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TRANSPORTATION & LOGISTICS

AUTOMOTIVE AFTERMARKET SECTOR UPDATE │ APRIL 2017

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 a private limited company 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 (registration number 7078852). Harris Williams & Co. Ltd is authorized 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.

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MILLENNIALS PRESENT TECH, SOCIAL MEDIA CHALLENGES FOR BUSINESSES

Tire dealerships and auto repair shops that are reluctant to adopt the latesttechnology and social media soon will be forced into it by their growingpopulation of Millennial customers and employees. The Millennial generation,considered to be those ages 19-35, now outnumber Baby Boomers (ages 52-70)and Generation X ( ages 36-51) in the workplace. They also are a growing force inthe consumer population, according to Ryan Jenkins, a researcher, columnist andblogger who specializes in helping businesses hire and market to Millennials. Hesaid there are three keys to marketing to the younger generation: Know andunderstand the needs and demands of the Millennial generation; provide proof ofthe quality of the product or service; and engage in swift communication acrossdigital platforms.

Tire Business

UNEXPECTED CAR REPAIR COSTS CAN ADD TO OWNERS' DEBT

Cars are not only expensive to purchase, they're expensive to own. AAA estimatesthat the total annual cost of owning and operating a car is more than $8,500.While most owners have a monthly budget for car payments, insurance premiums,and fuel, many drivers may underestimate the importance of putting aside fundsfor the inevitable vehicle repair—unless they don’t have the financial means to doso. According to a new AAA survey, 64 million American car owners would haveto borrow money to pay for a repair, the cost of which averages between $500and $600. And that amount can soar if regular maintenance and services are notheeded.

Consumer Reports

1

CONTENTS

M&A TRANSACTIONS

PUBLIC MARKETS OVERVIEW

STOCK PRICE PERFORMANCE

OUR GROUP

CONTACTS

UNITED STATES

Frank MountcastleManaging [email protected]+1 (804) 915-0124

Jason BassManaging [email protected]+1 (804) 915-0132

Joe ConnerManaging Director [email protected]+1 (804) 915-0151

Jershon JonesDirector [email protected]+1 (804) 932-1356

Jeff BurkettDirector [email protected] +1 (804) 932-1334

Jeff KiddVice President [email protected] +1 (804) 915-0178

James O’MalleyVice President [email protected]+1 (804) 915-0165

EUROPE

Jeffery PerkinsManaging Director [email protected]+49 (0) 69 3650638 00

While the auto market has hit a healthy high-level plateau, a report by Delaware-based Global Market Insights Inc. says automotive aftermarket business isprojected to hit $680 billion annually worldwide by 2024. In addition to a growingdemand for parts reflecting the surge in car ownership in the emerging markets,the report says the dramatic doubling of current volume also reflects “a shiftingconsumer preference towards vehicle comfort, enhancing efficiency andcustomization for aesthetically pleasant vehicles.”

CBS Philly

WHILE NEW CAR MARKET PLATEAUS, PARTS AND UPGRADES ARE HOT

FEAR OF AMAZON'S AUTO-PARTS EFFORTS OVERBLOWN

While Amazon has been a category-changing competitor in many segments,customer demand for near-instantaneous availability and a high level of service isdifficult for digital participants to meet, and we have long held that auto parts aremore insulated from digital disruption than most of retail. Though do-it-yourselfcustomers might be more easily enticed by Amazon’s price-based appeal, webelieve DIY and professional clients require speed and services from their retailers,making an industrywide repricing based on digital-only sellers’ activities unlikely.

Morningstar

It may not be much longer until 3D-printed car parts are on the streets. Ford istesting 3D printing large-scale single-piece auto parts, such as spoilers. Thecompany announced they are making the move “for prototyping and futureproduction vehicles.” Ford is using a printer from Stratysys, a 3D printermanufacturer, capable of printing just about any shape and size. If successful, abreakthrough could be in the works. 3D printed parts would provide “a moreefficient, affordable way to create tooling, prototype parts and components forlow-volume vehicles such as Ford Performance products, as well as personalizedcar parts,” Ford said in a press release.

