Invitation Homes (INVH) 10-K risk factor changes: FY2022 vs FY2021

Our operating results are subject to risks generally incident to the ownership and rental of residential real estate, [removed: in] many [removed: cases heightened as a result] of [removed: 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:

See “— [removed: Tenant relief laws, including laws regulating evictions,] [added: Eviction, tenant rights,] rent [removed: control] [added: control, and rent stabilization] laws, and other [added: similar laws and/or] regulations that limit our ability to [added: collect rent, enforce remedies for failure to pay rent, or] increase rental rates may negatively impact our rental income and profitability”;

- the potential effects of climate change, related regulatory [removed: policies] [added: policies, legislation,] and/or investor responses and expectations, and the transition to a lower-carbon economy;

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

A significant outbreak of infectious [removed: disease] [added: disease, medical epidemic,] or a [removed: pandemic] [added: pandemic, such as the COVID-19 pandemic,] may result in a widespread health [removed: crisis, which has been the case for the currently ongoing COVID-19 pandemic,] [added: crisis] and may lead to an economic downturn that could negatively affect our business, results of operations, and financial condition.

To the extent our current or prospective residents experience unemployment, deteriorating financial conditions, and declines in household income, [added: resulting from medical epidemics or pandemics,] they may be unwilling or unable to pay rent in full on a timely basis or renew or enter into new leases for our homes, and our revenues and operating results could be negatively affected.

[removed: 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, counties, and cities, including those] [added: Measures put] in [removed: which we own properties and where our principal places of business are located, to impose ongoing measures] [added: place] in response to [removed: the COVID-19 pandemic, including] [added: a pandemic such as] temporary eviction moratoriums if certain criteria are met by residents, deferral of missed rent payments without incurring late fees, and restrictions on rent [removed: increases.][added: increases may impose restrictions on our ability to enforce residents’ contractual rental obligations and limit our ability to collect and increase rents, which has been the case with COVID-19.]

[removed: Our residents’ inability or refusal to meet their lease obligations has reduced and may continue to reduce our cash flows, and the] [added: The] resulting impact [added: from a future pandemic or outbreak of infectious disease] 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.

Additionally, [removed: prolonged] [added: the lingering] impact of [removed: the COVID-19] [added: a] pandemic and related containment measures may [removed: also continue to] interfere with the ability of our suppliers and other business partners to carry out their assigned tasks or supply materials, products, services, or funding (in the case of our revolving credit facility) at ordinary levels of performance relative to the conduct of our [removed: business.][added: business, which has been the case with COVID-19.]

A general decline in business activity and demand for real estate transactions resulting from [removed: the COVID-19 pandemic, or] a [removed: future pandemic,] [added: pandemic] 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.

An economic downturn resulting from [removed: the COVID-19 pandemic, or] a [removed: future] pandemic, and a 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.

In addition, we [removed: are experiencing] [added: continue to experience] disruptions from workforce [removed: turnover,] [added: turnover] due to a scarcity of talent, as businesses [removed: emerging from the pandemic] compete for personnel, and rising labor costs.

The extent to which the COVID-19 [removed: pandemic] [added: pandemic, or any future pandemic,] ultimately impacts our operations depends on [removed: ongoing] [added: future] developments, which remain highly uncertain and cannot be predicted with confidence, including the [removed: scope, duration, and severity] [added: scope] of [removed: COVID-19 and] the [added: pandemic, the] proliferation of variants, the [removed: extent and duration of actions taken to contain the pandemic or mitigate its impact, the] availability, distribution, acceptance, and efficacy of vaccines and therapeutic drugs, [removed: the implementation of any federal, state, or local vaccine mandates,] 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 [removed: the COVID-19] [added: a] pandemic, among others.

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of over 80,000 homes as of December 31, [removed: 2021.][added: 2022.]

[removed: In addition, state and local regulations may require us to maintain properties that we own, even if the cost of] maintenance is greater than the value of the property or any potential benefit from renting the property, or pass regulations that limit our ability to increase rental rates.

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

Inflation, which [removed: increased significantly] [added: continued to increase] during [removed: 2021,] [added: 2022,] has adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods.

Actions by the government to stimulate the economy may increase the risk of significant inflation, which may [added: also] have an adverse impact on our business or financial results.

We [added: have] recorded consolidated net losses [removed: for] [added: in] the [removed: year ended December 31, 2018.][added: past.]

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

High unemployment levels and federal unemployment [removed: subsidies, including unemployment benefits offered in response to the COVID-19 pandemic,] [added: subsidies] may [removed: have] adversely [removed: affected] [added: affect] the labor force available to us or increased labor costs.

We are also experiencing and may continue to experience additional pressure due to labor shortages [removed: and absenteeism] associated with [removed: COVID-19, together with] the impact of [removed: the] continued elevated demand.

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

Our investments in real estate assets are and [removed: will] [added: may] continue to be concentrated in our markets and in the single-family properties sector of the real estate industry.

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

However, these markets have experienced substantial economic downturns in [removed: recent years] [added: the past] and could experience similar or worse economic downturns in the future.

To the extent properties are leased to existing residents, renovations may be postponed until the resident vacates the premises, and we will [removed: pay] [added: then incur] the costs of renovating.

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

[removed: We have seen a prolonged impact from the pandemic on our industry] [added: Labor shortages] and [removed: business, affecting] [added: supply chain disruptions, among other challenges, continue to affect] the ability of our associates, suppliers, and other business partners to carry out their assigned tasks, provide services, or supply materials at ordinary levels of performance relative to the conduct of our [removed: business due to labor shortages and supply chain disruptions, among other challenges.][added: business.]

[removed: If our assumptions regarding the costs or] timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our stockholders may be adversely affected.

[removed: These factors] [added: In addition, government sponsored programs to promote home ownership] may encourage potential renters to purchase residences rather than lease them, thereby causing a decline in the number and quality of potential residents available to us.

- improvements in [removed: the] overall [removed: economy] [added: economic conditions] and employment levels;

A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes on terms that are attractive or at [removed: all.][added: all, which may be impacted in periods of rising interest rates.]

Accordingly, future acquisitions may have lower yield characteristics than recent past and present opportunities and, if such future acquisitions are funded through equity issuances, the yield and distributable cash per share [removed: will] [added: may] be reduced, and the value of our common stock may decline.

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

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

[removed: Tenant relief laws, including laws regulating evictions,] [added: Eviction, tenant rights,] rent [removed: control] [added: control, and rent stabilization] laws, and other [added: similar laws and/or] regulations that limit our ability to [added: collect rent, enforce remedies for failure to pay rent, or] increase rental rates may negatively impact our rental income and profitability.

[removed: Additionally, state] [added: State] and local landlord-tenant laws may impose legal duties to assist residents in relocating to new housing, or restrict the landlord’s ability to remove the resident on a timely basis or to recover certain costs or charge residents for damage residents cause to the landlord’s premises.

Because such laws vary by state and locality, we must be familiar with and take all appropriate steps to comply with all applicable landlord-tenant [removed: laws,] [added: laws] and need to incur supervisory and legal expenses to ensure such compliance.

To the extent that we do not comply with [removed: state or local laws,] [added: laws and regulations regarding eviction, tenant rights, rent control, rent stabilization, and similar matters,] we may be subjected to civil litigation filed by [removed: individuals, in] [added: individuals (including] class [removed: actions] [added: actions)] or actions by [removed: state] [added: federal, state,] or local law enforcement [removed: and] [added: and, as a result,] our reputation and financial results may suffer.

- unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, and geopolitical tensions;

In addition, state and local regulations may require us to maintain properties that we own, even if the cost of

The effects of inflation on our financial condition and results of operations over the past few years are primarily related to increased operating costs for the procurement of goods and service and compensation of our associates, including benefits, and financing costs in the form of interest expense.

Continued inflationary pressures could have a material impact on our results of operations in the future.

High levels of inflation may also negatively impact consumer income and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations.

If our assumptions regarding the costs or

We have been experiencing lower collections from residents with accounts receivable balances that are aged greater than 30 days, or bad debt, and we may experience higher resident turnover.

Furthermore, we rely on information supplied by prospective residents in making resident selections, which may in some cases be false.

See “— We rely on information supplied by prospective residents in managing our business.”

Among other things,

Since the onset of the COVID-19 pandemic, there has been an increase in restrictions and other regulations regarding evictions and expansion of tenant rights by federal, state, and local governments and courts, continuing to result in additional legal and regulatory hurdles to the eviction process.

Given increasing political support for these types of laws and regulations, we believe these conditions will continue to negatively impact our business and results of operations.

Additionally, we may become subject to legal claims against us (including on a class action basis) for damages or injunctive relief and to seek to publicize our activities in a negative light.

Accidental or willful security breaches or other unauthorized access to our information systems or the systems of our service providers, or the existence of computer viruses or malware (such as ransomware) in our or their data or software could expose us to a risk of information loss, business disruption, and misappropriation of proprietary and confidential information, including information relating to our residents and the personal information of our associates or third parties.

Such an event could disrupt our business and result in, among other things, unfavorable publicity, damage to our reputation, loss of our competitive information, litigation by affected parties and possible financial obligations for liabilities and damages related to the theft or misuse of such information, significant remediation costs, disruption of key business operations and significant diversion of our resources, as well as, any of which could have a material adverse effect on our business, profitability and financial condition.

See “— Security breaches and other disruptions could compromise our information systems and expose us to liability, which would cause our business and reputation to suffer.”

In the event of fraud or misconduct by a third

Additionally, if home values decline subsequent to when we entered into contracts with homebuilder counterparties, we may not be able to adjust our contractual acquisition prices to reflect the decreased home values.

This strategy depends on the performance of our counterparties and the ability of homebuilders to develop new homes specifically for our purchase.

Additionally, governmental laws, regulations, and zoning requirements may be imposed that restrict our ability to purchase homes from third party homebuilders that are intended for rental purposes in areas where we would like to invest.

violation, even though the other properties might not be in violation of any code.

Unrelated third parties have developed “fake landlord” scams posing as Invitation Homes and fraudulently collecting rent on properties they do not own.

Furthermore, increases in fraudulent applications lead to a higher rate of delinquency, and coupled with lingering effects of COVID-19 pandemic and legal and regulatory barriers to the eviction process, it allows for unqualified residents to remain in our homes for longer periods of time.

Fraudulent activities could result in lost revenue and increased expenses, including costs related to damages to our homes from occupants who do not maintain them, diversion of time from our personnel, and development of measures to combat these activities, or otherwise disrupt our operations.

Accordingly, the cost of maintaining rental properties can be higher than the cost of maintaining owner-occupied

Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

United States regulators have also increased their focus on cyber security vulnerabilities and risks.

Compliance with laws and regulations concerning cyber security, data governance, and data protection could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties.

In March 2022, the SEC proposed amendments to its existing rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and cybersecurity incident reporting by all registrants, including us.

