Invitation Homes (INVH) 10-K risk factor changes: FY2020 vs FY2019

Our operating results are subject to risks generally incident to the ownership and rental of residential real estate, [added: in] many [added: cases heightened as a result] of [added: the impact of the COVID-19 pandemic (see “— Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic”), many of] which are beyond our control, including, without limitation:

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

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

[removed: | • |] [added: -] declines in the value of residential real estate; [removed: |]

[removed: | • |] [added: -] overall conditions in the housing market, including: [removed: |]

[removed: | • |] [added: -] macroeconomic shifts in demand for rental homes; [removed: |]

[removed: | • |] [added: -] inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all; [removed: |]

[removed: | • |] [added: -] failure of residents to pay rent when due or otherwise perform their lease obligations; [removed: |]

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

[removed: | • |] [added: -] uninsured damages; and [removed: |]

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

[removed: | • |] [added: -] level of competition for suitable rental homes; [removed: |]

[removed: | • |] [added: -] terms and conditions of purchase contracts; [removed: |]

[removed: | • |] [added: -] costs and time period required to convert acquisitions to rental homes; [removed: |]

[removed: | • |] [added: -] changes in interest rates and availability of financing that may render the acquisition of any homes difficult or unattractive; [removed: |]

[removed: | • | changes in laws, including those that increase operating expenses or limit our ability to increase rental 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: |]

[removed: | • |] [added: -] the impact of potential reforms relating to government-sponsored enterprises involved in the home finance and mortgage markets; [removed: |]

[removed: | • |] [added: -] rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or deter the purchase of single-family properties by entities owned or controlled by institutional investors; [removed: |]

[removed: | • |] [added: -] disputes and potential negative publicity in connection with eviction proceedings; [removed: |]

[removed: | • |] [added: -] construction of new supply; [removed: |]

[removed: | • |] [added: -] costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold; [removed: |]

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

[removed: | • |] [added: -] undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations; [removed: |]

[removed: | • |] [added: -] casualty or condemnation losses; [removed: |]

[removed: | • |] [added: -] the geographic mix of our properties; [removed: |]

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

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

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

[removed: | • |] [added: -] economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general; [removed: |]

[removed: | • |] [added: -] our ability to maintain high occupancy rates and target rent levels; [removed: |]

[removed: | • |] [added: -] the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy; [removed: |]

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

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

[removed: | • |] [added: -] judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates; [removed: |]

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

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

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of [removed: approximately] [added: over] 80,000 homes as of December 31, [removed: 2019.][added: 2020.]

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

[removed: | • |] [added: -] identify and supervise a number of suitable third parties on which we rely to provide certain services outside of property management to our properties; [removed: |]

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

Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

Moreover, many risk factors set forth in this Annual Report on Form 10-K have been heightened as a result of the impact of the COVID-19 pandemic.

Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic.

Pandemics, such as the current COVID-19 pandemic, and outbreaks of infectious disease may adversely impact our business, results of operations, financial condition, and cash flows.

The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the Federal government as well as certain states and cities, including those in which we own properties and where our principal places of business are located, to impose and continue to implement measures intended to control the spread of COVID-19, including instituting quarantines, restrictions on travel, “shelter in place” rules, and restrictions on types of business that may continue to operate.

We depend on rental revenues and other property income from residents for substantially all of our revenues.

The COVID-19 outbreak, as well as continuing measures taken by governmental authorities and private actors to limit the spread of this virus or mitigate its impact, are interfering with the ability of some of our residents to meet their lease obligations and make their rent payments on time or at all.

In addition, entities directed by, or notionally affiliated with, the Federal government as well as some state and local jurisdictions across the United States, have imposed temporary eviction moratoriums if certain criteria are met by residents, are allowing residents to defer missed rent payments without incurring late fees, and are prohibiting rent increases.

Jurisdictions and other local and national authorities may expand or extend measures imposing restrictions on our ability to enforce residents’ contractual rental obligations and limiting our ability to increase rents.

While such measures are likely to enable residents to stay in their homes despite an inability to pay because of financial or other hardship stemming from the pandemic, they are likely to continue to result in loss of rental income and other property income.

We cannot predict if states, municipalities, local, and/or national authorities will expand existing restrictions, if additional states or municipalities will implement similar restrictions, or when restrictions currently in place will expire.

Additionally, COVID-19 and related containment measures may also continue to interfere with the ability of our associates, suppliers, and other business partners to carry out their assigned tasks or supply materials, services, or funding (in the case of our Revolving Facility (see definition in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”)) at ordinary levels of performance relative to the conduct of our business.

Business continuity and disaster recovery issues which may result from the current COVID-19 pandemic or any future pandemic could materially interrupt our business operations.

In accordance with phased re-opening guidelines and the ongoing spread of COVID-19 cases in certain states where we operate, the majority of our associates based at our headquarters and local offices continue working remotely.

An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including, but not limited to cybersecurity risks, and impair our ability to manage our business.

A significant outbreak of infectious disease in the human population or pandemic may result, and the COVID-19 pandemic has resulted, in a widespread health crisis adversely affecting the economies and financial markets of many countries, resulting in an economic downturn that could negatively affect our business, results of operations, and financial condition.

The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate our business and on our financial condition, results of operations and cash flows due to, among other factors:

- demand for single-family rental properties decreasing substantially and/or occupancy decreasing materially;

- inability of our residents to meet their lease obligations has reduced and may continue to reduce our cash flows, and the resulting impact on rental and other property income could impact our ability to make all required debt service payments and to continue paying dividends to our stockholders at expected levels or at all.

For example, our securitized financings require that monthly cash collections from their respective property collateral pools be controlled by the servicer until monthly debt service payments and property management fees are paid and escrow reserves are funded.

So long as we remain in compliance with certain covenants contained in the underlying loan agreements, after such monthly payments are made the servicer releases all residual net cash flow to us.

This residual net cash flow represents a material portion of our cash flows.

If the property collateral pools experience higher rates of resident defaults or delinquencies, these covenants may not be achieved.

This would result in the servicer holding all residual net cash flow from any collateral pool that does not meet the covenant requirements, net of a monthly funding to us for budgeted operating expenses, in blocked collateral accounts for the benefit of the securitized lender rather than being made available to us.

Our lack of access to the net cash flow from securitized collateral pools could have a material adverse effect on our business, results of operations and financial condition;

- a general decline in business activity and demand for real estate transactions could adversely affect (1) our ability to acquire or dispose of single-family homes on terms that are attractive or at all and (2) the value of our homes and our business such that we may recognize impairment on the carrying value of our investments in single-family residential properties and other assets subject to impairment review, including, but not limited to, goodwill;

- difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a severe disruption of, and/or instability in, the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, including acquisitions, or address maturing liabilities on a timely basis;

- the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our Credit Facility (see definition in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”) and other debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Facility or to exercise extension options on our mortgage loans and our Credit Facility;

- a deterioration in our ability to operate in affected areas or delays in the supply of products or services by vendors that are needed for our efficient operations; and

- the potential negative consequences for the health of our associates, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

The extent to which the COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, severity, and duration of the pandemic, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability of an effective vaccine and therapeutic drugs and the effectiveness of the distribution of any such vaccines and therapeutic drugs, and the direct and indirect economic effects of the pandemic, containment measures, monetary and/or fiscal policies implemented to provide support or relief to businesses and/or residents, and other government, regulatory, and/or legislative changes precipitated by the COVID-19 pandemic, among others.

The ongoing development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic.

Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

- changes in laws, including those that increase operating expenses or limit our ability to increase rental rates.

The COVID-19 pandemic, or a future pandemic, could also result in demand for single-family rental properties decreasing substantially and/or occupancy decreasing materially.

See “— Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic.”

