Tra Nsportation & Logistics

TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016

www.harriswilliams.de

Harris Williams & Co. Ltd is a private limited company incorporated under English law having 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 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority. 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. TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016

WHAT WE’RE READING

CONTENTS ‘BREXIT’ CHALLENGES THE AUTOMOTIVE INDUSTRY TO DEFEND FREE TRADE . M &A TRANSACTIONS In an industry as capital-intensive as automotiv e, shifts in manufacturing respond to . PUBLIC M ARKETS OVERVIEW long-term interest s, not short-term instability. Non e of the automakers present in . STOCK PRICE PERFORM ANCE Britain has su ggested any near-term imperativ e to recalibrate its European . OUR GROUP manufacturing footprint. The U.K. and EU automotiv e industries are highly integrated su ch that industry support for accession of the U.K. into the European Free Trade Area (EFT A) or some other arrangement to maintain the status quo ante is likely to be strong. CONTACTS Aftermarket News UNITED STATES RACE ON SELF-DRIVING CAR INFRASTRUCTURE Frank Mountcastle Both Michigan and California are currently in a race to control the self-driv ing car M anaging Director infrastru cture as a part of the national scra mble to secure federal funds, [email protected] manufacturing jobs and inv estments. Michigan holds a stron g lead due to it s rich +1 (804) 915-0124 manufacturing base and its history as the birthplace of the automobile. Yet, the state is not currently an attractiv e place for research on autonomous cars. Jason Bass M anaging Director California, on the other hand, threatens Michigan because of its advanced jbass@harrisw illiams.com infrastructure and its connection with Silicon Valley. The other major players in +1 (804) 915-0132 connection with this race are Texas, Pittsburgh and Columbus. The Legal Examiner Joe Conner M anaging Director jconner@harrisw illiams.com AUTOMOTIVE AFTERMARKET PARTS ARE ONE OF THE U.S. TOP EXPORTS +1 (804) 915-0151 Jershon Jones Althou gh most countries that manufacture automobiles continue to make most of Director their own parts, foreign auto manufacturers do continue to rely on United States jjones@harrisw illiams.com manufacturers for sophisticated, expensiv e, and light-weight original equipment +1 (804) 932-1356 parts (e.g., computer modules and light-weight alloy wheels). In addition, the United States remains a large supplier of expensiv e afterma rket parts in countries Jeff Burkett that do not manufacture their own parts. These a ftermarket parts in clude Director [email protected] replacement parts, as well as luxury or specialty performance-enhancing parts. +1 (804) 932-1334 JDSUPRA Business Adv isor Jeff Kidd Vice President EXPEDITED SERVICE IS KEY TO MANUFACTURERS AFTERMARKET SUCCESS jkidd@harrisw illiams.com +1 (804) 915-0178 Aftermarket sales and serv ices hav e become strategically important businesses for a growing number of manufacturers. One analysis of “leading OEMs” found James O’Malley Vice President aftermarket activ ity can account for as mu ch as 40 to 60 percent of total rev enue, [email protected] and 50 to 90 percent of gross margin. Similar research by IDC Manufacturing +1 (804) 915-0165 Insights found 35 percent of manufacturers rely on a ftermarket sales for more than half of their rev enue. EUROPE Manufacturing Business Technology Jeffery Perkins NON-GENUINE CAR PARTS AREN’T NECESSARILY BAD M anaging Director jperkins@harrisw illiams.com According to M I W A, market research indicates that the quality of aftermarket +49 (0) 69 3650638 00 parts has increased ov er the past decade, raising confiden ce amon gst workshop owners, serv ice technicians and motorists alike. OEMs do not manufacture their own parts and up to 80% of the parts that are used in the manufacture of the motor v ehicle, are manufactured by outside suppliers who then supply the OEMs. These manufacturers supply those exact parts to the independent aftermarket yet the OEMs stigmatize these as non-genuine, inferior aftermarket parts. The reason aftermarket parts often out-perform OEM parts is that aftermarket companies analyze weaknesses in OEM parts and through a process of rev erse-engineering, they are able to eradicate weaknesses and flaws Biz Community

www.harriswilliams.de

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

M&A TRANSACTIONS

RECENT M&A TRANSACTIONS1,2

Date Target Business Description Acquirer

7/6/2016 Baja Designs, Inc. Develops and manufactures specialty aftermarket motorcycle and Bestop, Inc. automotive lighting systems.