The proposed rules, if finalized, impose additional reporting obligations on us, and we could face substantial increased costs.

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

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

Under those circumstances, the insurance proceeds we receive

Our residents’ inability or refusal to meet their lease obligations may reduce our cash flows, which has been the case with COVID-19.

Disease outbreaks, epidemics, pandemics, or similar widespread public health concerns and the volatile regional and global economic conditions stemming therefrom, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate the other risk factors set forth in this Annual Report on Form 10-K, which in turn could materially adversely affect our business, financial condition and results of operations.

Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on greenhouse gas emissions and climate change issues.

In March 2022, the SEC issued proposed rules on climate change disclosure requirements that, if adopted as proposed, will require disclosure of extensive and detailed climate-related information, by all registrants, including us.

The final rules have not yet been adopted, and the ultimate scope and impact of the proposed rules on our business remain uncertain.

To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs.

Separately, the SEC has also announced that it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

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.

- adverse macroeconomic conditions, including inflation, rising interest rates, slower growth, or recession;

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 collect and 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 restrict our ability to collect rent or enforce remedies for failure to pay rent and are likely to result in loss of rental income and other property income.

We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes.

This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements.

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

We also cannot predict if the federal government, states, or local authorities will continue to offer rental assistance programs to residents and landlords or if such programs will be available to our residents (and if they are available, whether residents will take advantage of them).

The pandemic has also exacerbated many of the other risks discussed in this “Risk Factors” section.

Our associates continue to face COVID-19 health risks.

If a significant number of our associates, or if key personnel, are unable to work as a result of COVID-19, or a future pandemic, this could adversely impact our business and operating results.

In addition, extended periods of remote work arrangements resulting from outbreaks of infectious disease 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 sustained labor shortage or increased employee turnover rate caused by COVID-19 or as a result of general macroeconomic factors could lead to increased costs and increased wage rates to attract and retain associates.

Labor shortages and absenteeism associated with COVID-19 may also continue to interfere with the ability of our associates to carry out their assigned tasks in a timely manner.

We are closely tracking developments regarding federal, state, or local vaccine mandates and testing requirements.

Although we cannot predict with certainty the impact that any potential vaccine mandates and any other related measures may have on our workforce and operations, potential vaccine mandates’ compliance may result in increased operating costs, loss of productivity, labor disruptions, or associate attrition.

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

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.

fixtures, or appliances, certificates of occupancy, and poor workmanship.

In addition, improving economic conditions, along with the availability of low residential mortgage interest rates and government sponsored programs to promote home ownership, have made home ownership more accessible for potential renters who have strong credit.

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

While we intend to conduct our business lawfully and in compliance with applicable landlord-tenant and consumer laws, such organizations might work in conjunction with trial and pro bono lawyers in one or multiple states to attempt to bring claims against us on a class action basis for damages or injunctive relief and to seek to publicize our activities in a negative light.

Selecting, managing,

This strategy depends on the performance of our counterparties.

agreements, could have a material adverse effect on our business.

Additionally, 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.

Furthermore, 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.

The reduction of net income from impairment losses could lead to a reduction in our dividends, both in the relevant accounting period and in future periods.

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.

We are subject to litigation and regulatory proceedings.

Although we are not involved in any legal or regulatory proceedings that we expect would have a material adverse effect on our business, results of operations, or financial condition, such proceedings may arise in the future.

See “Risks Related to Environmental, Social, and Governance Issues — We are subject to risks

- general market conditions;

potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business.

A 100 bps decrease in the London Interbank Offered Rate (“LIBOR”) results in a negative LIBOR rate and additional interest expense for us.

Our credit facility agreement contains a LIBOR floor, and there is no reciprocal feature in our interest rate swap agreements.

The agreements underlying

our outstanding variable debt contemplate procedures for transitioning from LIBOR upon the occurrence of specified events.

*For similar operating and financial data and discussion of our year ended December 31, [removed: 2020] [added: 2021] results compared to our year ended December 31, [removed: 2019] [added: 2020] results, refer to Part II.

Item [removed: 7.][added: 15.]

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February [removed: 19, 2021] [added: 22, 2022] (the [removed: “2020] [added: “2021] 10-K”).

The sections entitled “Result of Operations — Year Ended December 31, [removed: 2020] [added: 2021] Compared to Year Ended December 31, [removed: 2019”] [added: 2020”] and “Cash Flows — Year Ended December 31, [removed: 2020] [added: 2021] Compared to Year Ended December 31, [removed: 2019”] [added: 2020”] in Part II.

“Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our* [removed: *[20](https://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722921000005/invh-20201231.htm)[20](https://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722921000005/invh-20201231.htm) [10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1687229/000168722921000005/invh-20201231.htm)*] [added: *[2021 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722922000002/invh-20211231.htm)*] *are incorporated herein by reference.*

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

With over 80,000 homes for lease in 16 markets across the country as of December 31, [removed: 2021,] [added: 2022,] we are meeting the needs of a growing share of Americans who prefer the ease of [added: a] leasing [added: lifestyle] over the burden of owning a home.

Our associates take our values seriously and work hard every day to honor the trust our residents have placed in us to provide [removed: safe] [added: clean, safe,] and [removed: secure] [added: functional] homes for them and their loved ones.

In turn, we focus on ensuring [added: that] our associates are fairly compensated and that we provide a diverse, equitable, and inclusive culture where they are appreciated for who they are and what they bring to the business.

We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that [removed: will] demonstrate that commitment.

For further discussion of risks related to [removed: the pandemic,] [added: general economic conditions,] see Part I.

We are in the process of responding to and cooperating with [removed: these inquiries and information requests.][added: this request.]

[removed: As these inquiries are ongoing, we] [added: We] cannot currently predict [removed: their] [added: the] timing, outcome, or [removed: scope.][added: scope of the ongoing inquiries.]

Government [removed: authorities] [added: authorities, including the SEC,] and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at [added: drastically increasing reporting and governance related to climate change as well as focused on] limiting greenhouse gas emissions and the implementation of “green” building codes.

[removed: As the] [added: We recognize that] climate [removed: continues to change, and with] [added: change could have] a [added: significant impact on our] portfolio [added: of homes] located in a variety of United States markets [added: and] that [removed: include coastal areas, we recognize] [added: an increase in] the [removed: increased potential for] [added: number of] acute weather [removed: events] [added: events, natural disasters,] and other climate-related [removed: impacts to] [added: events could significantly impact] 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 [added: prepare for such events and] improve the resiliency of our physical properties and our business.

“Risk Factors — Risks Related to Environmental, Social, and Governance Issues — Climate [removed: change,] [added: change and] related [added: environmental issues, related] legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business, [removed: and] — We are subject to risks from natural disasters such as [removed: earthquakes] [added: earthquakes, wildfires,] and severe [removed: weather.”][added: weather, and — We are subject to increasing scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate retention, and ability to raise capital from such investors” in this Annual Report on Form 10-K.]

The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, [removed: 2021] [added: 2022] as noted below:

[removed: (1)As of] [added: ended] December 31, 2021.

(2)Represents average occupancy for the year ended December 31, [removed: 2021.][added: 2022.]

(3)Represents average monthly rent for the year ended December 31, [removed: 2021.][added: 2022.]

(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, [removed: 2021.][added: 2022.]

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: 71.1%] [added: 71.7%] of our rental revenues and other property income during the year ended December 31, [removed: 2021.][added: 2022.]

We actively monitor the impact of [removed: the COVID-19 outbreak and its resulting] macroeconomic [removed: impacts] [added: conditions] on market fundamentals and quickly implement changes in pricing as market fundamentals shift.

Collection Rates: Our rental revenues and other property income [removed: is] [added: are] impacted by the rate at which we collect such revenues from our 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, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business, and both current economic conditions and future economic [removed: outlook.][added: outlook, including the impact of rising inflation and interest rates which could adversely affect demand for our properties.]

[removed: Due] [added: We continue] to [removed: our size and scale both nationally] [added: actively manage the impact of inflation on these costs,] and [removed: locally,] we believe we are able to purchase goods and services at favorable [removed: prices.][added: prices compared to other purchasers due to our size and scale both nationally and locally.]

All of these factors may be negatively impacted by [removed: the ongoing COVID-19 pandemic,] [added: current inflationary trends and rising interest rates,] potentially reducing the number of homes we acquire.

[removed: 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, whether the property was vacant when acquired, and whether there are any state or local restrictions on our ability to complete renovations as an essential business function.

Our current financing arrangements contain financial [removed: covenants,] [added: covenants] and [removed: certain financing arrangements contain] [added: other terms and conditions, including] variable interest [removed: rate terms.][added: rates in some cases, that are impacted by market conditions.]

[removed: Joint venture management fees] [added: Management fee revenues] consist of asset and property management fees from our unconsolidated joint ventures.

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 [added: expenses, utility expenses, repairs and maintenance, and property administration.]

[removed: All] [added: We issue] share-based [added: awards to align the interests of our associates with those of our investors, and all share-based] compensation expense is recognized in our consolidated statements of operations as components of general and administrative expense and property management expense.

[removed: Gains (Losses)] [added: *Losses] on Investments in Equity Securities, [removed: net][added: net*]

Gains (losses) on investments in equity securities, net includes unrealized gains and losses resulting from mark to market adjustments and realized gains and losses [removed: resulting from] [added: recognized upon] the sale of such securities.

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

[removed: Gain] [added: *Gain] on Sale of Property, net of [removed: tax][added: tax*]

[removed: Income (Loss)] [added: *Losses] from Investments in Unconsolidated Joint [removed: Ventures][added: Ventures*]

Year Ended December 31, [removed: 2021] [added: 2022] Compared to Year Ended December 31, [removed: 2020][added: 2021]

The following table sets forth a comparison of the results of operations for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

Impact of Macroeconomic Trends

Overall unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.

High levels of inflation and interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent.

These factors, which include supply chain disruptions, labor shortages, and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.

For example, we have experienced higher levels of bad debt expense, which we believe is driven in part by declining availability of rent assistance payments as many COVID-related programs begin to wind down, as well as ordinances in certain markets which restrict residential lease compliance options.

We expect that our bad debt expense will remain elevated compared to pre-COVID averages, as it continues to take longer to address residents who are not current with their rent.

To offset the impacts of increasing inflation, since March 2022 the Federal Open Market Committee has raised short-term interest rates a total of 425 bps to a target range of 4.25% to 4.50% as of December 31, 2022.

The committee has signaled that it expects to make additional rate increases.

“Risk Factors — Risks Related to Our Business and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate assets” in this Annual Report on Form 10-K.

We may also incur additional expenses as a result of regulations requiring additional detailed climate-related disclosures, including regarding greenhouse gas emissions.

We actively consider physical risks such as the potential for natural disasters such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and our business processes.

We have responded to and have cooperated with these inquiries and information requests.

