Transportation & Logistics Automotive Aftermarket

TRANSPORTATION & LOGISTICS

AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

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 │ APRIL 2016

AFTERMARKET OVERVIEW

CONTENTS HARRIS WILLIAMS & CO. DEAL SPOTLIGHT . M&A TRANSACTIONS . PUBLIC MARKETS OVERVIEW DYK Automotive . STOCK PRICE PERFORMANCE has merged with Harris Williams & Co. announces the merger of DYK Automotive, . OUR GROUP LLC, a nationwide distributor of automotive aftermarket products

a division of and portfolio company of Dobbs Management Service, with AAHC, Inc., an operating company of Marubeni Corporation. As part of the merger, The Sterling Group will join Dobbs in a recapitalization by CONTACTS Management Service and management in the investment as the

and new majority shareholder of the combined entity. Harris Williams & Co. acted as exclusive financial advisor to DYK Automotive. UNITED STATES

Frank Mountcastle WHAT WE’RE READING Managing Director [email protected] +1 (804) 915-0124 THE CHANGING FACE OF PARTS RETAILING Jason Bass Managing Director Well-known components like ignition keys and analogue gauges are going the [email protected] way of cigarette lighters and hand-cranked windows. This fairly rapid +1 (804) 915-0132 transformation has traditional auto parts makers scrambling to adapt as new Joe Conner players such as Google, Sony, and other tech companies attempt to redefine the Managing Director automobile. Increased transmission of data between aftermarket retailer and [email protected] consumer, as well as consumer and vehicle will emerge as the new standard for +1 (804) 915-0151 parts retailing. Expect to see new types of retail businesses emerge to provide services to consumers using the data they are generating online. Jershon Jones Director Auto Service World [email protected] +1 (804) 932-1356 AMERICANS DROVE MORE THAN 3 TRILLION MILES LAST YEAR Jeff Burkett Director Americans renewed their long-standing love affair with the automobile in 2015, [email protected] challenging the notion that millennials and baby boomers alike are abandoning +1 (804) 932-1334 their cars for public transit, bikes and car-sharing. Last year, U.S. motorists drove more miles — 3.148 trillion — than any other year in history, according to data Jeff Kidd Vice President released by the Federal Highway Administration. And about 17 million new cars [email protected] and trucks were sold in 2015, an increase of nearly 6 percent and a level of car +1 (804) 915-0178 commerce not seen since 2000. The Detroit News James O’Malley Vice President [email protected] AAA DATA CULLING CONCERNS REPAIR SHOP OWNERS +1 (804) 915-0165

Some members of AAA Inc.’s Certified Approved Auto Repair (AAR) program are EUROPE expressing concern about AAA’s demands for customer information sharing as part of next year’s Approved Auto Repair Agreement. According to a letter sent Jeffery Perkins to AAR member shops on Jan. 15, 2016, AAA-affiliated auto clubs across the U.S. Managing Director “shall require all AAR facilities to implement an Internet-based repair portal and/or [email protected] shop management system interface to send member vehicle service transaction +49 (0) 69 3650638 00 data to AAA by Dec. 15, 2016.” Tire Business

STUDY FINDS DRIVING COSTS HAVE HIT SIX-YEAR LOW

Due to falling gas prices, the annual cost to own and operate a vehicle in the U.S. has fallen to a six-year low of $8,558, according to AAA’s 2016 Your Driving Costs study. This year, a driver can expect to spend 57 cents for each mile driven, approximately $713 per month, to cover the fixed and variable costs associated with owning and operating a car. In addition to lower gas prices, vehicle redesigns and improved powertrain technologies increased the average fuel economy of the sedans used in the study to 26.7 mpg. Body Shop Business

www.harriswilliams.com

PAGE | 1 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

M&A TRANSACTIONS

RECENT M&A TRANSACTIONS1,2

Date Target Business Description Acquirer

4/11/2016* Kovatch Mobile Equipment Designs, manufactures, and distributes customized specialty trucks, REV Group, Inc. Corporation chassis, and vehicles.