AutoServiceWorld

FORD PUTTING 3D PRINTING TO THE TEST

WHAT WE’RE READING

http://www.harriswilliams.com/

http://www.tirebusiness.com/article/20170330/NEWS/170339998/-millennials-present-tech-social-media-challenges-for-businesses

http://www.consumerreports.org/car-repair/unexpected-car-repair-costs-can-add-to-owners-debt/

mailto:[email protected]








http://philadelphia.cbslocal.com/2017/03/17/while-new-car-market-plateaus-parts-and-upgrades-are-hot/

http://news.morningstar.com/articlenet/article.aspx?id=802794

http://www.autoserviceworld.com/ford-tests-3d-printing/

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Date Target Business Description Acquirer

4/6/2017* Rosen Electronics LP Manufacturer of automotive audio equipment VOXX International Corp.

4/4/2017* Truck Hero, Inc. Designs, manufactures, and markets consumer accessories for pickup

trucks

CCMP Capital LLC

4/3/2017 Towmaster, Inc. Manufacturer, distributor, and installer of snow and ice-related

equipment

Monroe Truck Equipment,

Inc.

4/1/2017 Empire Wire & Supply LLC Provider of custom cable assemblies and a distributor of network,

electrical, automation, and safety products

Genuine Parts Co.

3/30/2017 AP Exhaust Technologies, Inc. Manufacturer of high-precision injection molded plastic components Harvest Partners, LLC

3/20/2017 Medallion Plastics, Inc Engineer and manufacturer of custom thermoformed products and

components

Patrick Industries, Inc.

3/7/2017 Zahnradwerk Pritzwalk GmbH Manufacturer of cylindrical spur gears, shafts, and couplings Andreas & Peiffer Gruppe

3/1/2017 RoadWorks Manufacturing Manufacturer and distributor of aftermarket accessories to the heavy

truck market

Lund International

2/28/2017 Hi-Tech Industries, Inc. Manufactures and distributes car care products accessories and

aerosols

Highlander Partners LP

2/21/2017* AGM Automotive LLC Supplier of automotive interior trim, lighting, and electrical components Flex Ltd.

2/14/2017 Performance Motorsports, Inc. Manufacturer of pistons and other engine related components Kinderhook Industries LLC

2/7/2017 GenTek, Inc. Designs and develops performance critical valve train components for

gas and diesel engines

Gentek, Inc. /Private

Group/

1/16/2017 APP-Tech SRL Produces forged monoblock and modular wheels Von Graffenried Holding AG

1/9/2017 J&N Auto Electric, Inc. Distributes aftermarket replacement rotating electrical parts and

accessories

Arrowhead Engineered

Products, Inc.

1/6/2017 Aichi Tire Industry Co. Ltd. Manufactures and sells tires and other industrial rubber products The Yokohama Rubber Co.

Ltd.

1/2/2017 Grupo Estampaciones Sabadell

SL

Manufactures metal components for the automotive industry Acek Desarrollo y Gestión

Industrial SL

12/29/2016 American Driveline Systems, Inc. Offers automotive aftermarket franchising serv ices through its

subsidiaries

Transom Capital Group LLC

12/27/2016 Adco Products, Inc. (California) Produces custom automotive accessory serv ices Covercraft Industries, Inc.

M&A TRANSACTIONS1,2,3

2

RECENT M&A TRANSACTIONS



*Denotes pending transactions

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(0.4%)

9.6%

10.1%

13.2%

Vehicle Manufacturers

Suppliers

Dealerships and Services

Providers

Distributors and Retailers

1.7%

3.1%

11.1%

11.8%


Suppliers



Providers

0.6%

5.1%

6.0%

6.7%




Providers

Suppliers

(1.3%)

0.1%

6.2%

11.2%


Suppliers



Providers

6.4x

9.3x

10.5x

11.1x

Suppliers



Providers


6.5x

7.9x

11.1x

12.3x

Suppliers



Providers


PUBLIC MARKETS OVERVIEW1

3


TEV / LTM EBITDA TEV / 2017P EBITDA

AVERAGE REVENUE GROWTH (2013 – 2016) AVERAGE REVENUE GROWTH (2016 – 2018P)

AVERAGE EBITDA GROWTH (2013 – 2016) AVERAGE EBITDA GROWTH (2016 – 2018P)


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(31.2%)

(27.3%)

(19.7%)

(2.1%)

21.3%

Dealerships and

Service Providers

Vehicle

Manufacturers

Suppliers

S&P 500

Distributors and

Retailers

(6.5%)

(4.4%)

(1.3%)