In January 2023, we received an inquiry from the staff of the SEC requesting information relating to our compliance with building codes and permitting requirements, related policies and procedures, and other matters.

| Southern California | | | | | | 7,776 | | | | | | 97.6% | | | | | | $2,808 | | | | | | $1.65 | | | | | | 11.9 | | % | | | |

| Northern California | | | | | | 4,440 | | | | | | 95.1% | | | | | | 2,511 | | | | | | 1.61 | | | | | | 6.1 | | % | | | |

| Seattle | | | | | | 4,084 | | | | | | 92.2% | | | | | | 2,626 | | | | | | 1.37 | | | | | | 5.8 | | % | | | |

| Phoenix | | | | | | 8,914 | | | | | | 95.4% | | | | | | 1,836 | | | | | | 1.10 | | | | | | 9.3 | | % | | | |

| Las Vegas | | | | | | 3,180 | | | | | | 95.3% | | | | | | 2,045 | | | | | | 1.03 | | | | | | 3.6 | | % | | | |

| Denver | | | | | | 2,670 | | | | | | 89.6% | | | | | | 2,374 | | | | | | 1.30 | | | | | | 3.4 | | % | | | |

| Western United States Subtotal | | | | | | 31,064 | | | | | | 95.0% | | | | | | 2,350 | | | | | | 1.35 | | | | | | 40.1 | | % | | | |

| South Florida | | | | | | 8,402 | | | | | | 97.3% | | | | | | 2,607 | | | | | | 1.40 | | | | | | 12.2 | | % | | | |

| Tampa | | | | | | 8,637 | | | | | | 96.6% | | | | | | 2,031 | | | | | | 1.09 | | | | | | 9.9 | | % | | | |

| Orlando | | | | | | 6,457 | | | | | | 97.1% | | | | | | 1,993 | | | | | | 1.07 | | | | | | 7.3 | | % | | | |

| Jacksonville | | | | | | 1,928 | | | | | | 97.0% | | | | | | 1,991 | | | | | | 1.00 | | | | | | 2.2 | | % | | | |

| Florida Subtotal | | | | | | 25,424 | | | | | | 97.0% | | | | | | 2,209 | | | | | | 1.18 | | | | | | 31.6 | | % | | | |

| Atlanta | | | | | | 12,657 | | | | | | 96.8% | | | | | | 1,813 | | | | | | 0.88 | | | | | | 13.0 | | % | | | |

| Carolinas | | | | | | 5,359 | | | | | | 95.5% | | | | | | 1,860 | | | | | | 0.87 | | | | | | 5.5 | | % | | | |

| Southeast United States Subtotal | | | | | | 18,016 | | | | | | 96.4% | | | | | | 1,827 | | | | | | 0.88 | | | | | | 18.5 | | % | | | |

| Houston | | | | | | 2,104 | | | | | | 96.5% | | | | | | 1,736 | | | | | | 0.90 | | | | | | 2.1 | | % | | | |

| Dallas | | | | | | 2,869 | | | | | | 95.2% | | | | | | 2,042 | | | | | | 0.99 | | | | | | 3.3 | | % | | | |

| Texas Subtotal | | | | | | 4,973 | | | | | | 95.7% | | | | | | 1,911 | | | | | | 0.95 | | | | | | 5.4 | | % | | | |

| Chicago | | | | | | 2,527 | | | | | | 97.4% | | | | | | 2,171 | | | | | | 1.35 | | | | | | 3.0 | | % | | | |

| Minneapolis | | | | | | 1,109 | | | | | | 95.9% | | | | | | 2,143 | | | | | | 1.09 | | | | | | 1.4 | | % | | | |

| Midwest United States Subtotal | | | | | | 3,636 | | | | | | 96.9% | | | | | | 2,163 | | | | | | 1.26 | | | | | | 4.4 | | % | | | |

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

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

| Total / Average | | | | | | 83,113 | | | | | | 96.0% | | | | | | $2,158 | | | | | | $1.15 | | | | | | 100.0 | | % | | | |

| Same Store Total / Average | | | | | | 74,646 | | | | | | 97.7% | | | | | | $2,151 | | | | | | $1.15 | | | | | | 91.2 | | % | | | |

(1)As of December 31, 2022.

Sensitivity to many of these factors has been heightened as a result of current macroeconomic conditions, including rapidly accelerating economic inflation and increasing interest rates.

COVID-19

The COVID-19 pandemic has spread rapidly, adversely affecting public health, economic activity, financial markets and employment.

The continued development and fast-changing nature of the COVID-19 pandemic creates many unknowns that impact our residents, associates, and suppliers.

The ultimate impacts remain unknown, but have included and could range from macroeconomic effects (such as continued strain on global and United States economic conditions and disruptions to, and volatility in, the credit and financial markets, consumer spending, supply chains, and the market for acquisition and disposition of single-family homes) to more industry-specific effects (such as depressed collection rates, higher or lower occupancy levels, and restrictions on evictions, collections, rent increases, and late fees), and other unanticipated consequences.

Throughout the COVID-19 pandemic, we have maintained continuity in business operations and have supported our residents and associates by implementing a host of measures and protocols that enable our teams to safely provide outstanding service to residents.

These protocols include: (1) implementing a safety training program and providing personal protective equipment for all associates; (2) creating flexible work schedules for our associates in terms of both location and hours of work; (3) adhering to strict safety protocols for maintenance service trips; (4) leveraging self-show and virtual-tour technology; and (5) offering virtual options for resident move-in orientations and pre-move-out visits.

We also believe that we are in material compliance with federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

Additionally, to act on our core values of "Genuine Care" and "Standout Citizenship," we offer flexible solutions for residents experiencing financial hardship when requested, including payment plans and late fee abatements.

We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes.

This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements.

We have helped thousands of residents apply for rental assistance programs and, as a result, they have received $48.0 million in rental assistance payments during the year ended December 31, 2021, and $50.5 million cumulatively since such programs were put in place.

Neither the aforementioned procedural adjustments nor the overall impact of the COVID-19 pandemic created significant disruptions to our business model during the years ended December 31, 2021 and 2020.

The situation surrounding the ongoing COVID-19 pandemic and its variants remains fluid, and we continue to actively monitor the effects of the pandemic and manage our response in collaboration with our residents and business partners and to assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business.

“Risk Factors — Risks Related to Our Business and Industry — 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” in our Annual Report on Form 10-K.

| Southern California | | | | | | 7,876 | | | | | | 98.3% | | | | | | $2,643 | | | | | | $1.56 | | | | | | 12.5 | | % | | | |

| Northern California | | | | | | 4,404 | | | | | | 96.9% | | | | | | 2,314 | | | | | | 1.49 | | | | | | 6.1 | | % | | | |

| Seattle | | | | | | 4,027 | | | | | | 95.3% | | | | | | 2,388 | | | | | | 1.24 | | | | | | 5.6 | | % | | | |

| Phoenix | | | | | | 8,744 | | | | | | 96.6% | | | | | | 1,620 | | | | | | 0.98 | | | | | | 8.7 | | % | | | |

| Las Vegas | | | | | | 3,100 | | | | | | 97.6% | | | | | | 1,829 | | | | | | 0.92 | | | | | | 3.5 | | % | | | |

| Denver | | | | | | 2,667 | | | | | | 91.6% | | | | | | 2,218 | | | | | | 1.22 | | | | | | 3.4 | | % | | | |

| Western United States Subtotal | | | | | | 30,818 | | | | | | 96.6% | | | | | | 2,159 | | | | | | 1.25 | | | | | | 39.8 | | % | | | |

| South Florida | | | | | | 8,250 | | | | | | 97.5% | | | | | | 2,334 | | | | | | 1.25 | | | | | | 12.2 | | % | | | |

| Tampa | | | | | | 8,446 | | | | | | 97.3% | | | | | | 1,812 | | | | | | 0.97 | | | | | | 9.6 | | % | | | |

| Orlando | | | | | | 6,369 | | | | | | 97.0% | | | | | | 1,811 | | | | | | 0.97 | | | | | | 7.3 | | % | | | |

| Jacksonville | | | | | | 1,903 | | | | | | 97.9% | | | | | | 1,814 | | | | | | 0.92 | | | | | | 2.2 | | % | | | |

| Florida Subtotal | | | | | | 24,968 | | | | | | 97.3% | | | | | | 1,987 | | | | | | 1.06 | | | | | | 31.3 | | % | | | |

| Atlanta | | | | | | 12,661 | | | | | | 97.6% | | | | | | 1,653 | | | | | | 0.80 | | | | | | 13.2 | | % | | | |

| Carolinas | | | | | | 5,253 | | | | | | 96.5% | | | | | | 1,717 | | | | | | 0.80 | | | | | | 5.4 | | % | | | |

| Southeast United States Subtotal | | | | | | 17,914 | | | | | | 97.3% | | | | | | 1,671 | | | | | | 0.80 | | | | | | 18.6 | | % | | | |

| Houston | | | | | | 2,134 | | | | | | 96.8% | | | | | | 1,638 | | | | | | 0.84 | | | | | | 2.2 | | % | | | |

| Dallas | | | | | | 2,856 | | | | | | 95.4% | | | | | | 1,895 | | | | | | 0.92 | | | | | | 3.4 | | % | | | |

| Texas Subtotal | | | | | | 4,990 | | | | | | 96.0% | | | | | | 1,783 | | | | | | 0.89 | | | | | | 5.6 | | % | | | |

| Chicago | | | | | | 2,567 | | | | | | 98.0% | | | | | | 2,056 | | | | | | 1.27 | | | | | | 3.3 | | % | | | |

| Minneapolis | | | | | | 1,121 | | | | | | 97.0% | | | | | | 2,017 | | | | | | 1.03 | | | | | | 1.4 | | % | | | |

| Midwest United States Subtotal | | | | | | 3,688 | | | | | | 97.7% | | | | | | 2,044 | | | | | | 1.19 | | | | | | 4.7 | | % | | | |

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

| Nashville(5) | | | | | | 3 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | % | | | |

| Total / Average | | | | | | 82,381 | | | | | | 97.0% | | | | | | $1,972 | | | | | | $1.05 | | | | | | 100.0 | | % | | | |

| Same Store Total / Average | | | | | | 72,245 | | | | | | 98.2% | | | | | | $1,969 | | | | | | $1.05 | | | | | | 90.2 | | % | | | |

(5)In December 2019, we announced a plan to fully exit the Nashville market.

A primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, [removed: domestic] [added: unfavorable global] and [removed: international] [added: United States] economic [added: conditions (including inflation] and [removed: political considerations,] [added: interest rates), geopolitical tensions,] and other factors that are beyond our control.

As of December 31, [removed: 2021,] [added: 2022,] our [added: $3,886.0 million of] outstanding variable-rate debt was comprised of borrowings on our mortgage loans of [removed: $2,071.9] [added: $661.0] million and Term Loan [removed: Facility of $2,500.0 million for a combined total] [added: Facilities] of [removed: $4,571.9] [added: $3,225.0] million.

