A better business worldHow EY can help you get there

2015

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About EY 3

Our vision 5

Our lines of business 8

Advisory 9

Assurance 12

Tax 14

Transaction Advisory Services 20

Our investment in diversity and quality 22

Contact 24

Contents

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About EYEY is a global leader in advisory, assurance, tax and transaction services. Our 210,000 people are united by our shared values, which inspire our people worldwide and guide them to do the right thing, and our commitment to quality, which is embedded in who we are and everything we do.

The member firms of the global EY organization are separate legal entities that help companies in businesses across a range of industries — from emerging growth companies to global powerhouses — deal with a broad range of business issues. Our people around the globe pursue the highest levels of integrity, quality and professionalism to provide clients with a broad array of services relating to audit, advisory, tax and transactions.

Ernst & Young LLP has 5,000 professionals based in 13 offices across Canada who provide audit, tax, advisory and transaction advisory services to a range of industries, including power and utilities, industrial products, consumer products, media and entertainment, the public sector, oil and gas, manufacturing, real estate, technology, financial services, life sciences, healthcare, hospitality, software and telecommunications.

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A global organization: we are 190,000 people based in over 700 offices in more than 150 countries, organized into 28 Regions and four AreasOur investment in this globally integrated organization was designed with one thing in mind — to better serve our clients

Benefits of EY’s global reach

► Access to the best resources, knowledge and insights, including leading practices and lessons learned worldwide

► Adoption of consistent processes across all markets► Efficient coordination of global activities and

communications► Seamless and effective integration with appropriate

enabling functions and business units► Accountability► Improved accuracy► Economies of scale

► Consistent methodology applied globally by our professionals in all geographies:► Globally consistent and seamless services

delivered by local delivery teams► Specific local conditions or regulations known

and shared with you by local delivery team► No language barriers as a result of local

resources► Improved project risk management► Dedicated EY services teams available in all

major geographies

► Regional client service professionals with delivery team in each of the core markets:► Knowledge of market challenges and local

regulatory landscape► Relationships to local teams► Ability to provide insights and support to local

teams► Clear accountability and reporting structures

► Consistent communication globally► Country and engagement- specific insights

Europe,Middle East,

India and Africa (EMEIA)

Americas

Japan

Asia-Pacific

EY member firm presence

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Our Vision

The world is changing and will continue to do so. We are seeing huge developments in globalization, demographics, technology, regulation and the competitive landscape.

At EY, we understand the challenges this can present, but more so, we see anopportunity to help the world work better. That is precisely the purpose that thepeople of EY are committed to.

We believe, and research shows, the power of purpose can drive greater success for our people, our clients and our communities. At EY, we understand our obligation to look beyond our self-interest and engage with the world.

The insights and quality services we deliver help build trust and confidence in the capital markets and in economies throughout the world. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In doing so, we play a critical role in building a better working world for our people, our clients and our communities.

We’re committed to helping change the world so that:► Trust increases► Capital markets are strong► Investors make informed decisions► Businesses grow sustainably► Employment rises► Consumers spend► Governments invest in their citizens► Talent is developed► Collaboration is encouragedThe increased globalization over the past generation has meant painful changes for some, yet has brought great opportunity to many more. EY leaders and professionals have been speaking with preeminent thinkers about how the world is changing and where we see our place in it. From this, we have created what we call Vision 2020, plans that define our purpose and strategy for the years ahead. To achieve Vision 2020, we will be making some changes while maintaining our unwavering commitment to quality. We believe these improvements will transform our organization as we aim to set the pace for how the profession should serve our clients and the public interest with greater relevancy, transparency and professionalism.

In North America, we► Contribute to the critical functioning of the world’s capital markets, providing

accurate, timely and transparent information► Assist our clients to improve and grow, leading to higher living standards and

more opportunities for growing local economies► Help entrepreneurs, who are key to economic health, bring their products and

ideas to market through the Entrepreneur Of The Year™ program► Are an incubator when it comes to developing leaders who have successful

careers at EY and go on to other roles in industry, government and academia► Give back to the local communities in which we live and serve through

individual and collective initiatives

A shared agendaWe realize we won’t achieve our purpose alone.

