Invitation Homes (INVH) 10-K risk factor changes: FY2018 vs FY2017

| • | changes in national, [removed: regional] [added: regional,] or local economic, [removed: demographic] [added: demographic,] or real estate market conditions; |

| • | changes in job markets and employment levels on a national, [removed: regional] [added: regional,] and local basis; |

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

| • | increases in property taxes, HOA [removed: fees] [added: fees,] and insurance costs; |

| • | fraud by borrowers, [removed: originators] [added: originators,] and/or sellers of mortgage loans; |

| • | the cost, [removed: quality] [added: quality,] and condition of the properties we are able to acquire; and |

| • | our ability to provide adequate management, [removed: maintenance] [added: maintenance,] and insurance. |

Any one or more of these factors could adversely affect our business, financial [removed: condition] [added: condition,] and results of operations.

Our business strategy involves purchasing, renovating, [removed: maintaining] [added: maintaining,] and managing a large number of residential properties and leasing them to qualified residents.

| • | our ability to effectively manage renovation, maintenance, [removed: marketing] [added: marketing,] and other operating costs for our properties; |

| • | our ability to compete with other investors entering the [removed: sector for] single-family [removed: properties;] [added: rental industry;] |

| • | costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, [removed: real estate] [added: property] taxes, HOA [removed: fees] [added: fees,] and insurance; |

| • | reversal of population, [removed: employment] [added: employment,] or homeownership trends in our markets; and |

| • | interest rate levels and volatility, [removed: such as] [added: which may affect] the accessibility of short-term and long-term financing on desirable terms. |

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of over 80,000 homes as of December 31, [removed: 2017.][added: 2018.]

| • | stabilize and manage an increasing number of properties and resident relationships across our geographically dispersed portfolio while maintaining a high level of resident [removed: satisfaction,] [added: satisfaction] and building and enhancing our brand; |

| • | attract, [removed: integrate] [added: integrate,] and retain new management and operations personnel; and |

Many of the expenses associated with our business, such as [removed: real estate] [added: property] taxes, HOA fees, [removed: personal and property taxes,] insurance, utilities, acquisition, renovation and maintenance costs, and other general corporate expenses are relatively inflexible and will not necessarily decrease with a reduction in revenue from our business.

Our expenses and ongoing capital expenditures are also affected by inflationary [removed: increases] [added: increases,] and certain of our cost increases may exceed the rate of inflation in any given period or market.

[removed: By contrast, our] [added: Our] rental income is affected by many factors beyond our control, such as the availability of alternative rental housing and economic conditions in our markets.

Increasing property taxes, HOA [removed: fees] [added: fees,] and insurance costs may negatively affect our financial results.

If the costs associated with property taxes, HOA fees and [removed: assessments] [added: assessments,] or insurance rise significantly and we are unable to increase rental rates due to rent control laws or other regulations to offset such increases, our results of operations would be negatively affected.

We have recorded consolidated net losses [removed: in] [added: for] the years ended December 31, [added: 2018,] 2017, [removed: 2016] and [removed: 2015.][added: 2016.]

We also face intense competition for the employment of highly skilled managerial, investment, [removed: financial] [added: financial,] and operational personnel.

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

Competition for highly skilled managerial, investment, [removed: financial] [added: financial,] and operational personnel is intense.

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 [removed: demographics] [added: demographics,] and changes in employment legislation.

A downturn or slowdown in the rental demand for single-family housing caused by adverse economic, [removed: regulatory] [added: regulatory,] or environmental conditions, or other events, in our markets may have a greater impact on the value of our properties or our operating results than if we had more fully diversified our investments.

In addition to general, regional, [removed: national] [added: national,] and international economic conditions, our operating performance will be impacted by the economic conditions in our markets.

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 [removed: results] [added: results,] and ability to make distributions to our stockholders and cause the value of our common stock to decline.

Consequently, we routinely retain independent contractors and trade professionals to perform physical repair work and are exposed to all of the risks inherent in property renovation and maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, certificates of [removed: occupancy] [added: occupancy,] and poor workmanship.

We face competition for residents from other lessors of single-family properties, apartment [removed: buildings] [added: buildings,] and condominium units.

Competing properties may be newer, better [removed: located] [added: located,] and more attractive to residents.

In acquiring our properties, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental [removed: bodies] [added: bodies,] and other entities.

Compliance with governmental laws, [removed: regulations] [added: regulations,] and covenants that are applicable to our properties or that may be passed in the future, including permit, [removed: license] [added: license,] and zoning requirements, may adversely affect our ability to make future acquisitions or renovations, result in significant costs or delays, and adversely affect our growth strategy.

Rental homes are subject to various covenants and local laws and regulatory requirements, including permitting, [removed: licensing] [added: licensing,] and zoning requirements.

Local regulations, including municipal or local ordinances, [removed: restrictions] [added: restrictions,] and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties.

Among other things, these restrictions may relate to fire and safety, seismic, [removed: asbestos-cleanup] [added: asbestos-cleanup,] or hazardous material abatement requirements.

Our failure to obtain such permits, [removed: licenses] [added: licenses,] and approvals could have a material adverse effect on us and cause the value of our common stock to decline.

Tenant relief laws, including laws regulating evictions, rent control [removed: laws] [added: laws,] and other regulations that limit our ability to increase rental rates may negatively impact our rental income and profitability.

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.

Although we use various policies, procedures, and practices to assess the state of title prior to purchase and obtain title insurance if an acquired property is placed into a securitization facility in connection

or other persons dealing with the acquired entities, and tax liabilities.

A property owner who violates environmental laws

We evaluate prospective residents in a standardized manner through the use of a third party resident screening vendor partner.

Our resident screening process includes obtaining appropriate identification, a thorough evaluation of credit history and household income, a review of the applicant’s rental history, and a background check for criminal activity.

We make leasing decisions based on information in rental applications completed by a prospective resident and screened by our third party partner, and we cannot be certain that this information is accurate.

relevant accounting period and in future periods.

Due to the nature of some of the attacks, there is a risk that they may remain undetected for a period of time.

While we have invested in the protection of data and information technology and implemented processes, procedures, and internal controls that are designed to mitigate cybersecurity risks and cyber intrusions, there can be no assurance that our efforts will prevent cyber incidents or security breaches.

We maintain cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business, or reputational losses that may result from an interruption or breach of our systems.

may be in a position to take actions contrary to our policies or objectives.

We are subject to litigation and regulatory proceedings.

Climate change may adversely affect our business.

To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions.

Should the impact of climate change be material in nature, including significant property damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.

In addition, changes in federal, state, and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.

resulting economies of scale.

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.

mortgage loans as a source of financing.

We have elected to deliver shares of our common stock (and cash in lieu of delivering any fractional share) upon conversion of the 2019 Convertible Notes (see definition in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”).

Upon conversion of the 2022 Convertible Notes (see definition in Part II, Item 7.

Accordingly, we will report lower net income in our financial results because of the recognition of both the current period’s amortization of the fair

This could adversely affect our reported financial results, including our diluted earnings per share.

Our stockholders may experience dilution upon the conversion of the 2019 Convertible Notes.

We have elected to deliver shares of our common stock (and cash in lieu of delivering any fractional share) upon conversion of the 2019 Convertible Notes.

The current conversion price of the 2019 Convertible Notes is approximately $18.52 per share, subject to adjustment in certain circumstances.

If we deliver shares of common stock upon a conversion, our stockholders may incur dilution.

In addition, our stockholders will experience dilution in their ownership percentage of common stock upon our issuance of common stock in connection with the conversion of the 2019 Convertible Notes and any dividends paid on our common stock will also be paid on shares issued in connection with such conversion after such issuance.

Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the capital markets and our ability to raise capital.

If LIBOR is discontinued, our variable rate debt agreements and financial instruments may be calculated using another base rate.

The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021.

We are not able to predict the effect of the FCA Announcement, any changes in the methods pursuant to which LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the United Kingdom and elsewhere, which may adversely affect the trading market for LIBOR based securities, or result in the phasing out of LIBOR as a reference rate for securities.

In addition, any changes announced by the FCA, including the FCA Announcement, the ICE Benchmark Administration Limited (the independent administrator of LIBOR) or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which LIBOR rates are determined may result in a sudden or prolonged increase or decrease in reported LIBOR rates.

As a public company, we are subject to the requirements of the Sarbanes-Oxley Act of 2002, particularly Section 404, and the applicable SEC rules and regulations that require an annual report of our management on our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports in a timely manner.

not elect to be subject to certain provisions of Subtitle 8, including the provisions relating to adopting a classified board or increasing the vote required to remove a director.