3.5%

3.5%

Dealerships and

Service Providers

Vehicle

Manufacturers

Suppliers

S&P 500

Distributors and

Retailers

(20%)

(10%)

0%

10%

20%

30%

Apr-16 Jul-16 Oct-16 Jan-17 Apr-17

Suppliers Distributors and Retailers

Dealerships and Service Providers Vehicle Manufacturers

S&P 500 Index

STOCK PRICE PERFORMANCE1

4


(Indexed to April 8th, 2016)

TRAILING TWELVE MONTHS

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


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OUR GROUP

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


RECENTLY CLOSED T&L TRANSACTIONS

DEEP EXPERIENCE ACROSS T&L SECTORS

MARINE TRANSPORTATION

NICHE TRANSPORTATION

TRANSPORTATION EQUIPMENT

RAIL & RAIL SERVICES

AUTOMOTIVE & HEAVY DUTY

VEHICLE

THIRD-PARTY LOGISTICS

AIR TRANSPORTATION

5


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http://www.portlogisticsgroup.com/

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Energy, Power& Infrastructure

IndustrialsHealthcare & Life Sciences

Transportation & Logistics

Aerospace, Defense & Government

Services

Business Services

Building Products & Materials

Technology, Media & Telecom

Specialty Distribution

Consumer

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

NETWORK OFFICES

Beijing

Hong Kong

Mumbai

New Delhi

Shanghai

BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

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Transportation & Logistics

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 andcollaboration across the firm, and our commitment to learning what makes them unique. For moreinformation, visit our website at www.harriswilliams.com/industries.

6

OUR FIRM



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Suppliers

BorgWarner Inc. $9,730 $34.18 (0.7%) (44.6%) $62.32 54.8% 10.9x 8.3x 6.5x 6.4x 6.1x

Cooper Tire & Rubber Company 1,934 36.10 (6.1%) (14.4%) 43.57 82.9% 5.7x 5.5x 3.3x 4.2x 3.8x

Dorman Products, Inc. 1,714 51.85 (1.3%) 4.5% 55.00 94.3% 11.3x 11.1x 9.1x 8.6x 7.9x

Goodyear Tire & Rubber Company 13,614 30.96 (3.9%) 12.1% 35.30 87.7% 5.6x 5.8x 5.4x 5.3x 4.8x

Modine Manufacturing Company 583 10.27 7.4% (22.7%) 13.54 75.8% 6.2x 7.8x 4.1x 3.4x 2.9x

Motorcar Parts of America, Inc. 717 35.72 (1.6%) 31.0% 41.03 87.1% 14.8x 17.8x 11.6x 7.1x 6.2x

Standard Motor Products, Inc. 807 33.60 5.3% (20.7%) 45.72 73.5% 9.7x 8.2x 6.7x 6.5x 5.9x

Tenneco Inc. 3,770 45.92 (1.7%) (19.7%) 61.73 74.4% 6.1x 5.6x 4.9x 4.2x 4.0x

Visteon Corporation 2,667 76.54 8.1% (25.0%) 121.65 62.9% 8.3x 5.6x 8.3x 7.4x 6.8x

Median (1.3%) (19.7%) 75.8% 8.3x 7.8x 6.5x 6.4x 5.9x


Advance Auto Parts, Inc. $12,652 $156.11 4.3% 5.4% $201.24 77.6% 10.0x 11.9x 11.9x 10.6x 9.6x

AutoZone, Inc. 28,763 783.93 2.5% 12.7% 810.00 96.8% 12.6x 12.7x 12.0x 11.6x 11.0x

Genuine Parts Company 15,119 97.19 3.5% 4.6% 99.79 97.4% 11.8x 10.4x 12.4x 11.2x 10.6x

LKQ Corporation 12,346 31.64 4.0% 22.5% 32.55 97.2% 11.7x 12.3x 12.3x 11.1x 10.1x

O'Reilly Automotive, Inc. 27,757 269.82 1.9% 23.5% 277.96 97.1% 15.3x 15.9x 14.5x 13.1x 12.1x

U.S. Auto Parts Network, Inc. 121 2.80 (3.4%) 28.4% 3.28 85.4% NA NA 12.7x 7.4x 6.7x