But by better understanding your world, we are most effectively able to tailorour insights and investments to meet your needs. Then we are best positionedto focus on the shared agenda and how we can move forward together, toward a brighter future.

EY is committed to doing its part in building a better working world.

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Our purpose

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Building a better working world is what EY has been doing for more than 150 years. Running through our organization is a strong sense of obligation to serve a number of different stakeholders who count on us to deliver quality and excellence in everything we do. We want to use our global reach and scale to convene the conversation about the challenges facing economies and the capital markets.

When business works better, the world works better.

How do we build a better working world?

We start with the world that matters most to you.

The world of your business, your customers, your career, your community, your family.

The things that affect you and the things you affect.

One step at a time.Because when business works better, the world works better.

How do we help to create better?

By inspiring trust in the capital markets and helping to keep them flowing.

By working with governments and business to foster sustainable long-term growth.

Enduring growth.

By encouraging the development of the people who are — and will be — the builders, the visionaries, the achievers.

We’re making it our purpose to help build a better working world

Starting with yours.

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Our valuesWho we are

People who demonstrate integrity, respect, and teaming. People with energy, enthusiasm, and the courage to lead. People who build relationships based on doing the right thing.Our values define who we are. They are the fundamental beliefs of our global organization. They guide our actions and behavior. They influence the way we work with each other - and the way we serve our clients and engage with our communities.Every day, each one of us makes choices and decisions that directly affect the way we experience each other and the way our clients and wider communities experience us. Our values give us confidence that we are using the same principles to help us make these decisions throughout our global organization.

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Our lines of business

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Advisory

Who we areAdvising with a new perspective — an approach that makesa difference

The business world has changed dramatically and permanently — and the ground continues to shift under the feet of today’s executives. Outside forces that used to be intermittent are here to stay. Capital moving west to east, customers communicating with you and each other — globally, unexpected innovation, increasing regulation, a rising need for security and greater demand for transparency. And, of course, digitization and the proliferation of data.

These forces are making companies think about and organize their business performance efforts in more proactive and structured ways.

How we workWe help drive your business performance

We help clients find ways to respond to these forces that will help them assess and protect their businesses, grow revenues and optimize processes. And we do this through a sharp focus on leadership, alignment, execution and adoption.

Organizations need to find new ways to innovate — anddo it quickly.

Organizations need to find new ways to innovate — and do it quickly.How do you deliver year-on-year growth?Against a backdrop of change, markets continue to expect sustained, year-on-year growth. To reach its potential, your organization must continuously improve its performance — and sustain that improvement. We have professionals who can help you meet these challenges.

We can help you deliver measurable and sustainable improvement in the performance of your business by focusing on the areas of strategy, finance, customers and supply chain

Strategy performance improvement servicesIn an effort not only to survive but to thrive in today’s challenging marketplace, companies across industry sectors worldwide are constantly faced with difficult strategic decisions. EY can assist you in addressing these strategic challenges and embedding proven approaches in your organization to achieve and sustain targeted results.

Specifically, we can help you to:► Challenge conventional wisdom with breakthrough innovation strategies to

drive growth, differentiation and customer intimacy, whether with new products and services, business models and/or digital assets

► Determine where to play, invest and win organically with products and services, global market expansion, customers and channels, applying corporate and strategic business-unit strategy

► Execute strategy to exceed short-term and long-term goals and fund investments for growth with the optimal operating model, enterprise transformation, benefits realization, enterprise profit improvement and/orpost- merger integration/synergies optimization

FinanceVolatility, a more competitive landscape and changing consumer behaviors are fundamentally changing how organizations go to market. The business has had to evolve, shifting its priorities to meet an altered market landscape.Finance needs to do the same if it expects to keep its seat at the table.

Drawing on our experience and a multidisciplinary approach,we can help you with:► Transforming your finance operating model► Designing and managing outsourcing, offshoring and shared service center

arrangementsSharpening your performance management framework

► Designing and implementing financial systems► Conceiving and implementing enterprise cost management systems

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CustomersCustomers continue to keep a careful watch on their money and what they purchase with it. To remain competitive, your organization needs to attract, retain and grow its most valuable customer relationships.

