Invitation Homes (INVH) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Related to Our Business and [removed: Industry][added: Industry]

[removed: Our] [added: Our] operating results are subject to general economic conditions and risks associated with our real estate [removed: assets.][added: assets.]

[removed: -] [added: | • |] changes in laws, including those that increase operating expenses or limit our ability to increase rental [removed: rates;][added: rates. See “— Tenant relief laws, including laws regulating evictions, rent control laws, and other regulations that limit our ability to increase rental rates may negatively impact our rental income and profitability”; |]

[removed: We] [added: We] are employing a business model with a limited track record, which may make our business difficult to [removed: evaluate.][added: evaluate.]

[removed: We] [added: We] have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our [removed: stockholders.][added: stockholders.]

[removed: We] [added: We] may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating [removed: results.][added: results.]

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of [removed: over] [added: approximately] 80,000 homes as of December 31, [removed: 2018.][added: 2019.]

[removed: A] [added: A] significant portion of our costs and expenses are fixed and we may not be able to adapt our cost structure to offset declines in our [removed: revenue.][added: revenue.]

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

[removed: We have] [added: We] recorded net losses in the past and we may experience net losses in the [removed: future.][added: future.]

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

We expect such non-cash charges to continue to be significant in future periods and, as a result, we may [removed: likely continue to] record net losses in future periods.

[removed: We] [added: We] are dependent on our executive officers and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.

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

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

[removed: Our] [added: Our] investments are and will continue to be concentrated in our markets and in the single-family properties sector of the real estate industry, which exposes us to seasonal fluctuations in rental demand and downturns in our markets or in the single-family properties [removed: sector.][added: sector.]

[removed: We] [added: We] may not be able to effectively control the timing and costs relating to the renovation and maintenance of our properties, which may adversely affect our operating results and ability to make distributions to our [removed: stockholders.][added: stockholders.]

[removed: We] [added: We] face significant competition in the leasing market for quality residents, which may limit our ability to lease our single-family homes on favorable [removed: terms.][added: terms.]

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

[removed: We] [added: We] intend to continue to acquire properties from time to time consistent with our investment strategy even if the rental and housing markets are not as favorable as they have been in the recent past, which could adversely impact anticipated [removed: yields.][added: yields.]

[removed: Competition] [added: Competition] in identifying and acquiring our properties could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect [removed: us.][added: us.]

In addition, competition for desirable investments could delay the investment of our capital, which [removed: could adversely affect our results of operations and cash flows.]

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

[removed: Additionally, such] [added: Such] local regulations may cause us to incur additional costs to renovate or maintain our properties in accordance with the particular rules and regulations.

We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future [removed: acquisitions or] [added: acquisitions,] renovations, or [added: dispositions, or] that additional regulations will not be adopted that would increase such delays or result in additional [removed: costs.][added: costs or losses.]

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

[removed: We] [added: We] may become a target of legal demands, litigation (including class [removed: actions)] [added: actions),] and negative publicity by tenant and consumer rights organizations, which could directly limit and constrain our operations and may result in significant litigation expenses and reputational [removed: harm.][added: harm.]

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

[removed: Our] [added: Our] evaluation of properties involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire and/or overvaluing our properties or our properties failing to perform as we [removed: expect.][added: expect.]

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

[removed: Our] [added: Our] dependence upon third parties for key services may have an adverse effect on our operating results or reputation if the third parties fail to [removed: perform.][added: perform.]

[removed: We] [added: We] have in the past and may from time to time in the future acquire some [removed: of our] [added: of our] homes through the auction process, which could subject us to significant risks that could adversely affect [removed: us.][added: us.]

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

[removed: Since we may not have obtained title insurance policies] for properties we acquired through the auction process, such instances or such proceedings may result in a complete loss without compensation.

[removed: Title] [added: Title] defects could lead to material losses on our investments in our [removed: properties.][added: properties.]

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 [added: with a mortgage loan financing, there can be no assurance that these policies and procedures will be effective, which could lead to a material if not complete loss on our investment in such properties.]

[removed: We] [added: We] are subject to certain risks associated with bulk portfolio acquisitions and [removed: dispositions.][added: dispositions.]

To the extent we pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such [removed: inaccuracies.]

[removed: Contingent] [added: Contingent] or unknown liabilities could adversely affect our financial condition, cash flows, and operating [removed: results.][added: results.]

Unknown or contingent liabilities might include liabilities for, or with respect to, liens attached to properties, unpaid property tax, utilities, or HOA charges for which a subsequent owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of customers, vendors, [added: or other persons dealing with the acquired entities, and tax liabilities.]

If we are

Many of these competitors may successfully

could adversely affect our results of operations and cash flows.

Additionally, state and local agencies may place affordability covenants on certain properties to ensure that they are used to provide affordable housing for persons or families of lower income.

If any of our properties contain affordability covenants recorded in their chains of title, we will be forced to sell such properties at a maximum price limit as calculated per the applicable affordable housing covenant, which will likely result in us having to sell such properties below their market values.

In 2019, the state of California passed the Tenant Protection Act of 2019, a rent control law which limits our ability to increase rental rates for existing residents and put into place protections for the terminations of tenancies.

We believe this law will negatively affect our rental income from certain of the 12,461 homes we own in California as of December 31, 2019.

Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.

Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our business.

We are subject to a variety of laws and regulations that involve matters such as: privacy; data protection; personal information; rights of publicity; content; marketing; distribution; data security; data retention and deletion; electronic contracts and other communications; consumer protection; and online payment services.

These laws and regulations are constantly evolving and can be subject to significant change.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain and may be interpreted and applied inconsistently.

Additionally, as we depend on third parties for key services (see “Our dependence upon third parties for key services may have an adverse effect on our operating results or reputation if the third parties fail to perform”), we rely on such third party service providers’ compliance with laws and regulations regarding privacy, data protection, consumer protection, and other matters relating to our customers.

There are a number of legislative proposals at both the federal and state level, as well as other jurisdictions that could impose new obligations in areas affecting our business.

For example, the California Consumer Privacy Act and Nevada Privacy Law, effective in 2020, create new data privacy rights for users, including more ability to control how their data is shared with third parties.

These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.

These assumptions may prove inaccurate, particularly

Since we may not have obtained title insurance policies

inaccuracies.

Several states have enacted laws that provide that a

Vacant homes may also be at risk for fraudulent activity which could impact our ability to lease a home.

If resident-supplied information is inaccurate or our residents’ creditworthiness

Any such access, disclosure or other loss of information could result in legal claims or proceedings, misstated or unreliable

renovate a particular property after it has been damaged or destroyed.

For example, uninsured losses and damages related to Hurricanes Irma and Harvey totaled $8.0 million and $21.5 million for the years ended December 31, 2018 and 2017, respectively.

For example, we may be required to hold our properties for a minimum period of time and comply with certain other requirements in the Internal

We are subject to increasing scrutiny from investors with respect to the social and environmental impact of our business, which may adversely impact our business and ability to raise capital from such investors.

In recent years, certain investors have placed increasing importance on the implications of our business with respect to environmental, social, and governance (“ESG”) matters.

