Board Summary Delphi Automotive Systems, LLC 5820 Innovation Drive, Troy, MI 48098

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1 Board Summary Delphi Automotive Systems, LLC 5820 Innovation Drive, Troy, MI Date: March 15, 2018 Main Location: Carson City Manu Namboodiri, Senior Director, Smart Cities Automated Vehicle deployment and Operations Center Business Type: New County: Clark County Development Authority Representative: Perry Ursem - LVGEA APPLICATION HIGHLIGHTS - Delphi Automotive Systems, LLC is considering Nevada as a location for a multi-phased project which could lead to the establishment of a Global Mobility Command Center. - Such a centralized Command Center would deploy, manage, and control automated vehicles in cities across the globe and would put Nevada at the Global Center of one of the fastest growing and most critical technologies. The project has potential to transform the world economy and bring significant external revenue streams to the state. PROFILE Delphi Automotive Systems, LLC is an Aptiv PLC company. Aptiv PLC is a global technology company that develops safer, greener and more connected solutions, which enable the future of mobility and provides leading automated driving solutions. The company designs, engineers and manufactures a comprehensive line of high-quality and innovative connectors and connection systems for various industries and product segments. The company is headquartered in Gillingham, Kent, UK. With offices worldwide, Aptiv PLC operates manufacturing sites,14 technical centers, and customer centers across 45 countries. Delphi Automotive Systems, LLC provides products and services worldwide. The company designs and engineers a variety of automotive systems and components including fuel cells, entertainment systems, sensors, powertrain systems, driver interfaces, and security devices. Source: Delphi Automotive Systems, LLC SIGNIFICANCE OF ABATEMENTS IN THE COMPANY'S DECISION TO RELOCATE/EXPAND Delphi Automotive Systems, LLC is currently evaluating several cities in a search to identify the optimal community in which to accommodate its rapidly growing Research and Development and Operations teams. The abatement programs will play a critical role as the company evaluates the optimal community in which to locate and establish its Global Center of Excellence. Such incentives will provide much-needed cost off-sets for the project and will be an important sign of commitment from state, local leaders, and stakeholders. Clark County, Nevada is amongst the finalist geographies under consideration. Source: Delphi Automotive Systems, LLC REQUIREMENTS Statutory Application Sufficient % Over / Under Job Creation % Average Wage $21.95 $32.31 Company meets 47% Equipment Capex (SU & MBT) $1,000,000 $1,000,000 abatement eligibility 0% Equipment Capex (PP) $1,000,000 $1,000,000 requirements 0% INCENTIVES Requested Terms Estimated $ Amount Sales Tax Abet. 2% for 2 years $62,500 Modified Business Tax Abmt. 50% for 4 years $121,879 Personal Property Tax Abmt. 50% for 10 years $19,111 Total $203,490 JOB CREATION Contracted 24-Month Projection 5-Year Projection OTHER CAPITAL INVESTMENT Land Building Purchase BTS / Building Improvements $0 $0 $0 ECONOMIC IMPACT ESTIMATES (10-Year Cumulative) Total Construction Total Jobs Supported Total Payroll Supported $162,137,675 $0 Total Output Estimate $543,731,832 $0 Estimate includes jobs, payroll & output by the company assisted as well as the secondary impacts to other local businesses. NEW TAX REVENUE ESTIMATES (10-Year Cumulative) Direct Indirect Total Local Taxes Property $931,931 $4,449,781 $5,381,712 Sales $0 $2,950,843 $2,950,843 Lodging $0 $153,428 $153,428 State Taxes Property $50,971 $259,095 $310,066 Sales $20,000 $1,005,254 $1,025,254 Modified Business $1,201,505 $830,583 $2,032,088 Lodging $0 $51,782 $51,782 Total $2,204,407 $9,700,766 $11,905,173 EMPLOYEE BENEFITS - Percentage of health insurance covered by company: 65%. - Health care package cost per employee - $5,000 annually with options for dependents. - Overtime, PTO/Sick/Vacation, Merit Increases, Tuition assistance, Retirement Plan/ Profit Sharing 401(k), Bonus. NOTES - Percentage of revenue generated by the new jobs contained in this application from outside Nevada: 90%. - Several cities, both in the domestic United States as well as international, are under consideration for this project.