Our teams of professionals can work with you to:► Develop and deploy your market and customer strategy► Develop and help implement insightful customer analytics that allow you to

understand and anticipate customer needs► Develop pricing, promotion, channel and product strategies that improve your

margin and increase your profits► Improve customer service management► Improve marketing and sales performance► Streamline and accelerate your collections processes

RiskFrom increased regulatory scrutiny to the financial crisis, recent events have fundamentally shifted how organizations think about risk.

Many organizations have invested heavily in personnel, processes and technology to better manage their risk. But these investments often do not address the more strategic business risk areas.

To successfully turn risk into results, you need to become more effective at managing scarce resources, making better decisions and reducing your organization’s exposure to negative events.

Whether we’re assisting a business with internal audit, internal controls or an enterprise-wide issue, we start by helping organizations answer some key questions, such as:

Supply chainYou’ve done a lot to squeeze as much cost from your supply chain as you can. Yet, to meet shareholder demands, finance executives are constantly expecting you to improve the performance of your supply chain to deliver reduced cost, increased revenue and enhanced shareholder and customer value. We can help with your strategy through your execution to:► Provide insight into the health of supply chains by using a robust set of data

analytics

► Transform global supply chains through a cross-disciplinary approach spanning operations, tax and risk

► Review, improve and assess the risk of procurement functions to realize long-term, sustainable benefits

► Improve supply chains and infrastructure in emerging markets as a powerful catalyst to secure new market share and drive revenue growth

► Integrate environmental, sustainable and low-carbon aspects into end-to-end supply chains

► Provide sector-specific supply chain insights with our experienced industry supply chain professionals

1. What are your key risks and how are they being managed?2. Do you have overlapping risk functions or gaps in coverage?3. Have you optimized the use of technology?

We can help with your strategy through your execution to:► Enhance your risk strategy► Embed risk management► Improve risk management functions► Improve controls and processes► Enhance communication to achieve stakeholder confidence

Performance technologyNew, disruptive technologies — from cloud computing to big data and analytics to mobility and social media — are fundamentally changing how organizations sell products and services, interact with their customers, innovate and compete. We can help you use these disruptive technologies to drive business performance. We do this by focusing on technology transformation, enterprise intelligence, enabling technologies and technology risk and security.

IT transformationFrom where you are now to where you want to be, we can help you to:► Develop an IT strategy that aligns IT objectives with those of the business► Create an architecture design to align business and technology models► Implement sourcing approaches to improve flexibility and efficiency► Improve the performance of end-to-end processes and infrastructure► Introduce horizon technologies that change business and IT models

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Enterprise intelligenceWith enterprise intelligence, we can create a whole picture of your organization’s landscape. We can help you to:► Develop an information strategy to manage the information needed to

execute business strategy► Develop risk and performance analytics to analyze process and

business performance, identify opportunities for improvement and manage risk

► Use business intelligence to build repeatable solutions that can predict business performance

► Employ enterprise performance management to integrate strategic execution, planning and reporting

Enabling technologiesBy implementing enabling technologies, we can help you to:► Implement business architecture prototyping and visioning► Use ERP and optimization to extract value from existing investments► Initiate a finance transformation that focuses on regulation, efficiency

and risk► Undertake a supply chain transformation that focuses on improvements

in procurement and operations planning

Technology risk and securityDrawing on our in-depth technical and IT-related risk management knowledge, we can help you to:► Assess and manage security programs► Use governance, risk and control technology to design and implement

controls► Manage program risk► Provide independent internal and external IT assurance for management

and service organizations.

Other key areas of focusUnderpinning our performance improvement capabilities are our strengths and skills in day-to-day operations, management and strategic decision-making. These skills are concentrated in the three supporting areas of:► Strategic direction► People and organizational change► Program management

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Assurance

Assurance professionals provide confidence about the validity of financial statements, business-critical information or processes to companies, investors and regulators. Assurance skills are not limited to audit or finance. Assurance professionals also help clients make informed decisions about monitoring and reporting on environmental policies, governance and management systems and fraud investigation

Accounting Compliance and Reporting (ACR)Accounting Compliance and Reporting (ACR) services are designed to assist the client (or more specifically, its entities in countries around the world) with the preparation of statutory financial statements or other financial information prepared according to the local financial reporting framework (statutory reporting). In many cases, the client also requests EY’s support to create the accounting information that is the basis for statutory reporting (supporting the financial statement close process) as an ancillary service. In this way, our ACR practice helps multinational companies that seek to use an outside provider in order to report their financial performance in multiple jurisdictions.