In addition, we may be obligated to pay or reimburse the expenses incurred by our present

In some cases, ITRSHRA

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rent control initiatives can acquire significant political support.

This lack of title knowledge and insurance protection

Additionally, such properties may be

as those concerning lead-based paint, mold, asbestos, proximity to power lines or other issues.

We make leasing decisions based on our review of rental applications completed by the prospective resident.

While we may seek to confirm or build on information provided in such rental applications through our own due diligence, including by conducting background checks, we rely on the information supplied to us by prospective residents to make leasing decisions, and we cannot be certain that this information is accurate.

if our leases were for longer terms.

As a result, we could be

We are involved in a variety of litigation.

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

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

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

In September 2017, we and Legacy SWH each 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.” Each letter enclosed a subpoena that requests the production of certain documents and communications related to Securitizations by us and Legacy SWH (and their predecessors), respectively, including, without limitation: transaction documents and offering materials; agreements with providers of BPOs and/or due diligence services for Securitizations; identification of employees primarily responsible for handling BPOs; documents provided to rating agencies or third-party BPO providers regarding capital expenditures and/or renovation costs for properties underlying Securitizations; communications with certain transaction parties regarding BPOs in Securitizations; and documents regarding BPO orders and documents and communications with BPO providers regarding requests that a BPO be reviewed, re-done, analyzed, modified, corrected and/or adjusted.

We have provided documents and communications responsive to the subpoenas to the SEC.

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

To the extent that an investigation results in allegations or a determination that we and/or Legacy SWH failed to comply with applicable laws or regulations (including without limitation, the securities laws and their disclosure requirements), this could lead to: regulatory enforcement actions or other litigation; civil or criminal liability for us; the imposition of fines, penalties or damages on us; impairment of our ability to raise capital; and losses on, or decreases in market value of, our stock and securities issued in Securitizations sponsored by us (and our predecessors).

These occurrences could materially and adversely affect our business, reputation, financial condition, liquidity and results of operations and could also materially and adversely affect our ability to make payments, including payments at maturity, under the loans relating to our Securitizations.

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

Additionally, if the SEC determines that the BPO values used by us were flawed, losses on, or a decrease in market value of, our stock and securities issued in Securitizations sponsored by us (and our predecessors) could occur.

BPOs are inherently subjective, and variances may occur between valuations of a property for a variety of reasons, including, without limitation: BPO providers are not licensed appraisers, perform less formal evaluations of properties than full appraisals and do not perform physical inspections or evaluate the condition of the interiors or other factors not easily viewed from outside of the properties; differences in the point in time at which an agent examined properties; inherent limitations in the methodologies for estimating property values through the use of BPOs; and differences in the application of methodologies by agents (including selection of different comparable sales properties).

Inflation, changes in building codes and ordinances,

We will continue to incur significant additional costs in connection with the completion of the Mergers in addition to the other costs already incurred.

Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

As a result, the transaction and integration expenses associated with the Mergers could, particularly in the near term, exceed the savings from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Mergers.

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

financings.

However, because we have the intent and ability to settle the Convertible Senior Notes in cash, the potential shares of common stock contingently issuable up on conversion are excluded from our earnings per share.

We cannot be certain that the accounting standards in the future will continue to permit the use of the treasury stock method or that we will continue to maintain the intent and ability to settle the Convertible Senior Notes in cash.

If either of these scenarios occur, our diluted earnings per share could be adversely affected.

effects of interest rate fluctuations.

Further, a substantial portion of our indebtedness bears interest at fluctuating interest rates, primarily based on London Interbank Offered Rate (“LIBOR”).

We are unable to predict the effect of any changes, any establishment of alternative reference rates or any other reforms to LIBOR or any replacement of LIBOR that may be enacted in the United Kingdom or elsewhere.

Item [removed: 1.][added: 15.]

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, [removed: 2017] [added: 2018] includes the impact of the Mergers; however, the discussion of operational information for our total and same store portfolio, including average occupancy, average [removed: rent] [added: 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 [removed: portfolio.][added: portfolio as of and for the year ended December 31, 2017.]

With [removed: over 82,000] [added: more than 80,000] homes for lease in 17 markets across the country as of December 31, [removed: 2017,] [added: 2018,] 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.

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

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

Since our founding in 2012, we have built a proven, vertically integrated operating platform that [removed: allows] [added: enables] us to effectively and efficiently acquire, renovate, lease, [removed: maintain] [added: maintain,] and manage our homes.

We invest in markets that we expect will exhibit lower new supply, stronger job and household formation [removed: growth] [added: 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 [removed: schools] [added: schools,] and transportation corridors.

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

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

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

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

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 [removed: costs] [added: costs,] and other anticipated synergies.

The following table provides summary information regarding our total [removed: portfolio] [added: and Same Store portfolios] as of and for the [removed: periods] [added: year] ended December 31, [removed: 2017] [added: 2018] as noted below:

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

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

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

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

| [removed: Texas | | |] [added: Texas:] | | | | | | | | | | | |

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

| (2) | Represents average occupancy [removed: of the Legacy IH portfolio] for the year ended December 31, [removed: 2017.] [added: 2018.] |

| (3) | Represents average monthly [removed: rent, net of rental concessions, of the Legacy IH portfolio] [added: rent] for the year ended December 31, [removed: 2017.] [added: 2018.] |

| (4) | Represents the percentage of [removed: total revenue of the Legacy IH portfolio] [added: rental revenues and other property income] generated in each market for the year ended December 31, [removed: 2017.] [added: 2018.] |

Key factors that impact our results of operations and financial condition include market fundamentals, [removed: property acquisitions and renovations,] rental rates and occupancy levels, turnover rates and days to re-resident homes, property improvements and maintenance, [added: property acquisitions] and [added: renovations, 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: 72.0%] [added: 69.5%] of our revenues during the year ended December 31, [removed: 2017.][added: 2018.]

In recent periods, our Western United States and Florida markets have experienced favorable demand fundamentals with employment [removed: growth and] [added: growth, strong] household formation [removed: rates] [added: rates,] and favorable supply fundamentals such as the rate of new supply delivery.

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

Our operating results [removed: also] are [added: also] impacted by the amount of time it takes to market and lease a property.

The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques, the size of our available inventory, [removed: and] economic [removed: conditions] [added: conditions,] and [added: economic] outlook.

Increases in turnover rates and the average number of days to re-resident [removed: increase property operating and maintenance expenses and] reduce rental revenues as the homes are not generating income during this period.

Property Acquisitions and Renovations: Future growth in rental revenues and [removed: operating] income may be impacted by our ability to identify and acquire homes, our pace of property acquisitions, and the time and cost required to renovate and lease a newly acquired home.

The acquisition of homes involves expenditures in addition to payment of the purchase price, including payments for acquisition fees, property inspections, closing costs, title insurance, transfer taxes, recording fees, broker commissions, property [removed: taxes] [added: taxes,] and HOA fees (when applicable).

[removed: Renovation] [added: The scope of renovation] work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental.

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

We have historically utilized indebtedness to [removed: acquire] [added: fund the acquisition] and [removed: renovate] [added: renovation of] new homes.

See [removed: Item] 7A.

“Quantitative and Qualitative [removed: Disclosures about Market]

[added: Disclosures about Market] Risk” for further discussion regarding interest rate risk.

The [removed: new credit agreement provides for senior secured credit facilities (together, collectively, the “New] Credit [removed: Facility”) consisting] [added: Facility provides $2,500.0 million] of [removed: (i) a] [added: borrowing capacity and consists of the] $1,000.0 million [removed: revolving facility (the “Revolving Facility”),] [added: Revolving Facility,] which will mature on February 6, 2021, with a [removed: one-year] [added: one\-year] extension [removed: option subject to certain conditions,] [added: option,] and [removed: (ii)] a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on February 6, 2022.

