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Financial Services Capital Confidence Barometer April 2014 ey.com/ccb Measured approach to growth M&A Focus on quality over quantity Economic outlook Moving beyond a recovery mindset, anticipating future growth Growth strategies Innovation takes center stage 10th edition

Measured approach to growth Learning to thrive in a low-growth environment, financial services companies are taking a pragmatic view, balancing risk and returns. Key findings 70% 45% 51% 28% 32% see the global economy improving consider growth their primary focus expect global deal volumes to improve plan to pursue an acquisition expect their deal pipeline to increase

Nadine Mirchandani EY Americas Transaction Advisory Services Leader Financial Services Organization Executives are cautiously optimistic about their prospects for growth. Marc Symons EY Asia-Pacific Transaction Advisory Services Leader Financial Services Organization David Barker EY EMEIA Transaction Advisory Services Leader Financial Services Organization A note from our leadership Financial services leaders are taking a pragmatic view on the prospects of future growth. Optimism around the state of the global economy is tempered by a cautious approach to dealmaking, whereby companies are focusing on the quality of acquisitions rather than the quantity. Our 10th Capital Confidence Barometer found that leaders in insurance and banking and capital markets are more optimistic about the state of the global economy than they were in October 2013. However, challenges still lie ahead, most notably from increasing levels of global political instability and slow growth in emerging markets. Despite this, financial services companies are planning to increase employment in the year ahead, a clear sign that they are willing to invest today for future growth. Growth remains the number one priority, and financial services leaders are working hard to balance that with the demand to control costs. As a result, we expect companies to focus on organic growth strategies in the year ahead. Just more than a quarter companies expect to make acquisitions in the next year, unchanged from six months ago. We expect these companies to focus on strategic transactions that lay the foundation for future growth. A note from Pip McCrostie, EY Global Vice Chair, Transaction Advisory Services For leading global corporates, striking a balance between risk and reward has rarely been so difficult. Companies are grappling with geopolitical instability, a fragile global economic recovery and seismic shifts in megatrends, such as structural changes in the workforce and digital transformation all at a time of unprecedented shareholder activism. Many executives are now navigating this complexity with parallel priorities. Value is being sought today through a renewed focus on cost-management strategies and returning rewards to increasingly active shareholders. At the same time, some executives are also seeking value creation and top-line revenue through innovative organic growth and measured dealmaking. Larger, more transformational M&A is on the strategic growth agenda. Pipelines point to only modest increases in deals as low volume becomes the hallmark of a low-growth environment. Increased deal values, rather than volumes, will likely be making headlines in the coming year. After a prolonged financial crisis and M&A market malaise, companies and boards are opting for quality rather than quantity. 1

Economic outlook sustained confidence Financial services executives are moving beyond a recovery mindset and are anticipating future growth. Our respondents outlook for the economy is more resilient than at any time in the past few years. Despite economic pressures and geopolitical shocks such as slowing emerging market growth, the tapering of quantitative easing in the United States and unrest in the Middle East and Eastern Europe more than two-thirds executives believe that the global economy is improving. Insurance executives are the most positive, with three-quarters believing that the global economy is improving. This optimism is underpinned by increasing confidence in the level of corporate earnings and short-term market stability. Financial services executives remain confident in global economy Executives confidence in the economy remains high, buoyed by strengthening business fundamentals. The percentage who see the economy declining fell to 5% the lowest level since the Barometer launched five years ago. Political instability and slowing growth in emerging markets are key economic risks Throughout the five-year history of the Barometer, geopolitical shocks have persistently reined in our respondents economic and business confidence. While financial services leaders now factor some global risk into their business, specific macro events can affect near-term confidence. Looking just at the next 6 to 12 months, executives say the greatest risks to their businesses center around emerging markets, fueled by both political instability and slowing growth. Increasing confidence levels across key financial indicators Strong evidence that the recovery is real can be found among our respondents perception of various financial indicators they are up in all categories, many significantly, showing increasing confidence in the global outlook. Confidence in corporate earnings, in particular, is at an all-time high according to the results of our Barometer, and year-over-year growth in such indicators as credit availability and stock market stability shows similar conviction. 2

Positive outlook Q: What is your perspective on the state of the economy today? Improving Stable Declining 5% 14% 15% 25% 22% 29% 56% 64% 70% 70% executives believe the global economy is improving, compared with 56% one year ago Q: What do you believe to be the greatest economic risk to your business over the next 6 12 months? Increased global political instability Continued slower growth in key emerging markets Inability to effectively manage quantitative easing (tapering) Pace of structural reforms in Eurozone Inflation Deflation 4% 5% 12% 17% 27% 35% 35% executives perceive global political instability to be the greatest economic risk to their business Q: Please indicate your level of confidence in the following at the global level: Corporate earnings Short-term market stability Credit availability Equity valuations/ stock market outlook 23% 30% 37% 38% 49% 44% 42% 46% 46% 57% 60% 71% 71% executives have confidence in corporate earnings the highest level in five years 3