Uni-Select Inc. 1,025 21.74 4.5% 21.3% 25.90 83.9% 10.5x 9.9x 9.6x 8.3x 7.8x

Median 3.5% 21.3% 96.8% 11.8x 12.1x 12.3x 11.1x 10.1x

Dealerships and Service Providers

Asbury Automotive Group, Inc. $3,071 $53.93 (7.4%) (36.5%) $96.58 55.8% 11.7x 11.0x 9.2x 9.3x 9.1x

AutoNation, Inc. 11,468 44.65 (9.8%) (31.2%) 67.50 66.1% 11.0x 9.9x 11.8x 11.7x 11.2x

Boyd Group Income Fund 1,141 56.60 16.1% 34.1% 60.51 93.5% 8.9x 10.6x 12.2x 10.5x 9.2x

CarMax, Inc. 20,755 50.98 0.6% (31.2%) 74.55 68.4% NM NM NM 16.2x 15.3x

Copart, Inc. 5,499 20.27 2.1% 7.1% 20.90 97.0% 13.3x 12.1x 11.1x 10.4x 9.4x

Group 1 Automotive, Inc. 4,008 53.13 (6.5%) (38.0%) 97.34 54.6% 11.5x 11.2x 9.6x 10.5x 10.1x

KAR Auction Services, Inc. 8,282 38.56 7.1% 1.6% 39.87 96.7% 13.2x 12.9x 11.2x 9.9x 9.2x

Lithia Motors, Inc. Class A 4,030 79.68 (14.8%) (20.7%) 126.56 63.0% 15.3x 13.1x 10.0x 9.3x 8.6x

Monro Muffler Brake, Inc. 2,548 68.22 0.8% 4.2% 77.00 88.6% 16.5x 16.7x 15.2x 13.4x 11.9x

Penske Automotive Group, Inc. 7,830 33.97 (11.8%) (35.7%) 54.39 62.5% 15.1x 14.2x 11.8x 10.8x 11.0x

Sonic Automotive, Inc. Class A 3,034 16.38 (16.0%) (34.1%) 25.77 63.6% 11.1x 10.6x 9.5x 9.9x 9.8x

Median (6.5%) (31.2%) 66.1% 12.4x 11.7x 11.1x 10.5x 9.8x

Stock Performance

Stock Price Change from 52-Week TEV / EBITDA EBITDA

($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Apr-15 Oct-15 Current 2017P 2018P

Automotive Aftermarket

TEV / LTM EBITDA as of

PUBLIC COMPARABLES1

7



PAGE |


Bayerische Motoren Werke AG $150,595 $84.76 (4.2%) (31.7%) $125.46 67.6% 7.9x 7.4x 7.8x 9.7x 9.4x

Daimler AG 168,785 68.01 (5.4%) (27.0%) 101.80 66.8% 6.7x 5.6x 6.4x 8.0x 7.9x

Ford Motor Company 151,783 12.55 (5.1%) (21.3%) 16.10 78.0% 18.4x 14.5x 12.3x 12.2x 11.5x

General Motors Company 94,800 29.37 (4.3%) (19.1%) 37.45 78.4% 7.1x 5.9x 4.6x 5.5x 5.6x

Harley-Davidson, Inc. 14,500 44.62 (4.8%) (28.7%) 62.96 70.9% 12.4x 12.6x 11.7x 11.5x 10.8x

Navistar International Corporation 5,327 11.63 12.4% (58.9%) 30.49 38.1% 13.5x 11.6x 11.5x 10.2x 7.8x

Oshkosh Corp 3,858 39.21 6.3% (19.4%) 55.69 70.4% 8.1x 8.0x 7.3x 7.0x 6.4x

PACCAR Inc 23,760 52.65 0.6% (16.7%) 68.44 76.9% 9.2x 7.7x 8.1x 11.5x 9.8x

Toyota Motor Corp. 284,498 50.43 (5.3%) (27.5%) 71.83 70.2% 9.0x 8.6x 8.3x 8.9x 8.3x

Volkswagen AG Pref 198,222 118.58 (4.5%) (55.5%) 273.73 43.3% 6.7x 5.5x 5.2x 5.9x 5.6x

Median (4.4%) (27.3%) 70.3% 8.5x 7.8x 7.9x 9.3x 8.1x

PUBLIC COMPARABLES1

8



Stock Performance

Stock Price Change from 52-Week TEV / EBITDA EBITDA

($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Apr-15 Oct-15 Current 2017P 2018P


