Transportation & Logistics Automotive Aftermarket

TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

TRANSPORTATION & LOGISTICS OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. DEAL SPOTLIGHT . M&A TRANSACTIONS . PUBLIC MARKETS OVERVIEW Kadel’s Auto Body . STOCK PRICE PERFORMANCE . OUR GROUP a portfolio company of Harris Williams & Co. advised Kadel’s Auto Body, a portfolio company of KCB Management, on its sale to ABRA Auto Body & Glass, a portfolio company of Hellman & Friedman. has been acquired by Kadel’s is a leading provider of auto body repair services in the Pacific Northwest, and ABRA is a recognized leader in CONTACTS collision repair, paintless dent removal and auto glass repair

a portfolio company of and replacement. UNITED STATES Press Release Frank Mountcastle Managing Director [email protected] +1 (804) 915-0124 HAT E RE EADING W W ’ R Jason Bass Managing Director AUTOMOTIVE SPECIALTY EQUIPMENT MARKET REACHES $36B [email protected] +1 (804) 915-0132 A new SEMA report shows that spending on automotive specialty equipment parts and accessories has increased for a fifth consecutive year, reaching $36 billion in Joe Conner Managing Director 2014. Spending in this category grew 8% between 2013 and 2014. SEMA CEO Chris [email protected] Kersting points to advanced manufacturing systems and social media as drivers of +1 (804) 915-0151 change within the industry. Jershon Jones Aftermarket News Director [email protected] +1 (804) 932-1356 AUTOMAKERS BACK TESTING GROUND FOR SELF-DRIVING VEHICLES Jeff Burkett Director Toyota Motor Corp along with other car manufacturers are backing a $10 Million [email protected] testing ground for self-driving vehicles. The 32 acre facility called Mcity will be +1 (804) 932-1334 located at the University of Michigan and is hoped to enable Detroit to better Jeff Kidd compete in the emerging tech war. The facility will be one of the few open-source Vice President facilities in the world and will also be one of the few facilities that allows for testing [email protected] of self-driving vehicles in cold climates. +1 (804) 915-0178 Wall Street Journal EUROPE

EUROPEAN CAR SALES SURGE 15% IN JUNE Jeffery Perkins Managing Director European auto sales surged 15% in June, the single largest month-on-month [email protected] increase in over 5 years and the 22nd consecutive month of growth. All major +49 (0) 69 3650638 00 markets and all major carmakers, with the exception of Renault, posted double digit gains. HIS Automotive analyst Carlos da Silva attributes the gains to the extra sales days in June when compared to May and incentives offered by manufacturers to meet sales targets for the quarter. New York Times

APPLE CANT IGNORE THE AUTO MARKET In an interview with Bloomberg TV, Morgan Stanley’s lead auto analyst Adam Jonas stated that the auto industry is too big of an addressable market for Apple to ignore in response to a question about what Apple should do with its nearly $200 Billion in cash. He noted that they could also start from scratch rather than do an acquisition and focus more heavily on the self-driving car market. Business Insider

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PAGE | 1 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

M&A TRANSACTIONS

RECENT M&A TRANSACTIONS1,2

Date Target Business Description Acquirer

7/17/2015 Covs Parts Pty Ltd Distributes auto parts, tools, equipment, and consumables to GPC Asia Pacific Group Pty automotive, mining, truck and trailer and industrials in western Australia. Ltd.

7/16/2015 Getrag Getriebe Manufacturers transmission systems for passenger cars and light Magna International Inc. commercial vehicles in Germany and internationally.

7/13/2015 Remy International, Inc. Designs, manufactures, remanufactures, markets and distributes BorgWarner Inc. rotating electrical components for automobiles, light trucks and heavy duty trucks. 7/13/2015 Identifix, Inc. Operates an auto repair hotline which provides technical assistance to Claims Services Group, Inc. shop owners and technicians seeking additional expertise.

7/9/2015 Coast Distribution System Inc. Supplies replacement parts for RVs to retail parts and supply stores, Keystone Automotive repair establishment, and dealers. Operations, Inc.