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| Southern California | | 8,293 | | 95.5% | | $2,277 | | $1.35 | | 13.2 | % |

| Northern California | | 4,529 | | 96.0% | | 1,954 | | 1.27 | | 6.5 | % |

| Seattle | | 3,402 | | 94.1% | | 2,082 | | 1.09 | | 5.1 | % |

| Phoenix | | 7,546 | | 95.8% | | 1,271 | | 0.78 | | 6.9 | % |

| Las Vegas | | 2,686 | | 96.0% | | 1,521 | | 0.76 | | 3.0 | % |

| Denver | | 2,229 | | 93.2% | | 1,893 | | 1.06 | | 3.0 | % |

| Western United States Subtotal | | 28,685 | | 95.4% | | 1,838 | | 1.08 | | 37.7 | % |

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| South Florida | | 8,984 | | 94.1% | | 2,116 | | 1.15 | | 13.4 | % |

| Tampa | | 8,359 | | 94.4% | | 1,605 | | 0.87 | | 9.7 | % |

| Orlando | | 5,919 | | 95.4% | | 1,568 | | 0.85 | | 6.5 | % |

| Jacksonville | | 1,910 | | 95.0% | | 1,617 | | 0.81 | | 2.2 | % |

| Florida Subtotal | | 25,172 | | 94.6% | | 1,780 | | 0.96 | | 31.8 | % |

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| Atlanta | | 12,250 | | 94.9% | | 1,445 | | 0.70 | | 12.5 | % |

| Carolinas | | 4,725 | | 93.7% | | 1,526 | | 0.72 | | 5.2 | % |

| Nashville | | 798 | | 91.5% | | 1,825 | | 0.85 | | 1.0 | % |

| Southeast United States Subtotal | | 17,773 | | 94.4% | | 1,483 | | 0.71 | | 18.7 | % |

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| Houston | | 2,390 | | 91.9% | | 1,537 | | 0.79 | | 2.6 | % |

| Dallas | | 2,187 | | 93.4% | | 1,722 | | 0.82 | | 2.7 | % |

| Texas Subtotal | | 4,577 | | 92.6% | | 1,625 | | 0.80 | | 5.3 | % |

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| Chicago | | 3,437 | | 92.3% | | 1,947 | | 1.19 | | 5.0 | % |

| Minneapolis | | 1,163 | | 96.0% | | 1,824 | | 0.92 | | 1.5 | % |

| Midwest United States Subtotal | | 4,600 | | 93.2% | | 1,918 | | 1.12 | | 6.5 | % |

| Total/Average | | 80,807 | | 94.6% | | $1,735 | | $0.94 | | 100.0 | % |

| Same Store Total / Average | | 68,880 | | 95.9% | | $1,741 | | $0.93 | | 85.2 | % |

| (1) | As of December 31, 2018. |

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

| ($ in thousands) | | 2018 | | | | 2017 | | | | $ Change | | | | % Change | |

| Rental revenues and other property income | | $ | 1,722,962 | | | $ | 1,054,456 | | | $ | 668,506 | | | 63.4 | % |

| Property operating and maintenance | | 655,411 | | | | 391,495 | | | | 263,916 | | | | 67.4 | % |

| Interest expense | | 383,595 | | | | 256,970 | | | | 126,625 | | | | 49.3 | % |

| Depreciation and amortization | | 560,541 | | | | 309,578 | | | | 250,963 | | | | 81.1 | % |

| Total expenses | | 1,784,615 | | | | 1,193,219 | | | | 591,396 | | | | 49.6 | % |

| Other, net | | 6,958 | | | | (959 | | ) | | (7,917 | | ) | | N/M | |

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.

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| | | | | | | 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% |

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

| 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. |

Recent Events

Initial Public Offering

On February 6, 2017, we completed our IPO in which we sold 88,550,000 shares of common stock at an initial public offering price of $20.00 per share.

The common stock is listed on the NYSE under the symbol "INVH" and began trading publicly on February 1, 2017.

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

As of December 31, [removed: 2017,] [added: 2018,] our outstanding variable-rate debt was comprised of borrowings on our mortgage loans of [removed: $6,611.8 million, Revolving Facility of $35.0 million,] [added: $6,267.7 million] and Term Loan Facility of $1,500.0 [removed: million] [added: million, for a combined total] of [removed: which 75.1% was effectively converted to fixed rate through interest rate swap agreements.][added: $7,767.7 million.]

Assuming no change in the outstanding balance of our existing debt, the projected effect of a 100 [removed: basis point] [added: bps] increase or decrease in LIBOR on our annual interest expense would be an estimated increase or decrease of [removed: $20.3 million.][added: $14.3 million or $16.3 million, respectively.]

we may borrow under the Credit Facility.

We effectively converted 78.8% of these borrowings to a fixed rate through interest rate swap agreements.

With [removed: over 82,000] [added: more than 80,000] homes for lease in 17 markets across the country as of December 31, [removed: 2017,] [added: 2018,] 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.

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

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

Since our founding in 2012, we have built a proven, vertically integrated operating platform that allows us to effectively and efficiently acquire, renovate, lease, [removed: maintain] [added: maintain,] and manage our homes.

We invest in markets that we expect will exhibit lower new supply, stronger job and household formation [removed: growth] [added: growth,] and superior [removed: NOI] [added: net operating income (“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 [removed: schools] [added: schools,] and transportation corridors.

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

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

| • | Resident-centric focus. Our high-touch business model enables us to continuously solicit and integrate resident feedback into our operations and tailor our approach to address their preferences, providing a superior living experience and fostering customer loyalty. We believe this, in turn, drives rent growth, [removed: occupancy] [added: occupancy,] and low turnover rates and will enable us to develop significant brand equity in the longer term. |

| • | Local presence and expertise. We employ a differentiated “Community Model” whereby in-market managers oversee the operations of local leasing management, property [removed: management] [added: management,] and maintenance teams, enabling us to provide outstanding resident service, leverage local expertise in managing rental, [removed: occupancy] [added: occupancy,] 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. |

| • | Scalable, centralized infrastructure. We support local market operations with national strategy, [removed: infrastructure] [added: infrastructure,] and standards to drive efficiency, [removed: consistency] [added: consistency,] and cost savings. We utilize our extensive scale to ensure the consistent quality of our resident experience and maximize cost efficiencies and purchasing power. On a national level we are also able to standardize resident leases, employ a consistent approach to resident screening and leasing operations, and utilize dynamic, rules-based pricing tools informed by local market conditions. |

Our investment and asset management teams are located in-market and apply their local market knowledge within [added: the framework of a proprietary and consistent underwriting methodology, with support from national leadership based in our corporate headquarters focused on investment and asset management strategy.]

[removed: Through the integration of investment and] asset management and property management functions, our platform enables our teams to incorporate real-time information regarding leasing activity, property operations, [removed: maintenance] [added: 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: 82,570] [added: 80,807] homes as of December 31, [removed: 2017.][added: 2018.]

Since our founding in 2012, we have built a proven, vertically integrated operating platform that [removed: allows] [added: enables] us to effectively and efficiently acquire, renovate, lease, [removed: maintain] [added: maintain,] and manage our homes.

Our differentiated approach, which combines a resident-centric focus, local market presence and expertise, and national strategy, [removed: infrastructure] [added: infrastructure,] and standards, informs all areas of our operations.

[added: We have developed and employ a highly scalable, vertically integrated, and resident-centric property management service platform, referred to as “ProCare Service.”] All of our property management functions have been internally managed since our founding in 2012, and we have developed an extensive property management infrastructure, including [removed: systems,] [added: an online resident portal, Smart Home technology, a technology suite to manage work orders and personnel,] dedicated in-market [removed: personnel] [added: personnel,] and local offices in each of our markets.

The combination of our local market presence and national infrastructure enables us to exercise greater control over our property management [added: service] platform, allowing us to enhance the experience of our residents, better manage operating [removed: costs] [added: costs,] and share best practices across various functional areas of our business.

We have organized our in-house property management personnel and operating structure according to a “Community Model” whereby Vice Presidents of Operations in each of our markets are responsible for the operations of local leasing management, property [removed: management] [added: management,] and maintenance teams.

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 rental, [removed: occupancy] [added: occupancy,] and turnover rates and improve our cost management and oversight over both upfront renovations and ongoing maintenance.

Our in-house personnel are responsible for establishing rental rates, marketing and leasing [removed: properties] [added: properties,] and collecting and processing rent.

We establish rental rates based on a dynamic, rules-based pricing tool that is informed by local market conditions, including a competitive analysis of market rents for institutional single-family rental properties, growth in single-family and multifamily market rents since a specific home’s last lease commenced, the size, fit and finish, and location of the home, the number of applications received and/or showings a property has experienced since becoming [removed: available] [added: available,] and the number of days a home has been available on the market, as well as qualitative factors, such as neighborhood characteristics, community [removed: amenities] [added: amenities,] and proximity to employment centers, desirable schools, transportation [removed: corridors] [added: corridors,] and local services.

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

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

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

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

[removed: Although we] require a minimum income to rent ratio, many additional factors are also taken into consideration during the resident evaluation process, including eviction history, criminal [removed: history] [added: history,] and rental and other payment history.

We believe this [removed: will increase] [added: increases] our likelihood of capturing and retaining qualified residents whose lifestyle and purchasing power enhance our opportunity to develop and market other programs and services.

We encourage meaningful community interaction across our digital platforms by continuously refreshing the content of our website, [removed: blog] [added: blog,] and social media accounts with articles, home maintenance advice, [removed: contests] [added: contests,] and incentives designed to enrich the lives of our residents and protect our homes.