2 February 6, 2018 Mr. Paul Anderson Executive Director Nevada Governor's Office of Economic Development 555 E. Washington Avenue, Suite 5400 Las Vegas, Nevada Dear Mr. Anderson, Delphi Automotive Systems, LLC, a wholly-owned subsidiary of Aptiv PLC (herein "Aptiv") is applying to the State of Nevada for the Sales and Use Tax Abatement, Modified Business Tax Abatement, and Personal Property Tax Abatement. We request their application be placed on the agenda for the March 2018 GOED Board Meeting. Aptiv is exploring their options to locate and develop a Global Mobility Command and Operations Center in Southern Nevada. In January, Southern Nevada's Regional Transportation Commission approved a memorandum of understanding with Aptiv, positioning Nevada with a unique opportunity to lead autonomous command and control systems on a global scale. Aptiv's initial investment would include SO new jobs with wages exceeding $32 an hour and initial capital investment of$1.6 Million. Depending on the outcome of their application, corporate will determine on how future expansion efforts will take place in Southern Nevada to achieve their global strategic vision. Our team has reviewed Aptiv's application and found it to comply with Nevada's statutory requirements for tax abatements. This application has the support and endorsement of the Las Vegas Global Economic Alliance. We appreciate your consideration in this matter. Sincerely, Perry Ursem Vice President

3 December 15, 2017 Steven D. Hill Paul Anderson Executive Director Executive Director 555 E. Washington Avenue 555 E. Washington Avenue Suite 5400 Suite 5400 Las Vegas, Nevada Las Vegas, Nevada RE: Aptiv s application for Tax Abatements for Automated Vehicle deployment and Operations Center in Las Vegas Dear Steven and Paul: Thank you for meeting with the Aptiv team last week on December 7 th to discuss the future vision for Aptiv s Mobility Division. Being a leader who is at the forefront of an industry slated to drive more than $7 trillion in annual economic value, Aptiv is currently evaluating several cities in a search to identify the optimal community in which to accommodate our rapidly growing Research and Development and Operations teams. Clark County, Nevada is amongst the finalist geographies under consideration. In fact, given the potential opportunity to partner with the Regional Transportation Commission of Southern Nevada, Aptiv is considering making an initial investment in the first phase of a multi-phased project that could lead to more than 1,000+ jobs and potentially several hundred millions of dollars in capital investment. Combining our deep automotive roots that extend more than 100 years in the industry with our renewed commitment to cutting edge innovations and technology, Aptiv will shape the future of mobility by ushering in the next generation of active safety, autonomous vehicles, smart cities and connectivity. In fact, should Aptiv find the right combination of financial support, talent base, and visionary community partnership that the company is seeking, future phases would likely include the establishment of a Global Mobility Command and Operations Center. Such a centralized Command Center would deploy, manage, and control automated vehicles in cities across the globe and would literally put Nevada at the Global Center of one of fastest growing and most critical technologies that will transform the world economy and could bring significant external revenue streams to the State of Nevada. However, as part of the longer-term evaluation and decision-making process for future phases, Aptiv desires to more fully understand all of the ways that the State and Regional Economic Development partners could potentially support this critical initiative Innovation Drive Troy, Michigan USA 48098