4/1/2016 DYK Automotive, LLC & AAHC, Distributes products to the automotive aftermarket throughout the The Sterling Group Inc. United States.

3/30/2016 Take 5 Oil Change LLC Provides oil change services for vehicles in the United States. Driven Brands, Inc.

3/24/2016* ASIMCO NVH Technologies Co., Manufactures automotive components such as bushings, body mounts, Zhengzhou Coal Mining Ltd. and engine mounts. Machinery Group Co., Ltd.

3/11/2016* Cruise Automation, Inc. Develops and manufactures autonomous vehicle technologies. General Motors Company

3/1/2016 Jiffy-tite Company Inc. Manufactures fluid hose couplers for the automotive industry. Oetiker Limited

2/29/2016* Pittsburgh Glass Works LLC Manufactures and distributes automotive glass in the United States and LKQ Corp. internationally.

2/17/2016 Texas Hydraulics, Inc. Operates as a custom manufacturer of fluid power components for Wynnchurch Capital, LLC original equipment manufacturers.

2/9/2016 Trans-Safety LOCKS GmbH Manufactures and markets anti-theft protection products for the WABCO Holdings Inc. transport industry.

2/3/2016* PurePOWER Technologies, LLC Offers research and development, engineering, and manufacturing of Smithfield Group LLP; engine control and emissions management solutions. Kensington Capital Partners, LLC 2/2/2016 UGN, Inc. Manufactures acoustic, interior trim, and thermal management Angeles Equity Partners products for the automotive industry.

2/2/2016* Key Safety Systems, Inc. Designs, develops, and manufactures automotive safety-critical Ningbo Joyson Electronic components and systems for automotive and non-automotive markets Corp. worldwide. 2/2/2016 MICO, Incorporated Manufactures and sells hydraulic components, controls, and brake WABCO Holdings Inc. systems primarily for off-road vehicles worldwide.

1/28/2016 Save-A-Load, Inc. Manufactures cargo load bars for tractor trailers, light duty/commercial Fleet Engineers, Inc. vehicles, sprinter vans, SUVs, and pick-up trucks.

1/12/2016 H&S Autoshot Manufacturing Co., Manufactures stud welders for the automotive industry. Nu-Tec Systems, LLC Ltd.

1/11/2016 Drake Automotive Group, Inc. Manufactures and markets auto parts for new and vintage American Huron Capital Partners, LLC muscle cars and recreational off-road vehicles.

1/5/2016 TowerSec Inc. Operates as an automotive cyber security vendor which develops and Harman International provides on-board cyber security software to OEMs, suppliers, and Industries, Incorporated aftermarket telematics manufacturers. 12/21/2015 Big Tex Trailer Manufacturing, Inc. Manufactures professional grade open trailers in North America. Bain Capital Private Equity

*Denotes pending transactions

PAGE | 2 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

PUBLIC MARKETS OVERVIEW

TEV / LTM EBITDA TEV / 2016P EBITDA

Distributors and Retailers 12.1x Distributors and Retailers 11.6x

Dealerships and Services Dealerships and Services 12.1x 11.3x Providers Providers

Vehicle Manufacturers 8.6x Vehicle Manufacturers 8.9x

Suppliers 6.6x Suppliers 6.0x

AVERAGE REVENUE GROWTH (2012 – 2015E) AVERAGE REVENUE GROWTH (2015E – 2017P)

Dealerships and Services Dealerships and Services 15.0% 7.7% Providers Providers

Distributors and Retailers 6.6% Suppliers 4.4%

Vehicle Manufacturers 4.4% Distributors and Retailers 2.8%

Suppliers 0.7% Vehicle Manufacturers 2.3%

AVERAGE EBITDA GROWTH (2012 – 2015E) AVERAGE EBITDA GROWTH (2015E – 2017P)

Dealerships and Services 16.8% Suppliers 12.4% Providers

Vehicle Manufacturers 13.6% Distributors and Retailers 7.8%

Dealerships and Services 6.9% Distributors and Retailers 7.8% Providers

Suppliers 2.4% Vehicle Manufacturers 2.6%

PAGE | 3 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

STOCK PRICE PERFORMANCE

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

Distributors and S&P 500 3.0% 22.8% Retailers

Suppliers 1.9% S&P 500 (0.6%)