In coordination with a third party vendor, we offer a 24/7 emergency [added: telephone] 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 [removed: centers] [added: centers,] or our local property management offices.

As part of our ongoing property management process, we seek to conduct routine repairs and maintenance in a timely [removed: manner] [added: manner,] as [removed: appropriate] [added: appropriate,] by appointment at the resident’s convenience.

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, [removed: HVAC, plumbing] [added: heating, ventilation,] and [added: air conditioning (“HVAC”) systems, plumbing, and] electrical work to vetted, pre-approved third party vendor partners.

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

[removed: We have developed] [added: ProCare Service, our property management service platform, utilizes] a number of policies and programs designed to improve the efficiency of our property maintenance practices and maximize resident satisfaction with our service model.

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 [removed: operation] [added: operation,] and inform the resident that we will be conducting a post move-in maintenance visit.

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

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

Second, by scheduling a 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 [added: multiple service appointments and improving the efficiency and productivity of our in-house property maintenance personnel.]

During 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 [removed: cause] [added: result in] us [removed: to incur] [added: incurring] significant maintenance costs if left [removed: unaddressed.]

Examples of areas of focus for preventive maintenance visits include smoke and [removed: radon] [added: carbon monoxide] detectors, air filters, hot water heaters, toilet valves, under-sink [removed: plumbing] [added: plumbing,] and garbage disposals, among others.

Through the integration of investment and

Although we

We strive to maximize the number of maintenance calls that are addressed by our in-house maintenance technicians.

unaddressed.

Our in-house team of acquisition professionals coordinates with our in-house renovation, maintenance, and property management teams to ensure that feedback from historical

Corporate social responsibility is vitally important to who we are as a company.

Our Corporate Social Responsibility Policy is posted on our corporate website and applies to all activities undertaken by or on behalf of Invitation Homes anywhere we operate.

This policy encompasses areas of community and associate engagement, human rights, corporate governance and ethics, and environmental initiatives, that reflect existing and emerging standards of corporate social responsibility.

Our mission statement “Together with you, we make a house a home” reflects a commitment to our resident-centric business philosophy.

The way we carry out that mission on a daily basis is reflected in our company’s core values: Unshakable Integrity, Genuine Care, Continuous Excellence, and Standout Citizenship.

Our vision is to be the premier choice in home leasing by continuously enhancing our residents’ living experiences and communities.

As of December 31, 2018, we and our predecessors have invested approximately $2.2 billion in the upfront renovation of homes in our portfolio.

We have invested approximately $35,000 per home in the upfront renovation of homes for which the renovation was completed during the year ended December 31, 2018.

Invitation Homes puts residents first with our best-in-class ProCare Service property management service platform.

From welcoming residents with an in-person home orientation at move-in, to making residents’ lives easier with our Smart Home technology offering, to providing mid-lease customer care visits and 24/7 maintenance service, we strive to provide our residents with a worry-free leasing lifestyle.

We also take pride in giving back to our communities, such as through our “There’s No Place Like Home” scholarship contest.

In addition, Invitation Homes associates receive 20 hours of paid time off to volunteer in their communities each year.

They have used this time to build homes and shelters, contribute and package food and school supplies, and provide other needed support in their communities.

Our associates are our most precious resource.

From our focus on health and safety to our support for a diverse and inclusive culture, we treat each other fairly and act with honesty, integrity, and respect.

Further, each outstanding restricted share unit of SWH (an “SWH RSU”) that vested as a result of the Mergers was

the framework of a proprietary and consistent underwriting methodology.

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.

We have developed and employ a highly scalable, vertically integrated, resident-centric property management platform.

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 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.

We

You may also read and copy any filed document at the SEC's public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549.

Please call the SEC at 1-800-SEC-0330 for further information about public reference rooms.

We maintain an internet site at http://www.InvitationHomes.com.

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.

On February 13, 2019, we received a letter from the staff of the SEC stating that it has concluded the previously disclosed investigation captioned “In the Matter of Certain Single Family Rental Securitizations” with respect to the Company and that the SEC does not intend to recommend an enforcement action against the Company.

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

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.

| | For the fiscal year ended December 31, [removed: 2017] [added: 2018] | | | |

[added: | |] Securities registered pursuant to Section 12(g) of the Act: None [added: | | | |]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit [removed: and post] such files).

| Large accelerated filer | [removed: o] [added: x] | | | Accelerated filer | o |

| Non-accelerated filer | [removed: x] [added: o] | [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | o |

| | | | | Emerging growth company | [removed: x] [added: o] |

[added: |] 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. [added: o | | | | | |]

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

As of June [removed: 30, 2017,] [added: 29, 2018,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $1.9] [added: $6.9] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its [removed: 2018] [added: 2019] annual meeting of stockholders (the [removed: “2018] [added: “2019] 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.

| Item | 1. | Business | [removed: [7](#s1EEB137CFF165EEFB385A4B19CBC0F69)] [added: [6](#s89dca24bba344927877cb3b2b317a699)] |

| Item | 1A. | Risk Factors | [removed: [16](#sC7D1A67D59E7562F96791E6FA99F99ED)] [added: [14](#s7E0BF1278B1D52E4B0482DD2F8341903)] |

| Item | 1B. | Unresolved Staff Comments | [removed: [46](#s0927D010EB8E53BD809702B2F0145158)] [added: [45](#sef2615fc4f834497b3c2e9640415929e)] |

| Item | 2. | Properties | [removed: [47](#s18E498E9D14F524CB2401BC78566E4B7)] [added: [45](#s41538d1e9db44256ace401087a959bab)] |

| Item | 3. | Legal Proceedings | [removed: [48](#s001BA8F357E3543198A6CE3EEEE667A5)] [added: [45](#s8B8D45BF8ED450A08DAD082C215D8652)] |

| Item | 4. | Mine Safety Disclosures | [removed: [48](#s4E4B5F22B1B559CEB626F73FE18D742D)] [added: [45](#s8C16FC5D0D3658649445C939523BEBF1)] |

| Item | 5. | Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity Securities | [removed: [49](#s13B65DCA72A95E6DACA4160F8BBDB691)] [added: [46](#s8f4a8e5805164a74896a01029dcd900e)] |

| Item | 6. | Selected Financial Data | [removed: [52](#s9539334F104152579D453F32D1C0EDEF)] [added: [47](#s1f44f46a14874a10b125d86cc7496ef6)] |

| Item | 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | [removed: [54](#s79C9AA0AEACB57CCAB1F3D894C6DAB17)] [added: [49](#sB0B68995B3605F92B12E97D85FA02CBB)] |

| Item | 7A. | Quantitative and Qualitative Disclosures About Market Risk | [removed: [83](#s6C4AFFCE2EF0543F934112AB03DE0625)] [added: [77](#sB392701A282759C8BAE93FF1E5A0954B)] |

| Item | 8. | Financial Statements and Supplementary Data | [removed: [83](#s161D46C018C55682A85863E0BC07C900)] [added: [78](#sb169c26e1b094ba6b41d35f48a209bf9)] |

| Item | 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [83](#s8CCDE9142B4A531484D40E8261E8B663)] [added: [78](#s72da0903d0e54ca693729ef2507ce7e4)] |

| Item | 9A. | Controls and Procedures | [removed: [84](#sC513C71461FA54E2A869604D27C719E2)] [added: [78](#s852C024CDB0C5BA5AC3C5E20E222DB2F)] |

| Item | 9B. | Other Information | [removed: [85](#sC7D1E513B42C5604A2B5F009D801DEA8)] [added: [81](#sF7FE4B571F605D839F8D34C767C15F25)] |

| Item | 10. | Directors, Executive [removed: Officers] [added: Officers,] and Corporate Governance | [removed: [86](#s9A24870D6DFE5EAC9BA3407BA52BE28F)] [added: [82](#s2aae7a7053374a0e8641b82d2a95e93f)] |

| Item | 11. | Executive Compensation | [removed: [86](#s2290CDFAC524549FB980004421F7ED64)] [added: [82](#s5a36f8fd34494ca2947966b0dbd8a5ed)] |

| Item | 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [86](#s6199FC60998F52A2A000F9C189810AE7)] [added: [82](#se188a33563d74e7e9368212a94b43128)] |

| Item | 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [86](#sB84CEB933DE75988AB5007740EEF39EF)] [added: [82](#s49e073f1132a4bb4b114d05681126b22)] |

| Item | 14. | Principal Accountant Fees and Services | [removed: [86](#sA4397047F158592281D8FE6EA303B145)] [added: [82](#s570c068c14d842909be6f55862354953)] |

| Item | 15. | Exhibits and Financial Statement Schedules | [removed: [87](#sF1F0DB266B9E58999DF574816B0ADDA5)] [added: [83](#sd1f8fa7ed49d4c84b19a9203f88900c1)] |

| Item | 16. | Form 10-K Summary | [removed: [93](#s96CCEF2DBF36500BB7C66D173A2F4A73)] [added: [91](#s5b931799ea064db0b0eb982c0d649eee)] |

“Risk [removed: Factors,"] [added: Factors,”] as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at [removed: http://www.sec.gov.][added: www.sec.gov.]