4 As such, please accept this letter as a formal notification of our intention to seek approval for tax abatements (e.g. Sales and Use Tax, Modified Business Tax, Personal Property, etc.) and other potentially applicable programs (e.g. Catalyst, WINN, etc.) at the GOED meeting scheduled for January 18, We look forward to partnering with the GOED team and, as previously discussed, will continue working towards completion of our incentive application in the coming weeks to ensure that we are fully compliant with all requisite deadlines ahead of the January Board meeting. Please contact me if you have any questions or clarifications. Sincerely, Manu Namboodiri Manu Namboodiri Senior Director, Smart Cities Aptiv cc: D Langford, R Smith (GOED), K Acton, B Eldredge, B McNeill, T Seitz (Aptiv), M Boushka, D Federico, S Preston (Liberty Advisor Group), T Ohlandt (Cresa Consulting) 5725 Innovation Drive Troy, Michigan USA 48098

5 January 12, 2018 Mr. Paul Anderson Executive Director Nevada Governor s Office of Economic Development 555 E. Washington Avenue Suite 5400 Las Vegas, Nevada Re: Request for Confidentiality of Records and Documents Dear Mr. Anderson: On January 12, 2018, Delphi Automotive Systems, LLC, a wholly-owned subsidiary of Aptiv PLC (herein Aptiv ) submitted an application to you as the Executive Director of the State of Nevada Governor's Office of Economic Development ("GOED") requesting consideration for various economic incentives in the State of Nevada. The purpose of this letter is to request confidentiality in relation to such request and pursuant to Section 4 of Assembly Bill No. 17 (2015 Regular Session) as codified in NRS Please be advised that Aptiv considers the following information proprietary and confidential: 1) The detailed schedule of Employment List; and 2) The detailed schedule of Capital Equipment List. If, for any reason, GOED is either unable to maintain such documents as confidential or is required to make them public, Aptiv would appreciate being given advance notice. If you have any questions or require any further information, please contact me. I can be reached at or manu.namboodiri@aptiv.com. Sincerely, Manu Namboodiri Senior Director, i Smart Cities 5725 Innovation Drive, Troy, Michigan USA 48098

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7 Incentive Application Company Name: Aptiv Date of Application: March 15, 2018 Company is an / a: (check one) New location in Nevada Expansion of a Nevada company Section 1 - Type of Incentives Please check all that the company is applying for on this application: Sales & Use Tax Abatement Modified Business Tax Abatement Personal Property Tax Abatement Sales & Use Tax Deferral Recycling Real Property Tax Abatement Other: Section 2 - Corporate Information COMPANY NAME (Legal name under which business will be transacted in Nevada) FEDERAL TAX ID # Delphi Automotive Systems, LLC CORPORATE ADDRESS CITY / TOWN STATE / PROVINCE ZIP 5820 Innovation Drive Troy Michigan MAILING ADDRESS TO RECEIVE DOCUMENTS (If different from above) CITY / TOWN STATE / PROVINCE ZIP TELEPHONE NUMBER (650) COMPANY CONTACT NAME Manu Namboodiri ADDRESS manu.namboodiri@aptiv.com WEBSITE COMPANY CONTACT TITLE Senior Director, Smart Cities PREFERRED PHONE NUMBER (650) Has your company ever applied and been approved for incentives available by the Governor's Office of Economic Development? If Yes, list the program awarded, date of approval, and status of the accounts (attach separate sheet if necessary): Yes No Section 3 - Program Requirements Please check two of the boxes below; the company must meet at least two of the three program requirements: A capital investment of $1,000,000 in eligible equipment in urban areas or $250,000 in eligible equipment in rural areas are required. This criteria is businesses. In cases of expanding businesses, the capital investment must equal at least 20% of the value of the tangible property owned by the business. New businesses locating in urban areas require fifty (50) or more permanent, full-time employees on its payroll by the eighth calendar quarter quarter in which the abatement becomes effective. In rural areas, the requirement is ten (10) or more. For an expansion, the business must employees on its payroll by 10% more than its existing employees prior to expansion, or by 25 (urban) or 6 (rural) employees, whichever is greater. In urban areas, the average hourly wage that will be paid by the business to its new employees is at least 100% of the average statewide hourly in rural areas, the average hourly wage will equal or exceed the lesser of the county-wide average hourly wage or statewide average hourly wage. Note: Criteria is different depending on whether the business is in a county whose population is 100,000 or more or a city whose population is 60,000 or more urban area), or if the business is in a county whose population is less than 100,000 or a city whose population is less than 60,000 (i.e., rural area). Section 4 - Nevada Facility Type of Facility: Headquarters Technology Back Office Operations Research & Development / Intellectual Property PERCENTAGE OF REVENUE GENERATED BY THE NEW JOBS CONTAINED IN THIS APPLICATION FROM OUTSIDE NEVADA 90% (by 2025) NAICS CODE / SIC DESCRIPTION OF COMPANY'S NEVADA OPERATIONS Global Mobility Command and Operations Center PROPOSED / ACTUAL NEVADA FACILITY ADDRESS Service Provider Distribution / Fulfillment Manufacturing Other: EXPECTED DATE OF NEW / EXPANDED OPERATIONS (MONTH / YEAR) Sep-2018 INDUSTRY TYPE MOTOR VEHICLE ELECTRICAL & ELECTRONIC EQUIPMENT Mfg CITY / TOWN COUNTY 730 East Pilot Road Las Vegas Clark County WHAT OTHER STATES / REGIONS / CITIES ARE BEING CONSIDERED FOR YOUR COMPANY'S RELOCATION / EXPANSION / STARTUP? Several cities, both in the domestic United States as well as international, are under consideration for this project 1 ZIP