7/1/2016 ABC Group, Inc. (Canada) Designs, develops, and produces plastic automotive systems. Cerberus Capital Management LP

7/1/2016 Jayco, Inc. Develops, markets, and manufactures recreational vehicles and Thor Industries, Inc. accessories.

6/28/2016 UQM Technologies Inc. Manufactures electrical motors, generators and hybrid systems for American Compass Inc. passenger and commercial vehicles.

6/21/2016* Auto-Camping Ltd. Distributes imported OEM automobile parts and fluids in Canada. Genuine Parts Co.

6/16/2016* Dejana Truck & Utility Equipment Offers a variety of truck equipment. Douglas Dynamics, Inc. Co., Inc.

6/9/2016 Rimstock Plc Designs, manufactures, and supplies alloy wheels. Rimstock Plc /Private Group/

6/2/2016* FTE Automotive GmbH Manufactures brake and clutch actuation systems. Valeo SA

6/2/2016* OEConnection LLC Provides original equipment replacement parts solutions. Providence Equity Partners, Inc.

5/23/2016* Bridgestone Firestone Offers tires and rubber products in Venezuela. Corimon CA Venezolana CA

5/17/2016 4Knines Manufactures and supplies dog seat covers for cars. Hall Capital Partners

5/16/2016 Rear View Safety, Inc. Provides back up camera systems and video-based road safety Safe Fleet Acquisition Corp. solutions for passenger vehicles.

5/11/2016 Grand Rapids Auto Auction, Inc. Provides dealer-to-dealer auto auction services within the used car XLerate Group / Huron remarketing industry. Capital Partners

5/9/2016 Johann Hay GmbH und Co. KG Manufactures and supplies machined and forged components for Musashi Seimitsu Industry Automobiltechnik automotive, commercial vehicles, and bearing industries in Germany Co., Ltd. and internationally. 4/19/2016 Laydon Composites Ltd. Designs and manufactures aerodynamic devices for heavy-duty trucks WABCO Holdings Inc. and trailers in North America and internationally.

4/18/2016 Sperry & Rice Manufacturing Manufactures and markets rubber and sponge extrusions for appliance, Salt Creek Capital II, LLC Company, LLC automotive, construction, and truck and bus industries.

4/15/2016 Zitco, Inc. Distributes automotive paints and coatings. Finishmaster Inc.

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

*Denot es pending t ransactions

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

PUBLIC MARKETS OVERVIEW

TEV / LTM EBITDA TEV / 2016P EBITDA

Distributors and Retailers 12.8x Distributors and Retailers 12.3x

Dealerships and Services Dealerships and Services 11.7x 11.7x Providers Providers

Vehicle Manufacturers 8.0x Vehicle Manufacturers 9.5x

Suppliers 7.1x Suppliers 6.1x

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

Dealerships and Services Dealerships and Services 13.9% 6.5% Providers Providers

Distributors and Retailers 6.6% Distributors and Retailers 5.3%

Vehicle Manufacturers (0.7%) Suppliers 4.3%

Suppliers (1.8%) Vehicle Manufacturers (0.7%)

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

Dealerships and Services 16.1% Distributors and Retailers 16.9% Providers

Distributors and Retailers 7.0% Suppliers 9.9%

Dealerships and Services 8.8% Suppliers 5.9% Providers

Vehicle Manufacturers 4.7% Vehicle Manufacturers(1.6%)

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

STOCK PRICE PERFORMANCE

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

Distributors and Distributors and 6.2% 16.2% Retailers Retailers

Dealerships and 4.5% Service Providers S&P 500 2.5%

S&P 500 2.7% Suppliers (7.9%)

Vehicle 0.3% Vehicle Manufacturers (18.5%) Manufacturers

Suppliers (1.1%) Dealerships and (21.7%) Service Providers

TRAILING TWELVE MONTHS

(Indexed t o July 12, 2015)

40%

30%

20%

10%

(10%)

(20%)

(30%)

(40%) Ju l-15 Oct-15 Jan-16 Apr-16 Ju l-16

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

PAGE | 4 TRANSPORTATION & LOGISTICS INDUSTRY UPDATE │ JULY 2016

OUR GROUP

Harris Williams & Co. is a leading adv isor to the t ransportation and logistics M&A market. Our Transportation & Logistics Group serv es companies in a broad range of attractiv e niches, including third-party logistics (3PL), tru ck, rail, marine and air transportation, transportation equipment, and the automotiv e and heav y duty v ehicle 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

an operating company of has been acquired by has acquired

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

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

DEEP EXPERIENCE ACROSS T&L SECTORS

T H IR D-PARTY LOGIST ICS

R AIL & R AIL SERVICES

MAR IN E TRANSPORTATION

TRANSPORTATION EQUIPMENT

N ICH E TRANSPORTATION

AUTOMOTIVE & HEAVY DUTY VEH ICLE

AIR TRANSPORTATION

PAGE | 5 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016

OUR FIRM

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

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

Healthcare Industrials Specialty Technology, TransportationTransportation & Life Sciences Distribution M edia & Telecom & Logistics

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

Boston Richmond (Headquarters) Frankfurt Tw o International Place 1001 Haxall Point Bockenheimer Landstrasse 33-35 24th Floor 9th Floor 60325 Frankfurt Boston, M assachusetts 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 M arket 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 M inneapolis, M innesota 55402 Phone: +1 (612) 359-2700 Beijing New Delhi Hong Kong Shanghai Mumbai

PAGE | 6 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016 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-15 Jan-16 Current 2016P 2017P Automotive Aftermarket

Suppliers BorgWarner Inc. $9,110 $31.34 (6.9%) (42.8%) $54.91 57.1% 9.9x 7.8x 6.7x 6.2x 5.9x Cooper Tire & Rubber Company 1,653 31.09 (0.3%) (6.5%) 43.40 71.6% 3.9x 3.4x 2.8x 3.3x 3.6x Dorman Products, Inc. 1,901 57.23 3.5% 17.8% 57.90 98.8% 10.9x 9.1x 11.3x 10.7x 9.9x Federal-Mogul Holdings Corp 4,562 9.25 14.6% (13.5%) 11.78 78.5% 9.0x 6.9x 7.4x 6.1x 5.7x Goodyear Tire & Rubber Company 12,571 27.11 (1.1%) (7.8%) 35.30 76.8% 5.7x 5.9x 6.0x 4.8x 4.8x Modine Manufacturing Company 551 9.61 (3.7%) (6.8%) 11.75 81.8% 5.8x 6.6x 2.5x 4.6x 4.1x Motorcar Parts of America, Inc. 562 27.59 (1.1%) (10.5%) 41.03 67.2% 15.0x 14.1x 11.4x 6.5x 5.8x Standard Motor Products, Inc. 982 41.20 7.1% 16.4% 45.72 90.1% 8.6x 9.3x 10.0x 8.8x 7.9x Tenneco Inc. 3,992 49.79 (8.4%) (8.0%) 57.73 86.2% 5.8x 4.5x 5.0x 4.8x 4.5x Visteon Corporation 2,302 67.06 (8.9%) (33.9%) 121.65 55.1% 4.0x 8.7x 13.5x 7.2x 6.4x Median (1.1%) (7.9%) 77.7% 7.2x 7.3x 7.1x 6.1x 5.7x Distributors and Retailers Advance Auto Parts, Inc. $13,204 $163.55 6.9% (3.4%) $201.24 81.3% 11.2x 10.5x 11.4x 10.7x 10.0x AutoZone, Inc. 29,091 801.08 6.2% 16.9% 819.54 97.7% 9.8x 11.9x 12.6x 12.3x 11.5x Genuine Parts Company 16,320 105.18 9.0% 16.2% 105.97 99.3% 11.4x 9.9x 13.0x 12.6x 11.5x LKQ Corporation 12,886 33.39 3.6% 8.6% 34.26 97.5% 13.2x 11.4x 14.9x 12.2x 10.6x O'Reilly Automotive, Inc. 28,379 276.13 5.8% 15.1% 281.65 98.0% 15.9x 14.6x 15.7x 14.7x 13.5x U.S. Auto Parts Network, Inc. 182 4.36 7.9% 92.1% 4.49 97.1% NA NA NM 14.6x 12.5x Uni-Select Inc. 1,236 26.60 1.7% 42.2% 27.08 98.2% 7.2x 10.7x 12.4x 11.7x 10.5x Median 6.2% 16.2% 97.7% 11.3x 11.1x 12.8x 12.3x 11.5x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,139 $56.69 4.2% (39.6%) $96.58 58.7% 12.4x 9.7x 9.7x 9.6x 9.2x AutoNation, Inc. 12,138 50.89 6.8% (21.7%) 66.63 76.4% 13.2x 11.6x 12.2x 11.9x 11.0x Boyd Group Income Fund 1,173 58.34 1.7% 33.5% 61.88 94.3% 10.9x 10.2x 15.6x 12.4x 10.8x CarMax, Inc. 21,124 54.78 11.2% (19.8%) 68.99 79.4% NM NM NM 17.3x 16.4x Copart, Inc. 6,384 50.01 2.0% 39.3% 50.69 98.7% 12.3x 11.5x 14.7x 14.1x 13.1x Group 1 Automotive, Inc. 4,038 54.48 (6.3%) (40.9%) 97.34 56.0% 11.8x 10.3x 9.8x 9.6x 10.2x KAR Auction Services, Inc. 7,656 42.71 4.5% 13.7% 42.99 99.3% 11.2x 10.4x 11.5x 10.2x 9.3x Lithia Motors, Inc. Class A 4,020 79.29 5.8% (31.1%) 126.56 62.7% 15.2x 11.2x 10.4x 9.9x 9.3x Monro Muffler Brake, Inc. 2,586 69.36 13.8% 9.7% 77.00 90.1% 15.4x 15.3x 16.1x 14.9x 13.3x Penske Automotive Group, Inc. 7,765 33.23 (8.3%) (35.5%) 54.39 61.1% 14.4x 12.2x 11.9x 11.7x 11.1x Sonic Automotive, Inc. Class A 3,141 18.67 10.9% (23.5%) 25.77 72.4% 11.7x 10.5x 10.4x 10.4x 9.8x Median 4.5% (21.7%) 76.4% 12.4x 10.9x 11.7x 11.7x 10.8x

PAGE | 7 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016 PUBLIC COMPARABLES

Vehicle Manufacturers Bayerische Motoren Werke AG $148,226 $81.15 1.6% (22.4%) $113.02 71.8% 8.0x 7.8x 7.6x 9.1x 8.8x Daimler AG 164,296 63.82 (1.8%) (30.6%) 94.91 67.2% 6.6x 6.7x 7.1x 8.2x 7.4x Ford Motor Company 155,379 13.45 2.7% (8.1%) 15.84 84.9% 13.0x 9.6x 8.7x 11.7x 11.6x General Motors Company 96,743 30.60 5.3% (3.4%) 36.88 83.0% 6.1x 5.7x 5.8x 5.9x 5.8x Harley-Davidson, Inc. 15,421 49.62 11.6% (12.2%) 60.67 81.8% 12.4x 11.1x 11.6x 11.6x 11.1x Navistar International Corporation 5,485 13.02 (1.6%) (34.8%) 20.31 64.1% 11.7x 8.6x 9.6x 9.8x 9.0x Oshkosh Corp 4,599 49.24 8.1% 18.1% 49.71 99.1% 7.7x 7.2x 9.8x 10.2x 8.4x PACCAR Inc 24,283 54.14 (1.4%) (16.2%) 66.43 81.5% 8.9x 6.6x 7.4x 9.3x 9.6x Toyota Motor Corp. 289,655 52.07 (1.1%) (20.8%) 68.07 76.5% 8.8x 8.4x 7.9x 9.8x 9.5x Volkswagen AG Pref 200,068 129.29 (8.8%) (42.9%) 232.21 55.7% 7.0x 7.9x 8.0x 6.7x 6.1x Median 0.3% (18.5%) 79.0% 8.4x 7.8x 8.0x 9.5x 8.9x

PAGE | 8 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016 PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Grow th ($ in millions) 2012 2013 2014 2015 2016P 2017P '12-15 '15-17P 2012 2013 2014 2015 2016P 2017P '12-15 '15-17P Automotive Aftermarket