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 [removed: L.P.] [added: 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,” [removed: “IH5”] [added: “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 [removed: L.P.] [added: L.P.,] and Invitation Homes 6 L.P., respectively, in each case including any [removed: wholly-owned] [added: wholly owned] subsidiaries, if applicable.

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

Investment funds and vehicles associated with or designated by The Blackstone Group L.P. are referred to herein as “Blackstone” or [removed: “our Sponsor.”] [added: our “Sponsor.”] We refer to Blackstone, together with our management and other equity holders prior to the completion of our initial public offering, collectively as our “Pre-IPO Owners.”

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 [removed: wholly-owned] [added: 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”).

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

| • | “average monthly rent” represents [removed: the] average [removed: of the contracted] monthly [removed: rent] [added: rental income per home] for occupied properties in an identified population of homes [removed: for] [added: over] the [removed: relevant] [added: measurement] period and reflects [added: the impact of non-service] rent concessions and contractual rent increases amortized over the life of the related lease; |

| • | “average occupancy” for an identified population of homes represents (i) the [added: total] number of days that the homes [removed: available for lease] in such population were [removed: occupied,] [added: occupied during the measurement period,] divided by (ii) the total number of [removed: available] days [removed: in the measurement period for] [added: that] the homes in [removed: that population;] [added: such population were owned during the measurement period;] |

| • | “days to re-resident” for an individual home represents the number of days [removed: a home is unoccupied] between [removed: 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 the next resident’s contractual lease start date and the next resident’s move-in date; |

10-K 1 a123118ihinc10kdocument.htm 10-K

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As of February 25, 2019, there were 521,190,091 shares of common stock, par value $0.01 per share, outstanding.

| • | “Carolinas” includes Charlotte, NC, Greensboro, NC, Raleigh, NC, and Fort Mill, SC; |

| • | “Same Store” or “Same Store portfolio” includes, for a given reporting period, homes that have been stabilized for at least 15 months prior to January 1st of the year in which the Same Store portfolio was established, excluding homes that have been sold, homes that have been identified for sale to an owner occupant and have become vacant, and homes that have been deemed inoperable or significantly impaired by casualty loss events or force majeure. Homes are considered stabilized if they have (i) completed an initial renovation and (ii) entered into at least one post-initial renovation lease. An acquired portfolio that is both leased and deemed to be of sufficiently similar quality and characteristics as the existing Invitation Homes Same Store portfolio may be considered stabilized at the time of acquisition. Additionally, homes acquired via the Mergers have been deemed to qualify for the Same Store portfolio beginning in 2018 if they were stabilized, according to the Invitation Homes criteria for stabilization, within the Legacy SWH portfolio prior to the Mergers. 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. In order to provide meaningful comparative information across periods that, in some cases, pre-date the Mergers, all information regarding the performance of the Same Store portfolio for periods prior to December 31, 2017 is presented as though the Mergers were consummated on January 1, 2017; |

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10-K 1 a12312017ihallfs10k.htm 10-K

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Yes o No x

The number of shares of common stock outstanding on March 22, 2018 was 520,364,636.

| • | “Same Store” or “Same Store portfolio” includes, for a given reporting period, homes that have been stabilized (defined as homes that have (i) completed an upfront renovation and (ii) entered into at least one post-renovation Invitation Homes lease) for at least 90 days prior to the first day of the prior-year measurement period and excludes homes that have been sold and homes that have been designated for sale but have not yet entered into a written sale agreement during such reporting period. Same Store portfolios are established as of January 1st of each calendar year. Therefore, any home included in the Same Store portfolio will have satisfied the conditions described in clauses (i) 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; |

The information required by this Item is included in a separate section in this Annual Report on Form 10-K.

See Part II.

Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Portfolio,” which is incorporated herein by reference.

The following table provides summary information regarding our total portfolio as of and for the periods ended December 31, 2017 as noted below:

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

| Market | | Total Portfolio Number of Homes(1) | | Legacy SWH Number of Homes(1) | | Number of Homes(1) | | Average Occupancy(2) | | Average Monthly Rent(3) | | Average Monthly Rent PSF(3) | | % of Revenue(4) |

| Western United States | | | | | | | | | | | | | | |

| 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% |

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| Florida | | | | | | | | | | | | | | |

| 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% |

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| Southeastern United States | | | | | | | | | | | | | | |

| 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% |

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| 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 |

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| Midwest United States | | | | | | | | | | | | | | |

| 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% |

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Our common stock began trading on the NYSE on February 1, 2017 under the symbol “INVH.” [removed: 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:]

| [added: | | 2018 | | | | | | |] 2017 | | | | | [added: |]

As of [removed: March 22, 2018,] [added: February 25, 2019,] there were [removed: 48] [added: 36] holders of record of our shares of [removed: 520,364,636] [added: 521,190,091] common stock outstanding.

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

| (1) | Amounts are displayed in actual dollars [removed: and are paid on a] per [removed: share basis.] [added: share.] |

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 [removed: Index] [added: Index,] and (3) the MSCI US REIT (RMS) Total Return Index.

[removed: ][added: ]

| | | Cumulative Total [removed: Return As Of] [added: Returns as of] | | | | | | | | | | | | | | | | | | |

| | | February 1, 2017 | | | | [removed: March 31,] [added: June 30,] 2017 | | | | [removed: June 30,] [added: December 31,] 2017 | | | | [removed: September] [added: June] 30, [removed: 2017] [added: 2018] | | | | December 31, [removed: 2017] [added: 2018] | | |

| Invitation Homes Inc. | | $ | 100.00 | | | $ | [removed: 109.15] [added: 108.45] | | | $ | [removed: 108.45] [added: 119.02] | | | $ | [removed: 113.97] [added: 117.61] | | | $ | [removed: 119.02] [added: 103.43] | |

| S&P 500 Index | | 100.00 | | | | [removed: 104.04] [added: 107.25] | | | | [removed: 107.25] [added: 119.50] | | | | [removed: 112.06] [added: 122.67] | | | | [removed: 119.50] [added: 114.26] | | |

| MSCI US REIT Index | | 100.00 | | | | [removed: 102.30] [added: 103.99] | | | | [removed: 103.99] [added: 106.43] | | | | [removed: 104.95] [added: 107.70] | | | | [removed: 106.43] [added: 101.56] | | |

We made no repurchases of our common stock during the three months ended December 31, [removed: 2017.][added: 2018.]

For income tax purposes, dividends paid to holders of common stock primarily consist of ordinary income, capital gains, qualified dividends, unrecaptured Section 1250 gains, and return of capital, or a combination thereof.

For the years ended December 31, 2018 and 2017, dividends per share held for the entire year were estimated to be taxable as follows:

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| | | Amount(1) | | | | Percentage | | | Amount(1) | | | | Percentage | |

| Ordinary income | | $ | 0.32 | | | 74.0 | % | | $ | 0.04 | | | 17.9 | % |

| Capital gains | | 0.08 | | | | 17.4 | % | | 0.05 | | | | 22.3 | % |

| Qualified dividends | | 0.01 | | | | 2.0 | % | | 0.02 | | | | 8.3 | % |

| Unrecaptured Section 1250 gain | | 0.03 | | | | 6.6 | % | | 0.02 | | | | 9.6 | % |

| Return of capital | | — | | | | — | % | | 0.09 | | | | 41.9 | % |

| Total | | $ | 0.44 | | | 100.0 | % | | $ | 0.22 | | | 100.0 | % |

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| | | High | | Low |

| 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 |

Although we 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.

If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions.

Our board of directors reviews the alternative funding sources available to us from time to time.

Our actual results of operations will be affected by a number of factors, including the revenues we receive from our properties, our operating expenses, interest expense and unanticipated expenditures, among others.

For more information regarding risk factors that could materially adversely affect our actual results of operations, please see Part I.

Item IA.

“Risk Factors.”

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

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| | | 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 | | |

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

Recent Sale of Unregistered Securities

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

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

Such securities were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act, as transactions by issuers not involving a public offering.