Additionally, a significant outbreak of infectious disease in the human population or pandemic may result, and the COVID-19 pandemic has resulted, in a widespread health crisis adversely affecting the economies and financial markets of many countries, resulting in an economic downturn that could negatively affect our business, results of operations, and financial condition.

| | |

| --- | --- |

If we are

Many of these competitors may successfully

could adversely affect our results of operations and cash flows.

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

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

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

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.

Revenue Code of 1986, as amended (the “Code”), or dispose of our properties through a taxable REIT subsidiary (“TRS”), in which case we will incur corporate level tax on any net gains from such dispositions.

We may have failed to uncover all liabilities of Legacy SWH business through the due diligence process prior to the Mergers, exposing us to potentially large, unanticipated costs.

Prior to completing the Mergers, we performed certain due diligence reviews of the Legacy SWH business.

In view of timing and other considerations relevant to successfully achieving the closing of the Mergers, our due diligence reviews were necessarily limited in nature and may not adequately have uncovered all of the contingent or undisclosed liabilities we may incur as a consequence of the Mergers.

Any such liabilities could cause us to experience potentially significant losses, which could materially adversely affect our business, results of operations and financial condition.

securing the portfolio.

If the repayment of the related indebtedness were to be

If we are unable to maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock may be negatively affected.

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

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

If we identify material weaknesses in our internal controls over financial reporting, or if we are unable to assert that our internal controls over financial reporting are effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the New York Stock Exchange (“NYSE”), the SEC, or other regulatory authorities, which could require additional financial and management resources.

Our board of directors may change significant corporate policies without stockholder approval.

Our investment, financing, borrowing, and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization, and operations, are determined by our board of directors.

These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders.

Our charter also provides that our board of directors may revoke or otherwise terminate our REIT election without approval of our stockholders if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements.

A change in these policies or the termination of our REIT election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock, and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

federal income tax on the portion of such gain attributable to such C corporations at the highest corporate tax rates to the extent of the excess of the fair market value of such assets on the date that we acquired those assets over the adjusted tax basis of such assets on such date, which are referred to as built-in gains.

distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the stock included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed.

Risks Related to Ownership of Our Common Stock

common stock as to distributions.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations.

This market volatility, as well as general economic, market, or political conditions, could reduce the market price of stock without regard to our operating performance.

For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates.

One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments.

An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments.

Item [removed: 6.][added: 9A.]

[removed: “Business,”] [added: “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.]

*For similar operating and financial data and discussion of our year ended December 31, [removed: 2018] [added: 2019] results compared to our year ended December 31, [removed: 2017] [added: 2018] results, refer to Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on [removed: Form 10-K] [added: Form10 K] which was filed with the SEC on February [removed: 28, 2019] [added: 19, 2020] (the [removed: “2018] [added: “2019] 10-K”).

The sections entitled “Result of Operations — Year Ended December 31, [removed: 2018] [added: 2019] Compared to Year Ended December 31, [removed: 2017”] [added: 2018”] and “Cash Flows — Year Ended December 31, [removed: 2018] [added: 2019] Compared to Year Ended December 31, [removed: 2017”] [added: 2018”] in Part II.

“Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our* [removed: [*2018 10-K*](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000014/a123118ihinc10kdocument.htm#sB0B68995B3605F92B12E97D85FA02CBB)] [added: *[201](http://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722920000004/a12312019ihinc10kdocum.htm#s78F837C2708A5CBC8E272FB2C40F10BD)[9](http://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722920000004/a12312019ihinc10kdocum.htm#s78F837C2708A5CBC8E272FB2C40F10BD) [](http://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722920000004/a12312019ihinc10kdocum.htm#s78F837C2708A5CBC8E272FB2C40F10BD)[10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722920000004/a12312019ihinc10kdocum.htm#s78F837C2708A5CBC8E272FB2C40F10BD)*] *are incorporated herein by reference.*

*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.*]

With [removed: approximately] [added: over] 80,000 homes for lease in 16 markets across the country as of December 31, [removed: 2019,] [added: 2020,] 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.

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

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

The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, [removed: 2019] [added: 2020] as noted below:

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

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

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

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

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

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

| Announced Market-in-Exit: | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: | (1) | As of] December 31, 2019. [removed: |]

[removed: | (2) | Represents] [added: (2)Represents] average occupancy for the year ended December 31, [removed: 2019. |][added: 2020.]

[removed: | (3) | Represents] [added: (3)Represents] average monthly rent for the year ended December 31, [removed: 2019. |][added: 2020.]

[removed: | (4) | Represents] [added: (4)Represents] the percentage of rental revenues and other property income generated in each market for the year ended December 31, [removed: 2019. |][added: 2020.]

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

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: 70.5%] [added: 71.3%] of our rental revenues and other property income during the year ended December 31, [removed: 2019.][added: 2020.]

Our operating results are also impacted by the amount of time it takes to market and lease a [removed: property.][added: property, which is a component of the number of days a home is unoccupied between residents.]

The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques, the size of our available inventory, [added: and both current] economic [removed: conditions,] [added: conditions] and [added: future] economic [removed: outlook.][added: outlook, both of which are impacted by the ongoing COVID-19 pandemic.]

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

The time to renovate a newly acquired property can vary significantly among homes for several reasons, including the property’s acquisition channel, the condition of the property, [removed: and] whether the property was vacant when [removed: acquired.][added: acquired, and whether there are any state or local restrictions on our ability to complete renovations as an essential business function.]

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

Rental revenues, net of any concessions and [added: bad debt (including write-offs, credit reserves, and] uncollectible [removed: amounts,] [added: amounts),] consist of rents collected under lease agreements related to our single-family homes for lease.

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; [removed: and] (iii) [added: revenues from ancillary services such as smart homes and HVAC replacement filters; and (iv)] various other fees, including late [removed: fees and] [added: fees,] lease termination fees, among others.

Once a property is available for its initial lease, which we refer to as “rent-ready,” we incur ongoing property-related expenses, which consist primarily of property taxes, insurance, HOA fees (when applicable), market-level personnel [removed: expenses, utility expenses, repairs and maintenance, leasing costs, marketing expenses, and property administration.]

Once a property is “rent-ready,” expenditures for ordinary [removed: maintenance and] repairs [added: and maintenance] thereafter are expensed as incurred, and we capitalize expenditures that improve or extend the life of a home.

Property management expense represents personnel and other costs associated with the oversight and management of our portfolio of [removed: homes.][added: homes, including those within our unconsolidated joint ventures.]

General and administrative expense also includes merger and transaction-related [removed: expenses] [added: expenses, among other things,] that are of a non-recurring nature.

We issue share-based awards to align [removed: our employees’] [added: the] interests [added: of our associates] with those of our investors.

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

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

Other, net includes interest income, [removed: third party] [added: asset and property] management fee income, [removed: equity in earnings] [added: income (loss)] from [removed: an] [added: investments in] unconsolidated joint [removed: venture, unrealized gains from an investment in equity securities,] [added: ventures,] and other miscellaneous income and expenses.

Year [removed: Ended December] [added: Ended December] 31, [removed: 2019 Compared] [added: 2019 Compared] to Year [removed: Ended December] [added: Ended December] 31, 2018

The in-fill locations and high quality of our homes and service further differentiate our resident experience, which we continue to refine.

COVID-19

The ongoing COVID-19 pandemic has had a significant adverse impact on global and United States economic activity and has contributed to significant volatility and disruption in financial markets.

The ultimate impacts remain unknown, but could include the potential worsening of global and United States economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending, and the market for acquisition and disposition of single-family homes, as well as other unanticipated consequences.

As such, we are closely monitoring the impact of the ongoing COVID-19 pandemic on all aspects of our business, including operating, investment management, and capital markets activities.