Distributors and 1.2% Retailers Suppliers (15.3%)

Dealerships and (1.0%) Dealerships and Service Providers (25.6%) Service Providers Vehicle (1.6%) Vehicle Manufacturers (25.8%) Manufacturers

TRAILING TWELVE MONTHS

(Indexed to April 13, 2015)

40%

30%

20%

10%

(10%)

(20%)

(30%)

(40%) Apr-15 Jul-15 Oct-15 Jan-16 Apr-16

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

PAGE | 4 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

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

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

a division of has been acquired by has acquired

has been acquired by has been acquired by in a recapitalization by has been acquired by

a portfolio company of and

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 and

to 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 │ APRIL 2016

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, 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 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

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 222 South 9th Street Suite 3350 NETWORK OFFICES Minneapolis, Minnesota 55402 Phone: +1 (612) 359-2700 Beijing New Delhi Hong Kong Shanghai Mumbai

PAGE | 6 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

PUBLIC COMPARABLES

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 Apr-15 Oct-15 Current 2016P 2017P Automotive Aftermarket Suppliers BorgWarner Inc. $10,085 $36.75 2.3% (39.3%) $62.32 59.0% 10.4x 7.9x 7.4x 6.8x 6.3x Cooper Tire & Rubber Co. 1,953 38.00 (2.8%) (9.4%) 43.40 87.6% 4.6x 4.6x 3.5x 4.0x 4.3x Dorman Products, Inc. 1,782 53.55 1.5% 6.8% 55.00 97.4% 11.5x 11.5x 11.0x 10.2x 9.4x Federal-Mogul Holdings Corporation 4,572 9.30 3.3% (30.9%) 13.90 66.9% 8.2x 7.2x 8.0x 6.6x 6.2x The Goodyear Tire & Rubber Company 13,083 32.11 (2.8%) 18.2% 35.30 91.0% 5.4x 5.8x 5.6x 5.0x 4.9x Modine Manufacturing Company 591 10.74 7.4% (15.5%) 13.00 82.6% 6.3x 5.2x 5.8x 5.3x 4.9x Motorcar Parts of America, Inc. 680 36.25 (1.9%) 30.9% 41.03 88.3% 13.9x 19.0x 19.9x 8.4x 7.4x Standard Motor Products Inc. 802 34.17 4.0% (19.7%) 45.72 74.7% 8.5x 7.4x 7.3x 7.3x 6.5x Tenneco Inc. 3,752 47.91 (2.0%) (15.1%) 61.73 77.6% 6.0x 5.5x 4.9x 4.6x 4.3x Visteon Corporation 829 79.20 3.3% (22.5%) 121.65 65.1% 8.4x 2.7x 3.2x 2.6x 2.3x Median 1.9% (15.3%) 80.1% 8.3x 6.5x 6.6x 6.0x 5.6x Distributors and Retailers Advance Auto Parts Inc. $12,909 $160.49 1.2% 7.7% $201.24 79.8% 9.0x 12.2x 10.5x 9.5x 9.0x AutoZone, Inc. 27,849 777.45 (2.5%) 11.7% 810.00 96.0% 12.4x 12.2x 12.2x 11.7x 11.0x Genuine Parts Company 15,315 99.33 4.2% 7.2% 99.79 99.5% 11.6x 10.5x 12.1x 11.5x 11.0x LKQ Corp. 11,659 33.20 6.6% 30.2% 33.23 99.9% 11.8x 12.0x 13.7x 12.3x 11.2x O'Reilly Automotive Inc. 27,411 269.37 (1.0%) 24.1% 277.96 96.9% 15.1x 15.5x 15.7x 14.2x 13.1x U.S. Auto Parts Network, Inc. 125 3.08 5.5% 45.3% 3.28 93.9% 19.5x 17.1x NM 11.6x 9.8x Uni-Select Inc. 896 42.72 (3.0%) 22.8% 55.77 76.6% 10.6x 10.9x 10.0x 9.3x 8.6x Median 1.2% 22.8% 96.0% 11.8x 12.2x 12.1x 11.6x 11.0x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,219 $59.12 (3.5%) (30.8%) $96.58 61.2% 13.0x 11.6x 9.7x 9.8x 9.5x AutoNation, Inc. 10,806 46.42 (9.2%) (28.2%) 67.50 68.8% 13.1x 12.1x 10.8x 10.1x 9.5x Boyd Group Income Fund 1,071 55.18 7.3% 30.1% 60.91 90.6% 13.6x 13.1x 15.4x 12.1x 10.7x CarMax Inc. 21,123 53.94 4.0% (25.6%) 73.76 73.1% NM 18.1x 17.9x 17.8x 16.6x Copart, Inc. 5,233 42.11 4.2% 12.0% 42.12 100.0% 12.6x 11.2x 13.0x 12.2x 11.3x Group 1 Automotive Inc. 4,091 58.71 (1.0%) (31.3%) 97.34 60.3% 11.2x 11.2x 9.8x 10.1x 9.4x KAR Auction Services, Inc. 8,264 39.00 3.8% 3.9% 39.87 97.8% 13.0x 12.6x 12.8x 11.3x 10.3x Lithia Motors Inc. 4,437 88.35 (6.8%) (11.8%) 126.56 69.8% 15.1x 13.3x 11.6x 11.0x 10.3x Monro Muffler Brake Inc. 2,541 69.73 0.4% 7.3% 77.00 90.6% 15.9x 15.7x 16.1x 15.6x 13.4x Penske Automotive Group, Inc. 7,798 36.54 (10.4%) (29.7%) 54.39 67.2% 14.8x 13.6x 12.1x 11.7x 10.9x Sonic Automotive Inc. 3,139 17.35 (14.4%) (29.6%) 25.77 67.3% 11.0x 10.7x 10.2x 10.4x 9.9x Median (1.0%) (25.6%) 69.8% 13.1x 12.6x 12.1x 11.3x 10.3x