No general solicitation or underwriters was involved in such issuances.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2017, regarding shares of our common stock that may be issued under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and the Colony Starwood Homes Equity Plan and the Starwood Waypoint Residential Trust Non-Executive Trustee Share Plan (the “SWH Equity Plans”):

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| | | As of December 31, 2017 | | | | |

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 [removed: four] [added: five] year period ended December 31, [removed: 2017] [added: 2018] are derived from our audited consolidated financial statements.

Our consolidated balance sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] and consolidated statements of operations for each of the years in the three year period ended December 31, [removed: 2017] [added: 2018] are included in Part IV.

“Exhibits and Financial Statement [removed: Schedules" of this Annual Report on Form 10-K.][added: Schedules.”]

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

| Selected Statement of Operations Data: | | [added: 2018 | | | |] 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| [removed: Total] [added: Rental] revenues [added: and other property income] | | $ | [added: 1,722,962 | | | $ |] 1,054,456 | | | $ | 922,587 | | | $ | 836,049 | | | $ | 658,722 | |

| Gain [added: (loss)] on sale of property, net of tax | | [added: 49,682 | | | |] 33,896 | | | | 18,590 | | | | 2,272 | | | | (235 | | ) |

| Net loss attributable to non-controlling interests | | [added: 86 | | | |] 489 | | | | — | | | | — | | | | — | | |

| Net loss attributable to common [removed: shareholders] [added: stockholders] | | $ | [added: (4,927 | ) | | $ |] (105,337 | ) | | $ | (78,239 | ) | | $ | (160,208 | ) | | $ | (269,861 | ) |

| | | [added: For the Year Ended December 31, 2018 | | | |] February 1, 2017 through December 31, 2017(1) | | | | | | | | | | | | | | |

| Net loss available to common [removed: shareholders] [added: stockholders] — basic and diluted | | $ | [added: (5,744 | ) | | $ |] (89,073 | ) | | | | | | | | | | | | |

| Weighted average common shares outstanding — basic and diluted | | [added: 520,376,929 | | | |] 339,423,442 | | | | | | | | | | | | | | |

| Net loss per common share — basic and diluted | | $ | [added: (0.01 | ) | | $ |] (0.26 | ) | | | | | | | | | | | | |

| Dividends declared per common share | | $ | [added: 0.44 | | | $ |] 0.22 | | | | | | | | | | | | | |

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

| Summary Balance Sheet Data: | | [added: 2018 | | | |] 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| Investments in single-family residential properties, net | | $ | [added: 16,686,060 | | | $ |] 17,312,264 | | | $ | 9,002,515 | | | $ | 9,052,701 | | | $ | 8,488,553 | |

| Cash and cash equivalents | | [added: 144,940 | | | |] 179,878 | | | | 198,119 | | | | 274,818 | | | | 285,596 | | |

| Other assets, net | | [added: 1,232,428 | | | |] 1,191,496 | | | | 531,717 | | | | 469,459 | | | | 425,504 | | |

| Total assets | | $ | [added: 18,063,428 | | | $ |] 18,683,638 | | | $ | 9,732,351 | | | $ | 9,796,978 | | | $ | 9,199,653 | |

| Total debt | | $ | [added: 9,249,815 | | | $ |] 9,651,662 | | | $ | 7,570,279 | | | $ | 7,725,957 | | | $ | 6,564,643 | |

| Other liabilities | | [added: 444,427 | | | |] 382,101 | | | | 204,649 | | | | 183,990 | | | | 178,409 | | |

| Total liabilities | | [added: 9,694,242 | | | |] 10,033,763 | | | | 7,774,928 | | | | 7,909,947 | | | | 6,743,052 | | |

| Total equity | | [added: 8,369,186 | | | |] 8,649,875 | | | | 1,957,423 | | | | 1,887,031 | | | | 2,456,601 | | |

| Total liabilities and equity | | $ | [added: 18,063,428 | | | $ |] 18,683,638 | | | $ | 9,732,351 | | | $ | 9,796,978 | | | $ | 9,199,653 | |

On November 16, 2017, we added 34,670 homes to our portfolio and issued 207,448,958 shares of common stock in connection with the Mergers.

As a result, the Mergers have contributed to growth in results of operations and increases in total assets and total liabilities and equity.

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| Total expenses | | 1,784,615 | | | | 1,193,219 | | | | 1,017,858 | | | | 995,408 | | | | 926,357 | | |

| Other, net | | 6,958 | | | | (959 | | ) | | (1,558 | | ) | | (3,121 | | ) | | (1,991 | | ) |

| Net loss | | (5,013 | | ) | | (105,826 | | ) | | (78,239 | | ) | | (160,208 | | ) | | (269,861 | | ) |

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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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| Total operating expenses | | 936,249 | | | | 731,810 | | | | 721,672 | | | | 690,545 | | |

| Operating income | | 118,207 | | | | 190,777 | | | | 114,377 | | | | (31,823 | | ) |

| Total other expenses | | (257,929 | | ) | | (287,606 | | ) | | (276,857 | | ) | | (237,803 | | ) |

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

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[removed: Any controls and] procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2017.][added: 2018.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2017,] [added: 2018,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

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, [removed: 2017.][added: 2018.]

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, [removed: 2017] [added: 2018] to accomplish their objectives at the reasonable assurance level.

[removed: Attestation of Independent Registered Public Accounting Firm][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

Any controls and

Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2018.

The report is included herein.

To the stockholders and the Board of Directors of Invitation Homes Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2018 of the Company and our report dated February 27, 2019 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

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

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

/s/ Deloitte & Touche LLP

Dallas, Texas

February 27, 2019

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.

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.

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 companies that qualify as an "emerging growth company" under the JOBS Act.

The information required by this Item is incorporated by reference [removed: to] [added: from] the Company’s [removed: 2018] [added: 2019] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2017.][added: 2018.]

The information required by this Item is incorporated by reference [removed: to] [added: from] the Company’s [removed: 2018] [added: 2019] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2017.][added: 2018.]

The [removed: remaining] information required by this Item is incorporated [removed: by] [added: from] reference to the Company’s [removed: 2018] [added: 2019] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2017.][added: 2018.]

Certain information required by this Item 12 is set forth under the heading “Securities Authorized for Issuance Under Equity Compensation 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 information required by this Item is incorporated by reference [removed: to] [added: from] the Company’s [removed: 2018] [added: 2019] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2017.][added: 2018.]

The information required by this Item is incorporated by reference [removed: to] [added: from] the Company’s [removed: 2018] [added: 2019] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2017.][added: 2018.]

The following documents are filed as part of this [removed: report.][added: report:]

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

| Invitation Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] and for the three years in the period ended December 31, [removed: 2017] [added: 2018] | |

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | [removed: [F-1](#s0D88E411629750D2ABB63784CA2CD83A)] [added: [F-1](#s271f264d1af14dffb6dddb3132f5cde5)] |

| Consolidated Balance Sheets | [removed: [F-2](#s2F5583F3E3FE5DC9ACD890825A7D8101)] [added: [F-2](#s90727877CE575CF582C02D1F175F979F)] |

| Consolidated Statements of Operations | [removed: [F-3](#s9CCA96DC6B685C29A4DCFF9721807AB6)] [added: [F-3](#s6CF213697C3350B9A1BFC8FE3388F159)] |

| Consolidated Statements of Other Comprehensive Loss | [removed: [F-4](#s46c35e11b77945178f4d42763c291c86)] [added: [F-4](#sE91202D6C522545882EA2654A6D4F254)] |

| Consolidated Statements of Equity | [removed: [F-5](#sE448EC451EA7535B8B1E95943595F9B4)] [added: [F-5](#s50F768C95083599686443BDF15C88FF4)] |

| Consolidated Statements of Cash Flows | [removed: [F-6](#s330A86D60B1C5256955677B83A7DA1BA)] [added: [F-6](#s4D0308DDEAA85C81BC33BD396C732BAA)] |

| Notes to Consolidated Financial Statements | [removed: [F-8](#sB18DB4945EAB5FC89A5A5D91C4D2C8A9)] [added: [F-8](#sF05264D831A35AD9A0D119E00A52D1A0)] |

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

| Invitation Homes [added: Inc.] as of December 31, [removed: 2017] [added: 2018] and for the three years in the period ended December 31, [removed: 2017] [added: 2018] | |

| Schedule III Real Estate and Accumulated Depreciation | [removed: [F-46](#s99E51A3B88155575BD9D45E5665366E7)] [added: [F-46](#sf7c26e02fe6e4ee0af97de40efc64da8)] |

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

| [removed: 4.2] [added: 4.3] | | [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) |

| [removed: 4.3] [added: 4.2] | | [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) |