ACR services are delivered by Assurance professionals to Channel 2 clients. These services can be part of multi- country, Global Compliance and Reporting (GCR) services that are delivered in joint cooperation with our Business Tax Compliance practice when we provide compliance services on a worldwide basis.

The four primary categories of ACR services include:► Supporting the financial statement close process: assisting with the

preparation of the final trial balance (from which statutory financial statements or other financial information may be prepared, including the information needed for the tax compliance work), starting with either the entity’s underlying accounting records or a preliminary trial balance

► Statutory reporting: assisting with the preparation of statutory financial statements or other financial information, which may comprise a complete set of financial statements or, as required, less comprehensive financial information based on local requirements (for example, a balance sheet and income statement with notes, but excluding the other statements that comprise a complete set of financial statements). Our statutory reporting service may also include assisting with the preparation of a group reporting package in accordance with the local financial reporting framework

► Bookkeeping: assisting with maintaining the accounting records for the entity in the local or group financial reporting framework (e.g., IFRS). Bookkeeping is typically not delivered as a stand- alone service. Rather, it is generally delivered as an ancillary service as part of a larger engagement with the core services of supporting the financial statement close process or statutory reporting. The bookkeeping service does not include having authority over the client’s bank accounts or client funds

► Payroll accounting and operations: administering the payroll processes, including the preparation of a payroll register or calculations of amounts to be used in the preparation of the payroll register, but excludes control over client funds. This service includes related withholding tax and Social Security form preparation and filing

To be clear, ACR is not the same as conducting a statutory audit. Rather, ACR services help clients to prepare financial statements used in the audit process.

Climate Change and Sustainability Services (CCaSS)Climate change and sustainability are core business issues opening up opportunities to increase revenue and lower costs — but they also bring new risks. Along with Advisory, Tax and TAS, Climate Change and Sustainability Services (CCaSS) helps clients to identify how sustainability can drive competitive advantage, increase operational efficiency and lower risk. No matter where a company is on its sustainability journey, CCaSS is ready to provide the right advisory, pre-assurance and assurance services. At EY, CCaSS consists of a network of 700+ professionals from Assurance, Tax, Advisory and TAS who bring multidisciplinary skills and deep experience in engineering, supply chain, law, environment, health and safety, and other technical areas. CCaSS has been active in independent environmental assurance since 1992 and central to the development of independent assurance standards and reporting practices both in terms of the methodologies used and the standards applied. CCaSS provides the following services:► Services overview► GHG assurance*► Sustainability report assurance*► Sustainability reporting advisory► Pre-assurance► Carbon footprinting► Benchmarking► Maturity diagnostic► Environment, health and safety *Requires independence

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External AuditIn Assurance, our audit reports on the fairness with which the audited financial statements present, in all material respects, financial position, results of operations and cash flows in conformity with the applicable financial reporting framework. Audited financial statements are typically used by third parties such as the investing public, regulators and financial institutions. The objective of an audit of financial statements is to enable the auditor to express an opinion as to whether the financial statements present fairly, in all material respects, the company’s financial position and the results of its operations and cash flows in accordance with generally accepted accounting principles (GAAP).

Regulators and standard-setters on the accounting and auditing profession are the Financial Accounting Standards Board (FASB), Governmental Accounting Standards Board (GASB), Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB) and the American Institute of Certified Public Accountants (AICPA).

Financial Accounting Advisory Services (FAAS)EY’s Financial Accounting Advisory Services (FAAS) professionals translate complex accounting and financial reporting issues into practical solutions that our clients can use to successfully operate in today’s global economy. By serving as trusted business advisors, FAAS professionals assist clients that are experiencing change that impacts financial reporting and the finance function. These changes are often driven by regulatory reform, transactions or internal transformational activities and lead to complex accounting and reporting challenges. The role of the FAAS professional is to identify these changes, help our clients understand the issues, evaluate their options and effect sustainable change by coordinating technical and advisory resources from across EY. While FAAS serves as an advisory extension of Assurance, primarily assisting Channel 2 clients, FAAS professionals are also available to assist audit teams. FAAS can help provide insights to our audit clients to help them understand the effect of strategic initiatives, such as conversations, accounting change/policy review, transactions and commodities markets, on their finance and accounting function.

Fraud Investigation & Dispute Services (FIDS)FIDS professionals investigate alleged misconduct, measure the financial implications of disputes and help organizations find ways to manage risk. Our FIDS professionals include trained fraud examiners, forensic accountants and electronic data analysts. They investigate unusual financial activity, perform electronic evidence discovery and review financial reports. Their knowledge comes from a range of experience dealing with matters of accounting malpractice, anticorruption and regulatory compliance.

FIDS focuses primarily on these core services:

► Fraud and investigations► Dispute services► Forensic technology and discovery services► Anti-fraud services► Corporate compliance► Insurance claims► Government contract servicesFIDS professionals in these core services perform work related to internal investigations, the Foreign Corrupt Practices Act, accounting restatements, electronic evidence, complex insurance claims and expert witness testimony. They interact with companies’ general counsel, chief compliance officers, risk managers, treasurers, CFOs and outside counsel at law firms. FIDS services are provided primarily to Channel 2 clients although some services are permitted for Channel 1 clients as well.

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TaxBusiness tax servicesBusiness tax services are designed to meet your business tax compliance and advisory needs, wherever in the world you’re located. Approximately 14,000 of EY’s tax professionals draw on their diverse perspectives and skills to provide you with seamless global planning, financial accounting and tax compliance, along with effective relationships with the tax authorities.Our holistic approach helps you assess, improve and monitor your tax function’s processes, controls and risk management. Our talented people, consistent global methodologies and unwavering commitment to quality service give you all you need to build the strong compliance and reporting foundations and sustainable tax strategies that help your business achieve its ambitions.

► Global compliance and reporting► Global services► US income tax compliance► Accounting compliance and reporting► Annuity tax accounting calculations

► Business tax advisory► Tax accounting and risk advisory services

► Tax accounting advisory► Tax accounting services for audit clients

► Tax policy and controversy► Quantitative services

► Research and development incentives► Domestic cash tax advisory► Information reporting and withholding

► Tax performance advisory► Personal tax services

► Personal tax advisory► Personal tax compliance

Indirect tax servicesIndirect taxes affect the supply chain and the financial system. Our network of indirect tax professionals combines technical knowledge with industry understanding and access to technologically advanced tools and methodologies. We identify risk areas and sustainable planning opportunities for indirect taxes throughout the tax life cycle, helping you meet your compliance obligations and your business goals around the world.

► Credits and incentives► Sales and use tax► Property tax► Value added tax (VAT) and customs

► Customs and international trade advisory► VAT/goods and services tax (GST)/sales tax advisory► VAT/GST/sales tax compliance

We can support full or partial VAT compliance outsourcing, help identify the right partial exemption method and review accounting systems. Our customs and international trade teams help you manage customs declarations, audit and review product classifications and evaluate import/export documentation. We can give you the perspective and support you need to manage indirect taxes effectively.

International tax servicesOur international tax professionals assist clients with cross-border tax structuring, planning, reporting and risk management. We work with you to build proactive and truly integrated global tax strategies that address tax risks and achieve sustainable growth.

Our integrated global network of international tax professionals can help you manage your business tax burden by uncovering opportunities, managing global tax risks and meeting cross-border reporting obligations.

We also maintain a network of “tax desks” that provide deep knowledge of tax-specific issues. This network consists of senior tax professionals around the world who have in-depth knowledge of tax laws, regulations and ways of doing business in their areas. Through the combination of local professionals and our tax desk network, we can provide real-time advice to our clients on the tax ramifications of business decisions, as well as develop tax planning strategies that are responsive to your immediate needs.

Our market-leading Foreign Tax Desk network — teams of highly experienced professionals from multiple countries — has revolutionized the way we provide international tax services to our clients.

