TRANSPORTATION & LOGISTICS

AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

www.harriswilliams.de

Harris Williams & Co. Ltd is a private limited company authorised and regulated by the Financial Conduct Authority, incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 07078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. H. Perkins. TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

WHAT WE’RE READING

CONTENTS TECH AND THE FUTURE OF TRANSPORTATION . M&A TRANSACTIONS For a novel form of transport to make a material difference to our lives, several key . PUBLIC MARKETS OVERVIEW requirements must be satisfied. Obviously the new technology must work safely, . STOCK PRICE PERFORMANCE and operate within an appropriate regulatory framework. But public acceptance and solid business models are also vital if a new idea is to move from R&D lab to . OUR GROUP testbed to early adoption, and eventually into mainstream usage. There's inevitably a lot of hype surrounding the future of transportation, but also plenty of substance, with big investments being made both by disruptive tech companies and by incumbent industry players. Can technology help to get us CONTACTS and our goods around quicker, in greater safety, and with less damage to the planet? Driverless cars, or Connected and Autonomous Vehicles (CAVs) are UNITED STATES getting the lion's share of attention, but the wider implications of CAVs and other novel forms of transport are also firmly on the agenda -- including smarter, greener Frank Mountcastle cities and more efficient distribution of freight and consumer deliveries. Managing Director ZDNet [email protected] +1 (804) 915-0124 HOW SELF-DRIVING CARS WILL CHANGE CITIES Jason Bass Managing Director The autonomous vehicle industry is one of the most buzzworthy topics in the tech [email protected] +1 (804) 915-0132 world today, and venture capitalists are walking the talk. In 2017, self-driving technology investment skyrocketed. Nearly $4 billion worth of venture capital was Joe Conner invested across 68 deals last year, up from $626 million spanning 34 deals the year Managing Director before, per the PitchBook Platform. Those figures are a far cry from 2012, when less [email protected] than $1 million in venture capital was invested across four transactions. +1 (804) 915-0151 The massive amount of funding that's been funneled into autonomous vehicle Jershon Jones tech over the last year is representative of innovation in the industry and points to Director the fact that companies are actively building self-driving cars and their [email protected] accompanying features (LIDAR sensors, mapping tools, etc.). +1 (804) 932-1356 PitchBook Jeff Burkett Director [email protected] U.S. AUTO SUPPLIERS URGE NAFTA TO COMPROMISE +1 (804) 932-1334 A trade group representing U.S. auto suppliers urged the Trump administration to Jeff Kidd adopt NAFTA automotive rules that cover research, engineering, design and Director software development work as part of North American regional value content [email protected] goals. The proposal from the Motor and Equipment Manufacturers Association was +1 (804) 915-0178 sent to U.S. Trade Representative Robert Lighthizer as a sixth round of negotiations James O’Malley to revise the North American Free Trade Agreement began in Montreal. Vice President U.S. demands for sweeping changes to automotive content rules are among the [email protected] most contentious issues in the NAFTA talks, including a requirement that half the +1 (804) 915-0165 value of all North American vehicles come from the U.S. and a far higher content Jon Meredith requirement of 85 percent from North America. Vice President Automotive News [email protected] +1 (804) 887-6085 E-COMMERCE AUTOMOTIVE AFTERMARKET TO HIT $30B BY 2025

The e-commerce automotive aftermarket is expected to cross $30 billion USD by EUROPE 2025, according to a new research report by Global Market Insights Inc. The global e-commerce automotive aftermarket is expected to generate a demand of more than 1 billion units till 2025. Increasing age of vehicles across the globe, specifically Jeffery Perkins Managing Director in developed countries coupled with shifting consumer preference towards online [email protected] purchase of auto components will primarily drive the industry growth over the +49 (0) 69 3650638 00 forecast timeframe. Changing style preferences of consumers and increasing customizations in vehicles will further strengthen the industry penetration. Steering and suspension is anticipated to dominate the e-commerce automotive aftermarket share over the forecast timeframe. This can be credited to rising demand of components such as control arms, coil springs and bearings. Availability of numerous options at reasonable price and choice will positively impact the product demand. Aftermarket News www.harriswilliams.de

PAGE | 1 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

M&A TRANSACTIONS(1)