7/8/2015 Power Train Company Remanufactures and distributes heavy duty truck parts. TruckPro, LLC

7/8/2015 PartsChannel Inc. Distributes aftermarket replacement parts for the collision repair industry LKQ Corp. in the United States.

6/26/2015 Kadel's Auto Body, LLC Provides auto body repair services across the Unites States ABRA Auto Body & Glass LP

6/15/2015 Holding & Barnes Plc Provider of online salvage auction services to buy accident damaged, ADESA (UK) Limited theft-recovered, and used vehicles in the United Kingdom.

6/11/2015 IVC Industrial Coatings, Inc. Manufacturer and distributor of powder, liquid, and specialty coating PPG Industries, Inc. products for commercial and consumer applications.

6/2/2015 Harco Manufacturing Group, LLC Manufacturer and supplier of automotive aftermarket and defense Sunsong Holdings Inc. products.

6/1/2015 The Grease Spot, Inc. Operator of oil change centers in the Midwest. The Lube Stop, Inc.

5/27/2015 Quest Automotive Products and Manufacturer of automotive refinish and industrial coatings. The Valspar Corporation Quest Industrial Products

5/21/2015 OE+, Ltd. Supplier of remanufactured starters and alternators to the automotive Motorcar Parts of America, aftermarket. Inc.

5/19/2015 Thermotech, Inc. Contract manufacturer, specializing in precision injection molding and Plasman Inc. assembly of plastic products for the automotive industry.

5/15/2015 Bell Automotive Products Supplier of interior protection, tire safety and vehicle accessory Hopkins Manufacturing products marketed under the Bell, Victor, and Monkey-Grip brands. Corp.

5/13/2015 Time Automotive Distributors Distributor of performance and truck accessories. National Performance Warehouse

5/13/2015 RWA Holding Company, Inc. Automotive aftermarket provider of highly engineered components Linsalata Capital Partners under the Yukon and USA Standard brands.

PAGE | 2 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

PUBLIC MARKETS OVERVIEW

TEV / LTM EBITDA TEV / 2015E EBITDA

Dealerships and Services Dealerships and Services 13.0x 12.2x Providers Providers

Distributors and Retailers 12.0x Distributors and Retailers 12.1x

Vehicle Manufacturers 10.9x Vehicle Manufacturers 10.4x

Suppliers 7.5x Suppliers 7.2x

AVERAGE REVENUE GROWTH (2011 – 2014) AVERAGE REVENUE GROWTH (2014 – 2016P)

Dealerships and Services Dealerships and Services 14.2% 10.4% Providers Providers

Distributors and Retailers 7.6% Suppliers 2.9%

Vehicle Manufacturers 2.8% Vehicle Manufacturers 1.8%

Suppliers 3.7% Distributors and Retailers 0.3%

AVERAGE EBITDA GROWTH (2011 – 2014) AVERAGE EBITDA GROWTH (2014 – 2016P)

Dealerships and Services Dealerships and Services 13.5% 10.5% Providers Providers

Vehicle Manufacturers 9.3% Vehicle Manufacturers 6.2%

Suppliers 7.5% Distributors and Retailers 5.9%

Distributors and Retailers 4.4% Suppliers 4.6%

PAGE | 3 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

STOCK PRICE PERFORMANCE

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

Distributors and Distributors and 2.5% 25.0% Retailers Retailers

Dealerships and Dealerships and 2.2% 15.8% Service Providers Service Providers

Vehicle (5.7%) Manufacturers Suppliers (8.8%)

Vehicle Suppliers (7.3%) (17.8%) Manufacturers

TRAILING TWELVE MONTHS

(Indexed to July 19, 2014)

40%

30%

20%

10%

(10%)

(20%)

(30%) Jul-21-2014 Oct-21-2014 Jan-21-2015 Apr-21-2015 Jul-21-2015

Suppliers Distributors and Retailers Dealerships and Service Providers Vehicle Manufacturers S&P 500 Index (^SPX) - Index Value

PAGE | 4 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

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

RCL Services Group

in partnership with a portfolio company of and a portfolio company of a portfolio company of a portfolio company of a portfolio company of has sold has been acquired by

has been acquired by to has been acquired by has been acquired by has been acquired by a portfolio company of

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

and

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

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 │ JULY 2015

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 at www.harriswilliams.com/industries.