With the safety and well-being of our residents and associates being our highest priority, we continue to follow protocols that enable teams to safely continue providing outstanding service to residents.

The safety and service measures currently in place include: (1) creating and implementing a safety training program for all associates; (2) maintaining a three-month supply of masks, gloves, shoe covers, and hand sanitizer for field teams; (3) continuing to leverage self-show and virtual-tour technology as both safety measures and competitive advantages; (4) adhering to strict safety protocols for maintenance service trips; and (5) adapting to offer virtual options for resident move-in orientations and pre-move-out visits.

Neither these procedural adjustments nor the overall impact of the COVID-19 pandemic created significant disruptions to our business model during the year ended December 31, 2020.

However, the pandemic did impact our business, including operating, investment management, and capital markets activities as more fully described below.

Operations

The direct impacts on our results of operations and key operating metrics from the effects of the COVID-19 pandemic include, but are not limited to: (1) a decrease in gross rental revenues and other property income (before concessions and bad debt) due to jurisdictional restrictions on rent increases and late fees and/or forgiveness of late fees for residents who have requested leniency; (2) an increase in occupancy due to lower turnover partially driven by residents’ decisions not to relocate during the pandemic, strong demand for homes that become vacant, and the impact of eviction moratoriums; (3) an increase in uncollectible revenues (or decline in rent collections percentages) due to resident hardships and eviction moratoriums; and (4) a decrease in property operating and maintenance expenses for turnover costs (lower turnover rates) and property administrative fees (eviction moratoriums).

In March 2020, to act on our core values of "Genuine Care" and "Standout Citizenship," we began to offer solutions for residents experiencing financial hardship when requested, including the ongoing creation of payment plans, without late fees, for residents requiring flexibility to meet rental obligations over time.

Additionally, we continue to adhere to federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the Federal government as well as certain states and cities, including those in which we own properties and where our principal places of business are located, to impose and continue to implement measures intended to control the spread of COVID-19, including instituting quarantines, restrictions on travel, “shelter in place” rules, and restrictions on types of business that may continue to operate.

We depend on rental revenues and other property income from residents for substantially all of our revenues.

Overall revenue collections as a percentage of monthly billings was 96% for the period from April 2020 through December 2020, compared to a historical average of 99%.

While collection of revenues has remained near historical levels thus far through the pandemic, the COVID-19 outbreak, as well as continuing measures taken by governmental authorities and private actors to limit the spread of this virus or mitigate its impact, are interfering with the ability of some of our residents to meet their lease obligations and make their rent payments on time or at all.

In addition, entities directed by, or notionally affiliated with, the Federal government as well as some state and local jurisdictions across the United States, have imposed temporary eviction moratoriums if certain criteria are met by residents, are allowing residents to defer missed rent payments without incurring late fees, and are prohibiting rent increases.

Jurisdictions and other local and national authorities may expand or extend measures imposing restrictions on our ability to enforce residents’ contractual rental obligations and limiting our ability to increase rents.

We cannot predict if states, municipalities, local, and/or national authorities will expand existing restrictions, if additional states or municipalities will implement similar restrictions, or when restrictions currently in place will expire.

Such measures are likely to enable residents to stay in their homes despite an inability to pay because of financial or other hardship stemming from the pandemic.

Certain other restrictions imposed by jurisdictions across the United States are intended to limit operations by businesses not deemed “essential businesses.” While none of the current restrictions have materially impacted our ability to provide services to our residents or homes, future measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents.

Unless the residents report symptoms of or exposure to COVID-19, we are completing all service calls.

In all cases, we work with the residents to ensure service requests are addressed in a timely and safe manner.

While COVID-19 and related containment measures may interfere with the ability of our associates, suppliers, and other business partners to carry out their assigned tasks or to supply materials and services at ordinary levels of performance relative to the conduct of our business in the future, to date we have not experienced significant disruptions of these types.

The majority of our office-based associates continue to work from home and will do so until we determine it is in our and their best interests to fully return to our offices.

Additionally, changes to the working environment have not had a material effect on our internal controls over financial reporting since the pandemic began (see Part II.

“Controls and Procedures” for additional information).

Investment Management

We continue to successfully source and effectuate compelling acquisition and disposition opportunities.

Since the pandemic began, we have continued to sell homes identified for disposition.

We are also now acquiring new homes at a pre-COVID-19 pace after pausing activity from mid-March through May and entered into a joint venture partnership with Rockpoint Group, L.L.C. (“Rockpoint”).

Despite this recent activity, our ability to acquire or dispose of properties could be impaired by local rules and ordinances that could be put in place to mitigate the impact of the COVID-19 pandemic, and a general decline in economic and business activity could adversely affect the single-family residential housing market and our ability to acquire and dispose of homes.

*Joint Venture with Rockpoint*

On October 6, 2020, we entered into an agreement with Rockpoint to form a joint venture partnership to acquire single-family homes to operate as rental residences.

The joint venture will be capitalized with a total equity commitment of $375.0 million, of which $75.0 million (20%) has been committed by us and $300.0 million (80%) has been committed by Rockpoint.

A total of over $1.0 billion (including debt) is expected to be deployed by the joint venture to acquire and renovate single-family homes in attractive locations in markets within the Western United States, Southeast United States, Florida, and Texas, where we already own homes.

The homes are expected to be of similarly high quality and similar characteristics to the homes in our existing portfolio.

We will provide asset and property management services to the joint venture, for which we will earn asset management and property management fees, and we have the opportunity to earn a promoted interest subject to certain performance thresholds.

The joint venture is anticipated to have a five to eight year term, with certain sale rights in favor of each member, but has the flexibility to continue owning homes for an unlimited period of time if neither member triggers a sale.

“Selected Financial Data,” Part I.

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

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

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

| 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 | % |

| 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 | % |

| | |

| --- | --- |

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

We believe these supply and demand fundamentals have driven favorable rental rate growth and home price appreciation for our Western United States and Florida markets in recent periods, and we expect these trends to continue in the near to intermediate term.

We also assumed share-based awards in connection with the Mergers.

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

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

| Total expenses | | 1,725,510 | | | | 1,784,615 | | | | (59,105 | | ) | | (3.3 | )% |

| Net income (loss) | | $ | 147,111 | | | $ | (5,013 | ) | | $ | 152,124 | | | N/M | |

a subsequent lease term, or new leases, where our previous resident moves out and a new resident signs a lease to occupy the same home.

The increase in other property income during the year ended December 31, 2019 was driven by utilities reimbursements, which increased as more utilities remained in our name compared to prior year.

Additionally, the terms of new leases require residents to reimburse us for those costs.

As of December 31, [removed: 2019,] [added: 2020,] our outstanding variable-rate debt was comprised of borrowings on our mortgage loans of [removed: $5,270.9] [added: $3,837.3] million and Term Loan Facility of [removed: $1,500.0 million,] [added: $2,500.0 million] for a combined total of [removed: $6,770.9] [added: $6,337.3] million.

We effectively converted [removed: 96.3%] [added: 91.0%] 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 [removed: or decrease] of [removed: $2.5 million.][added: $5.7 million or $15.8 million, respectively.]

A 100 bps decrease in LIBOR results in a negative LIBOR rate and additional interest expense for us.

Our variable rate loan agreements contain LIBOR floors, and there is no reciprocal feature in our interest rate swap agreements.

With [removed: approximately] [added: over] 80,000 homes for lease in 16 markets across the country as of December 31, [removed: 2019,] [added: 2020,] 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.

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

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

[removed: | • | *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. [removed: 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 presence and 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. [removed: 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, centralized 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. [removed: |]

[added: We believe the] advantages of our integrated acquisition platform and local market expertise have driven the quality of our existing portfolio of [removed: 79,505] [added: 80,177] homes as of December 31, [removed: 2019.][added: 2020.]