8 Section 5 - Complete Forms (see additional tabs at the bottom of this sheet for each form listed below) Check the applicable box when form has been completed. 5 (A) Equipment List 5 (B) Employment Schedule 5 (C) Evaluation of Health Plan, with supporting documents to show the employer paid portion of plan meets the minimum of 65%. Section 6 - Real Estate & Construction (Fill in either New Operations/Startup or Expansion, not both.) New Operations / Start Up - Plans Over the Next Ten Years Expansions - Plans Over the Next 10 Years Part 1. Are you currently/planning on leasing space in Nevada? If No, skip to Part 2. If Yes, continue below: What year(s)? How much space (sq. ft.)? Annual lease cost of space: Do you plan on making building tenant improvements? Part 2. Are you currently/planning on If Yes *, continue below: When to break ground, if building (month, year)? Estimated completion date, if building (month, year): How much space (sq. ft.)? 102,713 If No, skip to Part 2. If Yes *, continue below: When to make improvements (month, year)? April-July 2018 buying an owner occupied facility in Nevada? If No, skip to Part 3. If Yes *, continue below: Purchase date, if buying (month, year): How much space (sq. ft.)? Do you plan on making building improvements? If No, skip to Part 3. If Yes *, continue below: When to make improvements (month, year)? Part 3. Are you currently/planning on building a build-to-suit facility in Nevada? Yes $1.2M Yes No No Part 1. Are you currently leasing space in Nevada? If No, skip to Part 2. If Yes, continue below: What year(s)? How much space (sq. ft.)? Annual lease cost at current space: Due to expansion, will you lease additional space? If No, skip to Part 3. If Yes, continue below: Expanding at the current facility or a new facility? What year(s)? How much expanded space (sq. ft.)? Annual lease cost of expanded space: Do you plan on making building tenant improvements? If No, skip to Part 3. If Yes *, continue below: When to make improvements (month, year)? Part 2. Are you currently operating at an owner occupied building in Nevada? If No, skip to Part 3. If Yes, continue below: How much space (sq. ft.)? Current assessed value of real property? Due to expansion, will you be making building improvements? If No, skip to Part 3. If Yes *, continue below: When to make improvements (month, year)? Part 3. Do you plan on building or buying a new facility in Nevada? If Yes *, continue below: Purchase date, if buying (month, year): When to break ground, if building (month, year)? Estimated completion date, if building (month, year): How much space (sq. ft.)? No * Please complete Section 7 - Capital Investment for New Operations / Startup. * Please complete Section 7 - Capital Investment for Expansions below. BRIEF DESCRIPTION OF CONSTRUCTION PROJECT AND ITS PROJECTED IMPACT ON THE LOCAL ECONOMY (Attach a separate sheet if necessary): 2