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

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

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (U.S. Headquarters) Frankfurt Two International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 24th Floor 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 Fax: +1 (617) 482-7503 Fax: +1 (804) 648-0073 Fax: +49 069 3650638 01 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, USA Phone: +44 (0) 20 7518 8900 Phone: +1 (216) 689-2400 Phone: +1 (415) 288-4260 Fax: +44 (0) 20 7526 2187 Fax: +1 (216) 689-2401 Fax: +1 (415) 288-4269 Minneapolis NETWORK OFFICES 222 South 9th Street Suite 3350 Beijing New Delhi Minneapolis, Minnesota 55402 Phone: +1 (612) 359-2700 Hong Kong Shanghai Fax: +1 (612) 359-2701 Mumbai

PAGE | 6 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015 PUBLIC COMPARABLES

Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Jul-14 Jan-15 Current 2014 2015E Automotive Aftermarket

Suppliers BorgWarner Inc. $12,636 $52.04 (13.8%) (20.2%) $66.15 78.7% 11.5x 8.7x 9.1x 9.0x 9.0x Cooper Tire & Rubber Co. 1,823 33.28 (5.4%) 10.9% 43.94 75.7% 5.5x 4.5x 3.6x 3.5x 4.5x Dorman Products, Inc. 1,698 49.49 (0.5%) 3.2% 51.75 95.6% 11.1x 10.5x 11.3x 11.1x 10.4x Federal-Mogul Holdings Corporation 4,427 10.32 (12.3%) (48.8%) 20.47 50.4% 8.1x 6.6x 7.9x 7.2x 7.2x The Goodyear Tire & Rubber Company 13,483 30.04 (3.7%) 7.7% 32.74 91.8% 6.1x 5.7x 5.7x 6.0x 5.4x Modine Manufacturing Company 581 10.36 (4.0%) (31.3%) 15.08 68.7% 6.7x 6.1x 5.4x 5.0x 4.9x Motorcar Parts of America, Inc. 541 29.07 (7.5%) 17.8% 36.43 79.8% 10.9x 14.4x 15.0x 15.5x 8.2x Standard Motor Products Inc. 856 34.48 (7.1%) (18.2%) 43.72 78.9% 7.7x 6.8x 7.1x 6.8x 7.6x Tenneco Inc. 4,144 50.21 (17.5%) (26.3%) 69.22 72.5% 7.1x 5.7x 5.7x 5.6x 5.3x Visteon Corporation 5,358 97.89 (9.5%) 0.5% 110.48 88.6% 9.2x 8.3x 8.1x 8.3x NM Median (7.3%) (8.8%) 78.8% 7.9x 6.7x 7.5x 7.0x 7.2x Distributors and Retailers Advance Auto Parts Inc. $13,831 $168.69 5.1% 29.3% $170.00 99.2% 10.8x 10.1x 11.0x 11.1x 10.7x AutoZone, Inc. 25,237 676.05 (0.8%) 29.9% 705.00 95.9% 10.2x 10.8x 11.6x 12.1x 11.3x Genuine Parts Company 14,155 88.81 (3.7%) 1.9% 109.00 81.5% 11.4x 12.2x 11.1x 11.1x 10.7x LKQ Corp. 11,073 31.26 5.3% 20.8% 31.36 99.7% 13.1x 11.9x 13.7x 14.0x 13.0x O'Reilly Automotive Inc. 25,181 240.20 4.7% 57.2% 241.50 99.5% 12.5x 13.4x 16.4x 17.1x 15.1x Pep Boys - Manny, Moe & Jack 949 12.18 4.5% 7.0% 12.62 96.5% 8.1x 9.0x 12.0x 8.7x 9.5x U.S. Auto Parts Network, Inc. 90 2.24 0.4% (30.9%) 3.37 66.5% 16.3x 17.4x NM 16.6x 12.8x Uni-Select Inc. 1,234 36.37 (0.3%) 46.9% 37.55 96.8% 11.5x 10.1x 13.7x 13.4x 14.1x Median 2.5% 25.0% 96.7% 11.4x 11.4x 12.0x 12.7x 12.1x Dealerships and Service Providers Asbury Automotive Group, Inc. $4,074 $95.54 8.3% 34.3% $96.58 98.9% 11.7x 11.0x 12.8x 13.7x 12.4x AutoNation, Inc. 12,531 66.19 5.2% 15.3% 67.50 98.1% 13.7x 12.3x 12.8x 13.7x 12.4x Boyd Group Income Fund 806 44.56 6.8% 15.8% 44.65 99.8% 12.1x 12.0x 14.0x 13.6x 11.8x CarMax Inc. 23,316 68.17 (1.6%) 30.7% 75.40 90.4% 19.4x NM NM NM NM Copart, Inc. 4,619 36.61 2.2% 4.4% 38.50 95.1% 13.2x 11.0x 11.1x 11.7x 11.6x Group 1 Automotive Inc. 4,667 93.61 5.0% 14.4% 94.95 98.6% 12.5x 11.0x 11.3x 12.1x 11.8x KAR Auction Services, Inc. 7,844 38.25 (0.5%) 23.9% 39.52 96.8% 13.8x 12.4x 13.1x 13.7x 12.0x Lithia Motors Inc. 4,886 117.22 3.9% 28.2% 118.57 98.9% 14.5x 11.9x 14.7x 18.4x 13.5x Monro Muffler Brake Inc. 2,270 63.00 (0.0%) 19.4% 67.93 92.7% 13.9x 14.7x 15.0x 17.9x 15.9x Penske Automotive Group, Inc. 8,880 52.89 0.7% 8.2% 54.14 97.7% 14.5x 13.7x 14.4x 15.5x 13.8x Sonic Automotive Inc. 3,225 24.19 0.5% (8.3%) 27.84 86.9% 11.2x 10.6x 11.1x 10.8x 11.2x Median 2.2% 15.8% 97.7% 13.7x 11.9x 13.0x 13.7x 12.2x Vehicle Manufacturers