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

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

| [removed: 10.7] [added: 10.8] | | [Registration Rights Agreement, dated as of January 31, 2017, by and among the Company and the equity holders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on February 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex101.htm) |

| [removed: 10.8] [added: 10.9] | | [Revolving Credit and Term Loan Agreement, dated as of February 6, 2017, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex103.htm) |

| [removed: 10.9] [added: 10.10] | | [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 Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex106.htm) |

| [removed: 10.10] [added: 10.11] | | [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 Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex107.htm) |

| [removed: 10.11] [added: 10.12] | | [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 Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex108.htm) |

| [removed: 10.12] [added: 10.13] | | [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 Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex109.htm) |

| [removed: 10.13] [added: 10.14] | | [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 Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1010.htm) |

| [removed: 10.14] [added: 10.16] | | [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) |

| [removed: 10.15] [added: 10.17] | | [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) |

| [removed: 10.16] [added: 10.21] | | [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) |

| [removed: 10.17] [added: 10.22] | | [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) |

| [removed: 10.18] [added: 10.23] | | [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) |

| [removed: 10.19] [added: 10.24] | | [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) |

| [removed: 10.20] [added: 10.25] | | [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) |

| [removed: 10.21] [added: 10.26] | | [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) |

| [removed: 10.22] [added: 10.27] | | [Employment Agreement with [removed: John] [added: Dallas] B. [removed: Bartling Jr.,] [added: Tanner,] dated November [removed: 25, 2014] [added: 9, 2015] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.12] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1011.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1012.htm)] |

| [removed: 10.23] [added: 10.28] | | [Employment Agreement with [removed: Dallas B. Tanner,] [added: Ernest M. Freedman,] dated [removed: November 9,] [added: September 4,] 2015 (incorporated by reference to Exhibit [removed: 10.12] [added: 10.13] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1012.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1013.htm)] |

| [removed: 10.24] [added: 10.34] | | [removed: [Employment] [added: [Form of Invitation Homes 6 L.P. Bonus Award Program Letter] Agreement [removed: with Ernest M. Freedman, dated September 4, 2015] (incorporated by reference to Exhibit [removed: 10.13] [added: 10.14] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January [removed: 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1013.htm) †] [added: 23, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1014.htm)] |

| [removed: 10.25] [added: 10.29] | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex103.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1011.htm)] |

| [removed: 10.26] [added: 10.30] | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex104.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex104.htm)] |

| [removed: 10.27] [added: 10.31] | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex105.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex105.htm)] |

| [removed: 10.28] [added: 10.32] | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517288496/d447243dex101.htm) †] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517288496/d447243dex101.htm)] |

| 10.7 | | [Form of Indemnification Agreement of Colony Starwood Homes (incorporated by reference to Exhibit 10.2 of the SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 8, 2016). †](http://www.sec.gov/Archives/edgar/data/1579471/000119312516424544/d114873dex102.htm) |

| 10.18 | | [Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 9, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000026/a2018-2xihloanagreement.htm) |

| 10.19 | | [Loan Agreement, dated as of June 28, 2018, between IH 2018-3 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on July 2, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000050/exhibit20183.htm) |

| 10.20 | | [Loan Agreement, dated as of November 7, 2018, between IH 2018-4 Borrower LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 8, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000074/exhibit20184.htm) |

| 10.45 | | [Form of Award Notice and Restricted Stock Unit Agreement for Mr. Frederick C. Tuomi (2018 LTIP Equity Award) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed May 15, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000036/q1-18exhibit106ltipawardag.htm) |

| 10.46 | | [Form of Award Notice and Restricted Stock Unit Agreement for Mr. Frederick C. Tuomi (2018 Supplemental Bonus Award) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed May 15, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000036/q1-2018exhibit107supplemen.htm) |

| 10.47 | | [Letter Agreement by and between the Company and Mr. Frederick C. Tuomi relating to Award Notice and Restricted Stock Unit Agreement (Sign-On Award - Mr. Tuomi) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed May 15, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000036/q1-18exhibit108rsusidelett.htm) |

| 10.48 | | [Separation Agreement dated January 16, 2019, by and between the Company and Mr. Frederick C. Tuomi. †](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118exhibit1048ceosepar.htm) |

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

| Exhibit number | | Description |

| 10.58 | | [Securities Purchase Agreement, dated as of June 5, 2017, between Waypoint/GI Venture, LLC and CSH Property Three, LLC (incorporated by reference to Exhibit 10.1 of the SWH’s Current Report on Form 8-K (File No. 1-36163) filed June 5, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000119312517194589/d378470dex101.htm) |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| 10.41 | | [Form of Award Notice and Restricted Stock Unit Agreement (2018 Supplemental Bonus Award).](https://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit10412018supplementa.htm) † |

| 10.45 | | [Form of Restricted Share Award Agreement under the Starwood Waypoint Residential Trust Equity Plan (incorporated by reference to Exhibit 10.10 of SWH’s Registration Statement on Form 10 (File No. 1-36163) filed December 23, 2013).](http://www.sec.gov/Archives/edgar/data/1579471/000104746913011360/a2217784zex-10_10.htm) † |

| 10.46 | | [Form of Restricted Share Unit Award Agreement under the Starwood Waypoint Residential Trust Equity Plan (incorporated by reference to Exhibit 10.11 of SWH’s Registration Statement on Form 10 (File No. 1-36163) filed December 23, 2013).](http://www.sec.gov/Archives/edgar/data/1579471/000104746913011360/a2217784zex-10_11.htm) † |

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: 29th] [added: 27th] day of [removed: March 2018.][added: February 2019.]

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: 29th] [added: 27th] day of [removed: March 2018.][added: February 2019.]

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

| [removed: Frederick C. Tuomi] [added: Dallas B. Tanner] | | (Principal Executive Officer) |

To the stockholders and the Board of Directors of [added: Invitation Homes Inc.]

We have audited the accompanying balance sheets of Invitation Homes Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related statements of operations, other comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the [removed: "financial statements").][added: “financial statements”).]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with accounting principles generally accepted in the United States of America.

As of December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

| | | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Land | | $ | [removed: 4,646,917] [added: 4,561,441] | | | $ | [removed: 2,703,388] [added: 4,646,917] | |

| Building and improvements | | [removed: 13,740,981] [added: 13,668,533] | | | | [removed: 7,091,457] [added: 13,740,981] | | |

| [added: Balance at beginning of period] | | [added: $ |] 18,387,898 | | | [added: $] | 9,794,845 | | | [added: $ | 9,596,399 | |]

| Less: accumulated depreciation | | [removed: (1,075,634] [added: (1,543,914] | | ) | | [removed: (792,330] [added: (1,075,634] | | ) |

| Investments in single-family residential properties, net | | [removed: 17,312,264] [added: 16,686,060] | | | | [removed: 9,002,515] [added: 17,312,264] | | |

| Cash and cash equivalents | | [removed: 179,878] [added: 144,940] | | | | [removed: 198,119] [added: 179,878] | | |

| Restricted cash | | [removed: 236,684] [added: 215,051] | | | | [removed: 222,092] [added: 236,684] | | |

| Goodwill | | 258,207 | | | | [removed: —] [added: 258,207] | | |

| Other assets, net | | [removed: 696,605] [added: 759,170] | | | | [removed: 309,625] [added: 696,605] | | |

| Total assets | | $ | [removed: 18,683,638] [added: 18,063,428] | | | $ | [removed: 9,732,351] [added: 18,683,638] | |

| Mortgage loans, net | | $ | [removed: 7,580,153] [added: 7,201,654] | | | $ | [removed: 5,254,738] [added: 7,580,153] | |

| Term loan facility, net | | [removed: 1,487,973] [added: 1,490,860] | | | | [removed: —] [added: 1,487,973] | | |

| Revolving facility | | [removed: 35,000] [added: —] | | | | [removed: —] [added: 35,000] | | |

| Convertible senior notes, net | | [removed: 548,536] [added: 557,301] | | | | [removed: —] [added: 548,536] | | |

| Accounts payable and accrued expenses | | [removed: 193,413] [added: 169,603] | | | | [removed: 88,052] [added: 193,413] | | |

| Resident security deposits | | [removed: 146,689] [added: 148,995] | | | | [removed: 86,513] [added: 146,689] | | |

| Other liabilities | | [removed: 41,999] [added: 125,829] | | | | [removed: 30,084] [added: 41,999] | | |

| Total liabilities | | [removed: 10,033,763] [added: 9,694,242] | | | | [removed: 7,774,928] [added: 10,033,763] | | |

| Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding [removed: at] [added: as of] December 31, [added: 2018 and] 2017 | | — | | | | — | | |

| Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, [added: 520,647,977 and] 519,173,142 outstanding [removed: at] [added: as of] December 31, [removed: 2017] [added: 2018 and 2017, respectively] | | [removed: 5,192] [added: 5,206] | | | | [removed: —] [added: 5,192] | | |

| Additional paid-in capital | | [removed: 8,602,603] [added: 8,629,462] | | | | [removed: —] [added: 8,602,603] | | |

| Accumulated deficit | | [removed: (157,595] [added: (392,594] | | ) | | [removed: —] [added: (157,595] | | [added: )] |

| Accumulated other comprehensive income | | [removed: 47,885] [added: (12,963] | | [added: )] | | [removed: —] [added: 47,885] | | |

| Total [removed: shareholders'] [added: stockholders'] equity | | [removed: 8,498,085] [added: 8,229,111] | | | | [removed: —] [added: 8,498,085] | | |

| Non-controlling interests | | [removed: 151,790] [added: 140,075] | | | | [removed: —] [added: 151,790] | | |

| Total equity | | [removed: 8,649,875] [added: 8,369,186] | | | | [removed: 1,957,423] [added: 8,649,875] | | |

| Total liabilities and equity | | $ | [removed: 18,683,638] [added: 18,063,428] | | | $ | [removed: 9,732,351] [added: 18,683,638] | |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| [removed: Operating expenses:] [added: Expenses:] | | | | | | | | | | | | |

| Property operating and maintenance | | [removed: 391,495] [added: 655,411] | | | | [removed: 360,327] [added: 391,495] | | | | [removed: 347,962] [added: 360,327] | | |

| Property management expense | | [removed: 43,344] [added: 65,485] | | | | [removed: 30,493] [added: 43,344] | | | | [removed: 39,459] [added: 30,493] | | |

None.

| By: | /s/ Dallas B. Tanner |

| | Name: Dallas B. Tanner |

| /s/ Jana C. Barbe | | Director |

| Jana C. Barbe | | |

| /s/ Kenneth A. Caplan | | Director |

| Kenneth A. Caplan | | |

| | | |

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2019, expressed an unqualified opinion on the Company’s internal control over financial reporting.

February 27, 2019

| | | 2018 | | | | 2017 | | |

| | | 18,229,974 | | | | 18,387,898 | | |

| Stockholders' equity | | | | | | | | |

| Rental revenues and other property income | | $ | 1,722,962 | | | $ | 1,054,456 | | | $ | 922,587 | |

| Total expenses | | 1,784,615 | | | | 1,193,219 | | | | 1,017,858 | | |

| Capital distributions | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4,020 | | ) | | (4,020 | | ) |

| Net loss | | — | | | | — | | | — | | | | — | | | | (4,927 | | ) | | — | | | | (4,927 | | ) | | (86 | | ) | | (5,013 | | ) |

| Dividends and dividend equivalents declared ($0.44 per share) | | — | | | | — | | | — | | | | — | | | | (230,072 | | ) | | — | | | | (230,072 | | ) | | — | | | | (230,072 | | ) |

| Issuance of common stock — settlement of RSUs, net of tax | | — | | | | 1,069,798 | | | 10 | | | | (9,255 | | ) | | — | | | | — | | | | (9,245 | | ) | | — | | | | (9,245 | | ) |

| Total other comprehensive income | | — | | | | — | | | — | | | | — | | | | — | | | | (60,774 | | ) | | (60,774 | | ) | | (1,064 | | ) | | (61,838 | | ) |

| Redemption of OP Units for common stock | | — | | | | 405,037 | | | 4 | | | | 6,615 | | | | — | | | | (74 | | ) | | 6,545 | | | | (6,545 | | ) | | — | | |

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

| Amortization of debt discounts | | 9,124 | | | | 1,390 | | | | 4,900 | | |

| Net cash provided by operating activities | | 561,241 | | | | 262,970 | | | | 256,054 | | |

| Other financing activities | | (1,676 | | ) | | (1,153 | | ) | | 814 | | |

| Change in cash, cash equivalents, and restricted cash | | (56,571 | | ) | | (3,649 | | ) | | (73,781 | | ) |

| Cash, cash equivalents, and restricted cash, beginning of period (Note 4) | | 416,562 | | | | 420,211 | | | | 493,992 | | |

| Cash, cash equivalents, and restricted cash, end of period (Note 4) | | $ | 359,991 | | | $ | 416,562 | | | $ | 420,211 | |

| Capital leases | | 2,209 | | | | — | | | | — | | |

Reclassification

Certain reclassifications have been made to prior periods to conform with current reporting on the consolidated statements of operations.

We combined other property income of $59,535 and $44,596 for the years ended December 31, 2017 and 2016, respectively, into rental revenues and other property income.

Additionally we reclassified interest expense of $256,970 and $286,048 for the years ended December 31, 2017 and 2016, respectively, into total expenses.

These reclassifications had no effect on the total reported net loss for the years ended December 31, 2017 and 2016.

We adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method.

We analyzed our remaining revenue streams included within rental revenues and other property income and other, net and concluded there was no change to the timing and pattern of revenue recognition for these revenue streams under the new guidance.

We adopted ASU 2017-05 effective January 1, 2018, and it did not have a material impact on our consolidated financial statements.

We adopted ASU 2017-04 effective January 1, 2018, and performed our October 31, 2018 impairment test in accordance with ASU 2017-04.

We adopted ASU 2016-18 effective January 1, 2018, using a retrospective transition method.

As a result, on our consolidated statements of cash flow, changes in restricted cash related to security deposits (previously included in the operating activities section) and changes in the restricted cash line (previously included in the investing activities section) have been eliminated.

Not applicable.

| By: | /s/ Frederick C. Tuomi |

| | Name: Frederick C. Tuomi |

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

| /s/ Jonathan D. Gray | | Director |

| Jonathan D. Gray | | |

Invitation Homes Inc.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

March 29, 2018

INVITATION HOMES INC.

| Credit facilities, net | | — | | | | 2,315,541 | | |

| Shareholders' equity | | | | | | | | |

| Combined equity | | — | | | | 1,957,423 | | |

| Revenues: | | | | | | | | | | | | |

| Rental revenues | | $ | 994,921 | | | $ | 877,991 | | | $ | 800,210 | |

| Other property income | | 59,535 | | | | 44,596 | | | | 35,839 | | |

| Total revenues | | 1,054,456 | | | | 922,587 | | | | 836,049 | | |

| Total operating expenses | | 936,249 | | | | 731,810 | | | | 721,672 | | |

| Operating income | | 118,207 | | | | 190,777 | | | | 114,377 | | |

| Other expenses: | | | | | | | | | | | | |

| Total other expenses | | (257,929 | | ) | | (287,606 | | ) | | (276,857 | | ) |

| Loss from continuing operations | | (139,722 | | ) | | (96,829 | | ) | | (162,480 | | ) |

| Balance as of December 31, 2014 | | $ | 2,456,601 | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,456,601 | | | $ | — | | | $ | 2,456,601 | |

| Net loss | | (160,208 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (160,208 | | ) | | — | | | | (160,208 | | ) |

| Contributions | | 246,820 | | | | — | | | — | | | | — | | | | — | | | | — | | | | 246,820 | | | | — | | | | 246,820 | | |

| Note receivable issued to Class B unitholders | | (1,500 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (1,500 | | ) | | — | | | | (1,500 | | ) |

| Distributions and dividends | | (682,470 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (682,470 | | ) | | — | | | | (682,470 | | ) |

| Series A Preferred Stock dividends | | (136 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (136 | | ) | | — | | | | (136 | | ) |

| Amortization of discount on mortgage loans | | 1,390 | | | | 4,900 | | | | 5,663 | | |

| Restricted cash related to security deposits | | (4,181 | | ) | | (5,928 | | ) | | (9,600 | | ) |

| Restricted cash related to derivative collateral | | 1,000 | | | | — | | | | — | | |

| Net cash provided by operating activities | | 259,789 | | | | 250,126 | | | | 197,474 | | |

| Change in restricted cash | | 107,145 | | | | 3,010 | | | | 66,545 | | |

| Notes receivable repaid by (issued to) Class B unitholders | | — | | | | 1,527 | | | | (1,500 | | ) |

| Redemption of and dividends paid with respect to Series A Preferred Stock | | (1,153 | | ) | | (136 | | ) | | (136 | | ) |

| Proceeds from warehouse loans | | — | | | | — | | | | 144,698 | | |

| Change in cash and cash equivalents | | (18,241 | | ) | | (76,699 | | ) | | (10,778 | | ) |

| Cash and cash equivalents, beginning of period | | 198,119 | | | | 274,818 | | | | 285,596 | | |