Suppliers BorgWarner Inc. $7,178 $7,435 $8,304 $8,025 $9,101 $9,579 3.8% 9.3% $1,106 $1,224 $1,385 $1,330 $1,468 $1,551 6.4% 8.0% Cooper Tire & Rubber Company 4,201 3,439 3,421 2,959 2,977 3,032 (11.0%) 1.2% 526 394 436 541 502 470 1.0% (6.8%) Dorman Products, Inc. 570 664 751 803 861 945 12.1% 8.5% 112 138 153 162 180 192 13.0% 8.8% Federal-Mogul Holdings Corp 6,664 6,786 7,317 7,419 7,560 7,820 3.6% 2.7% 448 569 573 570 745 795 8.4% 18.1% Goodyear Tire & Rubber Company 20,992 19,540 18,138 16,443 15,746 15,948 (7.8%) (1.5%) 1,824 2,107 2,251 2,085 2,635 2,662 4.6% 13.0% Modine Manufacturing Company 1,376 1,478 1,496 1,463 1,351 1,386 2.1% (2.6%) 101 121 110 224 119 135 30.3% (22.2%) Motorcar Parts of America, Inc. 406 259 302 369 430 476 (3.2%) 13.6% 0 46 38 49 86 98 NM 41.1% Standard Motor Products, Inc. 949 984 980 972 1,010 1,052 0.8% 4.1% 89 107 113 92 111 124 1.4% 15.7% Tenneco Inc. 7,363 7,964 8,420 8,209 8,586 9,097 3.7% 5.3% 649 707 752 785 842 896 6.5% 6.9% Visteon Corporation 6,857 7,439 7,509 3,245 3,222 3,389 (22.1%) 2.2% 493 590 663 265 324 359 (18.7%) 16.3% Total $56,556 $55,988 $56,639 $49,906 $50,844 $52,725 (1.8%) 4.3% $5,348 $6,002 $6,475 $6,104 $7,013 $7,283 5.9% 9.9% Distributors and Retailers Advance Auto Parts, Inc. $6,205 $6,494 $9,844 $9,737 $9,358 $9,564 16.2% (0.9%) $847 $901 $1,244 $1,147 $1,245 $1,329 10.6% 7.7% AutoZone, Inc. 8,604 9,148 9,475 10,187 10,662 11,191 5.8% 4.8% 1,841 2,002 2,081 2,223 2,365 2,528 6.5% 6.6% Genuine Parts Company 13,014 14,078 15,342 15,280 15,537 16,022 5.5% 2.4% 1,122 1,117 1,273 1,266 1,302 1,395 4.1% 5.0% LKQ Corporation 4,123 5,063 6,740 7,193 9,140 10,287 20.4% 19.6% 493 627 790 852 1,073 1,227 20.0% 20.0% O'Reilly Automotive, Inc. 6,182 6,649 7,216 7,967 8,606 9,203 8.8% 7.5% 1,154 1,287 1,465 1,743 1,919 2,104 14.7% 9.9% U.S. Auto Parts Network, Inc. 304 255 284 291 306 320 (1.4%) 4.8% 8 5 5 6 12 15 (8.5%) 57.2% Uni-Select Inc. 1,821 1,788 1,784 1,355 1,233 1,330 (9.4%) (0.9%) 90 92 104 94 106 118 1.5% 11.9% Total $40,253 $43,474 $50,685 $52,010 $54,841 $57,917 6.6% 5.3% $5,554 $6,031 $6,961 $7,331 $8,023 $8,716 7.0% 16.9% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,640 $5,335 $5,868 $6,588 $6,667 $6,867 12.4% 2.1% $209 $270 $313 $331 $331 $342 16.6% 1.7% AutoNation, Inc. 15,669 17,518 19,109 20,862 21,964 22,835 10.0% 4.6% 737 843 909 998 1,041 1,105 10.6% 5.2% Boyd Group Income Fund 435 561 764 918 1,059 1,175 28.3% 13.2% 30 40 77 79 94 109 38.5% 17.1% CarMax, Inc. 10,963 12,574 14,269 15,150 15,930 17,249 11.4% 6.7% 529 595 724 804 1,227 1,305 15.0% 27.4% Copart, Inc. 924 1,046 1,163 1,146 1,256 1,337 7.4% 8.0% 346 342 363 394 453 491 4.4% 11.6% Group 1 Automotive, Inc. 7,476 8,919 9,938 10,633 11,298 11,639 12.5% 4.6% 269 346 375 407 411 402 14.8% (0.6%) KAR Auction Services, Inc. 1,963 2,173 2,365 2,640 3,009 3,244 10.4% 10.9% 457 451 574 640 749 820 11.9% 13.2% Lithia Motors, Inc. Class A 3,316 4,006 5,390 7,864 8,530 8,944 33.4% 6.6% 166 207 266 377 403 432 31.5% 7.0% Monro Muffler Brake, Inc. 732 831 894 944 1,001 1,090 8.8% 7.5% 103 127 147 161 173 192 16.0% 9.1% Penske Automotive Group, Inc. 13,164 14,705 17,177 19,285 20,243 20,915 13.6% 4.1% 419 498 574 645 659 685 15.4% 3.1% Sonic Automotive, Inc. Class A 8,365 8,843 9,197 9,624 9,812 10,170 4.8% 2.8% 289 300 294 307 302 315 2.0% 1.4% Total $67,648 $76,512 $86,134 $95,653 $100,768 $105,464 13.9% 6.5% $3,553 $4,019 $4,617 $5,142 $5,843 $6,198 16.1% 8.8%