PAGE | 7 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015 PUBLIC COMPARABLES

Vehicle Manufacturers Bayerische Motoren Werke Aktiengesellschaft $157,917 $103.94 (5.7%) (17.9%) $134.21 77.4% 10.4x 9.9x 11.6x 10.8x 10.3x Daimler AG 192,302 92.27 (0.2%) 4.4% 104.24 88.5% 10.9x 10.8x 12.8x 12.2x 10.0x Ford Motor Co. 161,271 14.57 (3.6%) (17.8%) 18.12 80.4% 13.9x 13.8x 14.1x 14.4x 15.0x General Motors Company 75,157 30.50 (15.5%) (18.5%) 39.00 78.2% 8.3x 8.0x 7.4x 8.3x 5.0x Harley-Davidson, Inc. 16,542 54.94 (5.8%) (18.4%) 70.41 78.0% 12.7x 12.5x 12.0x 11.3x 11.1x Navistar International Corporation 5,939 18.25 (22.2%) (51.8%) 40.17 45.4% NM NM 16.5x NM 10.7x Oshkosh Corporation 4,028 40.69 (11.0%) (25.1%) 55.69 73.1% 8.8x 6.2x 6.9x 6.5x 6.6x PACCAR Inc. 28,559 64.89 0.2% (1.6%) 71.15 91.2% 13.2x 11.5x 11.0x 11.7x 11.4x Toyota Motor Corporation 340,548 67.15 0.1% 13.3% 70.67 95.0% 8.7x 9.8x 9.8x 9.9x 10.9x Volksw agen AG 195,924 215.21 (9.5%) (13.2%) 284.76 75.6% 7.9x 7.8x 8.5x 7.9x 6.5x Median (5.7%) (17.8%) 78.1% 10.4x 9.9x 11.3x 10.8x 10.5x

PAGE | 8 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015 PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Grow th ($ in millions) 2011 2012 2013 2014 2015E 2016P '11-14 '14-16P 2011 2012 2013 2014 2015E 2016P '11-14 '14-16P Automotive Aftermarket