[removed: We] [added: As of December 31, 2022, we had] effectively converted [removed: 96.7%] [added: 98.3%] of these borrowings to a fixed rate through interest rate swap agreements.

[removed: Additionally, all] [added: Our variable-rate] borrowings bear interest at [added: one month] LIBOR [added: or Adjusted SOFR] plus the applicable spread.

Assuming no change in the outstanding balance of our existing debt, the projected effect of a 100 bps increase or decrease in LIBOR [added: and Adjusted SOFR, collectively,] on our annual interest expense would be an estimated increase [removed: of $1.5 million] or [removed: $20.9 million, respectively.][added: decrease of $0.7 million.]

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

Inflation

Inflation primarily impacts our results of operations as a result of increased repair and maintenance and other costs and wage pressures.

Inflation could also impact our cost of capital as a result of changing interest rates on variable rate debt that is not hedged or if our debt instruments are refinanced in a high-inflation environment.

Our resident leases typically have a term of one to two years, which generally enables us to compensate for inflationary effects by increasing rents on our homes to current market rates.

Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results of operations for the year ended December 31, 2022.

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

Our Credit Facility agreement contains a LIBOR floor, and there is no reciprocal feature in our interest rate swap agreements.

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

With over 80,000 homes for lease in 16 markets across the country as of December 31, [removed: 2021,] [added: 2022,] we are meeting the needs of a growing share of Americans who prefer the ease of [added: a] leasing [added: lifestyle] over the burden of owning a home.

Our associates take our values seriously and work hard every day to honor the trust our residents have placed in us to provide [removed: safe] [added: clean, safe,] and [removed: secure] [added: functional] homes for them and their loved ones.

In turn, we focus on ensuring [added: that] our associates are fairly compensated and that we provide a diverse, equitable, and inclusive culture where they are appreciated for who they are and what they bring to the business.

We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that [removed: will] demonstrate that commitment.

Since the beginning of the [added: COVID-19] pandemic, we have implemented [added: and continue to follow, as appropriate,] a host of measures to ensure continuity of our business operations and services while protecting our associates and [removed: residents, including modifying the workplace and adopting new business practices to align with health protocols and adapting to changing operational realities.][added: residents.]

While our business has not been materially affected by the COVID-19 pandemic, we continue to monitor the situation [removed: to ensure we fully understand and define] [added: for] any potential [removed: impact.][added: impact on various aspects of our business.]

As of December 31, [removed: 2021,] [added: 2022,] INVH owns a [removed: 99.6%] [added: 99.7%] 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.

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

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

We believe the advantages of our integrated acquisition platform and local market expertise have driven the quality of our existing total portfolio of [removed: 82,381] [added: 83,113] homes as of December 31, [removed: 2021.][added: 2022.]

We have developed and employ a highly scalable, vertically integrated, and resident-centric property management service platform, referred to as “ProCare.” All of our property management functions have been internally managed since our founding in 2012, and we have implemented an extensive property management infrastructure, including an online resident portal, smart home technology, a mobile app for residents to schedule and track maintenance requests, a technology suite to manage work orders and [removed: associates,] [added: associate schedules,] dedicated in-market associates, and local offices in each of our markets.

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

We typically begin pre-marketing properties 30 to [removed: 60] [added: 45] days in advance of their becoming vacant to maintain high occupancy rates and reduce vacancy losses.

We advertise available properties through multiple channels, including [removed: an exclusive period on] our proprietary website, internet listing services (such as Zillow, Trulia, HotPads, and Realtor.com), [removed: MLS,] [added: Multiple Listing Service (“MLS”),] yard signs, search engine marketing, social and other digital media, and local brokers.

We own internal brokerages to serve each state in which we operate and [removed: primarily] utilize in-market leasing experience specialists to drive [removed: a better] [added: an] end-to-end resident experience that achieves our occupancy, revenue, and retention goals while facilitating enjoyment of [removed: our] [added: a] worry-free leasing lifestyle.

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

ProCare service, our [added: proactive] 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 our homes’ systems, and ensure that each resident is properly educated regarding the home and their responsibilities.

When a new resident moves into one of our homes, our associates conduct a resident orientation [removed: (occasionally 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.

Following the regularly scheduled post move-in maintenance visit described above, our in-house property maintenance associates in each of our markets [added: seek to] conduct preventive maintenance visits [removed: about] every six months during the life of a resident’s stay in the home.

Specifically, the process we use to select and, on an ongoing basis, evaluate our markets ranks these markets based on relative weightings of factors that include, but are not limited to, forecast population and employment growth, household formation, historical and forecast deliveries of new residential housing supply, [removed: discounts to replacement cost for single-family residential housing,] size of the addressable market, volume of new and existing home sales, potential yields implied by the relationship between market rental rates and the price of single-family residential housing, forecast home price appreciation, and forecast rental rate growth.

We target submarkets and neighborhoods in undersupplied high-growth markets and leverage our in-house acquisition and operations teams’ local market expertise to acquire homes in [removed: in-fill] [added: desirable] locations that we believe will experience above average rental rate growth and home price appreciation.

We also collaborate with local market real estate brokers and [removed: others, and] [added: strategic third party technology platforms, which] we leverage [removed: these relationships] to source off-market acquisition opportunities.

Each property’s detailed budget and scope of work prepared by our in-house team of renovation professionals is reviewed and vetted by our [removed: in-house asset management and] operations teams, [added: both locally] and [added: nationally, and] in the case of work we contract directly, presented for bid to one or more of our pre-approved vendor partners in each of our markets.

We believe the significant local density of our portfolio, which averages approximately 5,000 homes per market as of December 31, [removed: 2021,] [added: 2022,] allows us to selectively sell properties without sacrificing the operating efficiency of our concentrated scale.

Environmental, Social, and [removed: Governance Initiatives][added: Governance]

We believe that integrating [removed: environmental, social, and governance] [added: ESG] initiatives into our strategic business objectives is [removed: critical to] [added: part of] our long-term [removed: success.][added: success, and we continue to evolve our corporate strategy to meet sustainability and social responsibility commitments.]

To [removed: ensure consistent attention and focus on] [added: that end, our in-house] ESG [removed: matters, we have created] [added: professionals and] a [removed: dedicated,] cross-functional [removed: ESG] task force of associates [removed: led by executive management.][added: ensure consistent attention and focus is placed on ESG matters.]

We also believe in the value of feedback, and we hold [removed: ourselves accountable.]

[removed: To that end, we] [added: We] participate in the GRESB Real Estate Assessment for a third-party evaluation of our ESG performance, and we [removed: have linked this performance] [added: are the first United States REIT] to [added: link] the pricing of [removed: our] [added: a] revolving credit [removed: facility, whereby improvements in] [added: facility to] our GRESB [removed: score over time can benefit our borrowing costs under the facility.][added: score.]

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

Among other things, these policies encompass areas of community and associate engagement, diversity, equity, and inclusion (“DE&I”), human rights, corporate governance and ethics, and environmental [removed: initiatives that reflect existing and emerging standards of corporate social responsibility.][added: initiatives.]

By offering quality homes in attractive neighborhoods, we believe we give residents the choice to lease a home in a community [added: that may not have otherwise been attainable.]

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 and other [removed: lease offerings that enhance their experience, and] [added: ancillary service offerings,] providing 24/7 maintenance combined with our [removed: best-in-class] ProCare property management [removed: service platform.][added: platform, and surveying residents to ask for feedback that can help us make their experience even better.]

We also believe it is important to listen to our residents, and we [removed: incorporate] [added: take] their feedback to [added: heart in our quest to] continuously enhance the Genuine Care we provide.

We survey residents at each key step in their journey with Invitation Homes, [removed: including] [added: such as] at move-in and move-out, and after every [removed: in-person] [added: maintenance] interaction they have with an Invitation Homes associate or vendor.

We use this feedback [added: and other information] to hold ourselves accountable, with [removed: all] [added: 100%] of our [removed: field] [added: operational] associates having a portion of their compensation tied directly to resident satisfaction survey scores.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 1,240] [added: 1,511] dedicated full-time associates, which we supplement with temporary and contract resources.

Nothing [removed: happens] [added: is accomplished] without the day-to-day dedication of our invaluable [removed: associates.][added: teams.]

Whether they are a front-line [removed: brand ambassador] [added: market associate] who represents us each and every day with our [removed: residents] [added: residents,] or a [removed: back-of-the-house support] [added: centralized] team member who [removed: ensures we continue] [added: supports the front line and strives] to [removed: move forward,] [added: ensure quality and consistency of] our [added: work, our] associates are our greatest asset.

We also consider a number of qualitative factors, such as neighborhood characteristics, community amenities, and proximity to employment centers, desirable schools, transportation corridors, and local services.

As one of the nation’s premier home leasing companies, we have an opportunity to make a profound impact through sustainability initiatives as we seek to embody our values of Unshakeable Integrity, Genuine Care, Continuous Excellence, and Standout Citizenship.

Our mission statement “Together with you, we make a house a home” reflects our efforts to creating an exceptional leasing experience for our residents, a workplace where our associates can thrive, and ESG practices that contribute to a more inclusive, equitable, and sustainable world.

In addition, the Nominating and Corporate Governance Committee of the Board of Directors is responsible for monitoring, reviewing, and providing oversight with respect to our ESG strategy, initiatives, and policies via periodic updates from management regarding our ESG activities and progress.

ourselves accountable.

In 2022, for the second year in a row, we achieved a 13% improvement in our sustainability score with GRESB.

We are committed to sustainability and being a good corporate citizen.

We focus on environmental sustainability because we recognize that the operation of our assets, the way our associates manage and conduct our business, and the way our residents use their homes can have a meaningful impact on the environment.

While each resident is solely responsible for utility expenses related to energy and water usage, we seek to address environmental impacts within our areas of control and encourage our residents to do the same in their homes.

We strive to provide a work environment that attracts, develops, and retains top talent by creating an engaging work experience with opportunities for development.

Further, our engagement with residents, community members, vendors, and others helps build strong connections that benefit our communities.

We have been successful at driving consistently high resident satisfaction by promoting a culture of Genuine Care, including through a formal recognition program and by linking all operational associates’ compensation to resident satisfaction.

Maintaining consistent and transparent communication with our residents is a priority.

In the last few years, we have updated resources on our external website to promote transparency, including:

- a step-by-step guide to our application process, including detailed qualification requirements, for potential residents;

- a detailed move-out guide to inform residents of the steps to take when moving out of one of our homes, as well as tips on how to receive their full security deposit back; and

- a detailed list of lease components, such as rent, utility reimbursements, and ancillary services, to build awareness of the service selections residents have made and the charges they are responsible for when they lease a home.

Our all-time company rating of 4.1 on Google and Yelp combined, our A+ rating with the Better Business Bureau (“BBB”), and our BBB accreditation evidence our commitment to resident satisfaction.

Your Voice.* We continue to achieve high participation by our associates, with 80% of our associates sharing feedback at least once in 2022.

In 2022, our focus on engagement led to recognition by Comparably for Best Company Culture, Best Company — Dallas, and Best Company Happiness.

In 2022, we launched *Growing People for Success*, a fully integrated talent cycle that incorporates our performance and feedback process, career growth and development, and leadership behaviors model.

We were recognized by LinkedIn in 2022 with a Top Companies in Real Estate award, ranking #8 in companies offering real estate career growth.

In 2022, we launched an immersive six month leadership development program for 25 emerging leaders.

Additionally, we designed and piloted a leadership assessment and development program, aimed at creating a science-based approach to identifying, growing, and retaining our top talent.

Lastly, we brought 150 of our leaders together in 2022 to focus on leadership development, building trust, and alignment with key Invitation Homes priorities.

Compensation is one component of our *Total Value* offering for Invitation Homes associates, and we strive to compensate associates fairly and consistently based on market rates for their roles, experience, and how they perform.

As such, in 2022 a pay equity review was conducted by a third party consultant with oversight by our human resources team.

Our results show that we have 100% pay equity in salary for women and men, and compensation received by people of color is, on average, 99% of that received by peers who are not people of color in comparable positions.

We intend to continue monitoring our pay equity practices on an ongoing basis and consider pay equity dynamics when promoting internally and hiring externally.

Achieving and sustaining pay equity is a key focus for us now and in the future.

Another component of our *Total Value* offering for associates is our holistic wellness program, which is designed to enhance mental, physical, and financial wellbeing.

We also offer a *myFlexibility* program under which many of our office-based associates have shifted to hybrid work schedules.

Health and safety programs and processes are also vitally important to the wellbeing of our associates, and we conduct monthly safety training for our maintenance associates and a regular driving safety training for our fleet drivers.

This increase is primarily attributable to our return to normal business operations after the COVID-19 pandemic and a 42% increase in the headcount of our operations team over the same period.

We also believe our business has a positive economic impact on the communities in which we operate, through improved neighborhoods that benefit from our home renovations, the value of our local teams living in and contributing to the local economy, and the payment of real estate taxes and purchase of local goods and services.

We are actively engaged in a broad range of community and philanthropic activities in our markets, contributing funds nationwide and encouraging our associates to be active in their communities by providing each of them 20 hours of paid volunteer time each year.

Each day, we work hard and are committed to delivering on our company’s mission statement — “Together with you, we make a house a home.” In doing so, our actions are guided by our company’s core values: Unshakeable Integrity, Genuine Care, Continuous Excellence, and Standout Citizenship.

In our daily interactions with residents, fellow associates, vendors, suppliers, and other stakeholders, honesty and integrity are essential.

Any associate who violates the requirements of the Code of Conduct, or any of our other policies, is subject to disciplinary action up to and including termination.

*Reporting Violations and Whistleblower Protection*

During 2021, we continued to adapt our priorities and evolve our strategies to navigate the challenges of the ongoing COVID-19 pandemic.

We temporarily paused a portion of these visits as a result of the COVID-19 pandemic but began reinstating ProCare proactive visits during 2021.

As one of the nation’s leading home leasing companies, we have an opportunity and responsibility to contribute to a more inclusive, equitable, and sustainable world.

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

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

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 initiatives that make us more innovative and our processes more sustainable.

In 2021, we completed a formal ESG materiality assessment to identify opportunities for us to make the biggest impact in the areas that our stakeholders prioritize.

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.

In 2021, we achieved a 13% improvement in our sustainability score with GRESB, surpassing the 5% hurdle set forth in our credit facility agreement for achievement of the pricing benefit.

Protecting the environment is critically important to us, and our corporate responsibility initiatives help limit the company’s carbon footprint and the environmental impact of our homes.

We take our responsibility around carbon emissions very seriously, and we continue to look for ways to lower the level of emissions from, and energy use by, 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;

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

- investing in the Fifth Wall Climate Technology Fund to support companies creating climate-friendly technologies for real estate; and

- running a *Green Spaces* community initiative that brings residents, associates, and business partners together to expand conservation efforts in our markets.

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

Many things contribute to an exceptional experience for our residents – the speed and effectiveness of our service, the quality of our portfolio through our ongoing commitment to maintaining our homes, the Genuine Care we provide in each interaction, and much more.

that may not have otherwise been attainable.

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

With the safety and well-being of our residents and associates being our highest priority during the ongoing COVID-19 pandemic, we continue to follow protocols that enable teams to safely provide outstanding service to residents.

These protocols include: implementing a safety training program and providing personal protective equipment for all associates; adhering to strict safety protocols for maintenance service trips; leveraging self-show and virtual-tour technology; and offering virtual options for resident move-in orientations and pre-move-out visits.

Additionally, while the COVID-19 outbreak has required us to modify our property improvement and maintenance procedures to accommodate resident safety preferences, as a currently designated “essential business” we are completing all maintenance work orders unless a resident reports symptoms of or exposure to COVID-19.

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.

We also provide residents assistance with finding available rental assistance.

As a result of these policies and the dedication of our associates, we have helped thousands of our residents receive more than $50.5 million of rental assistance through December 31, 2021.

We continue these efforts today.

Additionally, we believe that we are in material compliance with federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

As a result of listening to feedback and making positive changes to improve our homes and our services, in the summer of 2021 we reached and now maintain an all-time company rating of 4.0 on Google and Yelp combined.

In addition, we retain an A+ rating with the Better Business Bureau (“BBB”) and received BBB accreditation in January 2022.

In 2021, we created a DE&I framework, to be used as a roadmap to guide meaningful progress on our DE&I journey through 2023.

We also launched the *iBelong, youBelong* Commitment, which unified our approach to creating a greater sense of belonging for all associates.

| | | | | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Large Accelerated Filer | | | | | | | | | | | | | | | | | | ☑ | | | | | | Accelerated Filer | | | | | | | | | | | | | | | | | | ☐ | | | [added: Emerging Growth Company] | | | | | | | | | | | | | | | | | | [added: ☐] | | | | | | | | |

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

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $21.1] [added: $21.7] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

As of February [removed: 18, 2022,] [added: 20, 2023,] there were [removed: 607,652,169] [added: 611,411,460] shares of common stock, par value $0.01 per share, outstanding.

| 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: 2022] [added: 2023] annual meeting of stockholders (the [removed: “2022] [added: “2023] Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year to which this report relates. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Item | | | 1A. | | | Risk Factors | | | [removed: [22](#i7b885b80b00a4da29558cfc9056d504b_229)] [added: [21](#i64c45bca11b94eb28b49cd6ebb890c92_238)] | | |

| Item | | | 1B. | | | Unresolved Staff Comments | | | [removed: [51](#i7b885b80b00a4da29558cfc9056d504b_316)] [added: [50](#i64c45bca11b94eb28b49cd6ebb890c92_328)] | | |

| Item | | | 3. | | | Legal Proceedings | | | [removed: [51](#i7b885b80b00a4da29558cfc9056d504b_223)] [added: [50](#i64c45bca11b94eb28b49cd6ebb890c92_232)] | | |

| Item | | | 4. | | | Mine Safety Disclosures | | | [removed: [52](#i7b885b80b00a4da29558cfc9056d504b_238)] [added: [50](#i64c45bca11b94eb28b49cd6ebb890c92_247)] | | |

| Item | | | 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [53](#i7b885b80b00a4da29558cfc9056d504b_274)] [added: [51](#i64c45bca11b94eb28b49cd6ebb890c92_280)] | | |

| Item | | | 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [55](#i7b885b80b00a4da29558cfc9056d504b_154)] [added: [53](#i64c45bca11b94eb28b49cd6ebb890c92_160)] | | |

| Item | | | 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [78](#i7b885b80b00a4da29558cfc9056d504b_205)] [added: [76](#i64c45bca11b94eb28b49cd6ebb890c92_211)] | | |

| Item | | | 8. | | | Financial Statements and Supplementary Data | | | [removed: [79](#i7b885b80b00a4da29558cfc9056d504b_217)] [added: [77](#i64c45bca11b94eb28b49cd6ebb890c92_226)] | | |

| Item | | | 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [79](#i7b885b80b00a4da29558cfc9056d504b_214)] [added: [77](#i64c45bca11b94eb28b49cd6ebb890c92_223)] | | |

| Item | | | 9A. | | | Controls and Procedures | | | [removed: [79](#i7b885b80b00a4da29558cfc9056d504b_208)] [added: [77](#i64c45bca11b94eb28b49cd6ebb890c92_214)] | | |

| Item | | | 9B. | | | Other Information | | | [removed: [82](#i7b885b80b00a4da29558cfc9056d504b_241)] [added: [80](#i64c45bca11b94eb28b49cd6ebb890c92_250)] | | |

| Item | | | 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | | | [removed: [82](#i7b885b80b00a4da29558cfc9056d504b_2885)] [added: [80](#i64c45bca11b94eb28b49cd6ebb890c92_286)] | | |

| Item | | | 10. | | | Directors, Executive Officers, and Corporate Governance | | | [removed: [83](#i7b885b80b00a4da29558cfc9056d504b_256)] [added: [81](#i64c45bca11b94eb28b49cd6ebb890c92_265)] | | |

| Item | | | 11. | | | Executive Compensation | | | [removed: [83](#i7b885b80b00a4da29558cfc9056d504b_259)] [added: [81](#i64c45bca11b94eb28b49cd6ebb890c92_268)] | | |

| Item | | | 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [83](#i7b885b80b00a4da29558cfc9056d504b_262)] [added: [81](#i64c45bca11b94eb28b49cd6ebb890c92_271)] | | |

| Item | | | 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [83](#i7b885b80b00a4da29558cfc9056d504b_265)] [added: [81](#i64c45bca11b94eb28b49cd6ebb890c92_274)] | | |

| Item | | | 14. | | | Principal Accountant Fees and Services | | | [removed: [83](#i7b885b80b00a4da29558cfc9056d504b_268)] [added: [81](#i64c45bca11b94eb28b49cd6ebb890c92_277)] | | |

| Item | | | 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [84](#i7b885b80b00a4da29558cfc9056d504b_280)] [added: [82](#i64c45bca11b94eb28b49cd6ebb890c92_292)] | | |

| Item | | | 16. | | | Form 10-K Summary | | | [removed: [90](#i7b885b80b00a4da29558cfc9056d504b_277)] [added: [87](#i64c45bca11b94eb28b49cd6ebb890c92_295)] | | |

Such forward-looking statements are subject to various risks and uncertainties as summarized below in “Summary Risk Factors.” These risks and uncertainties include among others, risks inherent to the single-family rental industry and our business model, macroeconomic factors beyond our control, competition in identifying and acquiring properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association (“HOA”) fees, and insurance costs, [added: poor resident selection and defaults and non-renewals by] our [added: residents, our] dependence on third parties for key services, risks related to the evaluation of properties, [removed: poor resident selection and defaults and non-renewals by our residents,] performance of our information technology systems, risks related to our indebtedness, [removed: and] risks related to the potential negative impact of [added: unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, geopolitical tensions, natural disasters, climate change, and public health crises, including] the ongoing COVID-19 pandemic on our financial condition, results of operations, cash flows, business, associates, and residents.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form [removed: 10-K,] [added: 10-K] and in our other periodic filings.

- Our operating results are subject to risks [removed: related to general economic conditions and risks] associated with our real estate [removed: assets;][added: assets, as well as unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, and geopolitical tensions;]

- Legal and regulatory proceedings, claims, [removed: inquiries and] [added: inquiries,] investigations, [added: and demands from tenant and consumer advocacy organizations,] exacerbated by increased political and regulatory scrutiny of our industry, and negative publicity [removed: by tenant and consumer rights organizations] could directly limit and constrain our operations and may result in significant litigation expenses and reputational harm;

- A significant number of our residential properties are part of HOAs and we and our residents are subject to the rules of such HOAs, which are subject to change, and violations of such rules may subject us to additional fees and penalties and litigation with such HOAs, which [removed: would] [added: may] be costly;

- [removed: Allegations of leasing] [added: Leasing] fraud may [added: negatively impact and disrupt our operations, including the loss of revenue and/or an increase in costs to combat these activities, and may] result in fines, settlements, litigation expenses, and reputational damage;

- “Carolinas” includes Charlotte-Concord-Gastonia, NC-SC, Greensboro-High Point, NC, Raleigh-Cary, NC, Durham-Chapel Hill, NC, and Winston-Salem, [removed: SC;][added: NC;]

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

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

Unless otherwise indicated, total homes or total portfolio refers to [removed: the] wholly owned homes and excludes homes owned in joint ventures.

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filling reflect the correction of an error to previously issued financials statements. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ☐ | | |

| Item | | | 1. | | | Business | | | [8](#i64c45bca11b94eb28b49cd6ebb890c92_310) | | |

| Item | | | 2. | | | Properties | | | [50](#i64c45bca11b94eb28b49cd6ebb890c92_319) | | |

| Item | | | 6. | | | Reserved | | | [52](#i64c45bca11b94eb28b49cd6ebb890c92_283) | | |

| [Exhibit Index](#i64c45bca11b94eb28b49cd6ebb890c92_253) | | | | | | | | | | | |

| [Signatures](#i64c45bca11b94eb28b49cd6ebb890c92_256) | | | | | | | | | | | |

- Increases in restrictions and other regulations regarding evictions and expansion of tenant rights, rent control, and rent stabilization laws, or other similar laws and regulations could have an adverse effect on our results of operations;

| | | | | | | | | | | | | | | | | | | | | | | | | | | | Emerging Growth Company | | | | | | | | | | | | | | | | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Item | | | 1. | | | Business | | | [8](#i7b885b80b00a4da29558cfc9056d504b_298) | | |

| Item | | | 2. | | | Properties | | | [51](#i7b885b80b00a4da29558cfc9056d504b_307) | | |

| Item | | | 6. | | | Reserved | | | [54](#i7b885b80b00a4da29558cfc9056d504b_271) | | |

| [Exhibit Index](#i7b885b80b00a4da29558cfc9056d504b_244) | | | | | | | | | | | |

| [Signatures](#i7b885b80b00a4da29558cfc9056d504b_247) | | | | | | | | | | | |

Moreover, many of these factors have been heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.

- 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;

As of February [removed: 18, 2022,] [added: 20, 2023,] there were [removed: 49] [added: 46] holders of record of [removed: 607,652,169] [added: 611,411,460] shares of common stock outstanding.

For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] dividends per share held for the entire year were estimated to be taxable as follows:

| Ordinary [removed: income(2)(3)] [added: income(2)] | | | | | | $ | [removed: 0.51] [added: 0.69] | | | | | [removed: 74.5] [added: 78.7] | | % | | | | $ | [removed: 0.43] [added: 0.51] | | | | | [removed: 71.8] [added: 74.5] | | % |

| Capital [removed: gains(4)(5)] [added: gains(3)(4)(5)] | | | | | | [removed: 0.15] [added: 0.16] | | | | | | [removed: 21.8] [added: 18.1] | | % | | | | [removed: 0.12] [added: 0.15] | | | | | | [removed: 20.7] [added: 21.8] | | % |

| Qualified dividends | | | | | | — | | | | | | — | | % | | | | [removed: 0.01] [added: —] | | | | | | [removed: 0.9] [added: —] | | % |

| Unrecaptured Section 1250 [removed: gain(4)(5)] [added: gain(3)(4)(5)] | | | | | | [removed: 0.02] [added: 0.03] | | | | | | [removed: 3.7] [added: 3.2] | | % | | | | [removed: 0.04] [added: 0.02] | | | | | | [removed: 6.6] [added: 3.7] | | % |

| Total | | | | | | $ | [removed: 0.68] [added: 0.88] | | | | | 100.0 | | % | | | | $ | [removed: 0.60] [added: 0.68] | | | | | 100.0 | | % |

[removed: (3)Approximately 0.1%] [added: (4)Approximately 97.13%] of the [removed: 2021 ordinary income dividends] [added: aggregate amounts allocated in 2022 as capital gain and unrecaptured Section 1250 gain] represents a disposition of a United States real property interest pursuant to Section 897.

[removed: (4)Approximately 15.3%] [added: (3)Approximately 2.87%] of the aggregate amounts allocated in [removed: 2021] [added: 2022] as capital gains and unrecaptured Section 1250 gain represents One Year Disclosure Amounts and Three Year Disclosure Amounts for purposes of Section 1061.

The following graph shows the total stockholder return of an investment of $100 cash on [removed: February 1,] [added: December 31,] 2017 [removed: (the date our common stock began trading on the NYSE)] for (1) our common stock, (2) the S&P 500 Total Return Index, and (3) the MSCI US REIT (RMS) Total Return Index.

[removed: ][added: ]

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

| | | | | | | [removed: February 1,] [added: December 31,] 2017 | | | | | | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | [added: | | | | | |]

We made no repurchases of our common stock during the three months ended December 31, [removed: 2021.][added: 2022.]

We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year.

The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

(5)Capital gains and unrecaptured Section 1250 gain are designated as a capital gain dividend in accordance with Section 857(b)(3)(B), as redesignated by the TCJA, Pub.

L.

No. 115-97, §13001(b).

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

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

| Invitation Homes Inc. | | | | | | 100.00 | | | | | | 86.90 | | | | | | 132.33 | | | | | | 133.90 | | | | | | 208.33 | | | | | | 139.49 | | | | | | | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | | | | | | | |

| MSCI US REIT Index | | | | | | 100.00 | | | | | | 95.43 | | | | | | 120.09 | | | | | | 110.99 | | | | | | 158.79 | | | | | | 119.87 | | | | | | | | |

To satisfy the requirements to qualify as a REIT and to avoid paying tax on our income, we intend to make quarterly distributions of all, or substantially all, of our REIT taxable income (excluding net capital gains) to our stockholders.

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

(5)Approximately 84.7% of the aggregate amounts allocated in 2021 as capital gain and unrecaptured Section 1250 gain represents a disposition of a United States real property interest pursuant to Section 897.

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

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

| Invitation Homes Inc. | | | | | | 100.00 | | | | | | 119.02 | | | | | | 103.43 | | | | | | 157.50 | | | | | | 159.38 | | | | | | 247.97 | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 119.50 | | | | | | 114.26 | | | | | | 150.24 | | | | | | 177.88 | | | | | | 228.94 | | |

| MSCI US REIT Index | | | | | | 100.00 | | | | | | 106.43 | | | | | | 101.56 | | | | | | 127.80 | | | | | | 118.12 | | | | | | 168.99 | | |

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 information is accumulated and communicated to our management, including our Chief Executive Officer and Chief [added: 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: 2021.][added: 2022.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

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

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: 2021.][added: 2022.]

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

Based on our assessment under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control*—*Integrated] [added: 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: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control*—*Integrated] [added: 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 consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February 22, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on those financial statements.

This evaluation was

February 22, 2023

Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

February 22, 2022

The information required by this Item is incorporated by reference from the Company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated from reference to the Company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

| Invitation Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the three years in the period ended December 31, [removed: 2021] [added: 2022] | | | | | |

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[1](#i7b885b80b00a4da29558cfc9056d504b_283)] [added: F-[1](#i64c45bca11b94eb28b49cd6ebb890c92_289)] | | |

| Consolidated Balance Sheets | | | [removed: F-[3](#i7b885b80b00a4da29558cfc9056d504b_25)] [added: F-[3](#i64c45bca11b94eb28b49cd6ebb890c92_28)] | | |

| Consolidated Statements of Operations | | | [removed: F-[4](#i7b885b80b00a4da29558cfc9056d504b_31)] [added: F-[4](#i64c45bca11b94eb28b49cd6ebb890c92_37)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: F-[5](#i7b885b80b00a4da29558cfc9056d504b_34)] [added: F-[5](#i64c45bca11b94eb28b49cd6ebb890c92_40)] | | |

| Consolidated Statements of Equity | | | [removed: F-[6](#i7b885b80b00a4da29558cfc9056d504b_37)] [added: F-[6](#i64c45bca11b94eb28b49cd6ebb890c92_43)] | | |

| Consolidated Statements of Cash Flows | | | [removed: F-[7](#i7b885b80b00a4da29558cfc9056d504b_43)] [added: F-[7](#i64c45bca11b94eb28b49cd6ebb890c92_52)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i7b885b80b00a4da29558cfc9056d504b_46)] [added: F-[9](#i64c45bca11b94eb28b49cd6ebb890c92_58)] | | |

| Invitation Homes Inc. as of December 31, [removed: 2021] [added: 2022] and for the three years in the period ended December 31, [removed: 2021] [added: 2022] | | | | | |

| Schedule III Real Estate and Accumulated Depreciation | | | [removed: F-[45](#i7b885b80b00a4da29558cfc9056d504b_286)] [added: F-[44](#i64c45bca11b94eb28b49cd6ebb890c92_298)] | | |

| 4.6 | | | | | | [First Supplemental [removed: Indenture,](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm)[dated] [added: Indenture, dated] as of August 6, 2021 among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm)[incl](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm)[u](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm)[ding] [added: trustee including] the form of 2.000% Senior Notes due [removed: 2031](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm) [(incorporated] [added: 2031 (incorporated] by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000119312521239265/d197580dex42.htm) | | | | | | | | |

| 4.7 | | | | | | [Second Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm)[,] [added: Trustee,] including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm) | | | | | | | | |