Growth strategies cost control and growth compete for top spot on the boardroom agenda Cost management is now a permanent feature amid a low-growth future. For several years now, companies have been rewarded for cost-cutting and an aversion to risk. But cost reduction is no longer just an operational issue but also a strategic imperative, and often a key area of focus for activist shareholders. Growth takes new directions, and innovation takes center stage. In parallel to managing costs, companies are turning their attention to innovative organic growth, extending beyond their core revenue base. Balanced focus on growth and cost reduction The pressure remains for companies to grow, in spite of slower long-term GDP growth. But lessons learned from the global financial crisis mean that closer scrutiny of cost structures and operational efficiency is now the norm. What is emerging is a model whereby companies increasingly seek out new organic growth opportunities but do so within a strong framework of operational efficiency and cost management. Shareholder activism prompting action and laser focus on costs Nine out of 10 executives say issues raised by shareholders have shaped their boardroom agendas. Shareholder activists typically focus on organizations with high expense ratios; multiple, disparate and sometimes non-core operating units; and concerns around capital allocation. In turn, boardrooms have responded by focusing on, respectively, operational efficiency and cost reduction; spinning off non-core units via strategic divestments; and returning capital through buybacks and dividends. The renewed focus on innovative cost management can be seen as a response to increasingly influential shareholder activism. Companies begin to innovate and pursue higher-risk organic strategies A secular shift to lower long-term global economic growth, coupled with competitive disruption, has prompted companies to consider higher-risk approaches to organic growth. We have seen an increase in companies looking to change their mix of existing products and services. 4

Parallel priorities Q: Which statement best describes your company s focus over the next 12 months? 2% 22% 31% 1% 3% 0 9% 34% 56% Survival 16% 29% 52% 45% 20 40 60 80 100 Maintain stability Cost reduction and operational efficiency Growth 45% executives view growth as their primary objective; 31% are focused on cost reduction Q: Which of the following has been elevated on your boardroom agenda as a result of shareholder activism? Please select up to two. Cost reduction 47% Share buyback Portfolio analysis Cash dividend payments Strategic divestment Acquisition Spinoff/IPO Minimal impact 4% 8% 11% 21% 25% 24% 23% 92% executives say their decisions are affected by shareholder activism Q: What is the primary focus of your company s organic growth over the next 12 months? New sales channels More rigorous focus on core products/ existing markets Lower-risk 21% 23% 14% 19% 34% 52% Changing mix of existing products and services Increase R&D product introductions Exploiting technology to develop new markets/products Investing in new geographies/markets Higher-risk 24% 10% 28% 14% 3% 6% 12% 4% 14% 10% 8% 4% 60% companies organic growth strategies are higher-risk 5

Growth strategies, cont d. Optimizing tops companies Capital Agendas Q: On which of the following capital management issues is your company placing the greatest attention and resources? Raising: A company s ability to raise capital is integral to achieving its growth imperatives and financial well-being. With credit broadly available at very attractive rates, companies indicate a desire to take on more leverage and plans for increased dealmaking. 23% 28% 28% Raising Investing The Capital Agenda 1% 6% 10% Preserving Optimizing Preserving: A company s ability to access liquidity, control costs and engage with key stakeholders is essential to preserving capital amid shifting market forces. With companies largely out of survival mode thanks to an upturn in global economic prospects, they are now concentrating on other Capital Agenda areas. 6

Investing: Major increases in raising and optimizing capital have come at the expense of investment. This is a sign of companies setting the stage for later inorganic growth. Boardrooms with longer-term plans for acquisitions are now focused less on speed than on building dealmaking capacity and rigor. 21% 43% 53% Increasing leverage and further optimization point to focused growth strategies and selective M&A investment. 50% 18% 19% Optimizing: Optimization is no longer about stabilizing capital structures. The next stage in optimization seen here in the significant increase in focus on this quadrant of the Capital Agenda is about companies preparing for the next wave of investment and, potentially, M&A. 7

M&A measured moves Financial services companies remain cautious and are examining assets closely before committing. Deal volumes currently at record lows are expected to increase only marginally. Although companies do expect global deal volumes, as well as their own deal pipelines, to improve, near-term deal volume expectations are flat. Deal volumes expected to improve More than half executives expect deal volumes to improve over the next 12 months. Deal volumes resonate from the alignment of core fundamentals: positive economic sentiment, enhanced credit availability, the imperative for growth and a regulatory environment that continues to be viewed as pro-growth. Growth in volume will also come from the returning strength of mature markets. M&A expectations holding steady Despite a slight decline in the number and quality of opportunities, and the likelihood of closing deals, 28% companies are expected to pursue an acquisition in the next 12 months. Valuation gap narrows As the economic recovery takes hold and the demand for growth accelerates, the gap is contracting between the price companies are willing to pay for assets and underlying valuations. More than 40% of financial services respondents believe the valuation gap is now less than 10%, and almost a quarter expect valuation gaps to contract over the next year. 8