Suppliers BorgWarner Inc. $7,115 $7,183 $7,437 $8,305 $8,169 $9,094 5.3% 4.6% $1,073 $1,126 $1,224 $1,398 $1,389 $1,619 9.2% 7.6% Cooper Tire & Rubber Co. 3,908 4,201 3,439 3,425 2,979 3,072 (4.3%) (5.3%) 286 629 483 518 395 412 21.8% (10.8%) Dorman Products, Inc. 513 570 664 751 800 906 13.5% 9.8% 95 112 138 153 165 192 17.2% 11.8% Federal-Mogul Holdings Corporation 6,719 6,444 6,786 7,317 7,821 8,280 2.9% 6.4% 622 439 565 611 601 728 (0.6%) 9.2% The Goodyear Tire & Rubber Company 22,767 20,992 19,540 18,138 16,525 17,048 (7.3%) (3.1%) 1,893 1,819 2,105 2,251 2,475 2,638 5.9% 8.3% Modine Manufacturing Company 1,448 1,577 1,376 1,478 1,513 1,462 0.7% (0.5%) 103 128 96 116 119 122 4.0% 2.7% Motorcar Parts of America, Inc. 161 179 213 259 317 381 17.1% 21.4% 30 31 37 35 66 81 4.9% NM Standard Motor Products Inc. 875 949 984 980 998 1,033 3.9% 2.7% 79 102 120 126 112 125 17.0% (0.5%) Tenneco Inc. 7,205 7,363 7,964 8,420 8,234 8,735 5.3% 1.9% 597 638 695 736 790 861 7.2% 8.2% Visteon Corporation 7,532 5,715 6,371 7,509 3,014 3,197 (0.1%) (34.7%) 541 479 560 646 261 286 6.1% NM Total $58,243 $55,173 $54,774 $56,582 $50,370 $53,209 3.7% 0.3% $5,319 $5,503 $6,023 $6,590 $6,373 $7,063 9.3% 4.6% Distributors and Retailers Advance Auto Parts Inc. $6,170 $6,205 $6,494 $9,844 $9,897 $10,225 16.8% 1.9% $841 $847 $901 $1,243 $1,302 $1,438 13.9% 7.6% AutoZone, Inc. 8,073 8,604 9,148 9,475 10,151 10,685 5.5% 6.2% 1,691 1,841 2,002 2,089 2,229 2,377 7.3% 6.7% Genuine Parts Company 12,459 13,014 14,078 15,342 15,603 16,251 7.2% 2.9% 998 1,114 1,209 1,273 1,307 1,399 8.4% 4.9% LKQ Corp. 3,270 4,123 5,063 6,740 7,320 7,936 27.3% 8.5% 424 493 624 790 855 979 23.1% 11.3% O'Reilly Automotive Inc. 5,789 6,182 6,649 7,216 7,800 8,336 7.6% 7.5% 1,030 1,159 1,291 1,468 1,677 1,813 12.6% 11.1% Pep Boys - Manny, Moe & Jack 1,989 2,064 2,091 2,067 2,087 2,112 1.3% 1.1% 155 147 118 109 100 118 (11.3%) 4.2% U.S. Auto Parts Network, Inc. 327 304 255 284 303 327 (4.7%) 7.4% 13 8 5 5 7 10 NM NM Uni-Select Inc. 1,781 1,798 1,788 1,784 1,349 1,109 0.1% (21.1%) 97 79 82 92 86 85 (1.8%) (4.2%) Total $39,857 $42,293 $45,565 $52,751 $54,510 $56,980 7.6% 1.8% $5,250 $5,687 $6,232 $7,069 $7,563 $8,219 7.5% 5.9% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,004 $4,475 $5,128 $5,639 $6,555 $6,962 12.1% 11.1% $171 $210 $259 $297 $329 $354 20.2% 9.2% AutoNation, Inc. 13,305 15,020 16,674 18,180 20,862 22,026 11.0% 10.1% 652 737 827 915 1,020 1,087 11.9% 9.0% Boyd Group Income Fund 351 436 544 715 854 927 26.7% 13.9% 23 28 39 59 68 77 NM 14.0% CarMax Inc. 8,976 10,004 10,963 12,574 14,269 15,565 11.9% 11.3% 719 783 828 932 1,077 1,200 9.0% 13.5% Copart, Inc. 872 924 1,046 1,163 1,145 1,194 10.1% 1.3% 312 338 335 393 401 427 8.1% 4.2% Group 1 Automotive Inc. 5,884 7,216 8,607 9,571 10,734 11,413 17.6% 9.2% 225 271 322 386 387 427 19.6% 5.2% KAR Auction Services, Inc. 1,886 1,963 2,173 2,365 2,520 2,680 7.8% 6.5% 462 471 495 574 656 707 7.5% 11.0% Lithia Motors Inc. 2,549 3,204 3,867 5,200 7,746 8,441 26.8% 27.4% 129 166 210 266 363 395 27.4% 21.9% Monro Muffler Brake Inc. 637 687 732 831 901 970 9.3% 8.0% 101 115 101 127 143 169 8.0% 15.3% Penske Automotive Group, Inc. 10,769 12,584 14,074 16,741 19,060 20,223 15.8% 9.9% 342 417 493 574 648 708 18.9% 11.0% Sonic Automotive Inc. 7,312 8,115 8,571 8,897 9,538 9,900 6.8% 5.5% 263 288 300 300 291 307 4.4% 1.2% Total $56,545 $64,628 $72,380 $81,877 $94,182 $100,301 14.2% 10.4% $3,398 $3,824 $4,208 $4,823 $5,383 $5,858 13.5% 10.5% Vehicle Manufacturers