9 Section 7 - Capital Investment (Fill in either New Operations/Startup or Expansion, not both.) New Operations / Start Up Expansions How much capital investment is planned? (Breakout below): How much capital investment is planned? (Breakout below): Building Purchase (if buying): Building Costs (if building / making improvements): Land: Equipment Cost: Total: $0 incl $1.0M 1.0M (through 2019) Building Purchase (if buying): Building Costs (if building / making improvements): Land: Equipment Cost: Total: Is the equipment purchase for replacement of existing equipment? Current assessed value of personal property in NV: (Must attach the most recent assessment from the County Assessor's Office.) Section 8 - Employment (Fill in either New Operations/Startup or Expansion, not both.) New Operations / Start Up Expansions How many full-time equivalent (FTE*) employees will be created by the end of the first eighth quarter of new operations?: 50 Average hourly wage of these new employees: $32.31 How many full-time equivalent (FTE*) employees will be created by the end of the first eighth quarter of expanded operations?: Average hourly wage of these new employees: How many FTE employees prior to expansion?: Average hourly wage of these existing employees: Total number of employees after expansion: * FTE represents a permanent employee who works an average of 30 hours per week or more, is eligible for health care coverage, and whose position is a "primary job" as set forth in NAC OTHER COMPENSATION (Check all that apply): Overtime Merit increases Tuition assistance Bonus PTO / Sick / Vacation COLA adjustments Retirement Plan / Profit Sharing / 401(k) Other: BRIEF DESCRIPTION OF ADDITIONAL COMPENSATION PROGRAMS AND ELIGIBILITY REQUIREMENTS (Attach a separate sheet if necessary): None other than described immediately above Section 9 - Employee Health Insurance Benefit Program Is health insurance for employees and an option for dependents offered?: Package includes (check all that apply): Medical Vision Dental Other: Qualified after (check one): FSA account (Health care & Dependent care) Upon employment Three months after hire date Six months after hire date Other: Yes No Health Insurance Costs: Percentage of health insurance coverage by (min 65%): Cost of health insurance for company (annual amount per employee): $5,000 Company: 65% Health Plan annual out-of-pocket maximum (individual): $1,440 Employee: 35% [SIGNATURE PAGE FOLLOWS] 3

10 Section 10 - Certification I, the undersigned, hereby grant to the Governor's Office of Economic Development access to all pertinent and relevant records and documents of the aforementioned company. I understand this requirement is necessary to qualify and to monitor for compliance of all statutory and regulatory provisions pertaining to this application. Being owner, member, partner, officer or employee with signatory authorization for the company, I do hereby declare that the facts herein stated are true and that all licensing and permitting requirements will be met prior to the commencement of operations. In addition, I and /or the company s legal counsel have reviewed the terms of the GOED Tax Abatement and Incentives Agreement, the company recognizes this agreement is generally not subject to change, and any material revisions have been discussed with GOED in advance of board approval. Manu Namboodiri Name of person authorized for signature Signature Senior Director, Smart Cities March 15, 2018 Title Date Nevada Governor's Office of Economic Development 555 E. Washington Ave., Ste 5400 Las Vegas, Nevada (Fax)