PAGE | 7 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

PUBLIC COMPARABLES

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 Apr-15 Oct-15 Current 2016P 2017P Automotive Aftermarket Vehicle Manufacturers Bayerische Motoren Werke Aktiengesellschaft $142,579 $87.89 (1.0%) (32.2%) $131.38 66.9% 11.2x 10.4x 9.9x 8.6x 8.4x Daimler AG 174,186 71.46 (2.4%) (27.0%) 104.33 68.5% 11.9x 10.0x 6.9x 8.1x 7.8x Ford Motor Co. 161,402 13.06 (1.7%) (18.2%) 16.10 81.1% 14.1x 12.3x 10.1x 13.3x 12.9x General Motors Company 90,909 30.78 (1.5%) (15.6%) 37.45 82.2% 8.0x 6.2x 6.6x 5.7x 5.6x Harley-Davidson, Inc. 15,036 46.83 (4.3%) (24.7%) 62.26 75.2% 12.3x 12.2x 11.0x 11.0x 10.5x Navistar International Corporation 5,533 13.46 17.8% (51.9%) 30.49 44.1% 18.8x 17.9x 14.8x 9.2x 8.2x Oshkosh Corporation 3,950 41.00 10.5% (15.3%) 55.69 73.6% 7.9x 7.8x 8.2x 9.1x 8.0x PACCAR Inc. 24,790 55.56 5.4% (12.2%) 68.44 81.2% 10.7x 8.6x 9.0x 11.4x 11.4x Toyota Motor Corporation 295,712 51.46 (8.4%) (32.1%) 79.62 64.6% 10.0x 8.6x 7.4x 8.6x 8.7x Volkswagen AG 160,409 125.82 (1.7%) (54.6%) 279.95 44.9% 9.1x 8.2x 8.2x 5.5x 5.0x Median (1.6%) (25.8%) 71.1% 10.9x 9.3x 8.6x 8.9x 8.3x