Investors’ increased focus and activism related to ESG and similar matters may constrain our business operations.

In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of the ESG factors.

For example, our mortgage loans and Secured Term Loan (see definition in Part II, Item 7.

securing the portfolio.

If the repayment of the related indebtedness were to be

As of December 31, 2019, we had outstanding $6,770.9 million of variable rate debt for which maturities extend past 2021 (assuming all extensions are exercised) that references the London Interbank Offered Rate (“LIBOR”) as the benchmark rate to determine the applicable interest rate or payment amount.

If LIBOR is discontinued after 2021 as expected, there will be uncertainty or differences in the calculation of the applicable interest rate or payment amount, depending on the terms of the agreement, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.

This could result in different financial performance for previously recorded transactions and may impact our existing transaction data, operations, and pricing processes.

The calculation of interest rates under the replacement benchmarks could also impact our net interest expense.

Additionally, debt holders or governing bodies may decide to transition to a successor rate prior to the expected LIBOR phase-out date.

As a result, we and our stockholders may have more limited rights to recover money damages from our

If we dispose of any such appreciated assets during the five-year period following the date we acquired those assets, we will be subject to United States

| | |

| --- | --- |

with a mortgage loan financing, there can be no assurance that these policies and procedures will be effective, which could lead to a material if not complete loss on our investment in such properties.

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

A property owner who violates environmental laws

In addition, the value of a vacant property could be substantially impaired.

relevant accounting period and in future periods.

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

Properties located in active seismic areas include properties throughout California and Seattle.

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

We continue to incur substantial expenses in integrating the Legacy SWH business into our business.

We incurred substantial accounting, financial advisory, legal, and other costs, and the management team devoted considerable time and effort in connection with the Mergers.

We continue to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, and policies and procedures of the two companies.

These expenses could have an adverse impact on our results of operations.

Although we have assumed that a certain level of transaction and integration expenses would be incurred, there are still a number of factors beyond our control that could affect the total amount or the timing of the integration expenses.

If the expenses we incur as a result of the Mergers are higher than anticipated, our results of operations may be adversely affected.

We may be unable to successfully complete the integration of our business and the Legacy SWH business and realize the anticipated synergies and other expected benefits of the Mergers on the anticipated timeframe or at all.

The Mergers involved the combination of two companies which previously operated as independent public companies.

We expect to benefit from the elimination of duplicative costs associated with supporting a public company platform and the

resulting economies of scale.

These savings are not expected to be fully realized until we are fully integrated, which is not expected to occur until mid-2019.

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

The potential difficulties we may encounter in the integration process include the following:

| • | the inability to successfully combine our and Legacy SWH’s business in a manner that permits us to achieve the cost savings anticipated to result from the Mergers, which would result in the anticipated benefits of the Mergers not being realized in the timeframe currently anticipated, or at all; |

| • | the complexities associated with integrating personnel from the two companies; |

| • | the complexities of combining two companies with different histories, geographic footprints, and rental properties; |

| • | the complexities in combining two companies with separate technology systems; |

| • | potential unknown liabilities and unforeseen increased expenses; |

| • | failure to perform by third party service providers who provide key services for us; and |

| • | performance shortfalls as a result of the diversion of management’s attention caused by completing the Mergers and integrating the companies’ operations. |

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business, or inconsistencies in our operations, services, standards, controls, and policies and procedures, any of which could adversely affect our ability to maintain relationships with operators, vendors, and employees, to achieve the anticipated benefits of the Mergers, or could otherwise materially and adversely affect our business and financial results.

Our future results will suffer if we do not effectively manage our expanded operations following the Mergers.

Following the Mergers, the size of our business is significantly greater than the size of either of the two companies’ businesses prior to the Mergers.

Our future success depends, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements, and other benefits currently anticipated to result from the Mergers.

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.

[removed: The] [added: *The] following discussion and analysis of our financial condition and results of operations should be read together with Part I.

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

“Risk Factors,” “Forward-Looking Statements,” or in other parts of this [removed: report.][added: report*]

[removed: Capitalized] [added: *Capitalized] terms used without definition have the meaning provided elsewhere in [removed: this Annual] [added: this* *Annual] Report on Form [removed: 10-K.][added: 10-K.*]

[removed: Overview][added: Overview]

With [removed: more than] [added: approximately] 80,000 homes for lease in [removed: 17] [added: 16] markets across the country as of December 31, [removed: 2018,] [added: 2019,] 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.

Within our [removed: 17] [added: 16] markets, we target attractive neighborhoods in in-fill locations with multiple demand drivers, such as proximity to major employment centers, desirable schools, and transportation corridors.

Our homes average approximately [removed: 1,850] [added: 1,870] square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than the typical multifamily resident.

[removed: Our Portfolio][added: Our Portfolio]

The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, [removed: 2018] [added: 2019] as noted below:

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

| (2) | Represents average occupancy for the year ended December 31, [removed: 2018.] [added: 2019.] |

| (3) | Represents average monthly rent for the year ended December 31, [removed: 2018.] [added: 2019.] |

| (4) | Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, [removed: 2018.] [added: 2019.] |

[removed: Factors] [added: Factors] That Affect Our Results of Operations and Financial [removed: Condition][added: Condition]

[removed: Market Fundamentals:] [added: 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: 69.5%] [added: 70.5%] of our [added: rental] revenues [added: and other property income] during the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Rental] [added: Rental] Rates and Occupancy [removed: Levels:] [added: Levels:] Rental rates and occupancy levels are primary drivers of rental revenues and other property income.

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

[removed: Property] [added: Property] Improvements and [removed: Maintenance:] [added: Maintenance:] Property improvements and maintenance impact capital expenditures, property operating and maintenance expense, and rental revenues.

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

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

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

[removed: Components] [added: Components] of Revenues and [removed: Expenses][added: Expenses]

[removed: Revenues][added: Revenues]

[removed: Rental] [added: *Rental] Revenues and Other Property [removed: Income][added: Income*]

[removed: These include leases that we] [added: We] enter into [added: leases] directly with our residents, [removed: which] [added: and the leases] typically have a term of one to two years.

Other property income is comprised of: (i) resident reimbursements for utilities, HOA fines, and other charge-backs; (ii) rent and non-refundable deposits associated with pets; and (iii) various other fees, including [removed: application] [added: late fees] and lease termination fees, among others.

[removed: Expenses][added: Expenses]

[removed: Property] [added: *Property] Operating and [removed: Maintenance][added: Maintenance*]

[removed: Property] [added: *Property] Management [removed: Expense][added: Expense*]

[removed: General] [added: *General] and [removed: Administrative][added: Administrative*]

General and administrative expense also includes [removed: IPO related and] merger and transaction-related expenses that are of a non-recurring nature.

[removed: Share-Based] [added: *Share-Based] Compensation [removed: Expense][added: Expense*]

All [removed: incentive unit and] share-based compensation expense is recognized in our [added: consolidated] statements of operations as components of general and administrative expense and property management expense.

[removed: In connection with and subsequent to the IPO, we modified certain then-outstanding incentive awards and issued new] [added: We issue] share-based awards [removed: in order] to align our employees’ interests with those of our investors.