PAGE | 9 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015 PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Grow th ($ in millions) 2011 2012 2013 2014 2015E 2016P '11-14 '14-16P 2011 2012 2013 2014 2015E 2016P '11-14 '14-16P Automotive Aftermarket

Vehicle Manufacturers Bayerische Motoren Werke Aktiengesellschaft $66,659 $75,546 $77,374 $96,471 $95,109 $98,753 13.1% 1.2% $13,439 $13,956 $14,458 $15,627 $15,212 $15,912 5.2% 0.9% Daimler AG 122,715 132,833 142,477 137,845 156,438 163,536 4.0% 8.9% 14,066 14,309 14,947 15,784 18,959 20,876 3.9% 15.0% Ford Motor Co. 128,168 126,567 139,369 135,782 138,692 145,981 1.9% 3.7% 12,163 11,464 12,370 11,211 10,745 12,460 (2.7%) 5.4% General Motors Company 148,866 150,295 152,092 151,092 149,205 153,068 0.5% 0.7% 12,648 10,914 12,356 9,084 14,547 15,149 (10.4%) NM Harley-Davidson, Inc. 4,662 4,943 5,258 5,568 5,588 5,884 6.1% 2.8% 1,078 1,198 1,317 1,460 1,492 1,616 10.6% 5.2% Navistar International Corporation 13,441 12,527 10,617 10,653 11,099 11,486 (7.5%) 3.8% 958 (468) (375) 128 551 833 NM NM Oshkosh Corporation 7,539 8,141 7,665 6,808 6,381 6,499 (3.3%) (2.3%) 668 511 639 622 616 659 (2.3%) 2.9% PACCAR Inc. 15,326 15,952 15,949 17,793 19,237 19,854 5.1% 5.6% 1,807 1,927 2,047 2,446 2,445 2,525 10.6% 1.6% Toyota Motor Corporation 215,055 212,497 222,030 236,160 225,419 228,059 3.2% (1.7%) 19,838 17,273 26,711 34,414 30,108 33,607 20.2% (1.2%) Volksw agen AG 184,595 227,862 241,001 214,898 230,081 239,783 5.2% 5.6% 21,684 25,594 26,303 24,820 29,712 32,582 4.6% 14.6% Total $907,026 $967,163 $1,013,833 $1,013,070 $1,037,249 $1,072,902 2.8% 2.8% $98,348 $96,678 $110,773 $115,597 $124,387 $136,218 4.4% 5.6%

PAGE | 10 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2015

TRANSPORTATION & LOGISTICS

SOURCES

1. Capital IQ.

2. MergerMarket.

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.com) 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.

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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 July 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 July provide, July have provided, or July seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees July 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 July 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 July be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

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