11 Site Selection Factors Company Name: Aptiv County: Clark County Section 1 - Site Selection Ratings Directions: Please rate the select factors by importance to the company's business (1 = very low; 5 = very high). Attach this form to the Incentives Application. Availability of qualified workforce: 3 Transportation infrastructure: 5 Labor costs: 1 Transportation costs: 2 Real estate availability: 4 State and local tax structure: 5 Real estate costs: 3 State and local incentives: 5 Utility infrastructure: 1 Business permitting & regulatory structure: 5 Utility costs: 1 Access to higher education resources: 3 Please summarize the importance of the abatement program to your decision (please include at least a paragraph summary): This project involves multiple phases which could lead to the establishment of a Global Mobility Command Center that would potentally create 1,000+ jobs and involve several hundreds of millions of dollars in capital investment. The abatement programs as well as other potential discretionary incentives will play a critical role as Aptiv evaluates the optimal community in which to locate and establish this global center of excellence. Such incentives will provide much-needed cost off-sets for the project and will be an important signal of commitment from State and Local leaders as well as stakeholders. 5

12 Equipment Schedule, Detailed The Office has determined the detailed equipment schedule as described in this application constitutes confidential proprietary information of Delphi Automotive Systems, LLC, and is not a public record.

13 Employment Schedule, Detailed The Office has determined the detailed employment schedule as described in this application constitutes confidential proprietary information of Delphi Automotive Systems, LLC, and is not a public record.

14 5(C) Evaluation of Health Plans Offered by Companies Company Name: Aptiv County: Clark County Total Number of Full-Time Employees: 50 Average Hourly Wage per Employee $32.31 Average Annual Wage per Employee (implied) $67, Annual Cost of Health Insurance per Employee $5, Percentage of Cost Covered by: Company 65% Employee 35% Health Plan Annual Out-of-Pocket Maximum $1,440 Generalized Criteria for Essential Health Benefits (EHB) [following requirements outlined in the Affordable Care Act and US Code, including 42 USC Section 18022] Covered employee's premium not to exceed 9.5% of annual wage 4.0% MMQ Annual Out-of-Pocket Maximum not to exceed $7,150 (2017) $1,440 MMQ Minimum essential health benefits covered (Company offers PPO): (A) Ambulatory patient services (B) Emergency services (C) Hospitalization (D) Maternity and newborn care (E) Mental health/substance use disorder/behavioral health treatment (F) Prescription drugs (G) Rehabilitative and habilitative services and devices (H) Laboratory services (I) Preventive and wellness services and chronic disease management (J) Pediatric services, including oral and vision care No Annual Limits on Essential Health Benefits I, the undersigned, hereby declare to the Governor's Office of Economic Development that the facts herein stated are true, and that I have attached sufficient plan information highlighting where our plan reflects meeting the 65% minimum threshold for the employe paid portion of the plan for GOED to independently confirm the same.

15 DELPHI AUTOMOTIVE SYSTEMS, LLC Business Entity Information Status: Active File Date: 09/12/2017 Type: Foreign Limited-Liability Company Entity Number: E Qualifying State: DE List of Officers Due: 09/30/2018 Managed By: Expiration Date: Foreign Name: On Admin Hold: No NV Business ID: NV Business License Exp: 09/30/2018 Registered Agent Information Name: THE CORPORATION TRUST COMPANY OF NEVADA Address 1: 701 S CARSON ST STE 200 Address 2: City: CARSON CITY State: NV Zip Code: Phone: Fax: Mailing Address 1: Mailing Address 2: Mailing City: Mailing State: NV Mailing Zip Code: Agent Type: Commercial Registered Agent - Corporation Jurisdiction: NEVADA Status: Active View all business entities under this registered agent () Officers Include Inactive Officers Manager - DELPHI HOLDINGS, LLC Address 1: 5725 DELPHI DR Address 2: City: TROY State: MI Zip Code: Country: Status: Active Manager - DELPHI FINANCIAL HOLDINGS, LLC Address 1: 5725 DELPHI DR Address 2: City: TROY State: MI Zip Code: Country: Status: Active Actions\Amendments Click here to view 2 actions\amendments associated with this company () Supported Internet Browser versions or above: Apple ios 9.3.5, Internet Explorer , FireFox , Google Chrome Disclaimer

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