| 10.4 | | | | | | [Parent Guaranty Agreement dated as of September 17, 2021 re: 2.46% Senior Notes, Series A, due May 25, 2028 and 3.18% Senior Notes, Series B, due May 25, 2036 of Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, [removed: LLC](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a102-parentguaranty.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a102-parentguaranty.htm)[2](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a102-parentguaranty.htm) [to] [added: 10.2 to] the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on October 28, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a102-parentguaranty.htm) | | | | | | | | |

| 10.5 | | | | | | [Parent Guaranty dated as of September 17, 2021 by Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC for the benefit of Bank of America, N.A., in its capacity as the administrative agent for the Lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, for the benefit of itself and such [removed: Lenders](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a101-parentguaranty.htm) [(incorporated] [added: Lenders (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a101-parentguaranty.htm)[1](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a101-parentguaranty.htm) [to] [added: 10.1 to] the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on October 28, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000168722921000061/a101-parentguaranty.htm) | | | | | | | | |

| [removed: 10.10] [added: 10.11] | | | | | | [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) | | | | | | | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Loan Agreement, dated as of November 9, 2017, between IH 2017-2 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 9, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000030/invh-form8xkxs1011917xexhi.htm) | | | | | | | | |

| [removed: 10.12] [added: 10.13] | | | | | | [Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 12, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000005/a24243668_15x2018-1xihloan.htm) | | | | | | | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 9, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000026/a2018-2xihloanagreement.htm) | | | | | | | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Loan Agreement, dated as of June 28, 2018, between IH 2018-3 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on July 2, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000050/exhibit20183.htm) | | | | | | | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Loan Agreement, dated as of November 7, 2018, between IH 2018-4 Borrower LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 8, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000074/exhibit20184.htm) | | | | | | | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Loan Agreement, dated as of June 7, 2019, between 2019-1 IH Borrower LP, as Borrower, and Rothesay Life PLC, 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 June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000037/exhibit20191.htm) | | | | | | | | |

| [removed: 10.17] [added: 10.18] | | | | | | [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) | | | | | | | | |

| [removed: 10.18] [added: 10.19] | | | | | | [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) | | | | | | | | |

| [removed: 10.19] [added: 10.20] | | | | | | [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) | | | | | | | | |

| [removed: 10.20] [added: 10.21] | | | | | | [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) | | | | | | | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Employment Agreement with Dallas B. Tanner, dated November 9, 2015 (incorporated by reference to Exhibit 10.12 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/d260125dex1012.htm) | | | | | | | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Employment Agreement with Ernest M. Freedman, dated September 4, 2015 (incorporated by reference to Exhibit 10.13 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/d260125dex1013.htm) | | | | | | | | |

| [removed: 10.23] [added: 10.32] | | | | | | [removed: [Letter Agreement,] [added: [Executive Transition Services Agreement] dated [removed: August 9, 2017 by and] [added: February 1, 2023,] between [added: Ernest M. Freedman and] Invitation Homes Inc. [removed: and Ernest Freedman] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: August 14, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex104.htm)] [added: February 1, 2023)](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm). [†](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm)] | | | | | | | | |

| [removed: 10.24] [added: 10.28] | | | | | | [removed: [Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc.] [added: [Form of Award Notice] and [removed: Dallas Tanner] [added: Restricted Stock Unit Agreement (2020 LTIP Equity Award)] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: August 14, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517256744/d436757dex105.htm)] [added: February 25, 2020).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000006/a2020ltipequityaward.htm)] | | | | | | | | |

| [removed: 10.25] [added: 10.24] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement for [removed: Mr. Ernest M. Freedman (Supplemental Bonus Award)] [added: Non-Employee Directors (General Form)] (incorporated by reference to Exhibit [removed: 10.18] [added: 10.21] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). [removed: †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1018.htm)] [added: †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1021.htm)] | | | | | | | | |

| [removed: 10.26] [added: 10.25] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement [removed: for Mr. Dallas B. Tanner (Supplemental Bonus] [added: (2019 LTIP Equity] Award) (incorporated by reference to Exhibit [removed: 10.19] [added: 10.2] to the Company’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-11 (No. 333-215452)] [added: 10-Q (File No. 1-38004)] filed on [removed: January 23, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1019.htm)] [added: May 7, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000031/a0331192019annualltipaward.htm)] | | | | | | | | |

| [removed: 10.27] [added: 10.29] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement [removed: for Non-Employee Directors (General Form)] [added: (2021 LTIP Equity Award)] (incorporated by reference to Exhibit [removed: 10.21] [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 23, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1021.htm)] [added: March 4, 2021).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722921000011/a2021ltipequityaward.htm)] | | | | | | | | |

| [removed: 10.28] [added: 10.31] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement [removed: (2017] [added: (2022] LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: June 29, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000019/exhibit101-2017annualltipa.htm)] [added: February 28, 2022). †](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm)] | | | | | | | | |

| [removed: 10.29] [added: 10.26] | | | | | | [removed: [Form of] [added: [2019 Outperformance] Award [removed: Notice and Restricted Stock Unit] Agreement [removed: (Retention Award - Messrs. Freedman and Tanner)] [added: (LTIP Units)] (incorporated by reference to Exhibit 10.2 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 1-38004) filed on [removed: June 29, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000019/exhibit102-rsuagreementret.htm)] [added: July 31, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000044/a0630192019oppunits.htm)] | | | | | | | | |

| 10.30 | | | | | | [Form of [added: Outperformance] Award [removed: Notice and Restricted Stock Unit] Agreement [removed: (2018 LTIP Equity Award)] [added: (LTIP Units)] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on [removed: August 10, 2018). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000060/a63018exhibitltip2018.htm)] [added: April 28, 2022) .†](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm)] | | | | | | | | |

| [removed: 10.31] [added: 10.27] | | | | | | [removed: [Form of Award Notice and Restricted Stock Unit Agreement (2019 LTIP Equity Award)] [added: [Invitation Homes Inc. Executive Severance Plan] (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, [removed: 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000031/a0331192019annualltipaward.htm)] [added: 2020.) †](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000011/severanceplan2020.htm)] | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000002/ye-21ex211subsidiariesofre.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/ye-22ex211subsidiariesofre.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000002/ye-21ex231consentofregiste.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/ye-22ex231consentofregiste.htm)] | | | | | | | | |

| 31.1 | | | | | | [Certificate of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000002/a12-21ceocert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22ceocert311.htm)] | | | | | | | | |

| 31.2 | | | | | | [Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000002/a12-21cfocert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22cfocert312.htm)] | | | | | | | | |

| (c) [Exhibits](#i64c45bca11b94eb28b49cd6ebb890c92_253) | | | | | |

| 4.9 | | | | | | [Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm) [of the Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022).](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm) | | | | | | | | |

| 10.10 | | | | | | [Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, 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 June 22, 2022).](https://www.sec.gov/Archives/edgar/data/1687229/000119312522178809/d303063dex101.htm) | | | | | | | | |

| (c) [Exhibits](#i7b885b80b00a4da29558cfc9056d504b_244) | | | | | |

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

| 10.32 | | | | | | [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) | | | | | | | | |

| 10.33 | | | | | | [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) | | | | | | | | |

| 10.34 | | | | | | [Invitation Homes Inc. Executive Severance Plan (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, 2020.](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000011/severanceplan2020.htm)[)](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000011/severanceplan2020.htm) [†](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000011/severanceplan2020.htm) | | | | | | | | |

| 10.35 | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement (2020 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 25, 2020).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000006/a2020ltipequityaward.htm) | | | | | | | | |

| 10.36 | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on March 4, 2021).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722921000011/a2021ltipequityaward.htm) | | | | | | | | |

† This document has been identified as a management contract or compensatory plan or arrangement.

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 22nd day of February [removed: 2022.][added: 2023.]

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 22nd day of February [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, [removed: other] comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control*—*Integrated] [added: Control—Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The Company owned approximately [removed: 80,000] [added: 83,000] individual single-family residential properties with a net book value of [removed: $17] [added: $17.1] billion as of December 31, [removed: 2021.][added: 2022.]

- 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, [removed: 2021.][added: 2022.]

We also selected a sample of properties sold after December 31, [removed: 2021] [added: 2022] and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, [removed: 2021.][added: 2022.]

[added: | Q1-2022 | | | | | |] February [removed: 22,] [added: 14,] 2022 [added: | | | | | | 0.22 | | | | | | February 28, 2022 | | | | | | 134,240 | | |]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Land | | | | | | $ | [removed: 4,737,938] [added: 4,800,110] | | | | | $ | [removed: 4,539,796] [added: 4,737,938] | |

| Building and improvements | | | | | | [removed: 15,270,443] [added: 15,900,825] | | | | | | [removed: 14,261,954] [added: 15,270,443] | | |

| [added: Balance at beginning of period] | | | | | | [added: $ |] 20,008,381 | | | | | [added: $] | 18,801,750 | | | [added: | | $ | 18,247,164 | |]

| Less: accumulated depreciation | | | | | | [removed: (3,073,059)] [added: (3,670,561)] | | | | | | [removed: (2,513,057)] [added: (3,073,059)] | | |

| Investments in single-family residential properties, net | | | | | | [removed: 16,935,322] [added: 17,030,374] | | | | | | [removed: 16,288,693] [added: 16,935,322] | | |

| Cash and cash equivalents | | | | | | [removed: 610,166] [added: 262,870] | | | | | | [removed: 213,422] [added: 610,166] | | |

| Restricted cash | | | | | | [removed: 208,692] [added: 191,057] | | | | | | [removed: 198,346] [added: 208,692] | | |

| Investments in unconsolidated joint ventures | | | | | | [removed: 130,395] [added: 280,571] | | | | | | [removed: 69,267] [added: 130,395] | | |

| Other assets, net | | | | | | [removed: 395,064] [added: 513,629] | | | | | | [removed: 478,287] [added: 395,064] | | |

| Total assets | | | | | | $ | [removed: 18,537,846] [added: 18,536,708] | | | | | $ | [removed: 17,506,222] [added: 18,537,846] | |

| Mortgage loans, net | | | | | | $ | [removed: 3,055,853] [added: 1,645,795] | | | | | $ | [removed: 4,820,098] [added: 3,055,853] | |

| Secured term loan, net | | | | | | [removed: 401,313] [added: 401,530] | | | | | | [removed: 401,095] [added: 401,313] | | |

| Unsecured notes, net | | | | | | [removed: 1,921,974] [added: 2,518,185] | | | | | | [removed: —] [added: 1,921,974] | | |

| Term loan [removed: facility,] [added: facilities,] net | | | | | | [removed: 2,478,122] [added: 3,203,567] | | | | | | [removed: 2,470,907] [added: 2,478,122] | | |

| Convertible senior notes, net | | | | | | [removed: 141,397] [added: —] | | | | | | [removed: 339,404] [added: 141,397] | | |

| Accounts payable and accrued expenses | | | | | | [removed: 193,633] [added: 198,423] | | | | | | [removed: 149,299] [added: 193,633] | | |

