A Dark Vector Cognition product

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

17K characters. Original on sec.gov ·

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K.

(1) Financial Statements:

Page No.
— Reports of Independent Registered Public Accounting Firm75
— Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 201577
— Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 201578
— Consolidated Balance Sheets as of December 31, 2017 and 201679
— Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 201580
— Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 201581
— Notes to Consolidated Financial Statements82

(2) Financial Statement Schedule:

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Additions
Balance at Beginning of PeriodCharged to Costs and ExpensesDeductionsOther ActivityBalance at End of Period
(in millions)
December 31, 2017:
Allowance for doubtful accounts$33$23$(24)$2$34
Tax valuation allowance (a)$1,399$—$(406)$15$1,008
December 31, 2016:
Allowance for doubtful accounts$18$22$(6)$(1)$33
Tax valuation allowance (a)$706$706$—$(13)$1,399
December 31, 2015:
Allowance for doubtful accounts$13$6$(3)$2$18
Tax valuation allowance (a)$507$187$—$12$706
(a)Additions Charged to Costs and Expenses are primarily related to taxable losses for which the tax benefit has been reserved.

The other schedules have been omitted because they are not applicable, not required or the information to be set forth therein is included in the Consolidated Financial Statements or notes thereto.

(3) Exhibits: (including those incorporated by reference)

Exhibit NumberDescription
2.1Master Disposition Agreement among Delphi Corporation, GM Components Holdings, LLC, General Motors Company, Motors Liquidation Company (fka General Motors Corporation), DIP Holdco 3, LLC, and the other sellers and other buyers party thereto, dated July 26, 2009(1)
2.2Separation and Distribution Agreement, dated as of November 15, 2017, by and between Aptiv PLC and Delphi Technologies PLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on November 15, 2017)
3.1Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on December 7, 2017)
4.1Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of July 12, 2011(2)
4.2Senior Notes Indenture, dated as of February 14, 2013, among Delphi Corporation, the guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on February 14, 2013)
4.3Second Supplemental Indenture, dated as of March 3, 2014, among Delphi Corporation, the Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 3, 2014)
4.4Senior Notes Indenture, dated as of March 10, 2015, among Aptiv PLC, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.5First Supplemental Indenture, dated as of March 10, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on March 10, 2015)
4.6Second Supplemental Indenture, dated as of November 19, 2015, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on November 19, 2015)
4.7Third Supplemental Indenture, dated as of September 15, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 15, 2016)
4.8Fourth Supplemental Indenture, dated as of September 20, 2016, among Aptiv PLC, the guarantors named therein, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed with the SEC on September 20, 2016)
10.1Restatement Agreement to Amended and Restated Credit Agreement, dated as of August 17, 2016, among Aptiv PLC, Delphi Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender, Issuing Bank and a Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on August 18, 2016)
10.2Aptiv PLC Executive Severance Plan, effective February 1, 2017(11)+
10.3Aptiv PLC Executive Change in Control Severance Plan, effective February 1, 2017(11)+
10.4Delphi Corporation Supplemental Executive Retirement Program(1)+
10.5Delphi Corporation Salaried Retirement Equalization Savings Program(1)+
10.6Aptiv PLC Long Term Incentive Plan(3)+
10.7Offer letter for Jeffrey J. Owens, dated October 2, 2009(6)+
10.8Offer letter for Kevin P. Clark, dated June 10, 2010(1)+
10.9Offer letter for Majdi B. Abulaban, dated October 2, 2009(7)+
10.10Offer letter for Joseph R. Massaro, dated September 13, 2013(10)+
10.11Form of Non-Employee Director RSU Award Agreement pursuant to Aptiv PLC Long Term Incentive Plan, as amended(4)+
10.12Letter Agreement, dated October 29, 2012, between the Company and Kevin P. Clark(5)+
10.13Aptiv PLC Long-Term Incentive Plan, as amended and restated (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+
10.14Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(8)+
10.15Form of Officer Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated, effective 2016(9)+
10.16Form of Officer Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(8)+
10.17Form of Continuity Performance-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(8)+
10.18Form of Continuity Time-Based RSU Award pursuant to the Aptiv PLC Long-Term Incentive Plan, as amended and restated(8)+
10.19Aptiv PLC Leadership Incentive Plan, as amended and restated effective April 23, 2015 (incorporated by reference to the Company's Proxy Statement dated March 9, 2015)+
10.20Aptiv PLC Annual Incentive Plan (as Amended and Restated Effective January 1, 2017)(11)+
12.1Computation of Ratio of Earnings to Fixed Charges*
21.1Subsidiaries of the Registrant*
23.1Consent of Ernst & Young LLP*
31.1Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*
31.2Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*
32.1Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit NumberDescription
101.INSXBRL Instance Document#
101.SCHXBRL Taxonomy Extension Schema Document#
101.CALXBRL Taxonomy Extension Calculation Linkbase Document#
101.DEFXBRL Taxonomy Extension Definition Linkbase Document#
101.LABXBRL Taxonomy Extension Label Linkbase Document#
101.PREXBRL Taxonomy Extension Presentation Linkbase Document#
  • Filed herewith.