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

Our disciplined investment strategy and local, in-market approach have given us scale and density of homes in desirable neighborhoods, enabling us to execute [removed: demographic and geo-targeted digital advertising.][added: cost-effective advertising, targeting potential residents whose online behaviors indicate interest in these neighborhoods.]

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

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

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

At the time of the post move-in maintenance visit approximately 45 days after [removed: move-in,] [added: move-in (sometimes virtual due to the ongoing pandemic),] our in-house property maintenance personnel will address any non-emergency service needs the resident has noted.

The GPCA requires our in-house property maintenance personnel to assess and document interior and exterior [removed: condition,] [added: conditions,] whether the resident is adhering to the terms of their lease, as well as any potential safety hazards or potential causes of damage that could result in us incurring significant maintenance costs if left unaddressed.

[removed: Our markets were generally selected through a robust process utilizing an analysis of housing and] rental market supply and demand fundamentals, macroeconomic and demographic trends, and risk-adjusted total return potential.

We believe the significant local density of our portfolio, which averages approximately 5,000 homes per market as of December 31, [removed: 2019,] [added: 2020,] allows us to selectively sell properties without sacrificing the operating efficiency of our concentrated scale.

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

[removed: Corporate] [added: Sustainability and corporate] social responsibility [removed: is] [added: are] vitally important to who we are as a company.

[removed: Our Corporate Social Responsibility Policy is posted on our website and applies] [added: These policies apply] to all activities undertaken by or on behalf of Invitation Homes anywhere we operate.

[removed: This policy encompasses] [added: Among other things, these policies encompass] areas of community and associate engagement, [added: diversity and inclusion,] human rights, corporate governance and ethics, and environmental initiatives that reflect existing and emerging standards of corporate social responsibility.

[removed: Residents][added: *Residents*]

We strive to provide our residents with a worry-free leasing lifestyle through service that includes welcoming them with an in-person home orientation at move-in, making their lives easier with our Smart Home technology offering, and providing 24/7 maintenance combined with our best-in-class ProCare property management [added: service] platform.

From our focus on [removed: health] [added: associates’ wellbeing, health,] and safety to our support for a diverse and inclusive culture, we treat each other fairly and act with honesty, integrity, and respect.

We [removed: believe] passionately [added: believe] that diverse and inclusive companies make for more innovative, engaged, and happy teams.

Our organization [removed: makes it a priority to celebrate] [added: celebrates] diversity and [removed: cultivate] [added: cultivates] a culture of inclusion.

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

[removed: This code] [added: The Code of Conduct] helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions.

[removed: Communities][added: *Communities*]

As of December 31, [removed: 2019,] [added: 2020,] we and our predecessors have invested approximately [removed: $2.3] [added: $2.4] billion in the upfront renovation of homes in our portfolio.

We invested approximately [removed: $38,000] [added: $39,000] per home for upfront renovations completed during the year ended December 31, [removed: 2019.][added: 2020.]

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

We believe that these investments benefit our communities by creating jobs, enhancing neighborhood appearance and [removed: liveability,] [added: livability,] and improving the overall quality of life for our residents and their neighbors.

Protecting the environment is critically important to us, and our [removed: sustainability] [added: corporate responsibility] initiatives help limit the [added: company’s] carbon [removed: footprints] [added: footprint] and [removed: overall] [added: the] environmental impact of our homes.

We [removed: also encourage] [added: believe in empowering] our associates to [removed: be good neighbors] [added: make an impact] in [removed: their local] [added: the] communities [added: where they work and reside] by partnering with local organizations to provide support to those in need.

In addition, each year Invitation Homes associates receive 20 hours of paid time [removed: off] to volunteer in their communities and help their local neighbors.

On January 31, 2017, [removed: certain Pre-IPO Transactions were] [added: we] effected [added: certain reorganization transactions] that resulted in INVH LP holding, directly or indirectly, all of the assets, liabilities, and results of operations of the Manager and the full portfolio of homes held by the IH Holding Entities.

As a result of the [removed: Pre-IPO Transactions,] [added: reorganization transactions,] INVH LP became a consolidated subsidiary of INVH.

On February 6, 2017, Invitation Homes Inc. changed its jurisdiction of incorporation to Maryland and completed an initial public offering of [removed: 88,550,000] [added: its] shares of common stock [removed: at a price to the public of $20.00 per share] (the “IPO”).

On November 16, [removed: 2017 ,] [added: 2017,] we completed the Mergers with [removed: SWH.][added: SWH, whereby we acquired all outstanding SWH common shares.]

As of December 31, [removed: 2019,] [added: 2020,] INVH owns a 99.4% partnership interest in INVH LP and has the full, exclusive, and complete responsibility for and discretion over the day to day management and control of INVH LP.

The in-fill locations and high quality of our homes and service further differentiate our resident experience, which we continue to refine.

- *Resident-centric focus*.

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.

- *Local presence and expertise*.

As a result of our concentrated footprint within our markets, our regional managers and in-market teams are able to realize local-operator advantages, while still benefiting from significant economies of scale.

- *Scalable, centralized infrastructure*.

We support local market operations with national strategy, 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.

occupancy, and turnover rates and improve our cost management and oversight over both upfront renovations and ongoing maintenance.

We offer flexible showing options for convenience, including virtual tours and floor plans on our website, self-showings that leverage the home’s smart home technology, and in-person agent showings.

Resident engagement and social following continue to grow, and we receive positive feedback from residents, who specifically mention our approachable lifestyle and home maintenance content that helps them make a house a home.

We have temporarily paused a portion of these visits due to the ongoing pandemic.

ProCare service, our property management service platform, includes several touchpoints over the term of a resident’s lease designed to enhance their satisfaction with our service model, improve the efficiency of our service, and ensure that each resident is properly educated regarding the home and their responsibilities.

Our markets were generally selected through a robust process utilizing an analysis of housing and

At Invitation Homes, we are committed to creating an exceptional leasing experience for our residents and leading the single-family industry by example.

As the nation’s premier home leasing company, we have an opportunity to make a profound impact by offering quality homes where our residents can feel safe and careers where our associates can thrive.

It is important that each day, we live out our values of Unshakeable Integrity, Genuine Care, Continuous Excellence, and Standout Citizenship as we strive to benefit our residents, our associates, our communities, and our shareholders while at the same time advancing efforts that make us more innovative and our processes more sustainable.

In the fourth quarter of 2020, we launched a formal Environmental, Social, and Governance (“ESG”) materiality assessment to identify opportunities for us to make the biggest impact in the areas that our stakeholders prioritize.

In order to ensure consistent attention and focus on ESG matters, we have created a dedicated, cross-functional ESG task force of associates led by executive management.

As a part of their role as stewards of our company’s long-term performance, our Board of Directors plays a critical role in understanding how ESG issues affect our business strategy and performance and provides oversight with respect to our ESG initiatives and policies.

This responsibility is assigned to the Nominating and Corporate Governance Committee of the Board of Directors.

The Nominating and Corporate Governance Committee works closely with management and regularly meets with and reports to the Board of Directors on our ESG strategy, initiatives, and policies.

We also believe in the value of feedback, and we hold ourselves accountable.

To that end, we participate in the GRESB Real Estate Assessment for a third-party evaluation of our ESG performance, and have linked this performance to the pricing of our revolving credit facility, whereby improvements in our GRESB score over time can benefit our borrowing costs under the facility.

Our guiding social responsibility, business, and workplace policies apply to our directors, officers, associates, and vendors, and they are posted on our website.

Environmental Stewardship

We take our responsibility around carbon emissions very seriously, and we continue to look for ways to lower the level of emissions from our homes.

While our residents are responsible for utilities that control energy and water usage, we take a proactive approach to improving the environmental footprint of our portfolio by, among other things:

- using energy-efficient ENERGY STAR® certified appliances when feasible;

- utilizing Smart Home technology to help residents manage their homes and reduce their energy bills;

- installing low-flow plumbing fixtures and greater efficiency HVAC units;

- installing water-saving landscape designs in arid locations;

- educating residents about energy-efficient practices;

- maintaining stocked vehicles to reduce trips to hardware stores and eliminate unnecessary travel;

- reducing drive times for our repair technicians by optimizing routes and triaging maintenance issues; and

- launching an HVAC air filter home delivery program for our residents, which may prolong the life of our HVAC systems, may reduce expenses associated with repairs, may minimize downtime associated with system failure, and may provide better air quality in the home.

As the climate continues to change, and with a portfolio located in a variety of United States markets that include coastal areas, we recognize the increased likelihood of acute weather events and other climate-related impacts to our business, operations, and homes.

We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to improve the resiliency of our physical properties and our business.

Social Responsibility

Our success is fueled by the growing demand for high-quality, single-family homes for lease.

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

| | |

| --- | --- |

We believe the

ProCare service, our property management service platform, utilizes a number of policies and programs designed to improve the efficiency of our property maintenance practices and maximize resident satisfaction with our service model.

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

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

Every day, we strive to benefit our residents, our associates, our communities, and our shareholders by deeply embedding our values, ethics, and integrity into all that we do.

Associates

Our associates are our most precious resource.

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

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 believe that we can respond to local and global environmental challenges by combining our strengths in sustainability, innovation, and partnership.

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.

Shareholders

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.

Pre-IPO Transactions and Mergers

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.

Consolidated financial statements during this period include the combined accounts of INVH LP and the IH Holding Entities and their wholly owned subsidiaries.

The Pre-IPO Transactions also included amendments to the Invitation Homes Inc. charter which provide for the issuance of up to 9,000,000,000 shares of common stock.

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

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.

Employees

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

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

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

| | [added: | | | | |] For the fiscal year ended | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |] December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

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

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

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

| | | | [added: | | | | | | | | |] Invitation Homes Inc. | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] (Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] Maryland | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] 90-0939055 | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [added: | | |] 1717 Main Street, | | | | | [added: | | | | | | | | | |] Suite 2000 | | | | | | | [added: | | | | | | | | | | | | | |] 75201 | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] Dallas, | | | | [added: | | | | | | | |] Texas | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] (Address of principal executive offices) | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] (Zip Code) | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] (972) | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] 421-3600 | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] (Registrant’s telephone number, including area code) | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [added: | | |] Title of each class | | | | | | | | [added: | | | | | | | | | | | | | | | |] Trading Symbol(s) | | | | | | [added: | | | | | | | | | | | |] Name of each exchange on which registered | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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

| [added: | | |] Securities registered pursuant to Section 12(g) of the Act: None | | | | | | | | | | | | | | | | | | | | | | | [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 | | [added: | | | |] ☑ | [added: | |] No | [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 | | [added: | | | |] ☐ | [added: | |] No | [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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] Yes | | [added: | | | |] ☑ | [added: | |] No | [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 registrant was required to submit such files). | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [added: | | |] Large Accelerated Filer | | | | | | [added: | | | | | | | | | | | |] ☑ | | [added: | | | |] Accelerated Filer | | | | | | [added: | | | | | | | | | | | |] ☐ | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [added: | | |] Non-Accelerated Filer | | | | | | [added: | | | | | | | | | | | |] ☐ | | [added: | | | |] Smaller Reporting Company | | | | | | [added: | | | | | | | | | | | |] ☐ | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |] Emerging Growth Company | | | | | | [added: | | | | | | | | | | | |] ☐ | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

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

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

As of June [removed: 28, 2019,] [added: 30, 2020,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $11.3] [added: $15.4] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

As of February [removed: 14, 2020,] [added: 15, 2021,] there were [removed: 541,882,811] [added: 567,220,432] shares of common stock, par value $0.01 per share, outstanding.

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

| Items 10, 11, 12, 13, and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its [removed: 2020] [added: 2021] annual meeting of stockholders (the [removed: “2020] [added: “2021] 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: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [added: | | | | | |] Page | [added: | |]

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

| Item | [added: | |] 1. | [added: | |] Business | [removed: [6](#sD413AB98EF645A2BB6A8A19CE8A16AD5)] | [added: | [8](#i0743fba381dd4445a426cce0393d4dfe_307) | | |]

| Item | [added: | |] 1A. | [added: | |] Risk Factors | [removed: [15](#sE866087545845890B1F02E7B18143A41)] | [added: | [20](#i0743fba381dd4445a426cce0393d4dfe_220) | | |]

| Item | [added: | |] 1B. | [added: | |] Unresolved Staff Comments | [removed: [44](#sEE2103749CB750D8B26AB68310F22A1C)] | [added: | [52](#i0743fba381dd4445a426cce0393d4dfe_286) | | |]

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | | | | | ☑ | | | No | | | ☐ | | | | | |

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| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ☑ | | |

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| [Signatures](#i0743fba381dd4445a426cce0393d4dfe_238) | | | | | | | | | | | |

Many of these factors have been heightened as a result of the ongoing and numerous adverse impacts of COVID-19.

Summary Risk Factors

Our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating in the real estate industry.

Some of the more significant challenges and risks are summarized below.

This summary contains only a select portion of the risks set forth in Part I.

“Risk Factors” and throughout this Annual Report on Form 10-K.

- Our operating results are subject to general economic conditions and risks associated with our real estate assets;

- The ongoing COVID-19 pandemic and other future epidemics and public health crises could have an adverse effect on our results of operations and financial condition;

- We are employing a business model with a limited track record, which may make our business difficult to evaluate, and we have a limited operating history;

- A significant portion of our costs and expenses are fixed, including increasing property taxes, HOA fees, and insurance costs, and we may not be able to adapt our costs structure to offset declines in our revenue;

- Timing and costs of renovating our properties, and the cost of maintaining rental properties may negatively affect our financial results;

- Concentration of our investments in certain markets and in the single-family properties sector of the real estate industry exposes us to seasonal fluctuations in rental demand and downturns in our markets or in the single-family properties sector;

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| [Signatures](#s8DEAC337E2F85BBFBDB871F312C83EB2) | | | |

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

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

“Business” (the “Pre-IPO Transactions”), to the six holding entities that owned our business prior to our initial public offering (the “IH Holding Entities”) and their consolidated subsidiaries, including INVH LP, (2) after the consummation of the Pre-IPO Transactions, to INVH and its consolidated subsidiaries (including INVH LP and the IH Holding Entities), and (3) after the consummation of the Mergers, to INVH and its consolidated subsidiaries including those acquired in the Mergers.

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| --- | --- |

Our common stock is listed on the [removed: NYSE] [added: New York Stock Exchange (“NYSE”)] under the symbol “INVH.”

As of February [removed: 14, 2020,] [added: 15, 2021,] there were [removed: 67] [added: 54] holders of record of [removed: 541,882,811] [added: 567,220,432] shares of common stock outstanding.