RECENT M&A TRANSACTIONS

Date Target Business Description Acquirer

1/16/2018 Parkmobile Provides mobile parking services in North America BMW Group

1/11/2018 AFG Allgemeine Provides automotive distribution services Mosolf Se & Co. Kg Fahrzeugübernahme- Gesellschaft mbH 1/11/2018 Continental Batteries Distributes aftermarket batteries Incline Equity Partners

1/11/2018 Jett Express Car Washes LLC Provides car cleaning services with a tunnel express conveyor Zips Car Wash LLC

1/9/2018 Tiger Accessories Group Supplies vehicle lighting and cleaning products in North America Hopkins

1/8/2018 Levin’s Auto Supply Supplies automotive aftermarket products to retailers and automotive Highline Aftermarket parts stores

1/8/2018 Piston Rings Komarov Designers and manufacturers of piston rings for the OEM and Hastings Manufacturing aftermarket channels

1/4/2018 SARL Giraud-Garage du Bois de Provides automotive repair services Giraud-Garage du Bois de la la Chaize Chaize SARL /Monnier/

1/4/2018 Truck Parts & Equipment, Inc. Supplies new and used semi trailers and truck equipment FleetPride, Inc.

1/3/2018 Scot Lubricants, Inc. Provides blending and packaging of lubricants Coolants Plus, Inc.

12/31/2017 Bumperdoc, Inc. /San Diego Provides automotive repair services Bumperdoc, Inc. /Coons/ Shop/

12/29/2017 A. Huber AG Provides car repair services Auto Wild AG

12/22/2017 Touratech AG Retails motorcycle accessories including oil cans, flender flares, caliper Pelzer Swiss Holding AG cover, and frame coverthrough online

12/12/2017 The Car People Ltd. Operates as a dealer of used cars Penske Automotive Group, Inc.

12/19/2017 Spectrum Coatings Distributes and wholesale automotive and industrial paint products FinishMaster

12/14/2017* Brink Group BV Provides towing solutions and offers racks, containers, carriers, and Horizon Global Corp. storage units for cars, trucks, and recreational vehicles

12/14/2017* WITTE Stromberg GmbH Manufactures hinges for the WITTE Stromberg GmbH /Private Group/

12/14/2017* Ryds Bilglas AB Provides automobile glass repair, replacement and installation services Triona Holding SA include glazing, railings, décor with glass and window film

12/13/2017 Corp. /FR Automotive Manufactures automotive electronic parts American Industrial Electronic Unit/ Acquisition Corp.

*Denotes pending transactions

PAGE | 2 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

PUBLIC MARKETS OVERVIEW(1)

TEV / LTM EBITDA TEV / 2018P EBITDA

Dealerships and Services Dealerships and Services 13.1x 12.1x Providers Providers

Distributors and Retailers 11.9x Distributors and Retailers 10.7x

Vehicle Manufacturers 10.7x Vehicle Manufacturers 10.3x

Suppliers 8.9x Suppliers 7.4x

AVERAGE REVENUE GROWTH (2014 – 2017) AVERAGE REVENUE GROWTH (2017 – 2019P)

Dealerships and Services Dealerships and Services 8.9% 5.3% Providers Providers

Vehicle Manufacturers 3.2% Distributors and Retailers 2.9%

Distributors and Retailers (8.8%) Suppliers 0.8%

Suppliers (18.5%) Vehicle Manufacturers (0.7%)

AVERAGE EBITDA GROWTH (2014 – 2017) AVERAGE EBITDA GROWTH (2017 – 2019P)

Dealerships and Services Distributors and Retailers 9.4% 7.0% Providers

Dealerships and Services 9.1% Providers Vehicle Manufacturers 5.2%

Suppliers 5.5% Distributors and Retailers (7.0%)

Vehicle Manufacturers 0.2% Suppliers (16.0%)

PAGE | 3 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

STOCK PRICE PERFORMANCE(1)

MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH)

Distributors and 9.5% S&P 500 Retailers 24.7%

Dealerships and Vehicle 8.6% 20.2% Service Providers Manufacturers

Dealerships and Suppliers 8.4% 16.2% Service Providers Vehicle 5.9% Suppliers Manufacturers 14.4%

Distributors and S&P 500 5.6% (0.6%) Retailers

TRAILING TWELVE MONTHS

(Indexed to January 25th , 2017)

30%

20%

10%

0%

(10%)

(20%)

(30%) Jan-17 Apr-17 Jul-17 Oct-17 Jan-18

Suppliers Distributors and Retailers Dealerships and Service Providers Vehicle Manufacturers S&P 500 Index

PAGE | 4 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

OUR GROUP

Harris Williams & Co. is a leading advisor to the transportation and logistics M&A market. Our Transportation & Logistics Group serves companies in a broad range of attractive niches, including third-party logistics (3PL), truck, rail, marine and air transportation, transportation equipment, and the automotive and heavy duty vehicle market.

