This publication includes the deal activity in the insurance sector such as overall highlights, key announced transactions, and the outlook ahead. Read our full report to learn more.

1. Executive summary
Insurance M&A markets remained active in the first half of
2016 despite the lack of mega deals. The largest transaction
this year was BB&T Corp. acquiring wholesale insurance
broker Swett & Crawford for $500 million in cash from
London-based Cooper Gay Swett & Crawford.
On a relative basis, the announced deal activity and value
declined compared to 2015, where we saw a record number of
transactions in the sector. 2015 was a transformative year in
the insurance sector with several mega deals including ACE
Ltd.'s acquisition of Chubb Corp. for $28 billion, Tokio Marine
acquiring HCC Insurance Holdings for $7.5 billion, and Meiji
Yasuda Life acquiring StanCorp Financial for $5 billion.
• Deal volume remains strong with 232 announced deals
in 1H 2106, 87% of which were comprised of insurance
brokers.
• There was a slight decline in transaction multiples with
the median price to book multiple for insurance deals at
1.8x vs. 1.6x in 2H 2015.
• There were no mega deals (deals more than $1 billion)
announced during 1H 2016. The largest deal announced
was worth $500 million.
Optimize deals
Key trends/Highlights
Appetite for M&A remains strong
driven by interest from foreign
and private equity investors.
Performance and regulatory
concerns will likely spur activity
including divestitures and
acquisitions to enhance revenue.
- John Marra
Partner
Insurance Deals Leader
PwC Deals
US Insurance
Deals insights 1H 2016
Optimize Deals
US Insurance
Deals Insights
1H 2016 update 1
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Source: S&P Global Market Intelligence
Value by the numbers
95%
Decrease in
deal value
versus 2H 2015
76%
Decrease in
deal value
versus 1H 2015
$2.4B
Volume by the numbers
8%
Decrease in
deal volume
versus 2H 2015
13%
Decrease in
deal volume
versus 1H 2015
232
232 Insurance deals were announced for $2.4 billion in
deal value during 1H 2016 (including 204 deals with
undisclosed deal values).
Meaningful upcoming IPOs/carve-outs: 1) Athene filed for
an IPO as it looks to further expand into the retirement
services marketplace, 2) AIG’s United Guaranty also filed
for IPO, reflecting AIG’s attempt to revamp its operational
structure, and 3) MetLife rebranded its U.S. Retail business
as Brighthouse Financial, which is the latest step in the
insurers' plan to split off the business.
Interest in M&A remains high. However, the focus for large
insurers has shifted from consolidation to more technology-
oriented deals, allowing insurers to be responsive to
disruptions that they foresee in the business.
We expect M&A activity to rebound in the second half of
2016 driven by the following:
• Technology focused investments
• Diversifying asset and wealth management capabilities
• Continued interest from foreign and private equity
investors in the sector
• Insurers looking to divest businesses as a result of
regulatory uncertainty (e.g. Department Of Labor
(DOL) Fiduciary Rule, Brexit)

2. Optimize deals
172 214 268 253 232
$9.7 $4.4 $9.9
$44.2
$2.4
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
0
50
100
150
200
250
300
1H 2014 2H 2014 1H 2015 2H 2015 1H 2016
Dealvalue($bn)
Dealvolume
Announced deal volume Announced deal value ($ Bn)
Insurance deal volume and value
Source: S&P Global Market Intelligence
2014 20162015
Trading Multiples
Significant transactions
BB&T Corporation announced its acquisition of Swett &
Crawford Group Inc., growing its wholesale brokerage
business in the U.S.
Massachusetts Mutual announced its acquisition of
MetLife’s U.S. retail advisor force, allowing the expansion of
its U.S. client base. MetLife chose to divest in response to
the looming DOL Fiduciary rule.
Insurance activity remains high
U.S. insurance deal volume had been steadily increasing
since 2013. While volume remains high in 1H 2016, it has
declined compared to the same period in 2015. Announced
deal values in 1H 2016 were nowhere close to the record
levels seen in 2015.
Highlights of 1H 2016 deal activity
Optimize Deals
US Insurance
Deals Insights
1H 2016 update 2
Month
Announced
Target Name Acquirer Name Sector
Value ($
in Mn)
% of
Total
2/24/2016 Swett & Crawford Group Inc. BB&T Corporation P&C Brokerage 500 20.6%
4/13/2016 CIFG Holding, Inc. Assured Guaranty Corp. P&C 451 18.6%
1/25/2016
Century-National Insurance Company / Western
General Agency Inc.
