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex102.htm) |

| 10.14 | | [Loan Agreement, dated as of November 9, 2017, between IH 2017-2 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 9, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000030/invh-form8xkxs1011917xexhi.htm) |

| 10.15 | | [Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 12, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000005/a24243668_15x2018-1xihloan.htm) |

| 10.16 | | [Loan Agreement, dated as of April 10, 2014, between CAH 2014-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.3 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed August 9, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016023748/sfr-ex103_385.htm) |

| 10.17 | | [Loan Agreement, dated as of June 30, 2014, between CAH 2014-2 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.4 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed August 9, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016023748/sfr-ex104_386.htm) |

| 10.18 | | [Loan Agreement, dated as of June 11, 2015, between CAH 2015-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.5 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed August 9, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016023748/sfr-ex105_387.htm) |

| 10.19 | | [Loan Agreement, dated as of June 7, 2016, between CSH 2016-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed June 8, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000119312516615664/d119371dex101.htm) |

| 10.20 | | [Loan Agreement, dated as of November 3, 2016, between CSH 2016-2 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.2 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed November 7, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016027990/sfr-ex102_221.htm) |

| 10.21 | | [Loan Agreement, dated as of September 29, 2017, between SWH 2017-1 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed September 29, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017019104/sfr-ex101_51.htm) |

| | | |

| | | |

| | | |

| 10.25 | | [Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and John Bartling (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex103.htm) † |

| | | |

| 10.26 | | [Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and Ernest Freedman (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex104.htm) † |

| | | |

| 10.27 | | [Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc. and Dallas Tanner (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex105.htm) † |

| | | |

| 10.28 | | [Term Sheet, dated September 19, 2017, between Invitation Homes Inc. and Frederick C. Tuomi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on September 19, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517288496/d447243dex101.htm) † |

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| --- | --- | --- |

| | | |

| Exhibit number | | Description |

| | | |

| 10.29 | | [Award Notice and Restricted Stock Unit Agreement (Sign-On Award – Mr. Tuomi) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 20, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex103.htm) † |

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| --- | --- |

| | |

| Invitation Homes Inc. Balance Sheet as of December 31, 2016 | |

| Balance Sheet | [F-2](#s039966BAFD9F55C4AA672E92D26A3C94) |

| Notes to Balance Sheet | [F-3](#s37B81051CF8D54308F221A29D5F76C2C) |

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | [F-5](#sA14C8DA9918953B28656F1199CB5F65E) |

| 10.4 | | Registration Rights Agreement, dated as of January 31, 2017, by and among the Company and the equityholders named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.1-38004) filed on February 6, 2017). |

| 21.1 | | Subsidiaries of the Registrant. |

| 23.1 | | Consent of Deloitte & Touche LLP. |

| 23.2 | | Consent of Deloitte & Touche LLP. |

| 99.2 | | Section 13(r) Disclosure. |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the [removed: 30th] [added: 29th] day of March [removed: 2017.][added: 2018.]

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the [removed: 30th] [added: 29th] day of March [removed: 2017.][added: 2018.]

| /s/ [removed: John B. Bartling Jr.] [added: Frederick C. Tuomi] | | President, Chief Executive Officer and Director |

| /s/ Bryce Blair | | [removed: Executive] Chairman and Director |

To the [added: stockholders and the] Board of Directors [removed: and Stockholders] of

[removed: This] [added: These] financial [removed: statement is] [added: statements are] the responsibility of the [removed: Company’s] [added: Company's] management.

Our responsibility is to express an opinion on [removed: this] [added: the Company's] financial [removed: statement] [added: statements] based on our [removed: audit.][added: audits.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the [removed: balance sheet is] [added: financial statements are] free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]

[removed: Our audit included consideration] [added: As part] of [added: our audits, we are required to obtain an understanding of] internal control over financial reporting [removed: as a basis for designing audit procedures that are appropriate in the circumstances,] but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: An audit] [added: Our audits] also [removed: includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [removed: balance sheet presentation.][added: presentation of the financial statements.]

In our opinion, [removed: such balance sheet presents] [added: the financial statements present] fairly, in all material respects, the financial position of [removed: Invitation Homes Inc.] [added: the Company] as of December 31, [added: 2017 and] 2016, [added: and the results of its operations and its cash flows for each of the three years] in [added: the period ended December 31, 2017, in] conformity with accounting principles generally accepted in the United States of America.

[removed: As of] [added: | | |] December 31, [added: 2017 | | | | December 31,] 2016 [added: | | |]

| Liabilities [added: assumed:] | | [removed: $] | [removed: —] | |

| Common stock, [added: $0.01] par value [removed: $0.01] per share, [removed: 1,000] [added: 9,000,000,000] shares authorized, [removed: 100 shares issued and] [added: 519,173,142] outstanding [added: at December 31, 2017] | | [removed: 1] [added: 5,192] | | | [added: | — | | |]

| Additional paid-in capital | | [added: 8,602,603 | | | |] — | | |

| Total liabilities and [removed: stockholder’s] equity | | $ | [removed: 1] [added: 18,683,638] | | [added: | $ | 9,732,351 | |]

The accompanying notes are an integral part of [removed: this balance sheet.][added: these consolidated financial statements.]

Since inception, and through [removed: January 30, 2017, Invitation Homes Inc.] [added: the date of the Pre-IPO Transactions (as described below), INVH] did not engage in any business or activity.

The Pre-IPO Transactions also included amendments to the [removed: Company’s] [added: INVH] charter [removed: providing] [added: which provide] for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, $0.01 par value per share.

On February 6, 2017, [removed: the Company] [added: INVH] completed an initial public offering [added: (“IPO”)] of 88,550,000 shares of [removed: its] common stock [removed: (the “IPO”).][added: at a price to the public of $20.00 per share.]

If [removed: the Company fails] [added: we fail] to qualify as a REIT in any taxable year, [removed: the Company] [added: we] will be subject to [added: United States] federal income [removed: tax (including] [added: taxes at regular corporate rates (including, for taxable years beginning prior to January 1, 2018,] any applicable alternative minimum tax) [removed: on its taxable income] and [added: may not be able] to [removed: federal income and excise taxes on its undistributed income.][added: qualify as a REIT for subsequent taxable years.]

The accompanying [removed: balance sheet has] [added: consolidated financial statements have] been prepared in accordance with accounting principles generally accepted [removed: (“GAAP”)] in the United [removed: States.][added: States (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”).]

The preparation of the [removed: accompanying balance sheet] [added: consolidated financial statements] in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and [removed: disclosures] [added: disclosure] of contingent assets and liabilities at the date of the [removed: balance sheet.][added: consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.]

[removed: Commitments] [added: Note 14—Commitments] and Contingencies

[removed: At December 31, 2016, the Company was authorized to issue 1,000 shares of common] [added: | Preferred] stock, [added: $0.01] par value [removed: $0.01] per [removed: share.][added: share, 900,000,000 shares authorized, none outstanding at December 31, 2017 | | — | | | | — | | |]

Note [removed: 4—Subsequent] [added: 17—Subsequent] Events

In connection with the preparation of the accompanying [removed: balance sheet as of December 31, 2016, the Company has] [added: consolidated financial statements, we have] evaluated events and transactions occurring after December 31, [removed: 2016,] [added: 2017,] for potential recognition or disclosure.

We have audited the accompanying [removed: combined and consolidated] balance sheets of Invitation Homes [added: Inc.] and subsidiaries (the [removed: “Company”),] [added: "Company")] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the related [removed: combined and consolidated] statements of operations, [added: other comprehensive income (loss),] equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").]

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

INVITATION HOMES [added: INC.]

[removed: COMBINED AND] CONSOLIDATED BALANCE SHEETS

As of December 31, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]

| | | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Land | | $ | [removed: 2,703,388] [added: 4,646,917] | | | $ | [removed: 2,640,615] [added: 2,703,388] | |

| Building and improvements | | [removed: 7,091,457] [added: 13,740,981] | | | | [removed: 6,955,784] [added: 7,091,457] | | |

| [added: Balance at beginning of period] | | [added: $ |] 9,794,845 | | | [added: $] | 9,596,399 | | | [added: $ | 8,796,708 | |]

| Less: accumulated depreciation | | [removed: (792,330] [added: (1,075,634] | | ) | | [removed: (543,698] [added: (792,330] | | ) |

| Investments in single-family residential properties, net | | [removed: 9,002,515] [added: 17,312,264] | | | | [removed: 9,052,701] [added: 9,002,515] | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | 198,119 | | | | 274,818 | | | [added: | 285,596 | | |]

| Restricted cash | | [removed: 222,092] [added: 236,684] | | | | [removed: 219,174] [added: 222,092] | | |

| By: | /s/ Frederick C. Tuomi |

| | Name: Frederick C. Tuomi |

| Frederick C. Tuomi | | (Principal Executive Officer) |

| /s/ Richard D. Bronson | | Director |

| Richard D. Bronson | | |

| /s/ Michael D. Fascitelli | | Director |

| Michael D. Fascitelli | | |

| /s/ Jeffrey E. Kelter | | Director |

| Jeffrey E. Kelter | | |

| /s/ Barry S. Sternlicht | | Director |

| Barry S. Sternlicht | | |

Opinion on the Financial Statements

Basis for Opinion