[removed: Depreciation] [added: *Depreciation] and [removed: Amortization][added: Amortization*]

We recognize depreciation and amortization expense [removed: primarily] associated with our homes and other capital expenditures over their expected useful lives.

[removed: Impairment] [added: *Impairment] and [removed: Other][added: Other*]

[removed: Interest Expense][added: *Interest Expense*]

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

*For similar operating and financial data and discussion of our year ended December 31, 2018 results compared to our year ended December 31, 2017 results, refer to Part II.

Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 28, 2019 (the “2018 10-K”).

The sections entitled “Result of Operations — Year Ended December 31, 2018 Compared to Year Ended December 31, 2017” and “Cash Flows — Year Ended December 31, 2018 Compared to Year Ended December 31, 2017” in Part II.

Item 7.

“Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our* [*2018 10-K*](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118ihinc10kdocument.htm#sB0B68995B3605F92B12E97D85FA02CBB) *are incorporated herein by reference.*

| Southern California | | 8,071 | | 95.0% | | $2,411 | | $1.42 | | 13.4 | % |

| Northern California | | 4,390 | | 95.1% | | 2,087 | | 1.35 | | 6.6 | % |

| Seattle | | 3,531 | | 93.4% | | 2,198 | | 1.15 | | 5.3 | % |

| Phoenix | | 7,741 | | 94.8% | | 1,362 | | 0.84 | | 7.4 | % |

| Las Vegas | | 2,998 | | 94.7% | | 1,608 | | 0.81 | | 3.3 | % |

| Denver | | 2,314 | | 90.7% | | 1,989 | | 1.11 | | 3.1 | % |

| Western United States Subtotal | | 29,045 | | 94.4% | | 1,945 | | 1.13 | | 39.1 | % |

| South Florida | | 8,567 | | 93.7% | | 2,186 | | 1.18 | | 12.9 | % |

| Tampa | | 8,121 | | 94.6% | | 1,668 | | 0.90 | | 9.5 | % |

| Orlando | | 6,082 | | 93.8% | | 1,654 | | 0.89 | | 6.8 | % |

| Jacksonville | | 1,865 | | 95.2% | | 1,672 | | 0.84 | | 2.2 | % |

| Florida Subtotal | | 24,635 | | 94.1% | | 1,847 | | 0.99 | | 31.4 | % |

| Atlanta | | 12,494 | | 94.7% | | 1,504 | | 0.73 | | 12.8 | % |

| Carolinas | | 4,702 | | 94.7% | | 1,583 | | 0.73 | | 5.1 | % |

| Southeast United States Subtotal | | 17,196 | | 94.7% | | 1,526 | | 0.73 | | 17.9 | % |

| Houston | | 2,229 | | 92.7% | | 1,556 | | 0.80 | | 2.4 | % |

| Dallas | | 2,323 | | 91.7% | | 1,786 | | 0.84 | | 2.7 | % |

| Texas Subtotal | | 4,552 | | 92.2% | | 1,668 | | 0.82 | | 5.1 | % |

| Chicago | | 2,848 | | 91.1% | | 1,983 | | 1.21 | | 4.0 | % |

| Minneapolis | | 1,142 | | 95.9% | | 1,885 | | 0.96 | | 1.5 | % |

| Midwest United States Subtotal | | 3,990 | | 92.4% | | 1,955 | | 1.13 | | 5.5 | % |

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

| Announced Market-in-Exit: | | | | | | | | | | | |

| Nashville(5) | | 87 | | 95.2% | | 1,835 | | 0.86 | | 1.0 | % |

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

| Total / Average | | 79,505 | | 94.2% | | $1,809 | | $0.97 | | 100.0 | % |

| Same Store Total / Average | | 70,799 | | 96.3% | | $1,812 | | $0.97 | | 90.1 | % |

| (1) | As of December 31, 2019. |

| (5) | In December 2019, we announced a plan to fully exit the Nashville market and sold 708 homes in Nashville in a bulk transaction. We are pursuing the sale of the remaining 87 homes in the market. |

See Part II.

Item 7A.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

| Interest expense | | 367,173 | | | | 383,595 | | | | (16,422 | | ) | | (4.3 | )% |

| Depreciation and amortization | | 533,719 | | | | 560,541 | | | | (26,822 | | ) | | (4.8 | )% |

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, 2018 includes the impact of the Mergers; however, the discussion of operational information for our total and same store portfolio, including average occupancy, average rent, and net effective rental rate growth, is provided with respect to the Legacy IH portfolio and does not reflect the results of the Legacy SWH portfolio as of and for the year ended December 31, 2017.

Reorganization and Initial Public Offering

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

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

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

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

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

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

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

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

Merger with Starwood Waypoint Homes

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

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

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

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

| 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 | % |

| 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 | % |

| 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 | % |

| 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 | % |

| 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. |

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

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

As of December 31, [removed: 2018,] [added: 2019,] our outstanding variable-rate debt was comprised of borrowings on our mortgage loans of [removed: $6,267.7] [added: $5,270.9] million and Term Loan Facility of $1,500.0 million, for a combined total of [removed: $7,767.7] [added: $6,770.9] million.

We effectively converted [removed: 78.8%] [added: 96.3%] of these borrowings to a fixed rate through interest rate swap agreements.

Assuming no change in the outstanding balance of our existing debt, the projected effect of a 100 bps increase or decrease in LIBOR on our annual interest expense would be an estimated increase or decrease of [removed: $14.3 million or $16.3 million, respectively.][added: $2.5 million.]

[removed: Seasonality][added: Seasonality]

we may borrow under the Credit Facility.

[removed: Overview][added: Overview]

With [removed: more than] [added: approximately] 80,000 homes for lease in [removed: 17] [added: 16] markets across the country as of December 31, [removed: 2018,] [added: 2019,] 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.

Within our [removed: 17] [added: 16] markets, we target attractive neighborhoods in in-fill locations with multiple demand drivers, such as proximity to major employment centers, desirable schools, and transportation corridors.

Our homes average approximately [removed: 1,850] [added: 1,870] square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than the typical multifamily resident.

[removed: Our Platform][added: Our Platform]

| • | [removed: Resident-centric focus.] [added: *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, occupancy, and low turnover rates and will enable us to develop significant brand equity in the longer term. |

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

| • | [removed: Scalable,] [added: *Scalable,] centralized [removed: infrastructure.] [added: infrastructure*.] We support local market operations with national strategy, infrastructure, and standards to drive efficiency, 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. |

[added: 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, maintenance, and capital spending into asset selection.

[removed: We believe the] advantages of our integrated acquisition platform and local market expertise have driven the quality of our existing portfolio of [removed: 80,807] [added: 79,505] homes as of December 31, [removed: 2018.][added: 2019.]

[removed: Our] [added: Our] Business [removed: Activities][added: Activities]

[removed: Property Operations][added: Property Operations]

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

We have organized our in-house property management personnel and operating structure [removed: 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 management, and maintenance teams.

We believe our [removed: “Community Model”] [added: operating 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, occupancy, and turnover rates and improve our cost management and oversight over both upfront renovations and ongoing maintenance.

[removed: Marketing] [added: Marketing] and [removed: Leasing][added: Leasing]

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, [added: search engine marketing,] social and other digital media, and local brokers.

[added: 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 history, and rental and other payment history.

[removed: Digital] [added: Digital] Marketing Initiatives and [removed: Branding][added: Branding]

For example, we alert our residents to prepare for [removed: storms and] [added: storms,] incentivize them to pay their rent [removed: online.][added: online, offer “Lease Friendly” “Make It Home” design tips, and hold an annual Resident Appreciation Day.]

[removed: Resident] [added: Resident] Relations and Property [removed: Maintenance][added: Maintenance]

In addition, our in-house [removed: property management] [added: maintenance] personnel conduct periodic visits to our properties to help foster positive, long-term relationships with our residents, track and report maintenance needs effectively, conduct preventative maintenance, and ensure compliance with lease terms, local laws, and HOA rules and regulations.

At the time of the [removed: first] [added: post] move-in maintenance [removed: visit,] [added: visit approximately 45 days after move-in,] our in-house property maintenance personnel will address any non-emergency service needs the resident has noted.

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 result in us incurring significant maintenance costs if left [added: unaddressed.]

[removed: Investment] [added: Investment] and Asset [removed: Management][added: Management]

[removed: Acquisition Strategy][added: *Acquisition Strategy*]

We have amassed significant scale within our [removed: 17] [added: 16] markets.

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

[removed: Property Renovations][added: *Property Renovations*]

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

[removed: Portfolio Optimization][added: *Portfolio Optimization*]

We believe the significant local density of our portfolio, which averages approximately [removed: 4,800] [added: 5,000] homes per market as of December 31, [removed: 2018,] [added: 2019,] allows us to selectively sell properties without sacrificing the operating efficiency of our concentrated scale.

[removed: We support social and environmental initiatives, particularly in our operations] [added: Environmental, Social,] and [removed: communities.][added: Governance Initiatives]

Our Corporate Social Responsibility Policy is posted on our [removed: 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 [removed: initiatives,] [added: initiatives] that reflect existing and emerging standards of corporate social responsibility.

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

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

[removed: Since our inception,] [added: Every day,] we [removed: have operated] [added: strive] to benefit our residents, our associates, our [removed: stakeholders,] [added: communities,] and our [removed: communities] [added: shareholders] by deeply embedding our values, ethics, and integrity into all that we do.

[removed: It] [added: Our daily decisions are driven by our Code of Business Conduct and Ethics, which is posted on our website and] demonstrates our commitment to our stakeholders to be a responsible corporate citizen and a good business partner.

As of December 31, [removed: 2018,] [added: 2019,] we and our predecessors have invested approximately [removed: $2.2] [added: $2.3] billion in the upfront renovation of homes in our portfolio.

We believe the

If a deficiency is identified by our in-house property maintenance personnel we endeavor to take prompt action to correct it.

At Invitation Homes, we believe that integrating environmental, social, and governance initiatives into our strategic business objectives is critical to our long-term success.

Through our integrated and ongoing approach to sustainability and corporate responsibility, we seek to drive positive change and create value for our stakeholders.

Our mission, vision, and values define our daily actions in delivering on our pledge to be a responsible corporate citizen.

Residents

Associates

We believe passionately that diverse and inclusive companies make for more innovative, engaged, and happy teams.

Our organization makes it a priority to celebrate diversity and cultivate a culture of inclusion.

Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity.

This code helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions.

Our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to ethical business practices and regulatory compliance.

Communities

Further, we maintain our homes to high standards through timely maintenance services as well as through our proprietary ProCare service.

ProCare is an innovative maintenance program designed to provide regular opportunities for us to inspect our assets, proactively address issues, and ensure each home continues to meet our standards.

Our commitment to community includes efforts that make us more innovative and sustainable.

Protecting the environment is critically important to us, and our sustainability initiatives help limit the carbon footprints and overall environmental impact of our homes.

Those initiatives include: Smart Home technology that enables maintenance technicians and residents to control thermostats remotely and reduce energy consumption; routing and optimization technology designed to improve scheduling efficiencies for our maintenance technicians, which may also result in a reduced vehicle emissions footprint; standards of performance that require the use of energy-efficient lighting and appliances; and supply chain management that focuses on our vendors’ sustainability practices and procedures.

We also encourage our associates to be good neighbors in their local communities by partnering with local organizations to provide support to those in need.

Together, associates in our 16 markets used this time in 2019 to deliver food to veterans and elderly citizens, contribute and package food and school supplies, collect and deliver toys, clean

beaches, and provide other needed support in their communities.

We also offer an annual “There’s No Place Like Home” scholarship contest, awarding scholarships for higher learning to residents, associates, and community members.

Shareholders

We take very seriously the responsibility that individuals and organizations have chosen to invest in our company, and we strive every day to ensure that our actions result in value for these investors.

In addition, we are committed to sound corporate governance practices and adherence to the highest ethical standards.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders.

The Mergers were accounted for as a business combination in accordance with ASC Topic 805, *Business Combinations*, and INVH was designated as the accounting acquirer.

In connection therewith, SWH stockholders received an aggregate of 207,448,958 shares of our common stock in exchange for all outstanding SWH common shares.

Our properties are subject to various municipal regulations and orders, and county and city ordinances, including without limitation, use, operation and maintenance of our properties.

Laws and Regulations Regarding Privacy and Data Protection

We are subject to a variety of laws and regulations that involve matters such as privacy, data protection, content, consumer protection, and other matters.

For example, the California Consumer Privacy Act and the Nevada Privacy Law, which took effect in January 2020, establish certain transparency rules and create new data privacy rights for users, including more ability to control how their data is shared with third parties.

See Part I.

Item 1A.

“Risk Factors — Risks Related to Our Business and Industry — Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.” Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our business.”

Through the integration of investment and

Although we

unaddressed.

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

Corporate Responsibility

We strive to manage and minimize negative impacts throughout the value chain where possible and work on developing sustainable business practices through our organization.

We believe in doing business with a purpose.

The way we think, act, partner, and execute is guided by our values.

Our Code of Business Conduct and Ethics is posted on our corporate website and explains how we integrate our purpose, mission, and values into our daily decisions.

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

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

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.

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

On February 6, 2017, Invitation Homes Inc. changed its jurisdiction of incorporation to Maryland.

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

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

automatically converted into the right to receive our common stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any).

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

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.

| [removed: | UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. [removed: 20549] [added: 20549] | | | | [added: | | | | | | | | | | | | | | | | | | |]

| | [removed: FORM 10-K] | | | | [added: | | | FORM | | | 10-K | | | | | | | | | | | |]

| | [removed: x ANNUAL] [added: | ☑ | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | | | | [added: | | | | | | | | | | | | | | | |]

| | [removed: For] [added: For] the fiscal year [removed: ended December] [added: ended | | | | | | | | | | | December] 31, [removed: 2018] [added: 2019] | | | | [added: | | | | | | |]

| | [removed: o TRANSITION] [added: | ☐ | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | | | | [added: | | | | | | | | | | | | | | | |]

| [removed: | For] [added: For] the transition period [removed: from to] [added: from] | | | | [added: | | | | | | | to | | | | | | | | | | | |]

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

| [removed: | Maryland] (State or other jurisdiction of incorporation or organization) | | [removed: 90-0939055] [added: | | | | | | | | | |] (I.R.S. Employer Identification No.) | | [added: | | | | | | | | |]

| [removed: | 1717] [added: 1717] Main [removed: Street, Suite 2000 Dallas, Texas (Address of principal executive offices)] [added: Street,] | | [removed: 75201 (Zip Code)] | | [added: | Suite 2000 | | | | | | | 75201 | | | | | | | | | | |]

| [removed: | (972) 421-3600] (Registrant’s telephone number, including area code) | | | | [added: | | | | | | | | | | | | | | | | | | |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | | | [added: | | | | | | | | | | | | | | | | | |]

| [removed: | Title] [added: Title] of [removed: Each Class] [added: each class] | | [removed: Name] [added: | | | | | | Trading Symbol(s) | | | | | | Name] of [removed: Each Exchange] [added: each exchange] on [removed: Which Registered] [added: which registered] | | [added: | | | | | | |]

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

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

[added: |] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [added: | | | | | | | | | | | | | | | | | | Yes | | ☑ | No | ☐ |]

[added: | | | | | | | | | | | | | | | | | | |] Yes [removed: x] [added: | | ☑ |] No [removed: o][added: | ☐ |]

[added: |] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [added: | | | | | | | | | | | | | | | | | | Yes | | ☐ | No | ☑ |]

[added: | | | | | | | | | | | | | | | | | | |] Yes [removed: o] [added: | | ☑ |] No [removed: x][added: | ☐ |]

[added: |] Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the [removed: Registrant] [added: registrant] was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [added: | | | | | | | | | | | | | | | | | | | | | | |]

[added: |] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 [removed: Registrant] [added: registrant] was required to submit such files). [added: | | | | | | | | | | | | | | | | | | | | | | |]

[added: |] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or an emerging growth company. [added: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | | | |]

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

| [removed: Non-accelerated filer] [added: Non-Accelerated Filer] | [removed: o] | | | [added: | | ☐ | |] Smaller [removed: reporting company] [added: Reporting Company] | [removed: o] | [added: | | | | ☐ | | | | | | | | |]

| | | | | [added: | | | |] Emerging [removed: growth company] [added: Growth Company] | [removed: 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. [removed: o] [added: ☐] | | | | | | [added: | | | | | | | | | | | | | | | | |]

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

As of June [removed: 29, 2018,] [added: 28, 2019,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $6.9] [added: $11.3] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

As of February [removed: 25, 2019,] [added: 14, 2020,] there were [removed: 521,190,091] [added: 541,882,811] shares of common stock, par value $0.01 per share, outstanding.

[removed: DOCUMENTS] [added: | DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE | | | | | | | | | | | | | | |]

[added: |] Items 10, 11, 12, [removed: 13] [added: 13,] and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its [removed: 2019] [added: 2020] annual meeting of stockholders (the [removed: “2019] [added: “2020] 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. [added: | | | | | | | | | | | | | | |]

[removed: INVITATION HOMES INC.][added: | | | | Invitation Homes Inc. | | | | | | | | | | | | | | | | | | | |]

| [removed: PART I] [added: PART I] | | | |

| Item | 1. | Business | [removed: [6](#s89dca24bba344927877cb3b2b317a699)] [added: [6](#sD413AB98EF645A2BB6A8A19CE8A16AD5)] |

| Item | 1A. | Risk Factors | [removed: [14](#s7E0BF1278B1D52E4B0482DD2F8341903)] [added: [15](#sE866087545845890B1F02E7B18143A41)] |

| Item | 1B. | Unresolved Staff Comments | [removed: [45](#sef2615fc4f834497b3c2e9640415929e)] [added: [44](#sEE2103749CB750D8B26AB68310F22A1C)] |

| Item | 2. | Properties | [removed: [45](#s41538d1e9db44256ace401087a959bab)] [added: [44](#s74B1489BCD7B5AC8B02C9F4170C333D9)] |

| Item | 3. | Legal Proceedings | [removed: [45](#s8B8D45BF8ED450A08DAD082C215D8652)] [added: [45](#s8A9A3E394C91581992D13DE54D037D6E)] |

| Item | 4. | Mine Safety Disclosures | [removed: [45](#s8C16FC5D0D3658649445C939523BEBF1)] [added: [45](#s465C516048045234958546B3CE756CB6)] |

| [removed: PART II] [added: PART II] | | | |

| Item | 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | [removed: [46](#s8f4a8e5805164a74896a01029dcd900e)] [added: [46](#s954BB258D4D0587C873F299F6D6A7353)] |

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

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| OR | | | | | | | | | | | | | | | | | | | | | | |

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| (Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | |

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| Maryland | | | | | | | | | | | | 90-0939055 | | | | | | | | | | |

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

| Dallas, | | | | Texas | | | | | | | | | | | | | | | | | | |

| (Address of principal executive offices) | | | | | | | | | | | | (Zip Code) | | | | | | | | | | |

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| (972) | | | | | | | | | | 421-3600 | | | | | | | | | | | | |

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INVITATION HOMES INC.

| [Exhibit Index](#sF761F3F8503F5ED6842D153EEF692288) | | | |

out and a new resident signs a lease to occupy the same home.

Net effective rental rate growth drives changes in our average monthly rent, making net effective rental rate growth useful to management and external stakeholders as a means of evaluating changes in rental revenues across periods;

| • | “PSF” means per square foot. When comparing homes or cohorts of homes, we believe PSF calculations help management and external stakeholders normalize metrics for differences in property size, enabling more meaningful comparisons based on characteristics other than property size; |

10-K 1 a123118ihinc10kdocument.htm 10-K

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

| | OR | | | |

| | Invitation Homes Inc. (Exact name of registrant as specified in governing instruments) | | | |

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

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

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| Exhibits | | | |

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

The IH Holding Entities were under the common control of Blackstone Real Estate Partners VII L.P., an investment fund sponsored by The Blackstone Group L.P., and its general partner and certain affiliated funds and investment vehicles.

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

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

| • | “PSF” means per square foot; |

[removed: PART II][added: PART II]

[removed: Market Information][added: Market Information]

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

[removed: Holders][added: Holders]

As of February [removed: 25, 2019,] [added: 14, 2020,] there were [removed: 36] [added: 67] holders of record of [removed: our] [added: 541,882,811] shares of [removed: 521,190,091] common stock outstanding.