RECENTLY CLOSED T&L TRANSACTIONS

a portfolio company of a portfolio company of A portfolio company of a portfolio company of

has been has been acquired by recapitalized by

has been acquired by has been acquired by has been acquired by has been acquired by

has merged with a portfolio company of a portfolio company of a portfolio company of a portfolio company of a portfolio company of

an operating company of is merging with

in a recapitalization by has been acquired by has merged with has been acquired by has been acquired by a portfolio company of and

DEEP EXPERIENCE ACROSS T&L SECTORS

THIRD-PARTY LOGISTICS

RAIL & RAIL SERVICES

MARINE TRANSPORTATION

TRANSPORTATION EQUIPMENT

NICHE TRANSPORTATION

AUTOMOTIVE & HEAVY DUTY VEHICLE

AIR TRANSPORTATION

PAGE | 5 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

OUR FIRM

Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website.

Aerospace, Defense Building Products Business Consumer Energy, Power & Government & Materials Services & Infrastructure Services

Healthcare Industrials Specialty Technology, Transportation & Life Sciences Distribution Media & Telecom & Logistics

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (Headquarters) Frankfurt One International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 Suite 2620 9th Floor 60325 Frankfurt Boston, Massachusetts 02110 Richmond, Virginia 23219 Germany Phone: +1 (617) 482-7501 Phone: +1 (804) 648-0072 Phone: +49 069 3650638 00 Cleveland San Francisco London 1900 East 9th Street 575 Market Street 63 Brook Street 20th Floor 31st Floor London W1K 4HS, England Cleveland, Ohio 44114 San Francisco, California 94105 Phone: +44 (0) 20 7518 8900 Phone: +1 (216) 689-2400 Phone: +1 (415) 288-4260 Minneapolis Washington, D.C. 222 South 9th Street 800 17th St. NW Suite 3350 2nd Floor NETWORK OFFICES Minneapolis, Minnesota 55402 Washington, D.C. 20006 Phone: +1 (612) 359-2700 Phone: +1 202-207-2300 Beijing New Delhi Hong Kong Shanghai Mumbai

PAGE | 6 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

PUBLIC COMPARABLES(1)

Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Jan-17 Jul-17 Current 2018P 2019P Automotive Aftermarket Suppliers BorgWarner Inc. $13,989 $56.48 9.2% 41.7% $58.22 97.0% 6.9x 7.4x 8.9x 8.0x 7.5x Cooper Tire & Rubber Company 2,239 40.15 12.5% 14.4% 44.50 90.2% 3.1x 4.1x 4.4x 5.1x 5.1x Dorman Products, Inc. 2,430 75.11 22.0% 10.1% 88.50 84.9% 11.8x 12.6x 12.1x 10.7x 10.0x Goodyear Tire & Rubber Company 14,809 35.62 8.4% 16.7% 37.20 95.8% 5.0x 6.0x 6.7x 6.0x 5.6x Modine Manufacturing Company 1,605 22.55 8.2% 65.2% 23.95 94.2% 8.0x 9.3x 9.3x 7.4x 6.8x Motorcar Parts of America, Inc. 582 28.15 13.3% 4.6% 31.57 89.2% 9.0x 7.8x 8.7x 5.8x NA Standard Motor Products, Inc. 1,116 46.10 2.5% (8.9%) 54.73 84.2% 9.9x 10.0x 9.1x 8.5x NA Tenneco Inc. 4,640 59.84 2.5% (9.3%) 70.96 84.3% 6.4x 7.1x 7.4x 5.0x 4.7x Visteon Corporation 3,889 129.40 3.2% 40.8% 140.64 92.0% 9.0x 9.4x 10.7x 9.9x 9.1x Median 8.4% 14.4% 90.2% 8.0x 7.8x 8.9x 7.4x 6.8x Distributors and Retailers Advance Auto Parts, Inc. $9,428 $118.03 17.4% (31.2%) $170.98 69.0% 12.7x 8.9x 11.0x 9.4x 8.6x AutoZone, Inc. 26,842 788.70 11.1% 2.4% 797.89 98.8% 11.6x 8.3x 11.1x 10.8x 10.4x Genuine Parts Company 16,277 104.13 9.5% 4.4% 104.88 99.3% 12.8x 10.8x 13.8x 10.7x 10.4x LKQ Corporation 16,190 42.85 5.0% 35.5% 43.75 97.9% 12.8x 12.2x 14.9x 13.0x 12.2x O'Reilly Automotive, Inc. 26,833 272.30 12.3% (0.6%) 277.40 98.2% 14.7x 10.2x 13.7x 13.0x 12.3x U.S. Auto Parts Network, Inc. 103 2.52 0.4% (31.1%) 4.13 61.0% 14.4x 13.8x 11.9x 6.9x NA Uni-Select Inc. 1,355 21.89 (3.7%) (4.1%) 27.36 80.0% 10.1x 10.1x 11.9x 9.2x 8.8x Median 9.5% (0.6%) 97.9% 12.8x 10.2x 11.9x 10.7x 10.4x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,243 $75.05 16.4% 17.4% $76.40 98.2% 9.7x 9.1x 9.9x 10.0x 10.6x AutoNation, Inc. 10,231 60.04 16.5% 16.2% 60.12 99.9% 9.8x 9.3x 11.3x 11.3x 10.4x Boyd Group Income Fund 1,908 82.36 4.0% 30.9% 86.03 95.7% 13.4x 15.0x 18.3x 13.3x 11.6x CarMax, Inc. 25,751 71.49 9.6% 7.3% 77.64 92.1% NM NM NM 18.4x 17.5x Copart, Inc. 11,206 45.42 4.8% 59.5% 46.09 98.5% 15.4x 15.3x NM 17.4x 15.6x Group 1 Automotive, Inc. 4,351 80.84 8.0% 0.7% 84.47 95.7% 10.5x 10.2x 10.4x 10.9x 10.9x KAR Auction Services, Inc. 10,994 54.45 6.7% 20.0% 54.49 99.9% 13.3x 11.6x 13.5x 12.1x 11.1x Lithia Motors, Inc. Class A 5,826 125.33 8.6% 26.1% 125.87 99.6% 12.1x 11.4x 13.1x 12.1x 11.3x Monro Inc 2,443 61.75 5.5% 5.5% 61.90 99.8% 14.0x 12.1x 14.4x 12.5x 11.2x Penske Automotive Group, Inc. 10,472 53.80 11.6% 3.1% 55.26 97.4% 14.6x 13.8x 15.1x 13.1x 12.6x Sonic Automotive, Inc. Class A 3,361 22.35 17.0% (3.5%) 27.45 81.4% 10.9x 10.7x 11.0x 11.2x 10.8x Median 8.6% 16.2% 98.2% 12.7x 11.5x 13.1x 12.1x 11.2x

PAGE | 7 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

PUBLIC COMPARABLES(1)

Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Jan-17 Jul-17 Current 2018P 2019P Automotive Aftermarket Vehicle Manufacturers Bayerische Motoren Werke AG $178,798 $117.93 13.9% 26.7% $118.14 99.8% 8.1x 9.7x 10.9x 9.7x 9.3x Daimler AG 216,225 92.55 9.7% 22.7% 92.69 99.8% 7.0x 8.2x 10.4x 8.7x 8.5x 164,263 12.02 (4.5%) (2.8%) 13.48 89.2% 12.5x 12.5x 13.4x 13.9x 13.0x Company 134,444 43.29 3.0% 17.0% 46.76 92.6% 5.6x 5.1x 6.0x 7.9x 7.5x Harley-Davidson, Inc. 15,422 53.81 3.8% (8.2%) 63.40 84.9% 13.4x 12.8x 17.4x 13.2x 12.9x Corporation 8,089 44.75 0.3% 61.0% 47.47 94.3% 13.2x 16.2x 12.3x 10.9x 9.7x Oshkosh Corp 7,599 93.98 2.8% 34.9% 94.93 99.0% 10.9x 9.6x 12.1x 11.2x 10.2x Inc 32,702 77.64 9.4% 17.6% 77.74 99.9% 9.7x 10.0x 10.4x 9.6x 9.1x Toyota Motor Corp. 342,472 69.31 7.9% 17.3% 70.35 98.5% 9.1x 9.0x 10.3x 11.2x 10.6x Volkswagen AG Pref 272,489 230.94 15.5% 45.9% 231.43 99.8% 5.4x 6.0x 7.1x 6.0x 5.8x Median 5.9% 20.2% 98.8% 9.4x 9.6x 10.7x 10.3x 9.5x

