filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this report.
| (a) | Financial Statements |
| Invitation Homes Inc. Balance Sheet as of December 31, 2016 | |
| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | F-1 |
| Balance Sheet | F-2 |
| Notes to Balance Sheet | F-3 |
| Invitation Homes Combined and Consolidated Financial Statements as of December 31, 2016 and 2015 and for the three years in the period ended December 31, 2016 | |
| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | F-5 |
| Combined and Consolidated Balance Sheets | F-6 |
| Combined and Consolidated Statements of Operations | F-7 |
| Combined and Consolidated Statements of Equity | F-8 |
| Combined and Consolidated Statements of Cash Flows | F-9 |
| Notes to Combined and Consolidated Financial Statements | F-11 |
| (b) | Financial Statement Schedules |
| Invitation Homes as of December 31, 2016 and for the three years in the period ended December 31, 2016 | |
| Schedule III Real Estate and Accumulated Depreciation | F-39 |
(c)Exhibits
EXHIBIT INDEX
| Exhibit number | Description | |
| 3.1 | Charter of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). | |
| 3.2 | Amended and Restated Bylaws of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). | |
| 10.1 | Stockholders Agreement, dated as of January 31, 2017, by and among the Company and the equity holders named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). | |
| 10.2 | 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). † | |
| 10.3 | 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). † | |
| 10.4 | Registration Rights Agreement, dated as of January 31, 2017, by and among the Company and the equityholders named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.1-38004) filed on February 6, 2017). | |
| 10.5 | Revolving Credit and Term Loan Agreement, dated as of February 6, 2017, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). | |
| 10.6 | Loan Agreement, between 2014-2 IH Borrower L.P. and German American Capital Corporation, dated as of August 14, 2014 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| 10.7 | Loan Agreement, between 2014-3 IH Borrower L.P. and German American Capital Corporation, dated as of November 12, 2014 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| 10.8 | Loan Agreement, between 2015-1 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of January 29, 2015 (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| 10.9 | Loan Agreement, between 2015-2 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of April 10, 2015 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| 10.10 | Loan Agreement, between 2015-3 IH2 Borrower L.P. and JPMorgan Chase Bank, National Association, dated as of June 25, 2015 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| Exhibit number | Description | |
| 10.11 | Employment Agreement with John B. Bartling Jr., dated November 25, 2014 (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). † | |
| 10.12 | 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). † | |
| 10.13 | 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). † | |
| 10.14 | Form of Invitation Homes 6 L.P. Bonus Award Program Letter Agreement (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.15 | Form of Invitation Homes Inc. Restricted Stock Grant and Acknowledgment (Converted Incentive Units) (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.16 | Form of Award Notice and Restricted Stock Unit Agreement for Mr. John B. Bartling Jr. (Supplemental Bonus Award (2 Tranche Vesting)) (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.17 | Form of Award Notice and Restricted Stock Unit Agreement for Mr. John B. Bartling Jr. (Supplemental Bonus Award (3 Tranche Vesting)) (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.18 | Form of Award Notice and Restricted Stock Unit Agreement for Mr. Ernest M. Freedman (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.18 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.19 | Form of Award Notice and Restricted Stock Unit Agreement for Mr. Dallas B. Tanner (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.20 | Form of Award Notice and Restricted Stock Unit Agreement for Mr. Bryce Blair (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 10.21 | Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † | |
| 21.1 | Subsidiaries of the Registrant. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of Deloitte & Touche LLP. | |
| Exhibit number | Description | |
| 31.1 | Certificate of John B. Bartling Jr., President and Chief Executive Officer, pursuant to Section 302 of the SarbanesOxley Act of 2002. | |
| 31.2 | Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certificate of John B. Bartling Jr., President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |
| 32.2 | Certificate of Ernest M. Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |
| 99.1 | Form of Amended and Restated Agreement of Limited Partnership of Invitation Homes Operating Partnership LP, (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). | |
| 99.2 | Section 13(r) Disclosure. |
† This document has been identified as a management contract or compensatory plan or arrangement.
Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.
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