TEV / LTM EBITDA as of

PAGE |

Suppliers

BorgWarner Inc. $7,435 $8,304 $8,025 $9,071 $9,071 $9,473 6.9% 2.2% $1,224 $1,385 $1,330 $1,507 $1,507 $1,606 7.2% 3.2%

Cooper Tire & Rubber Company 3,439 3,421 2,959 2,925 2,925 3,317 (5.3%) 6.5% 394 436 541 592 592 502 14.6% (7.9%)

Dorman Products, Inc. 664 751 803 860 860 983 9.0% 6.9% 138 153 162 188 188 225 10.7% 9.6%

Goodyear Tire & Rubber Company 19,540 18,138 16,443 15,158 15,158 17,063 (8.1%) 6.1% 2,107 2,251 2,349 2,520 2,520 2,854 6.1% 6.4%

Modine Manufacturing Company 1,478 1,496 1,353 1,480 1,864 1,941 0.1% 14.5% 121 110 114 110 171 201 (3.1%) 35.0%

Motorcar Parts of America, Inc. 259 302 369 431 479 543 18.6% 12.2% 46 38 49 92 102 116 NM 12.3%

Standard Motor Products, Inc. 984 980 972 1,058 1,058 1,166 2.5% 5.0% 107 113 92 121 121 136 4.3% 6.0%

Tenneco Inc. 7,964 8,420 8,209 8,599 8,599 9,311 2.6% 4.1% 707 752 781 776 776 959 3.2% 11.2%

Visteon Corporation 7,439 7,509 3,245 3,161 3,161 3,312 (24.8%) 2.4% 590 663 265 323 323 392 (18.2%) 10.2%

Total $49,202 $49,322 $42,377 $42,743 $43,175 $47,111 0.1% 6.7% $5,433 $5,902 $5,684 $6,229 $6,300 $6,992 3.1% 9.6%


Advance Auto Parts, Inc. $6,494 $9,844 $9,737 $9,568 $9,568 $10,003 13.8% 2.2% $901 $1,244 $1,147 $1,068 $1,068 $1,329 5.8% 11.6%

AutoZone, Inc. 9,148 9,475 10,187 10,636 10,636 11,532 5.2% 4.1% 2,002 2,081 2,223 2,358 2,358 2,610 5.6% 5.2%

Genuine Parts Company 14,078 15,342 15,280 15,340 15,340 16,366 2.9% 3.3% 1,138 1,273 1,266 1,217 1,217 1,443 2.3% 8.9%

LKQ Corporation 5,063 6,740 7,193 8,584 8,584 9,971 19.2% 7.8% 627 790 852 1,007 1,007 1,221 17.1% 10.1%

O'Reilly Automotive, Inc. 6,649 7,216 7,967 8,593 8,593 9,812 8.9% 6.9% 1,287 1,465 1,743 1,917 1,917 2,278 14.2% 9.0%

U.S. Auto Parts Network, Inc. 255 284 291 304 304 331 6.0% 4.4% 5 5 6 10 10 18 27.5% 37.4%

Uni-Select Inc. 1,788 1,784 1,355 1,197 1,197 1,367 (12.5%) 6.9% 92 104 94 107 107 130 5.0% 10.1%

Total $43,474 $50,685 $52,010 $54,221 $54,221 $59,381 6.2% 5.1% $6,052 $6,961 $7,331 $7,684 $7,684 $9,028 11.1% 13.2%

Dealerships and Service Providers

Asbury Automotive Group, Inc. $5,335 $5,868 $6,588 $6,528 $6,528 $6,703 7.0% 1.3% $270 $313 $331 $334 $334 $338 7.4% 0.5%

AutoNation, Inc. 17,518 19,109 20,862 21,609 21,609 23,042 7.2% 3.3% 843 909 998 971 971 1,029 4.8% 2.9%

Boyd Group Income Fund 561 764 918 1,047 1,047 1,337 23.1% 13.0% 40 77 79 93 93 125 33.1% 15.9%

CarMax, Inc. 12,574 14,269 15,150 15,875 15,875 17,955 8.1% 6.3% 595 724 804 642 642 1,391 2.5% 47.2%

Copart, Inc. 1,046 1,163 1,146 1,268 1,268 1,553 6.6% 10.6% 342 363 394 455 455 580 10.0% 12.9%