PAGE | 9 TRANSPORTATION & LOGISTICS AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ JULY 2016 PUBLIC COMPARABLES

Revenue Revenue Growth EBITDA EBITDA Grow th ($ in millions) 2012 2013 2014 2015 2016P 2017P '12-15 '15-17P 2012 2013 2014 2015 2016P 2017P '12-15 '15-17P Automotive Aftermarket

Vehicle Manufacturers Bayerische Motoren Werke AG $98,709 $100,976 $106,648 $102,215 $103,651 $106,760 1.2% 2.2% $20,286 $19,443 $21,734 $19,303 $16,043 $16,624 (1.6%) (7.2%) Daimler AG 146,811 156,635 172,268 165,747 170,106 174,547 4.1% 2.6% 19,691 21,079 24,558 25,604 20,430 22,329 9.1% (6.6%) Ford Motor Company 134,266 146,917 144,077 149,558 144,278 146,464 3.7% (1.0%) 12,958 13,183 11,324 15,557 13,404 12,653 6.3% (9.8%) General Motors Company 152,256 155,427 155,929 152,356 146,370 147,765 0.0% (1.5%) 10,670 12,708 8,853 15,518 16,589 16,515 13.3% 3.2% Harley-Davidson, Inc. 5,581 5,900 6,229 5,995 5,392 5,494 2.4% (4.3%) 1,183 1,324 1,452 1,330 1,328 1,385 4.0% 2.1% Navistar International Corporation 12,948 10,775 10,806 10,140 8,423 8,352 (7.8%) (9.2%) (374) (192) 295 567 568 606 NM 3.3% Oshkosh Corp 8,181 7,665 6,808 6,098 5,931 6,429 (9.3%) 2.7% 500 644 622 523 455 544 1.5% 1.9% PACCAR Inc 17,051 17,124 18,997 19,115 17,242 16,870 3.9% (6.1%) 2,458 2,648 2,899 3,198 2,816 2,689 9.2% (8.3%) Toyota Motor Corp. 266,131 256,480 247,980 236,533 259,940 270,011 (3.9%) 6.8% 30,332 35,160 38,164 36,457 28,104 29,265 6.3% (10.4%) Volkswagen AG Pref 247,486 261,550 268,549 236,524 232,558 239,835 (1.5%) 0.7% 29,739 30,822 33,686 24,722 29,505 33,172 (6.0%) 15.8% Total $1,089,420 $1,119,448 $1,138,291 $1,084,281 $1,093,891 $1,122,526 (0.7%) (0.7%) $127,443 $136,819 $143,587 $142,779 $129,241 $135,781 4.7% (1.6%)

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

TRANSPORTATION & LOGISTICS

SOURCES

1. Fact Set .

2. MergerMarket.

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.com and w ww.harriswilliams.de) is a preeminent middle market inv estment bank focused on t he advisory needs of client s w orldwide. The firm has deep indust ry know ledge, global transaction expertise, and an unw avering commit ment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory serv ices.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amt s gericht) of Frankfurt am M ain, Germany , under registration number HRB 96687, hav ing it s business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of t he Branch Niederlassung: Mr. Jeffery H. Perkins.

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 informat ion cont ained 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 ment ioned herein and also may provide, may hav e provided, or may seek t o provide investment banking services for thos e companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in t he securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in t his report const it ute Harris Williams’ judgment and are subject t o change w ithout notice. The financial instrument s discussed in t his report may not be suitable for all inv est ors, and inv estors must make t heir ow n investment decisions using their own independent adv isors 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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