For the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] dividends per share held for the entire year were estimated to be taxable as follows:

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

| Ordinary income | | [added: | | | |] $ | [removed: 0.23] [added: 0.43] | | | [removed: 45.4] | [added: | 71.8 | |] % | | [added: | |] $ | [removed: 0.32] [added: 0.23] | | | [removed: 74.0] | [added: | 45.4 | |] % |

| Capital gains | | [removed: 0.22] | | | | [removed: 42.7] [added: 0.12] | [added: | | | | | 20.7 | |] % | | [removed: 0.08] | | [added: 0.22] | | [removed: 17.4] | [added: | | | 42.7 | |] % |

| Qualified dividends | | [added: | | | |] 0.01 | | | | [removed: 0.5] | [added: | 0.9 | |] % | | [added: | |] 0.01 | | | | [removed: 2.0] | [added: | 0.5 | |] % |

| Unrecaptured Section 1250 gain | | [removed: 0.06] | | | | [removed: 11.4] [added: 0.04] | [added: | | | | | 6.6 | |] % | | [removed: 0.03] | | [added: 0.06] | | [removed: 6.6] | [added: | | | 11.4 | |] % |

| Return of capital | | [added: | | | |] — | | | | [added: | |] — | [added: |] % | | [added: | |] — | | | | [added: | |] — | [added: |] % |

| Total | | [added: | | | |] $ | [removed: 0.52] [added: 0.60] | | | [added: | |] 100.0 | [added: |] % | | [added: | |] $ | [removed: 0.44] [added: 0.52] | | | [added: | |] 100.0 | [added: |] % |

[removed: | (1) | Amounts] [added: (1)Amounts] are displayed in actual dollars per share. [removed: |]

[removed: ][added: ]

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

| | | [added: | | | |] February 1, 2017 | | | | [removed: June 30, 2017] | | [removed: | |] December 31, 2017 | | | | [removed: June 30, 2018] | | [removed: | |] December 31, 2018 | | | | [removed: June 30, 2019] | | [added: December 31, 2019] | | [added: | | | |] December 31, [removed: 2019] [added: 2020] | | |

| Invitation Homes Inc. | | [removed: $] | [removed: 100.00] | | | $ | [removed: 108.45] [added: 100.00] | | | [removed: $] | [removed: 119.02] | [added: $] | [added: 119.02] | [removed: $] | [removed: 117.61] | | | $ | 103.43 | | | [added: | |] $ | [removed: 139.19] [added: 157.50] | | | [added: | |] $ | [removed: 157.50] [added: 159.38] | |

| S&P 500 Index | | [removed: 100.00] | | | | [removed: 107.25] [added: 100.00] | | | | [removed: 119.50] | | [added: 119.50] | | [removed: 122.67] | | | | 114.26 | | | | [removed: 135.44] | | [added: 150.24] | | [removed: 150.24] | | | [added: | 177.88 | | |]

| MSCI US REIT Index | | [removed: 100.00] | | | | [removed: 103.99] [added: 100.00] | | | | [removed: 106.43] | | [added: 106.43] | | [removed: 107.70] | | | | 101.56 | | | | [removed: 119.61] | | [added: 127.80] | | [removed: 127.80] | | | [added: | 118.12 | | |]

We made no repurchases of our common stock during the three months ended December 31, [removed: 2019.][added: 2020.]

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| | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

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

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The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, *Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information*.

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, 2019 are derived from our audited consolidated financial statements.

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

Item 15.

“Exhibits and Financial Statement Schedules.”

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

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

The selected consolidated financial data should be read in conjunction with Part II.

Item 7.

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

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

| Selected Statement of Operations Data: | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Rental revenues and other property income | | $ | 1,764,685 | | | $ | 1,722,962 | | | $ | 1,054,456 | | | $ | 922,587 | | | $ | 836,049 | |

| Total expenses | | 1,725,510 | | | | 1,784,615 | | | | 1,193,219 | | | | 1,017,858 | | | | 995,408 | | |

| Other, net | | 11,600 | | | | 6,958 | | | | (959 | | ) | | (1,558 | | ) | | (3,121 | | ) |

| Gain on sale of property, net of tax | | 96,336 | | | | 49,682 | | | | 33,896 | | | | 18,590 | | | | 2,272 | | |

| Net income (loss) | | 147,111 | | | | (5,013 | | ) | | (105,826 | | ) | | (78,239 | | ) | | (160,208 | | ) |

| Net (income) loss attributable to non-controlling interests | | (1,648 | | ) | | 86 | | | | 489 | | | | — | | | | — | | |

| Net income (loss) attributable to common stockholders | | $ | 145,463 | | | $ | (4,927 | ) | | $ | (105,337 | ) | | $ | (78,239 | ) | | $ | (160,208 | ) |

| | | For the Year Ended December 31, 2019 | | | | For the Year Ended December 31, 2018 | | | | February 1, 2017 through December 31, 2017(1) | | | | | | | | | | |

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

| Weighted average common shares outstanding — basic | | 531,235,962 | | | | 520,376,929 | | | | 339,423,442 | | | | | | | | | | |

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

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

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

| Dividends declared per common share | | $ | 0.52 | | | $ | 0.44 | | | $ | 0.22 | | | | | | | | | |

| | |

| --- | --- |

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

| ($ in thousands) | | As of December 31, | | | | | | | | | | | | | | | | | | |

| Summary Balance Sheet Data: | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Investments in single-family residential properties, net | | $ | 16,243,192 | | | $ | 16,686,060 | | | $ | 17,312,264 | | | $ | 9,002,515 | | | $ | 9,052,701 | |

| Cash and cash equivalents | | 92,258 | | | | 144,940 | | | | 179,878 | | | | 198,119 | | | | 274,818 | | |

| Other assets, net | | 1,057,460 | | | | 1,232,428 | | | | 1,191,496 | | | | 531,717 | | | | 469,459 | | |

| Total assets | | $ | 17,392,910 | | | $ | 18,063,428 | | | $ | 18,683,638 | | | $ | 9,732,351 | | | $ | 9,796,978 | |

| Total debt | | $ | 8,467,485 | | | $ | 9,249,815 | | | $ | 9,651,662 | | | $ | 7,570,279 | | | $ | 7,725,957 | |

| Other liabilities | | 659,347 | | | | 444,427 | | | | 382,101 | | | | 204,649 | | | | 183,990 | | |

| Total liabilities | | 9,126,832 | | | | 9,694,242 | | | | 10,033,763 | | | | 7,774,928 | | | | 7,909,947 | | |

| Total equity | | 8,266,078 | | | | 8,369,186 | | | | 8,649,875 | | | | 1,957,423 | | | | 1,887,031 | | |

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

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2019.][added: 2020.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2019,] [added: 2020,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

[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: 2019.][added: 2020.]

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: 2019] [added: 2020] 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: 2019.][added: 2020.]

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

We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control*—*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control*—*Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, [removed: 2019] [added: 2020] of the Company and our report dated February 19, [removed: 2020] [added: 2021] expressed an unqualified opinion on those financial statements.

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

February 19, 2021

February 19, 2020

The information required by this Item is incorporated by reference from the Company’s [removed: 2020] [added: 2021] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2020] [added: 2021] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this Item is incorporated from reference to the Company’s [removed: 2020] [added: 2021] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2020] [added: 2021] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2020] [added: 2021] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

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

| Invitation Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and for the three years in the period ended December 31, [removed: 2019] [added: 2020] | | [added: | | | |]

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | [removed: [F-1](#sD12AE698BEAA5EA7B79642DC4269CAA2)] | [added: | F-[1](#i0743fba381dd4445a426cce0393d4dfe_304) | | |]

| Consolidated Balance Sheets | [removed: [F-4](#sD50DD76533DA51DB82AFA606DFEB70D3)] | [added: | F-[3](#i0743fba381dd4445a426cce0393d4dfe_22) | | |]

| Consolidated Statements of Operations | [removed: [F-5](#s63CA9AF972A85C01AE48B382A8746888)] | [added: | F-[4](#i0743fba381dd4445a426cce0393d4dfe_28) | | |]

| Consolidated Statements of [removed: Other] Comprehensive Loss | [removed: [F-6](#sE71429FD48945D9EB17345F88613A09E)] | [added: | F-[5](#i0743fba381dd4445a426cce0393d4dfe_31) | | |]

| Consolidated Statements of Equity | [removed: [F-7](#s3FDFE4BB11F65C4D8D00F7D724EF3C64)] | [added: | F-[6](#i0743fba381dd4445a426cce0393d4dfe_34) | | |]

| Consolidated Statements of Cash Flows | [removed: [F-8](#sB9BB6D33C49E5BCC822BBED5631D6ED0)] | [added: | F-[7](#i0743fba381dd4445a426cce0393d4dfe_40) | | |]

| Notes to Consolidated Financial Statements | [removed: [F-10](#s6247BC999D1F5D7DBD49B7C5C584BFCC)] | [added: | F-[9](#i0743fba381dd4445a426cce0393d4dfe_43) | | |]