Group 1 Automotive, Inc. 8,919 9,938 10,633 10,888 10,888 11,135 6.9% 1.1% 346 375 408 419 419 399 6.6% (2.5%)

KAR Auction Services, Inc. 2,173 2,365 2,640 3,150 3,150 3,614 13.2% 7.1% 451 574 640 740 740 894 17.9% 9.9%

Lithia Motors, Inc. Class A 4,006 5,390 7,864 8,678 8,678 10,016 29.4% 7.4% 207 266 377 405 405 461 25.0% 6.7%

Monro Muffler Brake, Inc. 831 894 944 1,036 1,158 1,261 7.6% 10.3% 127 147 161 168 193 218 9.8% 14.0%

Penske Automotive Group, Inc. 14,705 17,177 19,285 20,119 20,119 21,422 11.0% 3.2% 498 574 645 665 665 730 10.1% 4.8%

Sonic Automotive, Inc. Class A 8,843 9,197 9,624 9,732 9,732 10,209 3.2% 2.4% 300 294 307 319 319 308 2.1% (1.9%)

Total $76,512 $86,134 $95,653 $99,929 $100,051 $108,247 11.2% 6.0% $4,019 $4,617 $5,143 $5,211 $5,236 $6,473 11.8% 10.1%

Revenue Revenue Growth EBITDA EBITDA Growth

($ in millions) 2013 2014 2015 2016 2017P 2018P '13-16 '16-18P 2013 2014 2015 2016 2017P 2018P '13-16 '16-18P


PUBLIC COMPARABLES1

9



PAGE |


Bayerische Motoren Werke AG $100,976 $106,648 $102,215 $104,163 $104,163 $106,614 1.0% 1.2% $19,443 $21,734 $19,303 $19,370 $19,370 $16,018 (0.1%) (9.1%)

Daimler AG 156,635 172,268 165,747 169,537 169,537 171,766 2.7% 0.7% 21,575 25,517 25,668 26,177 26,177 21,174 6.7% (10.1%)

Ford Motor Company 146,917 144,077 149,558 151,800 151,800 142,549 1.1% (3.1%) 13,183 11,324 15,079 12,296 12,296 12,466 (2.3%) 0.7%

General Motors Company 155,427 155,929 152,356 166,380 166,380 165,136 2.3% (0.4%) 13,284 10,160 15,518 20,671 20,671 16,397 15.9% (10.9%)

Harley-Davidson, Inc. 5,900 6,229 5,995 5,996 5,996 5,504 0.5% (4.2%) 1,324 1,452 1,330 1,240 1,240 1,327 (2.2%) 3.4%

Navistar International Corporation 10,775 10,806 10,140 8,111 8,111 8,803 (9.0%) 4.2% (192) 295 567 474 474 682 NM 20.0%

Oshkosh Corp 7,665 6,808 6,098 6,279 6,279 6,845 (6.4%) 4.4% 644 622 523 518 518 594 (7.0%) 7.1%

PACCAR Inc 17,124 18,997 19,115 17,005 17,005 16,878 (0.2%) (0.4%) 2,436 2,899 3,198 2,939 2,939 2,286 6.5% (11.8%)

Toyota Motor Corp. 256,480 247,980 236,533 243,764 255,321 259,216 (1.7%) 3.1% 35,160 38,164 36,457 26,363 30,458 32,753 (9.2%) 11.5%

Volkswagen AG Pref 261,550 268,549 236,524 240,340 240,340 241,369 (2.8%) 0.2% 30,822 36,343 26,777 37,788 37,788 34,515 7.0% (4.4%)

Total $1,119,448 $1,138,291 $1,084,281 $1,113,375 $1,124,933 $1,124,681 (1.3%) 0.6% $137,679 $148,510 $144,420 $147,835 $151,931 $138,211 1.7% (0.4%)

PUBLIC COMPARABLES1

10



Revenue Revenue Growth EBITDA EBITDA Growth

($ in millions) 2013 2014 2015 2016 2017P 2018P '13-16 '16-18P 2013 2014 2015 2016 2017P 2018P '13-16 '16-18P


PAGE |


SOURCES


1. FactSet.

2. MergerMarket.

3. Pitchbook.

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.

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 a private limited company 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 (registration number 7078852). Harris Williams & Co. Ltd is authorized 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.

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