PAGE | 8 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) 2012 2013 2014 2015E 2016P 2017P '12-15E '15E-17P 2012 2013 2014 2015E 2016P 2017P '12-15E '15E-17P Automotive Aftermarket Suppliers BorgWarner Inc. $7,183 $7,437 $8,305 $8,023 $9,088 $9,533 3.8% 9.0% $1,126 $1,224 $1,398 $1,362 $1,493 $1,582 6.6% 7.8% Cooper Tire & Rubber Co. 4,201 3,439 3,425 2,973 3,017 3,073 (10.9%) 1.7% 629 483 516 555 492 458 (4.1%) (9.2%) Dorman Products, Inc. 570 664 751 803 855 901 12.1% 5.9% 112 138 152 162 175 188 13.0% 7.7% Federal-Mogul Holdings Corporation 6,444 6,786 7,317 7,419 7,600 7,870 4.8% 3.0% 439 555 578 575 687 737 9.4% 13.2% The Goodyear Tire & Rubber Company 20,992 19,540 18,138 16,443 16,143 16,306 (7.8%) (0.4%) 1,819 2,132 2,251 2,336 2,652 2,703 8.7% 7.6% Modine Manufacturing Company 1,577 1,376 1,478 1,496 1,354 1,337 (1.7%) (5.5%) 128 96 116 109 113 121 (5.3%) 5.5% Motorcar Parts of America, Inc. 179 213 259 302 377 431 19.1% 19.6% 31 37 35 36 81 92 5.5% 59.8% Standard Motor Products Inc. 949 984 980 972 1,006 1,048 0.8% 3.8% 102 120 126 110 109 123 2.4% 6.2% Tenneco Inc. 7,363 7,964 8,420 8,209 8,491 8,937 3.7% 4.3% 638 695 736 772 831 880 6.6% 6.7% Visteon Corporation 5,715 1,724 2,586 3,245 3,240 3,432 (17.2%) 2.8% 479 55 125 259 324 363 (18.5%) 18.4% Total $55,173 $50,127 $51,659 $49,885 $51,171 $52,868 0.7% 4.4% $5,503 $5,535 $6,033 $6,276 $6,957 $7,247 2.4% 12.4% Distributors and Retailers Advance Auto Parts Inc. $6,205 $6,494 $9,844 $9,737 $9,760 $9,945 16.2% 1.1% $847 $969 $1,381 $1,233 $1,376 $1,456 13.4% 8.7% AutoZone, Inc. 8,604 9,148 9,475 10,187 10,734 11,294 5.8% 5.3% 1,841 2,000 2,081 2,223 2,386 2,537 6.5% 6.8% Genuine Parts Company 13,014 14,078 15,342 15,280 15,500 15,955 5.5% 2.2% 1,114 1,209 1,273 1,266 1,306 1,384 4.4% 4.6% LKQ Corp. 4,123 5,063 6,740 7,193 7,739 8,302 20.4% 7.4% 493 627 790 852 938 1,030 20.0% 9.9% O'Reilly Automotive Inc. 6,182 6,649 7,216 7,967 8,555 9,147 8.8% 7.2% 1,159 1,291 1,468 1,743 1,913 2,082 14.6% 9.3% U.S. Auto Parts Network, Inc. 304 255 284 291 303 NA (1.4%) NA 8 5 5 6 11 NA (8.5%) NA Uni-Select Inc. 1,798 1,788 1,784 1,355 1,139 1,182 (9.0%) (6.6%) 79 82 92 90 96 104 4.4% 7.5% Total $40,229 $43,474 $50,685 $52,010 $53,730 $55,825 6.6% 2.8% $5,540 $6,182 $7,091 $7,414 $8,025 $8,593 7.8% 7.8% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,475 $5,128 $5,639 $6,325 $6,841 $7,234 12.2% 6.9% $210 $259 $297 $332 $335 $339 16.5% 1.1% AutoNation, Inc. 15,020 16,674 18,180 19,847 22,565 23,316 9.7% 8.4% 737 826 911 998 1,064 1,120 10.6% 5.9% Boyd Group Income Fund 329 438 639 879 994 1,098 38.7% 11.8% 21 31 52 79 88 99 55.7% 12.1% CarMax Inc. 10,004 10,963 12,574 14,269 15,142 16,404 12.6% 7.2% 783 828 932 1,091 1,186 1,275 11.7% 8.1% Copart, Inc. 924 1,046 1,163 1,146 1,209 1,274 7.4% 5.4% 338 351 362 389 427 459 4.7% 8.6% Group 1 Automotive Inc. 7,216 8,607 9,571 10,224 11,327 11,691 12.3% 6.9% 271 322 390 416 407 447 15.4% 3.7% KAR Auction Services, Inc. 1,963 2,173 2,365 2,640 2,942 3,165 10.4% 9.5% 471 495 574 644 733 795 11.0% 11.1% Lithia Motors Inc. 3,204 3,867 5,200 7,581 8,580 8,973 33.3% 8.8% 166 210 266 383 394 427 32.2% 5.7% Monro Muffler Brake Inc. 687 732 831 894 952 1,050 9.2% 8.3% 115 101 127 147 163 190 8.4% 13.7% Penske Automotive Group, Inc. 12,584 14,112 16,796 18,807 20,431 21,274 14.3% 6.4% 417 489 571 645 673 705 15.6% 4.6% Sonic Automotive Inc. 8,115 8,571 8,897 9,298 9,936 10,232 4.6% 4.9% 288 300 304 309 301 321 2.3% 1.8% Total $64,522 $72,312 $81,857 $91,908 $100,918 $105,711 15.0% 7.7% $3,818 $4,212 $4,785 $5,433 $5,772 $6,178 16.8% 6.9%