PAGE | 8 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

PUBLIC COMPARABLES(1)

Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) 2014 2015 2016 2017 2018P 2019P '14-17 '17-19P 2014 2015 2016 2017 2018P 2019P '14-17 '17-19P Automotive Aftermarket Suppliers BorgWarner Inc. $8,304 $8,025 $9,071 $9,692 $10,408 $11,051 5.3% 6.8% $1,385 $1,330 $1,507 $1,628 $1,754 $1,869 5.5% 7.1% Cooper Tire & Rubber Company 3,421 2,959 2,925 2,845 2,995 2,977 (6.0%) 2.3% 436 541 592 421 447 439 (1.2%) 2.2% Dorman Products, Inc. 751 803 860 911 1,007 1,058 6.6% 7.8% 153 162 188 200 226 242 9.3% 10.0% Goodyear Tire & Rubber Company 18,138 16,443 15,158 15,232 15,498 15,799 (5.7%) 1.8% 2,251 2,349 2,520 2,143 2,433 2,628 (1.6%) 10.8% Modine Manufacturing Company 1,496 1,353 1,503 1,998 2,109 2,214 10.1% 5.3% 110 114 124 189 217 237 19.6% 12.0% Motorcar Parts of America, Inc. 302 369 421 453 490 0 14.5% (100.0%) 38 49 67 86 99 0 31.6% (100.0%) Standard Motor Products, Inc. 980 972 1,058 1,104 1,140 0 4.0% (100.0%) 113 92 121 109 132 0 (1.3%) (100.0%) Tenneco Inc. 8,420 8,209 8,599 9,188 9,669 10,046 3.0% 4.6% 752 781 764 871 941 997 5.0% 7.0% Visteon Corporation 7,509 3,245 3,161 3,155 3,281 3,499 (25.1%) 5.3% 663 265 323 368 396 421 (17.8%) 6.8% Total $49,322 $42,377 $42,756 $44,577 $46,596 $46,645 0.8% (18.5%) $5,902 $5,684 $6,206 $6,015 $6,643 $6,833 5.5% (16.0%) Distributors and Retailers Advance Auto Parts, Inc. $9,844 $9,737 $9,568 $9,345 $9,562 $9,853 (1.7%) 2.7% $1,244 $1,147 $1,068 $908 $996 $1,097 (10.0%) 9.9% AutoZone, Inc. 9,475 10,187 10,636 10,889 10,889 11,806 4.7% 4.1% 2,089 2,223 2,358 2,403 2,403 2,582 4.8% 3.6% Genuine Parts Company 15,342 15,280 15,340 15,990 18,364 18,733 1.4% 8.2% 1,273 1,266 1,217 1,263 1,507 1,547 (0.3%) 10.7% LKQ Corporation 6,740 7,193 8,584 9,655 10,320 10,888 12.7% 6.2% 790 852 1,007 1,112 1,248 1,331 12.1% 9.4% O'Reilly Automotive, Inc. 7,216 7,967 8,593 8,970 9,442 9,962 7.5% 5.4% 1,465 1,743 1,917 1,960 2,069 2,171 10.2% 5.3% U.S. Auto Parts Network, Inc. 284 291 304 306 316 0 2.6% (100.0%) 5 6 10 14 15 0 43.3% (100.0%) Uni-Select Inc. 1,784 1,355 1,197 1,445 1,744 1,800 (6.8%) 11.6% 104 94 107 122 148 154 5.7% 12.1% Total $50,685 $52,010 $54,221 $56,600 $60,636 $63,042 2.9% (8.8%) $6,968 $7,331 $7,684 $7,783 $8,385 $8,881 9.4% (7.0%) Dealerships and Service Providers Asbury Automotive Group, Inc. $5,868 $6,588 $6,528 $6,455 $6,570 $6,473 3.2% 0.1% $313 $331 $334 $320 $323 $300 0.7% (3.2%) AutoNation, Inc. 19,109 20,862 21,609 21,401 21,748 21,654 3.8% 0.6% 909 998 971 875 909 988 (1.3%) 6.3% Boyd Group Income Fund 764 918 1,047 1,265 1,467 1,646 18.3% 14.1% 77 79 94 115 141 163 14.4% 18.8% CarMax, Inc. 14,269 15,150 15,875 17,305 18,300 19,695 6.6% 6.7% 724 804 713 1,351 1,402 1,475 23.1% 4.5% Copart, Inc. 1,163 1,146 1,268 1,448 1,448 1,806 7.6% 11.7% 363 394 455 540 540 719 14.1% 15.5% Group 1 Automotive, Inc. 9,938 10,633 10,888 11,061 11,274 11,110 3.6% 0.2% 375 408 419 376 390 393 0.0% 2.2% KAR Auction Services, Inc. 2,365 2,640 3,150 3,448 3,672 3,870 13.4% 5.9% 574 640 740 841 915 992 13.6% 8.6% Lithia Motors, Inc. Class A 5,390 7,864 8,678 10,103 11,238 11,513 23.3% 6.7% 266 377 405 435 486 498 17.8% 7.1% Monro Inc 894 944 1,022 1,135 1,209 1,349 8.3% 9.0% 147 161 162 178 197 217 6.6% 10.6% Penske Automotive Group, Inc. 17,177 19,285 20,119 21,208 21,631 21,942 7.3% 1.7% 574 645 665 751 797 824 9.3% 4.8% Sonic Automotive, Inc. Class A 9,197 9,624 9,732 9,828 9,971 10,094 2.2% 1.3% 294 307 319 306 301 321 1.3% 2.3% Total $86,134 $95,653 $99,915 $104,655 $108,528 $111,151 8.9% 5.3% $4,617 $5,143 $5,277 $6,086 $6,401 $6,890 9.1% 7.0%