► Transfer pricing► Transfer pricing advisory► Transfer pricing documentation

► Tax-Effective Supply Chain Management (TESCM)► Tax structuring, planning and compliance around cross- border

business transformations► Cross-border corporate income tax advisory

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Business Tax Incentives and indirect tax recoveryIn the wake of the global downturn, the regulatory environment around tax has become increasingly challenging. Governments looking to boost depleted revenues are paying greater attention than ever to business tax and other tax incentive program such the Scientific Research & Experimental Research programs (SR&ED). As such, audits are increasing in significance, intrusiveness and scope.

Today’s uncertain world requires a holistic approach to building a successful tax function. A comprehensive approach builds a strong reporting foundation and facilitates planning and growth. It helps you develop tax strategies aligned with your business. It lets you meet today’s business goals, while laying the groundwork for tomorrow’s success.

To support this holistic approach, you’ll need networked teams to advice on planning, compliance and reporting, and maintaining effective tax authority relationships. Our professionals bring technical knowledge, practical experience and consistent methodologies to your business.

We aim to build up your financial strength by offering tailored approaches, putting in place tax-efficient structures and actively helping you to handle tax opportunities and business tax incentives, and manage risks in the following areas:

Our dedicated tax recovery professionals use proven technology and process methodology to help you achieve your goals. Experienced tax recovery professionals will analyze your private business data and produce reports that will assist in writing up technical SR&ED projects, identifying overpayments and unclaimed tax.

We could also add to the scope in some circumstances and include GST/HST Analysis, QST/PST Paid Analysis, Non-Indirect Tax Purchases/Sales, VAT/Indirect Tax Analysis by Country, Analysis by General Ledger Code, Tax Point Analysis, Tax Code Analysis, Cross Casting Errors, Missing Tax Code and/or Missing Net Amount. These can add up to significant amount of overpaid tax which we can help you recover in your next monthly reporting cycle and on a success-fee based.

Has your company been experiencing any of the following tax concerns?

1. Limited internal resources dedicated to SR&ED or Canadian indirect tax (GST/HST, QST and PST);

2. Audits increasing in significance, intrusiveness and scope;

3. Competing priorities relative to the technical resources required to manage the SR&ED and indirect tax function;

4. Accounting staff unfamiliar with CRA, new vendors and unaware that tax is being charged or is not clearly identified;

5. Staff unfamiliar with CRA’s new Audit procedures and strict contemporaneous documentation requirements;

6. Complexity of legislative tax changes that result in potential and increased risk and intrusive audits;

7. Internal resources unable to implement system changes in a timely fashion to reflect current tax changes;

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SR&EDOur team has extensive experience helping private companies proactively manage their SR&ED requirements. Our Canadian group comprises 60 professional engineers and tax specialist who are dedicated to the recovery of SR&ED credits. We strive to fully understand your unique private business requirements and design our project scope accordingly.

SR&ED tax credits can represent on a cash basis in excess of 60% of eligible R&D expenditures (for private companies), consisting mostly of wages, contractor invoice and material used and consumed. Public companies are entitled to a lesser tax credit (21%) in the form of a tax-offset.

Our knowledge of the law, policies and industry-leading practices allows us to work with you to focus on the areas of greatest opportunity. Our review process is not completed until we’ve helped you identify the tax issues, refunds and claims that you’re seeking for your company.

We support you by sharing tax knowledge, system planning and process improvement opportunities. In addition, our private company clients have access to various EY technical and learning resources, such as our indirect tax newsletters and training workshops. We thrive in surpassing our client’s expectation because our dedicated professionals distinguish themselves through unparalleled insightfulness, responsiveness and connectedness.

Capital Asset Review Classifying assets for income tax purposes can have a significant impact on your tax payable and cash flow. EY is the only firm in Canada with a dedicated team of tax professionals and engineers that can provide your company a detailed review of capitalization and tax classification policies and practices for capital expenditures. After reviewing schematics of your buildings, we present you with an opportunity identification report that outlines assets that are eligible for accelerated capital cost allowance, and immediately deductible costs. These savings can represent 2% to 4% of your gross capital expenditures and these savings are recurring.

Local team, global reachWith a global economy becoming intertwined and complex, EY can support you with your tax issues through the various stages of your growth, here in Canada and abroad. We work to assemble the right team to serve your needs locally. And when your business goes beyond our borders, so do we, helping you take advantages of other country-specific tax incentives.