National General Holdings Corporation P&C 318 13.1%
2/29/2016 MetLife Premier Client Group Massachusetts Mutual Life Insurance Co. Life Brokerage 300 12.4%
3/16/2016 Northern Homelands Company Hartford Fire Insurance Company P&C 170 7.0%
Top 5 deal value 1,739 71.8%
Total disclosed deal value 2,422
Top 5 US Insurance Deals Announced 1H 2016 (by value)
Source: S&P Global Market Intelligence, Excludes Managed Care
Property & Casualty Insurance
Price to Tangible Book
Life Insurance
Price to Tangible Book
Insurance Brokers
Enterprise Value to EBITDA
Trading multiples in the three sectors have remained relatively stable from 2H 2015 to 1H 2016. However, for life insurance
companies, multiples decreased in 1H 2016.
Source: Capital IQ, Inc. 1H multiples as of June 30 and 2H multiples as of December 31.
Graphs illustrate the median multiples of the top constituents of each sector (20 companies for P&C insurance, 20 companies for life insurance and 5 companies for
insurance brokers) based on market capitalization as of June 30, 2016.
1.43x
1.55x
1.42x
1.53x
1.49x
1.4x
1.4x
1.5x
1.5x
1.6x
1.6x
1H 2014 2H 2014 1H 2015 2H 2015 1H 2016
2014 20162015
1.80x
1.93x 1.95x
1.83x
1.53x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
1H 2014 2H 2014 1H 2015 2H 2015 1H 2016
2014 20162015
12.04x
11.65x
12.12x
11.61x
12.73x
8.0x
9.0x
10.0x
11.0x
12.0x
13.0x
14.0x
15.0x
1H 2014 2H 2014 1H 2015 2H 2015 1H 2016
2014 20162015

3. Optimize deals
Sub-sectors highlights
• The persistent low interest rate environment has weighed
on life insurers’ investment portfolios. Furthermore, the
unprecedented U.K. vote to break away from the
European Union increased the volatility of both the U.S.
dollar and Euro value relative to the pound, and
decreased the likelihood of near term rate increases by
the Fed. Last year, major deals involved the largest
Chinese and Japanese life insurers venturing out of their
home markets. While Asian investors still have an active
interest in expanding, regulatory uncertainty remains for
Chinese buyers pending the resolution of the announced
Fidelity & Guaranty Life acquisition.
• We expect momentum to pick up from small to medium
size companies as they are focused on building much-
needed scale and the need to comply with enhanced
regulations.
• The insurance broker segment continues to be the most
active in terms of deal volume. This year we have seen
the five most active regional brokers to be Hub
International, AssuredPartners, Inc., Arthur J. Gallagher
& Co., Confie Seguros California, Inc., and Acrisure, LLC.
5%
8%
87%
Life P&C Broker
21%
48%
30%
Source: S&P Global Market Intelligence
Sub-sector deals by volume and value
Conclusion and outlook
We expect activity to intensify for the remaining part of the
year as insurers are focused on the disruption to their
businesses due to technology, adapting to an evolving
regulatory landscape, and an uncertain macroeconomic
environment.
• Technology: According to the 2016 PwC Global FinTech
Survey, 21% of insurance business is at risk of being lost to
standalone InsureTech companies within five years. The
rise of shared mobility, “gig” economy, robotics, and
sensors are disrupting several areas of insurance.
Incumbents have been responding by direct investment in
start-ups or forming joint ventures to stay competitive.
Recent examples include ACE’s investment in CoverHound
and Marsh’s acquisition of Dovetail Insurance.
• Macroeconomic environment: The global market
volatility, persistent low interest rates, and the uncertainty
around Brexit continue to constrain insurers’ revenues and
profitability. Life insurers have used both divestitures and
acquisitions to manage the damaging impacts of the low-
return environment and transform their business models.
Renewed interest in diversifying asset management
capabilities by way of acquisitions.
• Regulatory environment & shareholder activism:
Increased scrutiny and uncertainty have heavily influenced
insurers’ business models and strategies, forcing many to
exit businesses. The recent DOL Fiduciary Rule continues
to be an obstacle for life/annuity insurers as it can cause
insurers that use exclusive agents to evaluate their product
offerings and firm structure. Recent examples include
MetLife shedding its U.S. adviser unit to Massachusetts
Mutual Life Insurance Co. and AIG selling its Advisor
Group to Lightyear Capital and PSP Investments. AIG
continues to simplify their organization, in part due to the
aggressive stance from activist investor Carl Icahn.