PAGE | 9 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

PUBLIC COMPARABLES(1)

Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) 2014 2015 2016 2017 2018P 2019P '14-17 '17-19P 2014 2015 2016 2017 2018P 2019P '14-17 '17-19P Automotive Aftermarket Vehicle Manufacturers Bayerische Motoren Werke AG $106,648 $102,215 $104,163 $119,719 $123,778 $127,814 3.9% 3.3% $21,734 $19,303 $19,370 $18,094 $18,268 $18,862 (5.9%) 2.1% Daimler AG 172,268 165,747 169,537 199,706 206,340 211,408 5.0% 2.9% 25,517 25,668 26,177 24,630 25,137 26,146 (1.2%) 3.0% Ford Motor Company 144,077 149,558 151,800 144,041 143,163 141,996 (0.0%) (0.7%) 11,324 15,079 12,296 11,422 11,297 12,192 0.3% 3.3% General Motors Company 155,929 152,356 166,380 145,320 144,340 140,785 (2.3%) (1.6%) 10,160 15,518 20,671 17,024 16,000 16,897 18.8% (0.4%) Harley-Davidson, Inc. 6,229 5,995 5,996 4,882 4,972 5,332 (7.8%) 4.5% 1,452 1,330 1,240 1,120 1,169 1,202 (8.3%) 3.6% Navistar International Corporation 10,806 10,140 8,111 8,570 8,570 9,918 (7.4%) 7.6% 295 567 474 658 658 834 NM 12.6% Oshkosh Corp 6,808 6,098 6,279 6,830 6,830 7,433 0.1% 4.3% 622 523 518 626 626 746 0.2% 9.2% PACCAR Inc 18,997 19,115 17,005 17,860 19,758 20,180 (2.0%) 6.3% 2,899 3,198 2,939 3,194 3,453 3,658 3.3% 7.0% Toyota Motor Corp. 247,980 236,533 255,078 260,315 264,835 271,349 1.6% 2.1% 38,164 36,457 34,060 27,938 29,285 30,732 (9.9%) 4.9% Volkswagen AG Pref 268,549 236,524 240,340 281,681 292,410 301,866 1.6% 3.5% 36,343 26,777 37,788 41,384 45,196 46,875 4.4% 6.4% Total $1,138,291 $1,084,281 $1,124,689 $1,188,923 $1,214,995 $1,238,080 (0.7%) 3.2% $148,510 $144,420 $155,533 $146,090 $151,091 $158,144 0.2% 5.2%

PAGE | 10 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JANUARY 2018

TRANSPORTATION & LOGISTICS

SOURCES

1. FactSet.

2. MergerMarket.

3. Pitchbook.

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.de) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services.

Harris Williams & Co. Ltd is a private limited company authorised and regulated by the Financial Conduct Authority, incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 07078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

Copyright© 2018 Harris Williams & Co., all rights reserved.

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