PAGE | 9 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) 2012 2013 2014 2015E 2016P 2017P '12-15E '15E-17P 2012 2013 2014 2015E 2016P 2017P '12-15E '15E-17P Automotive Aftermarket Vehicle Manufacturers Bayerische Motoren Werke Aktiengesellschaft $57,296 $63,981 $62,738 $88,995 $102,394 $105,812 15.8% 9.0% $11,820 $11,724 $13,502 $14,407 $16,242 $16,982 6.8% 8.6% Daimler AG 105,477 112,497 115,527 127,163 164,718 171,318 6.4% 16.1% 12,119 12,120 20,220 25,430 21,728 22,613 28.0% (5.7%) Ford Motor Co. 128,168 126,567 139,369 135,782 138,865 145,090 1.9% 3.4% 11,464 19,724 8,132 16,017 12,266 12,175 11.8% (12.8%) General Motors Company 148,866 150,295 152,092 151,092 145,110 147,032 0.5% (1.4%) 10,914 10,741 9,084 13,690 16,104 15,963 7.8% 8.0% Harley-Davidson, Inc. 4,662 4,943 5,258 5,568 5,322 5,365 6.1% (1.8%) 1,198 1,321 1,460 1,362 1,351 1,423 4.4% 2.2% Navistar International Corporation 13,441 12,527 10,617 10,653 10,213 8,919 (7.5%) (8.5%) (468) (423) 152 425 605 695 NM 27.8% Oshkosh Corporation 7,539 8,141 7,665 6,808 6,076 5,822 (3.3%) (7.5%) 511 636 622 517 435 501 0.4% (1.6%) PACCAR Inc. 15,326 15,952 15,949 17,793 18,068 16,361 5.1% (4.1%) 1,927 2,047 2,446 2,768 2,149 2,216 12.8% (10.5%) Toyota Motor Corporation 156,712 153,998 183,917 213,803 237,858 250,313 10.9% 8.2% 12,518 22,125 31,157 38,069 33,463 33,777 44.9% (5.8%) Volkswagen AG 158,665 192,979 195,414 198,245 238,107 237,461 7.7% 9.4% 21,676 21,328 22,897 25,171 29,883 33,500 5.1% 15.4% Total $796,151 $841,879 $888,546 $955,902 $1,066,730 $1,093,493 4.4% 2.3% $83,677 $101,342 $109,672 $137,856 $134,228 $139,845 13.6% 2.6%

PAGE | 10 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2016

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 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.

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