| Resident security deposits | | | | | | [removed: 165,167] [added: 175,552] | | | | | | [removed: 157,936] [added: 165,167] | | |

| Other liabilities | | | | | | [removed: 341,583] [added: 70,025] | | | | | | [removed: 611,410] [added: 341,583] | | |

| Total liabilities | | | | | | [removed: 8,699,042] [added: 8,213,077] | | | | | | [removed: 8,950,149] [added: 8,699,042] | | |

| Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | | | | — | | | | | | — | | |

| Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, [removed: 601,045,438] [added: 611,411,382] and [removed: 567,117,666] [added: 601,045,438] outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | | | | [removed: 6,010] [added: 6,114] | | | | | | [removed: 5,671] [added: 6,010] | | |

| Additional paid-in capital | | | | | | [removed: 10,873,539] [added: 11,138,463] | | | | | | [removed: 9,707,258] [added: 10,873,539] | | |

| Accumulated deficit | | | | | | [removed: (794,869)] [added: (951,220)] | | | | | | [removed: (661,162)] [added: (794,869)] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | | | | [removed: (286,938)] [added: 97,985] | | | | | | [removed: (546,942)] [added: (286,938)] | | |

| Total stockholders' equity | | | | | | [removed: 9,797,742] [added: 10,291,342] | | | | | | [removed: 8,504,825] [added: 9,797,742] | | |

| Non-controlling interests | | | | | | [removed: 41,062] [added: 32,289] | | | | | | [removed: 51,248] [added: 41,062] | | |

| Total equity | | | | | | [removed: 9,838,804] [added: 10,323,631] | | | | | | [removed: 8,556,073] [added: 9,838,804] | | |

| Total liabilities and equity | | | | | | $ | [removed: 18,537,846] [added: 18,536,708] | | | | | $ | [removed: 17,506,222] [added: 18,537,846] | |

| | | | | | | [added: For the Years Ended December 31,] | | | | | | | | | | | | [removed: For the Years Ended December 31,] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | 20,700,935 | | | | | | 20,008,381 | | |

| Management fee revenues | | | | | | | | | | | | | | | | | | 11,480 | | | | | | 4,893 | | | | | | — | | |

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

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 383,329 | | | | | | — | | | | | | 383,329 | | | | | | 1,470 | | | | | | 384,799 | | |

| Issuance of common stock — settlement of 2022 Convertible Notes | | | | | | 6,216,261 | | | | | | 62 | | | | | | 141,157 | | | | | | — | | | | | | — | | | | | | 141,219 | | | | | | — | | | | | | 141,219 | | |

| Issuance of common stock, net | | | | | | 2,438,927 | | | | | | 25 | | | | | | 98,342 | | | | | | — | | | | | | — | | | | | | 98,367 | | | | | | — | | | | | | 98,367 | | |

| Total other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 384,850 | | | | | | 384,850 | | | | | | 1,576 | | | | | | 386,426 | | |

| Redemption of OP Units for common stock | | | | | | 1,050,000 | | | | | | 10 | | | | | | 13,351 | | | | | | — | | | | | | 73 | | | | | | 13,434 | | | | | | (13,434) | | | | | | — | | |

| Balance as of December 31, 2022 | | | | | | 611,411,382 | | | | | | $ | 6,114 | | | | | $ | 11,138,463 | | | | | $ | (951,220) | | | | | $ | 97,985 | | | | | $ | 10,291,342 | | | | | $ | 32,289 | | | | | $ | 10,323,631 | |

When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment.

Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence.

These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.

High levels of inflation and interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent.

These factors, which include supply chain disruptions, labor shortages, and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.

We capitalize these costs as a component of our investment in each single-family residential property, using

Based on a periodic review of the useful lives of the components of our buildings and improvements, we extended the weighted average useful lives range for depreciation thereof from 7 to 28.5 years to 7 to 32 years.

This change was implemented for additions to our single-family residential properties placed in service after December 31, 2021.

Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property; (ii) the property is immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been

These are presented within other assets, net on our consolidated balance sheets (see Note 6).

*Recently Adopted Accounting Standards*

We adopted ASU 2020-06 as of January 1, 2022, and it did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (“ASU 2020-04”).

In January 2021, the FASB issued ASU 2021-01, *Reference Rate Reform (Topic 848): Scope*, which refines the scope of Topic 848 and clarifies some of its guidance.

ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met.

ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022).

In certain cases, we have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

We have elected and may continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments.

Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.

Although our existing variable rate debt and derivative agreements provide for a prescribed transition to an alternate rate (SOFR), we are engaging with each of the respective counterparties to modify the existing provisions to better align the application of the terms of these debt and derivative agreements with respect to the SOFR index.

We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023.

| Land | | | | | | $ | 4,800,110 | | | | | $ | 4,737,938 | |

| Less: accumulated depreciation | | | | | | (3,670,561) | | | | | | (3,073,059) | | |

To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either

| Pathway Property Company(1) | | | | | | 100.0% | | | | | | 340 | | | | | | N/A | | | | | | $ | 131,542 | | | | | $ | — | |

| 2020 Rockpoint JV(2) | | | | | | 20.0% | | | | | | 2,610 | | | | | | 2,004 | | | | | | 70,103 | | | | | | 54,579 | | |

| FNMA(3) | | | | | | 10.0% | | | | | | 488 | | | | | | 522 | | | | | | 46,151 | | | | | | 52,791 | | |

| Pathway Operating Company(4) | | | | | | 15.0% | | | | | | N/A | | | | | | N/A | | | | | | 22,011 | | | | | | 23,025 | | |

| 2022 Rockpoint JV(5) | | | | | | 16.7% | | | | | | 132 | | | | | | N/A | | | | | | 10,764 | | | | | | — | | |

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

(3)Owns homes within the Western United States.

INVITATION HOMES INC.

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

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

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

| Joint venture management fees | | | | | | | | | | | | | | | | | | 4,893 | | | | | | — | | | | | | — | | |

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

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 145,463 | | | | | | — | | | | | | 145,463 | | | | | | 1,648 | | | | | | 147,111 | | |

| Issuance of common stock — settlement of 2019 Convertible Notes | | | | | | 12,553,864 | | | | | | 126 | | | | | | 229,818 | | | | | | — | | | | | | — | | | | | | 229,944 | | | | | | — | | | | | | 229,944 | | |

| Issuance of common stock, net | | | | | | 1,957,139 | | | | | | 20 | | | | | | 55,243 | | | | | | — | | | | | | — | | | | | | 55,263 | | | | | | — | | | | | | 55,263 | | |

| Total other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (261,357) | | | | | | (261,357) | | | | | | (3,532) | | | | | | (264,889) | | |

| Redemption of OP Units for common stock | | | | | | 5,573,293 | | | | | | 55 | | | | | | 87,120 | | | | | | — | | | | | | (2,280) | | | | | | 84,895 | | | | | | (84,895) | | | | | | — | | |

| Amortization of deferred leasing costs | | | | | | 10,746 | | | | | | 11,733 | | | | | | 10,621 | | |

| Proceeds from secured term loan | | | | | | — | | | | | | — | | | | | | 403,464 | | |

| Net settlement of 2022 Convertible Notes in shares of common stock | | | | | | 203,509 | | | | | | — | | | | | | — | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

One of the most significant risks and uncertainties to our financial condition and results of operations continues to be the adverse effect of the ongoing pandemic resulting from the coronavirus, or COVID-19, and its variants on our residents, associates, and suppliers.

As such, we continue to closely monitor the impact of the pandemic on all aspects of our business and actively manage our response thereto in collaboration with our residents and business partners.

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, counties, and cities, including those in which we own properties and where our principal places of business are located, to impose ongoing measures in response to the COVID-19 pandemic, including temporary eviction moratoriums if certain criteria are met by residents, deferral of missed rent payments without incurring late fees, and restrictions on rent increases.

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

We believe that we are in material compliance with applicable federal, state, and local laws, regulations, ordinances, and restrictions regarding evictions, collections, rent increases, and late fees as appropriate.

While none of the current and previous restrictions have materially impacted our ability to provide services to our residents or homes, additional or modified measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents.

Since the outbreak commenced, a number of our residents have requested rent deferral and/or late fee relief, and components of our rental revenues and other property income have been impacted by the pandemic.

We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes.

This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements.

The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations, and cash flows in the near term due to, but not limited to, the following: (1) our residents experiencing unemployment, deteriorating financial conditions, and declines in household income that impact their ability to fully meet their obligations to us, resulting in increases in uncollectible revenues and thus reductions in rental revenues and other property income; (2) governmental regulations, restrictions, and moratoriums that negatively impact our ability to charge and collect rental revenues and other property income or impose restrictions on our ability to provide services to our residents or homes; (3) negative financial impact of the pandemic that could impact our ability to access funds available under our Revolving Facility (as defined in Note 7) or affect future compliance with financial covenants of our Credit Facility (as defined in Note 7) and other debt agreements; (4) weaker economic conditions and a general decline in business activity that could adversely affect (i) our ability to acquire or dispose of single-family homes and (ii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill; and (5) our associates continuing to face COVID-19 health risks, workforce turnover, and remote work arrangements that could adversely impact our business and operating results.

Additionally, COVID-19 and related containment measures may also continue to interfere with the ability of our suppliers and other business partners to carry out their assigned tasks or supply materials or services at ordinary levels of

performance relative to the conduct of our business.

We have continued to see a prolonged impact of the pandemic on our industry and business, with increased challenges for our residents.

In March 2021, the American Rescue Plan Act (the “ARPA”), a $1.9 trillion COVID-19 relief package authorizing additional federal spending and an increase in anti-poverty programs to help millions of families still struggling amid the pandemic, was signed into law.

The ARPA included nearly $50 billion in housing and homelessness resources and provides over $27 billion for rental assistance.

We continue to examine the impacts that the ARPA, as well as any future economic relief legislation, may have on our business.

It is uncertain if the ARPA’s housing and rental assistance resources will enable longer term housing stability for some of our residents and/or reduce rent receivable balances accrued during the pandemic.

We also cannot predict if the federal government, states, or local authorities will continue to offer assistance programs or if such programs will be available to our residents (and if they are available, if our residents will take advantage of them).

The extent to which the ongoing COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, duration, and severity of COVID-19 and its variants, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability, distribution, acceptance, and efficacy of vaccines and therapeutic drugs, the proliferation of variants, 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 ongoing COVID-19 pandemic, among others.

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.

For those costs capitalized in connection with residential property acquisitions and stabilization activities and those capitalized on an ongoing basis, the weighted average useful lives range from 7 years to 28.5 years.

over the periods to maturity.

*Deferred Leasing Costs*

Costs associated with leasing our single-family residential properties, which consist primarily of commissions paid to third party leasing agents, are deferred in the period in which they are incurred as a component of deferred leasing costs and are subsequently amortized over the lease term.