[removed: Dividends][added: Dividends]

For the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] dividends per share held for the entire year were estimated to be taxable as follows:

| | | [removed: Amount(1)] [added: Amount(1)] | | | | [removed: Percentage] [added: Percentage] | | | [removed: Amount(1)] [added: Amount(1)] | | | | [removed: Percentage] [added: Percentage] | |

| Ordinary income | | $ | [removed: 0.32] [added: 0.23] | | | [removed: 74.0] [added: 45.4] | % | | $ | [removed: 0.04] [added: 0.32] | | | [removed: 17.9] [added: 74.0] | % |

| Capital gains | | [removed: 0.08] [added: 0.22] | | | | [removed: 17.4] [added: 42.7] | % | | [removed: 0.05] [added: 0.08] | | | | [removed: 22.3] [added: 17.4] | % |

| Qualified dividends | | 0.01 | | | | [removed: 2.0] [added: 0.5] | % | | [removed: 0.02] [added: 0.01] | | | | [removed: 8.3] [added: 2.0] | % |

| Unrecaptured Section 1250 gain | | [removed: 0.03] [added: 0.06] | | | | [removed: 6.6] [added: 11.4] | % | | [removed: 0.02] [added: 0.03] | | | | [removed: 9.6] [added: 6.6] | % |

| Return of capital | | — | | | | — | % | | [removed: 0.09] [added: —] | | | | [removed: 41.9] [added: —] | % |

| Total | | $ | [removed: 0.44] [added: 0.52] | | | 100.0 | % | | $ | [removed: 0.22] [added: 0.44] | | | 100.0 | % |

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[removed: ][added: ]

| | | [removed: Cumulative] [added: Cumulative] Total Returns as [removed: of] [added: of] | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | | [removed: February] [added: February] 1, [removed: 2017] [added: 2017] | | | | [removed: June 30, 2017] [added: June 30, 2017] | | | | [removed: December] [added: December] 31, [removed: 2017] [added: 2017] | | | | [removed: June 30, 2018] [added: June 30, 2018] | | | | [removed: December] [added: December] 31, [removed: 2018] [added: 2018] | | | [added: | June 30, 2019 | | | | December 31, 2019 | | |]

| Invitation Homes Inc. | | $ | 100.00 | | | $ | 108.45 | | | $ | 119.02 | | | $ | 117.61 | | | $ | 103.43 | | [added: | $ | 139.19 | | | $ | 157.50 | |]

| S&P 500 Index | | 100.00 | | | | 107.25 | | | | 119.50 | | | | 122.67 | | | | 114.26 | | | [added: | 135.44 | | | | 150.24 | | |]

| MSCI US REIT Index | | 100.00 | | | | 103.99 | | | | 106.43 | | | | 107.70 | | | | 101.56 | | | [added: | 119.61 | | | | 127.80 | | |]

[removed: Repurchases] [added: Repurchases] of Equity [removed: Securities][added: Securities]

We made no repurchases of our common stock during the three months ended December 31, [removed: 2018.][added: 2019.]

| | | 2019 | | | | | | | 2018 | | | | | |

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

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

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

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

Prior to that time, there was no public market for our stock.

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

| | | 2018 | | | | | | | 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 five year period ended December 31, [removed: 2018] [added: 2019] are derived from our audited consolidated financial statements.

Our consolidated balance sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and consolidated statements of operations for each of the years in the three year period ended December 31, [removed: 2018] [added: 2019] are included in Part IV.

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

| [removed: Selected] [added: Selected] Statement of Operations [removed: Data:] [added: Data:] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Rental revenues and other property income | | $ | [removed: 1,722,962] [added: 1,764,685] | | | $ | [removed: 1,054,456] [added: 1,722,962] | | | $ | [removed: 922,587] [added: 1,054,456] | | | $ | [removed: 836,049] [added: 922,587] | | | $ | [removed: 658,722] [added: 836,049] | |

| Total expenses | | [removed: 1,784,615] [added: 1,725,510] | | | | [removed: 1,193,219] [added: 1,784,615] | | | | [removed: 1,017,858] [added: 1,193,219] | | | | [removed: 995,408] [added: 1,017,858] | | | | [removed: 926,357] [added: 995,408] | | |

| Other, net | | [removed: 6,958] [added: 11,600] | | | | [removed: (959] [added: 6,958] | | [removed: )] | | [removed: (1,558] [added: (959] | | ) | | [removed: (3,121] [added: (1,558] | | ) | | [removed: (1,991] [added: (3,121] | | ) |

| Gain [removed: (loss)] on sale of property, net of tax | | [removed: 49,682] [added: 96,336] | | | | [removed: 33,896] [added: 49,682] | | | | [removed: 18,590] [added: 33,896] | | | | [removed: 2,272] [added: 18,590] | | | | [removed: (235] [added: 2,272] | | [removed: )] |

| Net [removed: loss] [added: income (loss)] | | [removed: (5,013] [added: 147,111] | | [removed: )] | | [removed: (105,826] [added: (5,013] | | ) | | [removed: (78,239] [added: (105,826] | | ) | | [removed: (160,208] [added: (78,239] | | ) | | [removed: (269,861] [added: (160,208] | | ) |

| Net [added: (income)] loss attributable to non-controlling interests | | [removed: 86] [added: (1,648] | | [added: )] | | [removed: 489] [added: 86] | | | | [removed: —] [added: 489] | | | | — | | | | — | | |

| Net [removed: loss] [added: income (loss)] attributable to common stockholders | | $ | [removed: (4,927] [added: 145,463] | [removed: )] | | $ | [removed: (105,337] [added: (4,927] | ) | | $ | [removed: (78,239] [added: (105,337] | ) | | $ | [removed: (160,208] [added: (78,239] | ) | | $ | [removed: (269,861] [added: (160,208] | ) |

| | | [removed: For] [added: For] the Year Ended December 31, [removed: 2018] [added: 2019] | | | | [removed: February 1, 2017 through] [added: For the Year Ended] December 31, [removed: 2017(1)] [added: 2018] | | | | [added: February 1, 2017 through December 31, 2017(1)] | | | | | | | | | | |

| Net [removed: loss] [added: income (loss)] available to common stockholders — basic and diluted | | $ | [removed: (5,744] [added: 145,068] | [removed: )] | | $ | [removed: (89,073] [added: (5,744] | ) | | [added: $] | [added: (89,073] | [added: )] | | | | | | | | |

| Weighted average common shares outstanding — basic [removed: and diluted] | | [removed: 520,376,929] [added: 531,235,962] | | | | [removed: 339,423,442] [added: 520,376,929] | | | | [added: 339,423,442] | | | | | | | | | | |

| Net [removed: loss] [added: income (loss)] per common share — basic [removed: and diluted] | | $ | [removed: (0.01] [added: 0.27] | [removed: )] | | $ | [removed: (0.26] [added: (0.01] | ) | | [added: $] | [added: (0.26] | [added: )] | | | | | | | | |

| Dividends declared per common share | | $ | [removed: 0.44] [added: 0.52] | | | $ | [removed: 0.22] [added: 0.44] | | | [added: $] | [added: 0.22] | | | | | | | | | |