• Foreign entrants: Asian insurers, specifically Japanese
insurers looking for growth and Chinese insurers seeking
diversification, have a continued interest in U.S. and
European insurers.
• Private equity/Hedge Funds/Family Offices: Non-
traditional firms have maintained strong interest in runoff
long tail liabilities. They have expanded beyond insurance
brokers and the annuities business to include other sectors
within insurance, including managing general agents.
1H 2016 Volume 1H 2016 Value
232
$2.4 B
Optimize Deals
US Insurance
Deals Insights
1H 2016 update 3
Key trends and insights

4. Optimize dealsFor a deeper discussion on deal
considerations, please contact one of our
practice leaders or your local Deals
partner:
John Marra
Partner, Insurance Deals Leader
+1 646 471 5970
john.p.marra@pwc.com
Denise Cutrone
Partner, Transaction Services
+1 678 419 1990
denise.cutrone@pwc.com
Leslie G. Fenton
Managing Director
PricewaterhouseCoopers Corporate Finance LLC
+1 312 298 5866
leslie.g.fenton@us.pwc.com
Nisha Sheth
Principal, Transaction Services
+1 646 471 2164
nisha.sheth@pwc.com
Authors:
Mark Friedman
Director, Transaction Services
+1 646 471 7382
mark.friedman@pwc.com
Christopher Gaskin
Director, Transaction Services
+1 312 298 3343
christopher.gaskin@pwc.com
Ritendra Roy
Director
PricewaterhouseCoopers Corporate Finance LLC
+1 646 471 8140
ritendra.roy@us.pwc.com
Smart deal makers are perceptive enough to see value others have missed, flexible
enough to adjust for the unexpected, aggressive enough to win favorable terms in a
competitive environment, and circumspect enough to envision the challenges they
will face from the moment the contract is signed. But in a business environment where
information can quickly overwhelm, the smartest deal makers look to experienced
advisors to help them fashion a deal that works.
PwC’s Deals group can advise insurance companies and insurance-focused private
equity firms on key M&A decisions, from identifying acquisition or divestiture
candidates and performing detailed buy-side diligence, to developing strategies for
capturing post-deal profits and exiting a deal through a sale, carve-out, or IPO.
With more than 9,800 deals professionals in 75 countries, we can deploy seasoned
teams that combine deep insurance sector skills with local market knowledge
virtually anywhere and everywhere your company operates or executes transactions.
Although every deal is unique, most will benefit from the broad experience we bring
to delivering strategic M&A advice, due diligence, transaction structuring, M&A tax,
merger integration, valuation, and post-deal services.
In short, we offer integrated solutions, tailored to your particular deal situation and
designed to help you extract peak value within your risk profile. Whether your focus is
deploying capital through an acquisition or joint venture, raising capital through an
IPO or private placement, or harvesting an investment through the divesture process,
we can help.
For more information about M&A and related services in the insurance sector, please
visit http://www.pwc.com/optimizedeals or
http://www.pwc.com/us/en/insurance.
About the data
The information presented in this report is an analysis of deals in the insurance industry
(excluding managed care) where the target company, the target ultimate parent company
was located in the United States of America. Deal information was sourced from S&P
Global Market Intelligence and includes deals for which targets are: Insurance underwriter
and insurance broker (multiline, property & casualty, life & health, title, mortgage
guaranty, and financial guaranty). Certain adjustments have been made to the information
to exclude transactions which are not specific to the sector or incorporate relevant
transactions that were omitted from the indicated mid industry codes.
This analysis includes all individual mergers, acquisitions, and divestitures for disclosed or
undisclosed values, leveraged buyouts, privatizations, and acquisitions announced between
January 1, 2014 and June 30, 2016, with a deal status of completion, definitive agreement,
or nonbinding letter of intent.
Percentages and values are rounded to the nearest whole number which may result in
minor differences when summing totals.
© 2016 PwC. All rights reserved. “PwC” and “PwC US” refer to PricewaterhouseCoopers LLP, a Delaware limited
liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of
which is a separate legal entity. This document is for general information purposes only, and should not be used as a
substitute for consultation with professional advisors 148535-2016 vc
About PwC’s
Deals Practice
Contributions made by Sonu Balwani.