The time has come to reframe strategic choices and relentlessly execute for short-term results and long term growth. We strongly believe in the power of entrepreneurship and innovation, vital forces that constantly reshape Canada’s economy. Our team in Canada comprises of almost 5,000 professionals. We’ve helped many of the world’s most dynamic and ambitious companies grow into market leaders. If you want to become a market leader, why not consider getting advice from one? Whether working with large, international mid-cap companies, family-owned businesses and SME’s, we draw on our extensive global power, experience, insight and global resources to help companies and business owners minimize tax and optimize their potential.

Our global professionals have the knowledge to help you challenge and disrupt entrenched ways of thinking. Whether you want to improve financial reporting, defer or reduce taxes, take advantage of tax incentive programs, we have the skills you need to succeed.

Other Programs and resources► EY Entrepreneur Of The Year® Awards Since 1994, we’ve celebrated the

success of Canada’s game-changing entrepreneurs with the EY Entrepreneur Of The Year Awards. Today, the program spans more than 140 cities in 50 countries, which together represent more than 90% of the global economy. The ultimate world Entrepreneur of the Year is chosen every June in Monaco.

 ► Growing Beyond Global growth is the business issue of today. In Growing

Beyond – How High Performers are Competing for Growth in Difficult Times, we look at how high-performing companies seek to secure long-term success in today's difficult market. It explores how improved performance in relation to growth drivers – customer reach, operational agility, cost competitiveness and stakeholder confidence – is propelling high performers to enter new markets, develop new products and adopt new approaches to talent management.

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 ► Igniting Innovation How hot companies are fuelling growth from within.

EY’s white paper delves into why entrepreneurial thinking is key to creating greater growth, continuous innovation and competitive edge. The report is based on our extensive experience working with the world’s leading companies, interviews with business leaders and a global survey of 263 of the world’s best entrepreneurs — all winners of the Entrepreneur Of The Year Awards. Companies large and small will benefit from the advice contained in Igniting innovation.

 ► Strategic Growth Forum® Listed by Forbes.com as one of its seven “get-

ahead executive retreats,” EY’s Strategic Growth Forum, held each November in Palm Springs, California, is one of the most prestigious gatherings of high-growth, market-leading companies. The annual event brings together top entrepreneurs and world-leading CEOs, investors, industry experts and government officials. It regularly attracts more than 1,500 attendees who come to network, learn and hear inspiring stories from some of the world’s most successful business people.

► EY’s guide to going public We are a leader in taking companies from private entity to public enterprise. We know what it takes to be ready for, and ultimately execute, a successful IPO – and what guidance is needed to address the priorities and mitigate the risks. IPO success begins with readiness and we have developed this guide to help companies prepare for the IPO journey and the post-IPO challenges.

 ► Exceptional magazine Exceptional is our award-winning magazine

that gives you insight into the entrepreneurial minds and motivations behind some of the markets’ fastest growing and most successful companies. Released twice a year in January and June, this popular magazine is distributed to nearly 100,000 CEOs, entrepreneurs, and market leaders around the world.

The Next 36: supporting tomorrow’s entrepreneurs

EY is working with some of today’s brightest young entrepreneurs to help them transform business dreams into exceptional realities. These top students comprise The Next 36, a new program we sponsor nationally. Each year, The Next 36 identifies 36 of Canada’s most promising undergraduates and provides them access to a series of life-changing experiences and relationships. The program mixes world-class instruction with real-world challenges. As national partner, EY will contribute financial and in-kind support, including its services, mentorships and networking opportunities.

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The tax life cycle

Top insights on the tax life cycle► The tax life cycle consists of four stages — planning, accounting, compliance and

controversy — with client needs at the center.► It is an account-centric framework for engagement planning and for conducting

client discussions about tax.► It is not a new product or something that we sell to clients. The tax life cycle

provides a holistic model of the client’s tax affairs. It recognizes that planning, accounting, compliance and controversy are not separate issues; they are all interconnected. It helps us provide quality service by linking all of the four elements each time we talk to the client.