+ Management contract or compensatory plan or arrangement.

(1) Filed with the Registration Statement on Form S-1 (File No. 333-174493) on June 30, 2011 and incorporated herein by reference.

(2) Filed with the Registration Statement on Form S-1 (File No. 333-174493) on August 1, 2011 and incorporated herein by reference.

(3) Filed with the Registration Statement on Form S-1 (File No. 333-174493) on October 31, 2011 and incorporated herein by reference.

(4) Filed with Form 10-Q for the period ended June 30, 2012 on July 31, 2012 and incorporated herein by reference.

(5) Filed with Form 10-Q for the period ended September 30, 2012 on November 1, 2012 and incorporated herein by reference.

(6) Filed with Form 10-K for the year ended December 31, 2012 on February 11, 2013 and incorporated herein by reference.

(7) Filed with Form 10-K for the year ended December 31, 2013 on February 10, 2014 and incorporated herein by reference.

(8) Filed with Form 10-Q for the period ended March 31, 2015 on April 30, 2015 and incorporated herein by reference.

(9) Filed with Form 10-Q for the period ended March 31, 2016 on May 4, 2016 and incorporated herein by reference.

(10) Filed with Form 10-Q for the period ended June 30, 2016 on August 3, 2016 and incorporated herein by reference.

(11) Filed with Form 10-K for the year ended December 31, 2016 on February 6, 2017 and incorporated herein by reference.

Filed electronically with the Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APTIV PLC
/s/ Joseph R. Massaro
By: Joseph R. Massaro
Chief Financial Officer and
Senior Vice President

Dated: February 5, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 5, 2018, by the following persons on behalf of the registrant and in the capacities indicated:

SignatureTitle
/s/ Kevin P. ClarkPresident, Chief Executive Officer & Director (Principal Executive Officer)
Kevin P. Clark
/s/ Joseph R. MassaroChief Financial Officer and Senior Vice President (Principal Financial Officer)
Joseph R. Massaro
/s/ Allan J. BrazierVice President and Chief Accounting Officer (Principal Accounting Officer)
Allan J. Brazier
/s/ Rajiv L. GuptaChairman of the Board of Directors
Rajiv L. Gupta
/s/ Frank J. DellaquilaDirector
Frank J. Dellaquila
/s/ Nicholas M. DonofrioDirector
Nicholas M. Donofrio
/s/ Mark P. FrissoraDirector
Mark P. Frissora
/s/ Sean O. MahoneyDirector
Sean O. Mahoney
/s/ Colin J. ParrisDirector
Colin J. Parris
/s/ Ana G. PinczukDirector
Ana G. Pinczuk
/s/ Thomas W. SidlikDirector
Thomas W. Sidlik
/s/ Bernd WiedemannDirector
Bernd Wiedemann
/s/ Lawrence A. ZimmermanDirector
Lawrence A. Zimmerman

Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES