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Capital
Confidence
Barometer
April 2014 | ey.com/ccb
Global
10thedition
Reshaping for the future
M&A
Measured moves, bigger deals
Economic outlook
Resilient confidence despite shocks and low growth
Cost management rules
Permanent feature of a low-growth future
Growth takes new directions
Innovation at center stage
Key findings
Reshaping for
the future
Learning to thrive in a low-growth and volatile environment,
companies are taking a pragmatic view, balancing risk and returns
60% see the global economy improving — resilient
confidence in the face of shocks
65% have confidence in corporate earnings — the
highest level in five years
29% expect deal pipelines to increase
60% consider cost reduction their primary focus
27% expect to pursue deals greater than
US$500m in size
31% plan to pursue an acquisition
88% view credit availability as stable or improving
1
“The business world is taking a
new shape — leading businesses
are responding by reshaping for
the future.”
A note from Pip McCrostie, Global Vice Chair,
Transaction Advisory Services
Our 10th Global Capital Confidence Barometer clearly illustrates the many complex
challenges on today’s boardroom agenda. 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.
Within this context, our respondents report resilient confidence in the global economy,
despite recent geopolitical shocks, low growth in mature markets and slowing growth
in BRIC territories. Confidence in credit availability is at its highest in the Barometer’s
five-year history, cash is in ready supply and valuation gaps are narrowing.
In the past, all of this would have been a recipe for a wave of MA. Today, however,
executives are navigating complexity with parallel priorities. Management teams look
to achieve value today with a renewed focus on cost management 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. As a result,
larger, more transformational MA is on the strategic growth agenda. Pipelines point
to only modest increases in deal activity 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 MA
market malaise, companies and boards are opting for quality rather than quantity.
The business world is taking a new shape, one affected by the tapering of fiscal
stimulus, shareholder activists, a rebalancing of investment priorities across
emerging and mature markets and a relentless drive for innovation across all
sectors. With a focus on cost management, higher risk organic growth and — in some
cases — large, strategic and transformational deals, leading businesses are
responding by reshaping for the future.
2
Economic outlook —
despite shocks, recovery is resilient
With executives now confident of a real and sustained economic recovery, global
megatrends may have a more transformative impact on their growth strategies.
Our respondents’ outlook for the economy is more resilient than at any time in the past few years. 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 — temper this confidence to some extent. But the persistence of such
shocks means these risks are being factored into long-term business plans. The relative consistency in our respondents’
overall confidence numbers — down slightly from six months ago, but still up solidly from 12 months ago —
points to an improving outlook.
Executives remain confident in global economy
Executives’ confidence in the economy remains up considerably from a year ago, buoyed by
strengthening business fundamentals. The percentage who see the economy declining fell to
9% — the lowest level since the Barometer launched five years ago.
•
Global megatrends converging to shape
business and acquisition strategies
Macro trends affect companies’ corporate strategies, which can have a direct impact on acquisition
behavior. When asked which trend could have the greatest impact over the next 12 months, more
than half of executives pointed to the trend commonly called “the future of work” — skills shortages,
competition for talent and changing employer-employee obligations, among other issues. This set
of issues is expected to have the largest impact on both business and acquisition strategies. Large
proportions also pointed to digital transformation (e.g., big data, cloud and mobile technologies)
and global rebalancing (e.g., developed/emerging market definitions, the growing middle class), all
of which may also be contributing to a shortage of skilled talent.
•
Mature economies remain most confident in
global economy
By and large, the most developed economies continue to express the greatest confidence in the
strength of the global economy, consistent with our last Barometer. Among the BRICs, China and
Russia are most positive on global economic prospects. And the United States’ confidence ranks
slightly above average.
•
3
Q:	What is your perspective on the state of the global economy today?
Sustained confidence
Q:	Which of these global trends is most likely to affect your business
and acquisition strategy over the next 12 months? Select up to two.
Q: Countries with the most positive view of the global economy
	 (Countries with more than 40 respondents)
Apr-13Oct-13Apr-14
65%
51%
60%
24%
36%
31%
9%
11%
13%
Improving
Stable
Declining
Resourceful
planet
Rethinking
government
Digital
transformation
Global
rebalancing
Future of
work
Acquisition strategyBusiness strategy
35%
42%
54%
41%
39%
34%
38%
30%
31%
28%
61%
60%
Global average (60%)
68%
64%
Australia
US
Russia
70%
70%France
China
Japan
Apr-14
60%of executives believe the
global economy is
improving, compared
with 51% a year ago
54%of executives expect
“future of work” issues
to affect their business
strategy
70%of executives in Australia and
France have a positive view
of the global economy
4
Economic outlook, cont’d.
Evidence of a real recovery
“Future of work” megatrend likely affecting
job creation
Job creation expectations have decreased significantly across the majority of sectors.
Employment continues to lag behind the global economic upturn, which may reflect
longer-term structural changes in the workforce; digital transformation is making many
jobs obsolete, while at the same time creating new ones. Additionally, spare capacity may
be contributing to the slowdown in job creation.
•
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 corporate 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.
•
Confidence seen 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 in our Barometer; and year-over-year growth in such indicators as credit availability and
stock market stability shows similar conviction.
•
5
Q: With regard to employment, which of the following does your
organization expect to do in the next 12 months?
Q:	What do you believe to be the greatest economic risk to your business
over the next 6–12 months?
Q: 	Please indicate your level of confidence in the following at the global level
	 (% respondents positive)
Oct-13
Apr-13
Apr-14
11% 41% 48%
10% 48% 42%
17% 52% 31%
Reduce workforce numbers
Keep current workforce size
Create jobs/hire talent
Deflation
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
Apr-14
26%
30%
14%
21%
3%
6%
Equity valuations/
stock market outlook
Corporate
earnings
Credit
availability
Short-term
market stability
Oct-13 Apr-13Apr-14
65%
43%
51%
54%
54%
48%
49%
21%
32%
49%
29%
34%
31%of executives expect to
create jobs/hire talent
30%of executives perceive global
political instability to be the
greatest barrier to growth in
their business
65%of executives have
confidence in corporate
earnings — the highest level
in five years
6
Credit available to fuel larger deals
Over several Barometers, companies have indicated that credit is
broadly available — but now executives indicate a greater interest in
putting debt to work.
Companies’ growing willingness to add leverage to their balance sheets suggests deal activity increases
when confidence and deal appetites converge. Although deal volumes will remain subdued in the near term,
with debt financing increasingly available — often at very low cost — larger deals will be on the agenda as
companies use debt to finance high-value strategic moves.
Confidence in global credit availability at an
all-time high
Respondents’ confidence in credit availability at a global level is at its highest level ever in
the Barometer. We are seeing a significant increase in availability of credit to the corporate
sector coupled with overall stabilization in credit conditions. Growing and persistent
confidence in the availability of financing — particularly for larger, well-rated firms —
provides a favorable platform for selective dealmaking.
•
Significant increase in use of debt to
finance acquisitions
As executives seek to maximize returns, they anticipate a notable increase in usage of debt as
a percentage of purchase price. Despite record cash balances, the currently advantageous
terms on debt financing are spurring a shift from cash to debt.
•
Use of leverage expected to rise
Debt-to-capital ratios have largely remained stable over the last year, but we may see shifts
over the next 12 months. With interest rates expected to increase, there is a rush of
companies positioning to lock in longer term financing at current low rates.
•
7
Q:	Please indicate your level of confidence in credit availability at
the global level
Q:	How do you expect your company’s debt-to-capital ratio to
change over the next 12 months?
Q:	What is the likely primary source of your company’s deal
financing in the next 12 months?
88%of executives now consider
credit availability either
stable or improving
27%of companies’ debt-to-capital
ratios are expected to increase
over the next 12 months
45%of companies expect to use
debt as their primary source
for deal financing
Swing toward debt
Oct-13
Apr-13
Apr-14
13% 39% 48%
14% 37% 49%
12% 34% 54%
Declining
Stable
Improving
Oct-13
Apr-13
Apr-14
34% 46% 20%
33% 43% 24%
40% 33% 27%
Decrease
Remain constant
Increase
Oct-13
Apr-13
Apr-14
19% 34% 47%
16% 30% 54%
19% 45% 36%
Equity
Debt
Cash
8
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.
•
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 a major increase in companies looking to change their mix of existing products
and services. In addition, research and development efforts have nearly tripled over the last
six months, suggesting greater optimism that innovation can generate growth.
•
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.
•
9
Q: 	Which statement best describes your company’s focus
over the next 12 months?
Parallel priorities
Q: 	What is the primary focus of your company’s organic growth over
the next 12 months?
Oct-13Apr-14 Apr-13
Lower-risk
New sales
channels
More rigorous focus
on core products/
existing markets
Increase RD/product
introductions
Invest in new
geographies/markets
Exploiting technology to develop
new markets/products
Change mix of existing
products  services
Higher-risk
11%
17%
6%
12%
17%
19%
30%
40%
24%
12%
16%
12%
15%
16%
14%
9%
9%
21%
Q: 	Which of the following has been elevated on your boardroom agenda as
a result of shareholder activism? Please select up to two.
Minimal impact
Acquisition
Spinoff/IPO
Cost reduction
Cash dividend payments
Strategic divestment
Share buyback
Portfolio analysis
Apr-14
26%
24%
22%
47%
12%
20%
9%
7%
Oct-13
Apr-13
Apr-14
8% 32% 58%
2%
6%
15% 31% 52%
2%
17% 37% 40%
Maintaining stability
Cost reduction and operational efficiency
Growth
Survival
60%of executives view cost
reduction as their primary
objective; 40% are focused
on growth
93%of executives say their
decisions are affected by
shareholder activism
65%of companies’ organic growth
strategies are higher-risk
10
MA — measured moves, bigger deals
Increasing deal value could be the MA story of the next 12 months.
Deal volumes — currently at record lows — are expected to increase only marginally; and large, transformational deals
will make headlines rather than any significant increase in global deal activity. Although companies do expect global
deal volumes, as well as their own deal pipelines, to improve, near-term deal volume expectations are flat. From
a value perspective, the deals they do pursue will continue to be larger and more strategic. Key sectors planning
transformational deals include retail and wholesale, power and utilities, telecommunications, technology, mining and
metals, and oil and gas.
Expectations for larger deal sizes rising
Companies’ intentions to engage in larger deals (greater than US$500m) over the
next year are up strongly, having doubled in 12 months. This is a sign that plans for
transformational acquisitions, particularly among larger companies, are on the rise.
In addition, given that the number of companies planning acquisitions over US$1b
has more than doubled in six months alone, we can expect an increase in headline-
generating, high-value strategic deals in the coming year. For leading companies,
quality rather than quantity will be at the heart of their MA strategies.
•
• Sectors that define the big deal landscape
While an expectation for larger deal sizes is consistent across most sectors, certain sectors
stand out in this important measure. Respondents in asset and real estate-intensive
industries such as retail, power and utilities, telecommunications, oil and gas, mining and
metals, and automotive expect to pursue the biggest of the big deals (defined as US$500m
or more in deal value). Technology respondents also expect to pursue larger deals, where
high multiples are likely a key factor.
Nearly one-third expect to pursue
acquisitions
Over the past two years, the intent to pursue deals has remained within a tight
range as companies have closely monitored the global economy and looked for
signs of sustained recovery. Currently, 31% of companies expect to pursue
acquisitions in the next 12 months. Respondents’ confidence in the number, quality
and likelihood of closing deals is holding steady. However, this will likely translate
into only a modest increase in deal volume as the baseline for MA activity is reset
lower in a slow-growth environment.
•
11
Deal focus on quality
over quantity
Q:	What percentage of your intended deals will be above US$500m?
Q: 	What is your expectation to pursue an acquisition in the next 12 months,
and your confidence in the following at the global level?
Apr-14 Apr-13Apr-12 Oct-12 Apr-13 Oct-13 Apr-14
Number of
acquisition
opportunities
Quality of
acquisition
opportunities
Likelihood of
closing acquisitions
Level of confidenceExpectation to pursue an acquisition
39%
51%
50%
41%
32%
32%
31%
25%
29%
35%
31%
10%
20%
30%
40%
Global responses
Q: What is the expected deal size?
Oct-13
Apr-13
Apr-14
27% 31% 23%
35% 40% 13%
23% 30%
14%
6%
15%
5%
6%
12%20%
US$0—US$50m
US$51m—US$250m
US$251m—US$500m
US$501m—US$1b
Greater than US$1b
Retail and wholesale
Power and utilities
Telecommunications
Technology
Mining and metals
Oil and gas
Automotive
Apr-14
38%
42%
34%
36%
33%
32%
28%
Global average (27%)
27%of executives expect to
pursue deals greater than
US$500m in size
42%of respondents in retail
and wholesale expect deal
sizes to exceed US$500m
31%of companies expect to
pursue acquisitions this year
12
MA, cont’d.
Strategic deals to
complement growth
• Balanced investment intentions
Investment intentions are broadly similar across all markets, suggesting companies are
looking at balancing emerging market and mature market investments. 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. The resurgence of mature-market investment intentions is evidenced by our
respondents’ desire to invest in the US, UK and Germany.
Marginal improvement anticipated in
deal pipelines
Over the last 12 months, deal pipelines have declined slightly as companies have focused on
improving the performance of their existing businesses and pursuing organic growth strategies.
However, looking at the next 12 months, our respondents anticipate some growth in their deal
pipelines. Roughly 3 in 10 respondents expect their pipelines to increase; only 9% expect a
decrease. That suggests improving sentiment — but with 60% reporting no change in outlook,
any rise in MA volumes this year is likely to be modest.
•
• 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. Almost half of respondents believe the valuation gap is now less than 10%,
and a vast majority expect valuation gaps to remain the same or contract over the next
year. This dynamic creates an environment where companies can close larger, more
strategic deals.
13
Q:	How has your strategy toward/
focus on investing in the
following markets changed
versus 12 months ago?
Q:	Where do you expect to
deploy the majority of your
acquisition capital in the
following markets?
Increased Apr-14
BRIC
emerging market
Non-BRIC
emerging market
Developed/mature
market
BRIC
emerging market
Developed/
mature market
Non-BRIC
emerging market
50%
47%
41%
39%
33%
28%
Where do you expect to deploy the
majority of your acquisition capital
in the following markets?
How has your strategy toward/ focus
on investing in the following markets
changed versus 12 months ago?
45%of executives believe the
valuation gap is less than 10%
29%of executives expect their
deal pipelines to increase in
the next 12 months
39%of companies expect the
majority of their acquisition
capital to be deployed in
BRIC emerging markets
Q:	Do you believe the valuation
gap between buyers and sellers
today is:
Q:	Do you expect the valuation
gap between buyers and sellers
in the next 12 months to:
21—30%
10—20%
No gap
Less than 10%
More than 30%
12%
6%
8%
33%
17%
23%
29%
49%
51%
14%
22%
13%
12%
6%
5%
Do you expect the valuation gap between
buyers and sellers in the next 12 months to:
Do you believe the valuation gap
today between buyers and sellers is:
Oct-13 Apr-13Apr-14
Stay the same
Contract
Widen
25%
16%
21%
55%
53%
62%
20%
31%
17%
Oct-13 Apr-13Apr-14
Q:	How is this amount in your deal pipeline expected to change in the
next 12 months?
Improve
No change
Decrease
Apr-14
62%
29%
9%
United Kingdom
United States
Germany
France
14
MA, cont’d.
Companies continue to diversify
and developed markets
Top investment destinations and their top three investors
United States
United Kingdom
France
China
Top five destination countries
Germany
United States
France
Russia
China
United States
United Kingdom
Australia
India
United States
Australia
China
15
across emerging European
economies
attract capital,
along with
certain BRIC
economies
The most notable entrants into our top
five capital destinations since the last
Barometer are the United Kingdom and
Germany. This signals a rebalancing of
emerging and mature market investment
priorities and a return to confidence in
Europe after austerity measures.
However, among our top investment
destinations, companies plan to allocate
their most significant capital (more than
10%) to China, India and Brazil. The
benefits of these BRIC economies —
especially their growing middle-income
populations — outweigh their
considerable challenges, including
political and currency risk and slowing
growth. Holding steady within the top
five is the United States, a perpetual
destination for global capital.
Next top destinations:
Brazil
Ireland
Japan
Singapore
United Arab Emirates
15
The Capital
Agenda
Raising
Inves
ting
Pres
erving Optim
izing
24%
28%
14%Oct-13
Apr-13
Apr-14
9%
3%
5%Oct-13
Apr-13
Apr-14
16
Shift toward optimizing and
raising capital
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.
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.
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.
It is a regular survey of senior executives from large
companies around the world, conducted by the Economist
Intelligence Unit (EIU). Our panel comprises select global EY
clients and contacts and regular EIU contributors.
•	In March we surveyed a panel of more than 1,600
executives in 54 countries; half were CEOs, CFOs and other
C-level executives.
40%
22%
52%Oct-13
Apr-13
Apr-14
27%
47%
29%Oct-13
Apr-13
Apr-14
Increasing
leverage and
further
optimization
point to
focused growth
strategies and
selective MA
investment
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.
Optimizing: Debt-to-capital ratios have remained stable over the last
year, but 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, MA.
•	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.
•	Companies’ annual global revenues ranged from less than
US$500m to greater than US$5b: US$500m (17%);
US$500m—US$999.9m (25%); US$1b—US$4.9b (31%);
and US$5b (27%).
•	More than 800 companies would have qualified for the
Fortune 1000 based on revenue.
•	Company ownership was publicly listed (68%), privately
owned(21%),family-owned(6%),government/state-owned
(3%) and PE/portfolio-owned (2%).
17
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.
EYG no. DE0530
1403-1211822
ED 0115
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
For a conversation about your capital strategy,
please contact us
Global
Pip McCrostie
Global Vice Chair
Transaction Advisory Services
pip.mccrostie@uk.ey.com
+44 20 7980 0500
Steve Krouskos
Deputy Global Vice Chair
Transaction Advisory Services
steve.krouskos@uk.ey.com
+44 20 7980 0346
Paul Macaluso
Global New Services
Development 
Innovation Leader
Transaction Advisory Services
paul.macaluso@ey.com
+44 20 7760 5948
Americas
Richard M. Jeanneret
Americas Leader
Transaction Advisory Services
richard.jeanneret@ey.com
+1 212 773 2922
Asia-Pacific
John Hope
Asia-Pacific Leader
Transaction Advisory Services
john.hope@hk.ey.com
+852 2846 9997
Europe, Middle East, India
and Africa (EMEIA)
Joachim Spill
EMEIA Leader
Transaction Advisory Services
joachim.spill@de.ey.com
+49 6196 996 25366
Japan
Kenneth G. Smith
Japan Leader
Transaction Advisory Services
kenneth.smith@jp.ey.com
+81 3 4582 6400

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  • 1. Capital Confidence Barometer April 2014 | ey.com/ccb Global 10thedition Reshaping for the future M&A Measured moves, bigger deals Economic outlook Resilient confidence despite shocks and low growth Cost management rules Permanent feature of a low-growth future Growth takes new directions Innovation at center stage
  • 2. Key findings Reshaping for the future Learning to thrive in a low-growth and volatile environment, companies are taking a pragmatic view, balancing risk and returns 60% see the global economy improving — resilient confidence in the face of shocks 65% have confidence in corporate earnings — the highest level in five years 29% expect deal pipelines to increase 60% consider cost reduction their primary focus 27% expect to pursue deals greater than US$500m in size 31% plan to pursue an acquisition 88% view credit availability as stable or improving
  • 3. 1 “The business world is taking a new shape — leading businesses are responding by reshaping for the future.” A note from Pip McCrostie, Global Vice Chair, Transaction Advisory Services Our 10th Global Capital Confidence Barometer clearly illustrates the many complex challenges on today’s boardroom agenda. 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. Within this context, our respondents report resilient confidence in the global economy, despite recent geopolitical shocks, low growth in mature markets and slowing growth in BRIC territories. Confidence in credit availability is at its highest in the Barometer’s five-year history, cash is in ready supply and valuation gaps are narrowing. In the past, all of this would have been a recipe for a wave of MA. Today, however, executives are navigating complexity with parallel priorities. Management teams look to achieve value today with a renewed focus on cost management 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. As a result, larger, more transformational MA is on the strategic growth agenda. Pipelines point to only modest increases in deal activity 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 MA market malaise, companies and boards are opting for quality rather than quantity. The business world is taking a new shape, one affected by the tapering of fiscal stimulus, shareholder activists, a rebalancing of investment priorities across emerging and mature markets and a relentless drive for innovation across all sectors. With a focus on cost management, higher risk organic growth and — in some cases — large, strategic and transformational deals, leading businesses are responding by reshaping for the future.
  • 4. 2 Economic outlook — despite shocks, recovery is resilient With executives now confident of a real and sustained economic recovery, global megatrends may have a more transformative impact on their growth strategies. Our respondents’ outlook for the economy is more resilient than at any time in the past few years. 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 — temper this confidence to some extent. But the persistence of such shocks means these risks are being factored into long-term business plans. The relative consistency in our respondents’ overall confidence numbers — down slightly from six months ago, but still up solidly from 12 months ago — points to an improving outlook. Executives remain confident in global economy Executives’ confidence in the economy remains up considerably from a year ago, buoyed by strengthening business fundamentals. The percentage who see the economy declining fell to 9% — the lowest level since the Barometer launched five years ago. • Global megatrends converging to shape business and acquisition strategies Macro trends affect companies’ corporate strategies, which can have a direct impact on acquisition behavior. When asked which trend could have the greatest impact over the next 12 months, more than half of executives pointed to the trend commonly called “the future of work” — skills shortages, competition for talent and changing employer-employee obligations, among other issues. This set of issues is expected to have the largest impact on both business and acquisition strategies. Large proportions also pointed to digital transformation (e.g., big data, cloud and mobile technologies) and global rebalancing (e.g., developed/emerging market definitions, the growing middle class), all of which may also be contributing to a shortage of skilled talent. • Mature economies remain most confident in global economy By and large, the most developed economies continue to express the greatest confidence in the strength of the global economy, consistent with our last Barometer. Among the BRICs, China and Russia are most positive on global economic prospects. And the United States’ confidence ranks slightly above average. •
  • 5. 3 Q: What is your perspective on the state of the global economy today? Sustained confidence Q: Which of these global trends is most likely to affect your business and acquisition strategy over the next 12 months? Select up to two. Q: Countries with the most positive view of the global economy (Countries with more than 40 respondents) Apr-13Oct-13Apr-14 65% 51% 60% 24% 36% 31% 9% 11% 13% Improving Stable Declining Resourceful planet Rethinking government Digital transformation Global rebalancing Future of work Acquisition strategyBusiness strategy 35% 42% 54% 41% 39% 34% 38% 30% 31% 28% 61% 60% Global average (60%) 68% 64% Australia US Russia 70% 70%France China Japan Apr-14 60%of executives believe the global economy is improving, compared with 51% a year ago 54%of executives expect “future of work” issues to affect their business strategy 70%of executives in Australia and France have a positive view of the global economy
  • 6. 4 Economic outlook, cont’d. Evidence of a real recovery “Future of work” megatrend likely affecting job creation Job creation expectations have decreased significantly across the majority of sectors. Employment continues to lag behind the global economic upturn, which may reflect longer-term structural changes in the workforce; digital transformation is making many jobs obsolete, while at the same time creating new ones. Additionally, spare capacity may be contributing to the slowdown in job creation. • 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 corporate 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. • Confidence seen 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 in our Barometer; and year-over-year growth in such indicators as credit availability and stock market stability shows similar conviction. •
  • 7. 5 Q: With regard to employment, which of the following does your organization expect to do in the next 12 months? Q: What do you believe to be the greatest economic risk to your business over the next 6–12 months? Q: Please indicate your level of confidence in the following at the global level (% respondents positive) Oct-13 Apr-13 Apr-14 11% 41% 48% 10% 48% 42% 17% 52% 31% Reduce workforce numbers Keep current workforce size Create jobs/hire talent Deflation 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 Apr-14 26% 30% 14% 21% 3% 6% Equity valuations/ stock market outlook Corporate earnings Credit availability Short-term market stability Oct-13 Apr-13Apr-14 65% 43% 51% 54% 54% 48% 49% 21% 32% 49% 29% 34% 31%of executives expect to create jobs/hire talent 30%of executives perceive global political instability to be the greatest barrier to growth in their business 65%of executives have confidence in corporate earnings — the highest level in five years
  • 8. 6 Credit available to fuel larger deals Over several Barometers, companies have indicated that credit is broadly available — but now executives indicate a greater interest in putting debt to work. Companies’ growing willingness to add leverage to their balance sheets suggests deal activity increases when confidence and deal appetites converge. Although deal volumes will remain subdued in the near term, with debt financing increasingly available — often at very low cost — larger deals will be on the agenda as companies use debt to finance high-value strategic moves. Confidence in global credit availability at an all-time high Respondents’ confidence in credit availability at a global level is at its highest level ever in the Barometer. We are seeing a significant increase in availability of credit to the corporate sector coupled with overall stabilization in credit conditions. Growing and persistent confidence in the availability of financing — particularly for larger, well-rated firms — provides a favorable platform for selective dealmaking. • Significant increase in use of debt to finance acquisitions As executives seek to maximize returns, they anticipate a notable increase in usage of debt as a percentage of purchase price. Despite record cash balances, the currently advantageous terms on debt financing are spurring a shift from cash to debt. • Use of leverage expected to rise Debt-to-capital ratios have largely remained stable over the last year, but we may see shifts over the next 12 months. With interest rates expected to increase, there is a rush of companies positioning to lock in longer term financing at current low rates. •
  • 9. 7 Q: Please indicate your level of confidence in credit availability at the global level Q: How do you expect your company’s debt-to-capital ratio to change over the next 12 months? Q: What is the likely primary source of your company’s deal financing in the next 12 months? 88%of executives now consider credit availability either stable or improving 27%of companies’ debt-to-capital ratios are expected to increase over the next 12 months 45%of companies expect to use debt as their primary source for deal financing Swing toward debt Oct-13 Apr-13 Apr-14 13% 39% 48% 14% 37% 49% 12% 34% 54% Declining Stable Improving Oct-13 Apr-13 Apr-14 34% 46% 20% 33% 43% 24% 40% 33% 27% Decrease Remain constant Increase Oct-13 Apr-13 Apr-14 19% 34% 47% 16% 30% 54% 19% 45% 36% Equity Debt Cash
  • 10. 8 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. • 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 a major increase in companies looking to change their mix of existing products and services. In addition, research and development efforts have nearly tripled over the last six months, suggesting greater optimism that innovation can generate growth. • 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. •
  • 11. 9 Q: Which statement best describes your company’s focus over the next 12 months? Parallel priorities Q: What is the primary focus of your company’s organic growth over the next 12 months? Oct-13Apr-14 Apr-13 Lower-risk New sales channels More rigorous focus on core products/ existing markets Increase RD/product introductions Invest in new geographies/markets Exploiting technology to develop new markets/products Change mix of existing products services Higher-risk 11% 17% 6% 12% 17% 19% 30% 40% 24% 12% 16% 12% 15% 16% 14% 9% 9% 21% Q: Which of the following has been elevated on your boardroom agenda as a result of shareholder activism? Please select up to two. Minimal impact Acquisition Spinoff/IPO Cost reduction Cash dividend payments Strategic divestment Share buyback Portfolio analysis Apr-14 26% 24% 22% 47% 12% 20% 9% 7% Oct-13 Apr-13 Apr-14 8% 32% 58% 2% 6% 15% 31% 52% 2% 17% 37% 40% Maintaining stability Cost reduction and operational efficiency Growth Survival 60%of executives view cost reduction as their primary objective; 40% are focused on growth 93%of executives say their decisions are affected by shareholder activism 65%of companies’ organic growth strategies are higher-risk
  • 12. 10 MA — measured moves, bigger deals Increasing deal value could be the MA story of the next 12 months. Deal volumes — currently at record lows — are expected to increase only marginally; and large, transformational deals will make headlines rather than any significant increase in global deal activity. Although companies do expect global deal volumes, as well as their own deal pipelines, to improve, near-term deal volume expectations are flat. From a value perspective, the deals they do pursue will continue to be larger and more strategic. Key sectors planning transformational deals include retail and wholesale, power and utilities, telecommunications, technology, mining and metals, and oil and gas. Expectations for larger deal sizes rising Companies’ intentions to engage in larger deals (greater than US$500m) over the next year are up strongly, having doubled in 12 months. This is a sign that plans for transformational acquisitions, particularly among larger companies, are on the rise. In addition, given that the number of companies planning acquisitions over US$1b has more than doubled in six months alone, we can expect an increase in headline- generating, high-value strategic deals in the coming year. For leading companies, quality rather than quantity will be at the heart of their MA strategies. • • Sectors that define the big deal landscape While an expectation for larger deal sizes is consistent across most sectors, certain sectors stand out in this important measure. Respondents in asset and real estate-intensive industries such as retail, power and utilities, telecommunications, oil and gas, mining and metals, and automotive expect to pursue the biggest of the big deals (defined as US$500m or more in deal value). Technology respondents also expect to pursue larger deals, where high multiples are likely a key factor. Nearly one-third expect to pursue acquisitions Over the past two years, the intent to pursue deals has remained within a tight range as companies have closely monitored the global economy and looked for signs of sustained recovery. Currently, 31% of companies expect to pursue acquisitions in the next 12 months. Respondents’ confidence in the number, quality and likelihood of closing deals is holding steady. However, this will likely translate into only a modest increase in deal volume as the baseline for MA activity is reset lower in a slow-growth environment. •
  • 13. 11 Deal focus on quality over quantity Q: What percentage of your intended deals will be above US$500m? Q: What is your expectation to pursue an acquisition in the next 12 months, and your confidence in the following at the global level? Apr-14 Apr-13Apr-12 Oct-12 Apr-13 Oct-13 Apr-14 Number of acquisition opportunities Quality of acquisition opportunities Likelihood of closing acquisitions Level of confidenceExpectation to pursue an acquisition 39% 51% 50% 41% 32% 32% 31% 25% 29% 35% 31% 10% 20% 30% 40% Global responses Q: What is the expected deal size? Oct-13 Apr-13 Apr-14 27% 31% 23% 35% 40% 13% 23% 30% 14% 6% 15% 5% 6% 12%20% US$0—US$50m US$51m—US$250m US$251m—US$500m US$501m—US$1b Greater than US$1b Retail and wholesale Power and utilities Telecommunications Technology Mining and metals Oil and gas Automotive Apr-14 38% 42% 34% 36% 33% 32% 28% Global average (27%) 27%of executives expect to pursue deals greater than US$500m in size 42%of respondents in retail and wholesale expect deal sizes to exceed US$500m 31%of companies expect to pursue acquisitions this year
  • 14. 12 MA, cont’d. Strategic deals to complement growth • Balanced investment intentions Investment intentions are broadly similar across all markets, suggesting companies are looking at balancing emerging market and mature market investments. 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. The resurgence of mature-market investment intentions is evidenced by our respondents’ desire to invest in the US, UK and Germany. Marginal improvement anticipated in deal pipelines Over the last 12 months, deal pipelines have declined slightly as companies have focused on improving the performance of their existing businesses and pursuing organic growth strategies. However, looking at the next 12 months, our respondents anticipate some growth in their deal pipelines. Roughly 3 in 10 respondents expect their pipelines to increase; only 9% expect a decrease. That suggests improving sentiment — but with 60% reporting no change in outlook, any rise in MA volumes this year is likely to be modest. • • 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. Almost half of respondents believe the valuation gap is now less than 10%, and a vast majority expect valuation gaps to remain the same or contract over the next year. This dynamic creates an environment where companies can close larger, more strategic deals.
  • 15. 13 Q: How has your strategy toward/ focus on investing in the following markets changed versus 12 months ago? Q: Where do you expect to deploy the majority of your acquisition capital in the following markets? Increased Apr-14 BRIC emerging market Non-BRIC emerging market Developed/mature market BRIC emerging market Developed/ mature market Non-BRIC emerging market 50% 47% 41% 39% 33% 28% Where do you expect to deploy the majority of your acquisition capital in the following markets? How has your strategy toward/ focus on investing in the following markets changed versus 12 months ago? 45%of executives believe the valuation gap is less than 10% 29%of executives expect their deal pipelines to increase in the next 12 months 39%of companies expect the majority of their acquisition capital to be deployed in BRIC emerging markets Q: Do you believe the valuation gap between buyers and sellers today is: Q: Do you expect the valuation gap between buyers and sellers in the next 12 months to: 21—30% 10—20% No gap Less than 10% More than 30% 12% 6% 8% 33% 17% 23% 29% 49% 51% 14% 22% 13% 12% 6% 5% Do you expect the valuation gap between buyers and sellers in the next 12 months to: Do you believe the valuation gap today between buyers and sellers is: Oct-13 Apr-13Apr-14 Stay the same Contract Widen 25% 16% 21% 55% 53% 62% 20% 31% 17% Oct-13 Apr-13Apr-14 Q: How is this amount in your deal pipeline expected to change in the next 12 months? Improve No change Decrease Apr-14 62% 29% 9%
  • 16. United Kingdom United States Germany France 14 MA, cont’d. Companies continue to diversify and developed markets Top investment destinations and their top three investors United States United Kingdom France China Top five destination countries Germany United States France Russia
  • 17. China United States United Kingdom Australia India United States Australia China 15 across emerging European economies attract capital, along with certain BRIC economies The most notable entrants into our top five capital destinations since the last Barometer are the United Kingdom and Germany. This signals a rebalancing of emerging and mature market investment priorities and a return to confidence in Europe after austerity measures. However, among our top investment destinations, companies plan to allocate their most significant capital (more than 10%) to China, India and Brazil. The benefits of these BRIC economies — especially their growing middle-income populations — outweigh their considerable challenges, including political and currency risk and slowing growth. Holding steady within the top five is the United States, a perpetual destination for global capital. Next top destinations: Brazil Ireland Japan Singapore United Arab Emirates 15
  • 18. The Capital Agenda Raising Inves ting Pres erving Optim izing 24% 28% 14%Oct-13 Apr-13 Apr-14 9% 3% 5%Oct-13 Apr-13 Apr-14 16 Shift toward optimizing and raising capital 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. 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. 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. It is a regular survey of senior executives from large companies around the world, conducted by the Economist Intelligence Unit (EIU). Our panel comprises select global EY clients and contacts and regular EIU contributors. • In March we surveyed a panel of more than 1,600 executives in 54 countries; half were CEOs, CFOs and other C-level executives.
  • 19. 40% 22% 52%Oct-13 Apr-13 Apr-14 27% 47% 29%Oct-13 Apr-13 Apr-14 Increasing leverage and further optimization point to focused growth strategies and selective MA investment 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. Optimizing: Debt-to-capital ratios have remained stable over the last year, but 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, MA. • 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. • Companies’ annual global revenues ranged from less than US$500m to greater than US$5b: US$500m (17%); US$500m—US$999.9m (25%); US$1b—US$4.9b (31%); and US$5b (27%). • More than 800 companies would have qualified for the Fortune 1000 based on revenue. • Company ownership was publicly listed (68%), privately owned(21%),family-owned(6%),government/state-owned (3%) and PE/portfolio-owned (2%). 17
  • 20. 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. EYG no. DE0530 1403-1211822 ED 0115 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 For a conversation about your capital strategy, please contact us Global Pip McCrostie Global Vice Chair Transaction Advisory Services pip.mccrostie@uk.ey.com +44 20 7980 0500 Steve Krouskos Deputy Global Vice Chair Transaction Advisory Services steve.krouskos@uk.ey.com +44 20 7980 0346 Paul Macaluso Global New Services Development Innovation Leader Transaction Advisory Services paul.macaluso@ey.com +44 20 7760 5948 Americas Richard M. Jeanneret Americas Leader Transaction Advisory Services richard.jeanneret@ey.com +1 212 773 2922 Asia-Pacific John Hope Asia-Pacific Leader Transaction Advisory Services john.hope@hk.ey.com +852 2846 9997 Europe, Middle East, India and Africa (EMEIA) Joachim Spill EMEIA Leader Transaction Advisory Services joachim.spill@de.ey.com +49 6196 996 25366 Japan Kenneth G. Smith Japan Leader Transaction Advisory Services kenneth.smith@jp.ey.com +81 3 4582 6400