Focus on quality over quantity Q: What is your expectation for global M&A/deal volumes in the next 12 months? Improve 51% Remain the same 44% Decline 5% 51% executives expect global M&A/deal volumes to improve Q: What is your expectation to pursue an acquisition in the next 12 months, and your confidence in the following at the global level? Expectation to pursue an acquisition 50% 40% 37% 31% 30% 26% 28% 28% 20% 10% 0% Apr-12 Oct-12 Level of confidence Likelihood of closing acquisitions Quality of acquisition opportunities Number of acquisition opportunities 30% 34% 37% 44% 45% 54% 28% companies are expected to pursue acquisitions this year Q: Do you believe the valuation gap today between buyers and sellers is: No gap Less than 10% 10 20% 21 30% More than 30% 10% 5% 12% 31% 18% 21% 34% 49% 45% 16% 20% 14% 8% 7% 8% Q: Do you expect the valuation gap between buyers and sellers in the next 12 months to: Contract Stay the same Widen 24% 16% 20% 17% 23% 26% 53% 58% 63% 41% executives believe the valuation gap is less than 10% 9

M&A, cont d. Improvement anticipated in deal pipelines Over the last 12 months, financial services deal pipelines have declined slightly, as companies have focused on improving the performance of existing businesses and organic growth strategies. However, our respondents anticipate a pickup in the next 12 months: approximately one-third expect deal pipelines to increase, while only 4% are expecting a decrease. Given the time it takes to convert pipeline opportunities to closing, this improved sentiment may signal a rise in M&A volumes later this year. Balanced investment intentions Investment intentions are broadly similar across all markets, suggesting companies are looking at balancing their investment in emerging and mature markets. Emerging markets remain very important BRICs for medium-term growth and non-brics for longer-term growth. However, developed markets are critical for precious short-term growth. 10

Q: How do you expect the number of opportunities in your deal pipeline to change in the next 12 months? Increase No change Decrease 4% 32% 64% 32% executives expect their deal pipelines to increase in the next 12 months Q: Where do you expect to deploy the majority of your acquisition capital in the following markets? Non-BRIC emerging market Developed/mature market BRIC emerging market 30% 33% 37% 37% companies expect the majority of their acquisition capital to be deployed in non-bric emerging markets Cautious optimism 11

M&A, cont d. Financial services companies diversify across emerging and Top five destination countries UK US About this survey The Global Capital Confidence Barometer gauges corporate confidence in the economic outlook and identifies boardroom trends and practices in the way companies manage their Capital Agendas EY s framework for strategically managing capital. This regular survey of senior executives from large companies around the world is conducted by the Economist Intelligence Unit (EIU). Our panel comprises select global EY clients and contacts and regular EIU contributors. 12

continue to developed markets The interdependency between developed and emerging economies continues to increase UAE India China Emerging markets are of growing interest to dealmakers and allow for portfolio diversification. As they secure the necessary capital and seize the opportunity to drive growth through larger acquisitions, emerging markets are expected to invest more in maturing economies as well as other emerging markets. We surveyed a panel of more than 1,600 executives in 54 countries. Half were CEOs, CFOs and other C-level executives, and 169 were from the financial services industry. Global respondents represented 22 sectors, including financial services, consumer products, technology, life sciences, automotive, oil and gas, power and utilities, mining and metals, diversified industrial products and construction. More than 800 global companies would have qualified for the Fortune 1000 based on revenue. Executives were surveyed in February and March 2014. 13

For a conversation about your capital strategy, please contact us: Americas Nadine Mirchandani EY Americas Transaction Advisory Services Leader Financial Services Organization nadine.mirchandani@ey.com +1 212 773 0090 Asia-Pacific Marc Symons EY Asia-Pacific Transaction Advisory Services Leader Financial Services Organization marc.symons@hk.ey.com +852 2846 9922 Europe, Middle East, India and Africa (EMEIA) David Barker EY EMEIA Transaction Advisory Services Leader Financial Services Organization dbarker@uk.ey.com +44 20 7951 2005 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. About EY s Transaction Advisory Services How you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast changing-markets. Whether you re preserving, optimizing, raising or investing capital, EY s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda. 2014 EYGM Limited. All Rights Reserved. EYGM no. CE0821 ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com