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

| [removed: Summary] [added: Summary] Balance Sheet [removed: Data:] [added: Data:] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Investments in single-family residential properties, net | | $ | [removed: 16,686,060] [added: 16,243,192] | | | $ | [removed: 17,312,264] [added: 16,686,060] | | | $ | [removed: 9,002,515] [added: 17,312,264] | | | $ | [removed: 9,052,701] [added: 9,002,515] | | | $ | [removed: 8,488,553] [added: 9,052,701] | |

| Cash and cash equivalents | | [removed: 144,940] [added: 92,258] | | | | [removed: 179,878] [added: 144,940] | | | | [removed: 198,119] [added: 179,878] | | | | [removed: 274,818] [added: 198,119] | | | | [removed: 285,596] [added: 274,818] | | |

| Other assets, net | | [removed: 1,232,428] [added: 1,057,460] | | | | [removed: 1,191,496] [added: 1,232,428] | | | | [removed: 531,717] [added: 1,191,496] | | | | [removed: 469,459] [added: 531,717] | | | | [removed: 425,504] [added: 469,459] | | |

| [removed: Total assets] [added: Total assets] | | $ | [removed: 18,063,428] [added: 17,392,910] | | | $ | [removed: 18,683,638] [added: 18,063,428] | | | $ | [removed: 9,732,351] [added: 18,683,638] | | | $ | [removed: 9,796,978] [added: 9,732,351] | | | $ | [removed: 9,199,653] [added: 9,796,978] | |

| Total debt | | $ | [removed: 9,249,815] [added: 8,467,485] | | | $ | [removed: 9,651,662] [added: 9,249,815] | | | $ | [removed: 7,570,279] [added: 9,651,662] | | | $ | [removed: 7,725,957] [added: 7,570,279] | | | $ | [removed: 6,564,643] [added: 7,725,957] | |

| Other liabilities | | [removed: 444,427] [added: 659,347] | | | | [removed: 382,101] [added: 444,427] | | | | [removed: 204,649] [added: 382,101] | | | | [removed: 183,990] [added: 204,649] | | | | [removed: 178,409] [added: 183,990] | | |

| Total liabilities | | [removed: 9,694,242] [added: 9,126,832] | | | | [removed: 10,033,763] [added: 9,694,242] | | | | [removed: 7,774,928] [added: 10,033,763] | | | | [removed: 7,909,947] [added: 7,774,928] | | | | [removed: 6,743,052] [added: 7,909,947] | | |

| Total equity | | [removed: 8,369,186] [added: 8,266,078] | | | | [removed: 8,649,875] [added: 8,369,186] | | | | [removed: 1,957,423] [added: 8,649,875] | | | | [removed: 1,887,031] [added: 1,957,423] | | | | [removed: 2,456,601] [added: 1,887,031] | | |

| [removed: Total] [added: Total] liabilities and [removed: equity] [added: equity] | | $ | [removed: 18,063,428] [added: 17,392,910] | | | $ | [removed: 18,683,638] [added: 18,063,428] | | | $ | [removed: 9,732,351] [added: 18,683,638] | | | $ | [removed: 9,796,978] [added: 9,732,351] | | | $ | [removed: 9,199,653] [added: 9,796,978] | |

| Weighted average common shares outstanding — diluted | | 532,499,787 | | | | 520,376,929 | | | | 339,423,442 | | | | | | | | | | |

| Net income (loss) per common share — diluted | | $ | 0.27 | | | $ | (0.01 | ) | | $ | (0.26 | ) | | | | | | | | |

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

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

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

[added: 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: 2018.][added: 2019.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2018,] [added: 2019,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

[removed: Changes] [added: Changes] in Internal [removed: Control][added: Control]

[removed: Management's] [added: Management's] Annual Report on Internal Control over Financial [removed: Reporting][added: Reporting]

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: 2018.][added: 2019.]

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: 2018] [added: 2019] to accomplish their objectives at the reasonable assurance level.

Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinion on Internal] [added: Opinion on Internal] Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal Control — Integrated] [added: *Internal Control*—*Integrated] Framework [removed: (2013)] [added: (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, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal Control — Integrated] [added: *Internal Control*—*Integrated] Framework [removed: (2013)] [added: (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, [removed: 2018] [added: 2019] of the Company and our report dated February [removed: 27, 2019] [added: 19, 2020] expressed an unqualified opinion on those financial statements.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

February 19, 2020

Any controls and

February 27, 2019

[removed: PART III][added: PART III]

The information required by this Item is incorporated by reference from the Company’s [removed: 2019] [added: 2020] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2019] [added: 2020] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information required by this Item is incorporated from reference to the Company’s [removed: 2019] [added: 2020] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2019] [added: 2020] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2019] [added: 2020] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

[removed: PART IV][added: PART IV]

| [removed: Invitation] [added: Invitation] Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and for the three years in the period ended December 31, [removed: 2018] [added: 2019] | |

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | [removed: [F-1](#s271f264d1af14dffb6dddb3132f5cde5)] [added: [F-1](#sD12AE698BEAA5EA7B79642DC4269CAA2)] |

| Consolidated Balance Sheets | [removed: [F-2](#s90727877CE575CF582C02D1F175F979F)] [added: [F-4](#sD50DD76533DA51DB82AFA606DFEB70D3)] |

| Consolidated Statements of Operations | [removed: [F-3](#s6CF213697C3350B9A1BFC8FE3388F159)] [added: [F-5](#s63CA9AF972A85C01AE48B382A8746888)] |

| Consolidated Statements of Other Comprehensive Loss | [removed: [F-4](#sE91202D6C522545882EA2654A6D4F254)] [added: [F-6](#sE71429FD48945D9EB17345F88613A09E)] |

| Consolidated Statements of Equity | [removed: [F-5](#s50F768C95083599686443BDF15C88FF4)] [added: [F-7](#s3FDFE4BB11F65C4D8D00F7D724EF3C64)] |

| Consolidated Statements of Cash Flows | [removed: [F-6](#s4D0308DDEAA85C81BC33BD396C732BAA)] [added: [F-8](#sB9BB6D33C49E5BCC822BBED5631D6ED0)] |

| Notes to Consolidated Financial Statements | [removed: [F-8](#sF05264D831A35AD9A0D119E00A52D1A0)] [added: [F-10](#s6247BC999D1F5D7DBD49B7C5C584BFCC)] |

| [removed: Invitation] [added: Invitation] Homes Inc. as of December 31, [removed: 2018] [added: 2019] and for the three years in the period ended December 31, [removed: 2018] [added: 2019] | |

| Schedule III Real Estate and Accumulated Depreciation | [removed: [F-46](#sf7c26e02fe6e4ee0af97de40efc64da8)] [added: [F-45](#sCFDECA9283F25472984848C800AF5853)] |