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

| Invitation Homes Inc. as of December 31, [removed: 2019] [added: 2020] and for the three years in the period ended December 31, [removed: 2019] [added: 2020] | | [added: | | | |]

| Schedule III Real Estate and Accumulated Depreciation | [removed: [F-45](#sCFDECA9283F25472984848C800AF5853)] | [added: | F-[44](#i0743fba381dd4445a426cce0393d4dfe_319) | | |]

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

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

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

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

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

| 4.2 | | [added: | | | |] [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) | [added: | |]

| 4.3 | | [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 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) | [added: | |]

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

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

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

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

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

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

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

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

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

| [removed: 10.10] [added: 10.12] | | [added: | | | |] [Loan Agreement, [added: dated as of November 9, 2017,] between [removed: 2014-2] IH [removed: Borrower L.P.] [added: 2017-2 Borrower, LP, as Borrower,] and German American Capital Corporation, [removed: dated] as [removed: of August 14, 2014] [added: Lender] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-11 (No. 333-215452)] [added: 8-K (File No. 1-38004)] filed on [removed: January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex106.htm)] [added: November 9, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000030/invh-form8xkxs1011917xexhi.htm)] | [added: | |]

| [removed: 10.11] [added: 10.21] | | [removed: [Loan Agreement, between 2014-3 IH Borrower L.P. and German American Capital Corporation,] [added: | | | | [Employment Agreement with Dallas B. Tanner,] dated [removed: as of] November [removed: 12, 2014] [added: 9, 2015] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.12] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex107.htm)] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1012.htm)] | [added: | |]

| [removed: 10.12] [added: 10.22] | | [removed: [Loan Agreement, between 2015-1 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association,] [added: | | | | [Employment Agreement with Ernest M. Freedman,] dated [removed: as of January 29,] [added: September 4,] 2015 (incorporated by reference to Exhibit [removed: 10.8] [added: 10.13] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex108.htm)] [added: 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1013.htm)] | [added: | |]

| 10.13 | | [added: | | | |] [Loan Agreement, [added: dated as of February 8, 2018,] between [removed: 2015-2 IH2 Borrower L.P.] [added: IH 2018-1 Borrower, LP, as Borrower,] and JPMorgan Chase Bank, National Association, [removed: dated] as [removed: of April 10, 2015] [added: Lender] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-11 (No. 333-215452)] [added: 8-K (File No. 1-38004)] filed on [removed: January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex109.htm)] [added: February 12, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000005/a24243668_15x2018-1xihloan.htm)] | [added: | |]

| 10.14 | | [added: | | | |] [Loan Agreement, [added: dated as of May 8, 2018,] between [removed: 2015-3 IH2 Borrower L.P.] [added: IH 2018-2 Borrower, LP, as Borrower,] and JPMorgan Chase Bank, National Association, [removed: dated] as [removed: of June 25, 2015] [added: Lender] (incorporated by reference to Exhibit [removed: 10.10 to] [added: 10.1 of] the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-11 (No. 333-215452)] [added: 8-K (File No. 1-38004)] filed on [removed: January 6, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1010.htm)] [added: May 9, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000026/a2018-2xihloanagreement.htm)] | [added: | |]

| [removed: 10.15] [added: 10.11] | | [added: | | | |] [Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed May 1, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000011/ex10-1ihfnma2017xsfr1_loan.htm) | [added: | |]

| 10.16 | | [added: | | | |] [Loan Agreement, dated as of November [removed: 9, 2017,] [added: 7, 2018,] between IH [removed: 2017-2 Borrower,] [added: 2018-4 Borrower] LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November [removed: 9, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000030/invh-form8xkxs1011917xexhi.htm)] [added: 8, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000074/exhibit20184.htm)] | [added: | |]

| [removed: 10.17] [added: 10.15] | | [added: | | | |] [Loan Agreement, dated as of [removed: February 8,] [added: June 28,] 2018, between IH [removed: 2018-1] [added: 2018-3] Borrower, LP, as Borrower, and [removed: JPMorgan Chase Bank, National Association,] [added: German American Capital Corporation,] as Lender (incorporated by reference to Exhibit 10.1 [removed: to] [added: of] the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: February 12, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000005/a24243668_15x2018-1xihloan.htm)] [added: July 2, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000050/exhibit20183.htm)] | [added: | |]

| [removed: 10.18] [added: 10.20] | | [added: | | | |] [Loan Agreement, dated as of [removed: May 8, 2018,] [added: June 7, 2019,] between [added: 2019-1] IH [removed: 2018-2 Borrower,] [added: Borrower] LP, as Borrower, and [removed: JPMorgan Chase Bank, National Association,] [added: Rothesay Life PLC,] as Lender (incorporated by reference to Exhibit 10.1 [removed: of] [added: to] the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: May 9, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000026/a2018-2xihloanagreement.htm)] [added: June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000037/exhibit20191.htm)] | [added: | |]

| [removed: 10.19] [added: 10.23] | | [removed: [Loan] [added: | | | | [Letter] Agreement, dated [removed: as of June 28, 2018,] [added: August 9, 2017 by and] between [removed: IH 2018-3 Borrower, LP, as Borrower,] [added: Invitation Homes Inc.] and [removed: German American Capital Corporation, as Lender] [added: Ernest Freedman] (incorporated by reference to Exhibit [removed: 10.1 of] [added: 10.4 to] the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: July 2, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000050/exhibit20183.htm)] [added: August 14, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex104.htm)] | [added: | |]

| [removed: 10.20] [added: 10.24] | | [removed: [Loan] [added: | | | | [Letter] Agreement, dated [removed: as of November 7, 2018,] [added: August 9, 2017 by and] between [removed: IH 2018-4 Borrower LP, as Borrower,] [added: Invitation Homes Inc.] and [removed: German American Capital Corporation, as Lender] [added: Dallas Tanner] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: November 8, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000074/exhibit20184.htm)] [added: August 14, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex105.htm)] | [added: | |]

| [removed: 10.21] [added: 10.17] | | [added: | | | |] [Loan Agreement, dated as of April 10, 2014, between CAH 2014-1 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.3 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed August 9, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016023748/sfr-ex103_385.htm) | [added: | |]

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| (c) [Exhibits](#i0743fba381dd4445a426cce0393d4dfe_235) | | | | | |

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| 10.10 | | | | | | [Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on December 9, 2021).](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000042/exhibitcreditfacility.htm) | | |

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| (c) Exhibits | |

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

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

| 10.25 | | [Loan Agreement, dated as of November 3, 2016, between CSH 2016-2 Borrower, LLC, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.2 of SWH’s Quarterly Report on Form 10-Q (File No. 1-36163) filed November 7, 2016).](http://www.sec.gov/Archives/edgar/data/1579471/000156459016027990/sfr-ex102_221.htm) |

| 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) |

| 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) |

| 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) |

| 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) |

| 10.50 | | [Separation Agreement dated January 16, 2019, by and between the Company and Mr. Frederick C. Tuomi. (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) |

| 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) |

| 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) |

| 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) |

| 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) |

| 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) |

| 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) |

| 10.60 | | [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) |

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 19th day of February [removed: 2020.][added: 2021.]

| Invitation Homes Inc. | | [added: | | | |]

| By: | [added: | |] /s/ Dallas B. Tanner | [added: | |]

| | [added: | |] Name: Dallas B. Tanner | [added: | |]

| | [added: | |] Title: President and Chief Executive Officer | [added: | |]

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 19th day of February [removed: 2020.][added: 2021.]

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

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

| Dallas B. Tanner | | [added: | | | |] (Principal Executive Officer) | [added: | |]

| /s/ Ernest M. Freedman | | [added: | | | |] Executive Vice President and Chief Financial Officer | [added: | |]

| Ernest M. Freedman | | [added: | | | |] (Principal Financial Officer) | [added: | |]

| /s/ Kimberly K. Norrell | | [removed: Senior] [added: | | | | Executive] Vice President and Chief Accounting Officer | [added: | |]

| Kimberly K. Norrell | | [added: | | | |] (Principal Accounting Officer) | [added: | |]

| /s/ Bryce Blair | | [added: | | | |] Chairman and Director | [added: | |]

| Bryce Blair | | | [added: | | | | | |]

| /s/ Jana C. Barbe | | [added: | | | |] Director | [added: | |]

| Jana C. Barbe | | | [added: | | | | | |]

| /s/ Richard D. Bronson | | [added: | | | |] Director | [added: | |]

| Richard D. Bronson | | | [added: | | | | | |]

| /s/ Michael D. Fascitelli | | [added: | | | |] Director | [added: | |]

| Michael D. Fascitelli | | | [added: | | | | | |]

| /s/ Jeffrey E. Kelter | | [added: | | | |] Director | [added: | |]

| Jeffrey E. Kelter | | | [added: | | | | | |]

| /s/ John B. Rhea | | [added: | | | |] Director | [added: | |]

| John B. Rhea | | | [added: | | | | | |]

| /s/ Janice L. Sears | | [added: | | | |] Director | [added: | |]

| Janice L. Sears | | | [added: | | | | | |]

| /s/ William J. Stein | | [added: | | | |] Director | [added: | |]

| William J. Stein | | | [added: | | | | | |]

We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related 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: 2019,] [added: 2020,] and the related notes and the 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control*—*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, [removed: 2020,] [added: 2021,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Investments in Single-Family Residential [removed: Properties—Refer] [added: Properties—Refer] to Notes 2 and 3 to the financial statements

The Company owned approximately 80,000 individual single-family residential properties with a net book value of [removed: $16.2] [added: $16.3] billion as of December 31, [removed: 2019.][added: 2020.]

The determination of which costs to [removed: capitalize, the useful life of the respective capitalized cost, and the classification of assets as held for sale and held for use] [added: capitalize] requires significant management judgment.

[removed: Furthermore,] [added: Further,] the Company evaluates investments in single-family residential properties to determine whether there have been any changes in circumstances that may indicate that the carrying value of individual properties may not be recoverable.

[removed: | • |] [added: -] We tested the effectiveness of relevant controls over investments in single-family residential properties. [removed: |]

| | | | | | |

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

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| Signature | | | | | | Title | | |

| /s/ Joseph D. Margolis | | | | | | Director | | |

| Joseph D. Margolis | | | | | | | | |

| /s/ J. Heidi Roizen | | | | | | Director | | |

| J. Heidi Roizen | | | | | | | | |

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Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis.

From time to time, the Company identifies single-family residential properties to be sold.

At the time such properties are identified, the Company evaluates whether or

not such properties should be classified as held for sale.

We also developed an expectation of repairs and maintenance costs that were charged to expense based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.

- We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2020.

| | | | | | | 2020 | | | | | | 2019 | | |

| | | | | | | 18,801,750 | | | | | | 18,247,164 | | |

| Investments in unconsolidated joint ventures | | | | | | 69,267 | | | | | | 54,778 | | |

| Other assets, net | | | | | | 478,287 | | | | | | 550,488 | | |

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| Unrealized gains on investments in equity securities | | | | | | | | | | | | | | | | | | 29,723 | | | | | | 6,480 | | | | | | — | | |

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

| Kenneth A. Caplan | | |

| /s/ Robert G. Harper | | Director |

| Robert G. Harper | | |

| /s/ Barry S. Sternlicht | | Director |

| Barry S. Sternlicht | | |

*Critical Audit Matter Description*

*How the Critical Audit Matter Was Addressed in the Audit*

Derivative Instruments—Refer to Notes 2, 7, and 11 to the financial statements

The Company uses derivative instruments to manage the economic risk of changes in interest rates.

As of December 31, 2019, the Company had derivative instruments of $1.6 million recorded at fair value in other assets and derivative instruments of $275.7 million recorded at fair value in other liabilities.

Given the judgment needed to estimate the fair value of derivative instruments, and the volatility of the fair value based on market conditions, auditing the fair value and related inputs, such as forward yield curves and nonperformance risk, involved especially subjective and complex judgment.

Our audit procedures related to the assumptions used by management to estimate the fair value of derivative instruments included the following, among others:

| • | We tested the effectiveness of relevant controls, including management’s evaluation of its third party fair value specialist and the results of such specialist’s work. |

| • | With the assistance of our fair value specialists, we evaluated the appropriateness of management’s valuation of derivative instruments by developing independent fair value estimates for a sample of instruments and comparing our estimates to the Company’s estimates. |

INVITATION HOMES INC.

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

| Other assets, net | | 605,266 | | | | 759,170 | | |

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| Balance as of December 31, 2016 | | $ | 1,957,423 | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,957,423 | | | $ | — | | | $ | 1,957,423 | |

| Redemption of Series A Preferred Stock | | (1,153 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (1,153 | | ) | | — | | | | (1,153 | | ) |

| Distribution of Class B notes receivable | | (19,686 | | ) | | — | | | — | | | | — | | | | — | | | | — | | | | (19,686 | | ) | | — | | | | (19,686 | | ) |

| Cancellation/distribution of Class B notes receivable | | 19,686 | | | | — | | | — | | | | — | | | | — | | | | — | | | | 19,686 | | | | — | | | | 19,686 | | |

| Accrued interest on Class B notes | | 15 | | | | — | | | — | | | | — | | | | — | | | | — | | | | 15 | | | | — | | | | 15 | | |

| Balance as of January 31, 2017 | | 1,951,407 | | | | — | | | — | | | | — | | | | — | | | | — | | | | 1,951,407 | | | | — | | | | 1,951,407 | | |

| Pre-IPO reorganization transactions | | (1,951,407 | | ) | | 221,826,634 | | | 2,218 | | | | 1,949,189 | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| Issuance of common stock — IPO | | — | | | | 88,550,000 | | | 886 | | | | 1,691,172 | | | | — | | | | — | | | | 1,692,058 | | | | — | | | | 1,692,058 | | |

| Stock issuance costs — IPO | | — | | | | — | | | — | | | | (5,726 | | ) | | — | | | | — | | | | (5,726 | | ) | | — | | | | (5,726 | | ) |

| Issuance of common stock and INVH LP units — Mergers | | — | | | | 207,448,958 | | | 2,075 | | | | 4,918,459 | | | | — | | | | — | | | | 4,920,534 | | | | 151,881 | | | | 5,072,415 | | |

| Stock issuance costs — Mergers | | — | | | | — | | | — | | | | (3,796 | | ) | | — | | | | — | | | | (3,796 | | ) | | — | | | | (3,796 | | ) |

| Net loss | | — | | | | — | | | — | | | | — | | | | (88,458 | | ) | | — | | | | (88,458 | | ) | | (489 | | ) | | (88,947 | | ) |

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

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