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

| [removed: Exhibit number] [added: Exhibit number] | | [removed: Description] [added: Description] |

| 4.1 | | [Indenture, dated as of [removed: July 7, 2014, among] [added: January 10, 2017, between] Starwood Waypoint [removed: Residential Trust] [added: Homes] and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed [removed: July 8, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514262143/d753070dex41.htm)] [added: January 10, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017000275/sfr-ex41_7.htm)] |

| 4.2 | | [Form of [removed: 3.00%] [added: 3.50%] Convertible Senior Notes due [removed: 2019] [added: 2022] (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed [removed: July 8, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514262143/d753070dex41.htm)] [added: January 10, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017000275/sfr-ex41_7.htm)] |

| [removed: 4.4] [added: 4.3] | | [removed: [Second] [added: [First] Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex41.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517348234/d494074dex42.htm)] |

| [removed: 4.5] [added: 10.60] | | [removed: [Indenture,] [added: [Securities Purchase Agreement,] dated as of [removed: January 10,] [added: June 5,] 2017, between [removed: Starwood Waypoint Homes] [added: Waypoint/GI Venture, LLC] and [removed: Wilmington Trust, National Association, as trustee] [added: CSH Property Three, LLC] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] of [added: the] SWH’s Current Report on Form 8-K (File No. 1-36163) filed [removed: January 10, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017000275/sfr-ex41_7.htm)] [added: June 5, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000119312517194589/d378470dex101.htm)] |

| 10.26 | | [Loan Agreement, dated as of [removed: September 29, 2017,] [added: June 7, 2019,] between [removed: SWH 2017-1 Borrower,] [added: 2019-1 IH Borrower] LP, as Borrower, and [removed: German American Capital Corporation,] [added: Rothesay Life PLC,] as Lender (incorporated by reference to Exhibit 10.1 [removed: of SWH’s] [added: to the Company’s] Current Report on Form 8-K (File No. [removed: 1-36163)] [added: 1-38004)] filed [removed: September 29, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000156459017019104/sfr-ex101_51.htm)] [added: on June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000037/exhibit20191.htm)] |

| [removed: 10.45] [added: 10.47] | | [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) |

| [removed: 10.46] [added: 10.48] | | [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) |

| [removed: 10.47] [added: 10.49] | | [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) |

| [removed: 10.48] [added: 10.50] | | [Separation Agreement dated January 16, 2019, by and between the Company and Mr. Frederick C. Tuomi. [removed: †](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118exhibit1048ceosepar.htm)] [added: (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 1-38004) filed February 28, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118exhibit1048ceosepar.htm)] |

| [removed: 10.49] [added: 10.51] | | [Form of Award Notice and Restricted Stock Unit Agreement (2018 Supplemental Bonus Award) (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 1-38004) filed March 29, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit10412018supplementa.htm) |

| [removed: 10.50] [added: 10.52] | | [Colony Starwood Homes Equity Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-221617) filed on November 16, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517345648/d483388dex43.htm) |

| [removed: 10.51] [added: 10.53] | | [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) |

| [removed: 10.52] [added: 10.54] | | [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) |

| [removed: 10.53] [added: 10.55] | | [Invitation Homes Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 1-38004) filed March 29, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000018/exhibit1047executivesevera.htm) |

| [removed: 10.54] [added: 10.56] | | [Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed March 13, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000110465914019325/a14-8066_1ex10d1.htm) |

| [removed: 10.55] [added: 10.57] | | [Amendment No. 1, dated June 26, 2014, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed June 30, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514254418/d749728dex101.htm) |

| [removed: 10.56] [added: 10.58] | | [Amendment No. 3, dated September 1, 2015, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed September 4, 2015).](http://www.sec.gov/Archives/edgar/data/1579471/000119312515313160/d69162dex101.htm) |

| [removed: 10.57] [added: 10.59] | | [Amended and Restated Limited Partnership Agreement of PrimeStar Fund I, L.P., dated as of December 16, 2014 and Effective as of March 1, 2014 (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed December 22, 2014).](http://www.sec.gov/Archives/edgar/data/1579471/000119312514450868/d841766dex101.htm) |

| 21.1 | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/ye-18exhibit211subsidiarie.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit211.htm)] |

| 23.1 | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/ye-18exhibit231consentofin.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit231.htm)] |

| 31.1 | | [Certificate of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 302 of the [removed: Sarbanes­Oxley] [added: Sarbanes-Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118ceocert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119ceocert311.htm)] |

| 31.2 | | [Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118cfocert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119cfocert312.htm)] |

| 32.1 | | [Certificate of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118exhibit321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit321.htm)] |

| 32.2 | | [Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118exhibit322.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit322.htm)] |

| 101.SCH | | [added: Inline] XBRL Taxonomy Extension Schema Document. |

| 101.CAL | | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase Document. |

| 101.DEF | | [added: Inline] XBRL Taxonomy Extension Definition Linkbase Document. |

| 101.LAB | | [added: Inline] XBRL Taxonomy Extension Label Linkbase Document. |

| 4.4 | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit44.htm) |

| Exhibit number | | Description |

| Exhibit number | | Description |

| Exhibit number | | Description |

| Exhibit number | | Description |

| 10.45 | | [Form of Award Notice and Restricted Stock Unit Agreement (2019 LTIP Equity Award) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on May 7, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000031/a0331192019annualltipaward.htm) |

| 10.46 | | [2019 Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on July 31, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000044/a0630192019oppunits.htm) |

| Exhibit number | | Description |

| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |

| 104 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

| | | |

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

| 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) |

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

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

| 10.58 | | [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) |

| 101.INS | | XBRL Instance Document. |

[removed: SIGNATURES][added: SIGNATURES]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the [removed: 27th] [added: 19th] day of February [removed: 2019.][added: 2020.]

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: 27th] [added: 19th] day of February [removed: 2019.][added: 2020.]

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] |

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying [added: consolidated] balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2018 and 2017,] [added: 2019] and [added: 2018,] the related [added: consolidated] statements of operations, other comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and the [removed: financial statement] schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal Control — Integrated] [added: *Internal Control*—*Integrated] Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 27, 2019,] [added: 19, 2020,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: 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.

[added: | Q1-2019 | |] February [removed: 27,] [added: 13,] 2019 [added: | | 0.13 | | | | February 28, 2019 | | 67,965 | | |]

[removed: INVITATION] [added: INVITATION] HOMES [removed: INC.][added: INC.]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

[removed: As] [added: As] of December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

[removed: (in] [added: (in] thousands, except shares and per share [removed: data)][added: data)]

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | [added: | 2017 | | |]

| [removed: Assets:] [added: Assets:] | | | | | | | | |

| Land | | $ | [removed: 4,561,441] [added: 4,499,346] | | | $ | [removed: 4,646,917] [added: 4,561,441] | |

| Building and improvements | | [removed: 13,668,533] [added: 13,747,818] | | | | [removed: 13,740,981] [added: 13,668,533] | | |

| [added: Balance at beginning of period] | | [added: $ |] 18,229,974 | | | [added: $] | 18,387,898 | | | [added: $ | 9,794,845 | |]

| Less: accumulated depreciation | | [removed: (1,543,914] [added: (2,003,972] | | ) | | [removed: (1,075,634] [added: (1,543,914] | | ) |

| Investments in single-family residential properties, net | | [removed: 16,686,060] [added: 16,243,192] | | | | [removed: 17,312,264] [added: 16,686,060] | | |

| Cash and cash equivalents | | [removed: 144,940] [added: 92,258] | | | | [removed: 179,878] [added: 144,940] | | |

| Restricted cash | | [removed: 215,051] [added: 193,987] | | | | [removed: 236,684] [added: 215,051] | | |

| Other assets, net | | [removed: 759,170] [added: 605,266] | | | | [removed: 696,605] [added: 759,170] | | |

| [removed: Total assets] [added: Total assets] | | $ | [removed: 18,063,428] [added: 17,392,910] | | | $ | [removed: 18,683,638] [added: 18,063,428] | |