► The stages of the tax life cycle are not sequential; there is no defined start or end point, and the different stages may come in any order (e.g., compliance may lead directly to planning). Through its different stages, it addresses tax in the context of the whole business while bringing our specialist services to bear.

► The tax life cycle presents opportunities to grow services by leveraging existing relationships (e.g., by extending an engagement or by connecting to other specialist areas).

► It improves the quality of our client service because it allows us to consider all the relevant aspects (e.g., when talking about planning, by carrying the discussion on to the compliance consequences and the impact on the tax provision).

► The tax life cycle is a simple concept that resonates with clients. We are already using this approach around the world and it is bringing success.

► It is based on the power of “asking one more question” about the tax life cycle when we have tax discussions at any level with our clients.

► It’s how our clients are telling us they want to be served.

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Transaction tax servicesEvery transaction has tax implications, whether it’s an acquisition, disposal, carve-out, refinancing, restructuring or initial public offering. Understanding and planning for these implications can mitigate transaction risk, enhance opportunity and provide crucial negotiation insights.Our Transaction Advisory Services professionals bring together a unique combination of skills, insight and experience to deliver tailored advice attuned to your needs — helping you drive competitive advantage and increased shareholder returns through improved decision-making across all aspects of your capital agenda.► Third-party acquisitions, divestitures and restructuring

► Cross-border and domestic corporate deal advisory► Private equity deal advisory► Restructuring tax services

Human capitalPeople make the difference between success and failure. As your organization grows, getting the right people in the right place when you need them is what gives you a competitive advantage. You not only need to make your people more mobile, you need to make mobility attractive to them – and aligned with your business strategy.

Global organizations need to comply with a complex system of country-specific regulations. Our global mobility teams advise many of the world’s largest global employers, as well as those just venturing into their first foreign country. We know that your top talent is a precious resource, so our performance and reward professionals help you design compensation programs and equity incentives that really engage your key people. And we can help build cost optimization programs to improve your business performance. We help you meet your executive tax compliance obligations, stay on top of regulatory change, manage your global talent effectively and improve your strategic alignment. Let us help your organization achieve its potential by turning complexity into a competitive advantage.

► Assignment services► Expatriate tax compliance and advisory► Global employment tax services► Global business immigration services► International social security► Remuneration and benefits► HR advisory

Foreign Tax DesksEY introduced the Foreign Tax Desk Program more than 20 years ago to give companies the real-time advice they need on tax issues, wherever their operations are based. With more than 250 tax professionals, including income tax and state and local tax professionals, the scope of our Foreign Tax Desk global network is truly leading-class among international tax accounting and consulting firms. This long-standing professional exchange program has revolutionized the way in which international businesses receive international tax advice by gaining immediate access to EY’s global network, innovation, knowledge and implementation capabilities in real time.

After serving a rotation in the United States and Canada, many EY tax leaders return to their home countries to lead their tax practices. The global perspective and knowledge gained from this experience enhances their ability to generate new tax planning ideas for our clients. We are committed to utilizing the knowledge of our Foreign Tax Desk Program, which will enable us to provide more thorough tax compliance and reporting and more relevant, responsive and collaborative tax planning than our competition.

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How organizations manage their capital today will define their competitive position tomorrowEY’s Transaction Advisory Services professionals work with clients to help them make better and more informed decisions about how they strategically manage capital and transactions in a changing world. Today, transactions are global and involve managing opportunities, risks and complexities in multiple jurisdictions.

Our Transaction Advisory Services professionals bring together a unique combination of skills, insight and experience to deliver tailored advice attuned to your needs — helping you drive competitive advantage and increased shareholder returns through improved decision-making across all aspects of your capital agenda.

Transaction Advisory Services

Our Capital Agenda framework can help companies consider their issues and challenges and, more importantly, understand their options so that they can make more informed strategic capital decisions. We work with our clients to evaluate these opportunities, make transactions more efficient and help them achieve their strategic goals.

► Stress and distress — e.g., liquidity issues and turnaround plans

► Customer and supplier analysis► Preserving tax assets and minimizing costs► Refinancing or restructuring debt, equity

and other obligations► Dealing with stakeholder

relationships and pressure► Dispute resolution

► Optimizing asset portfolio► Delivering synergies and

effective integration► Improving working capital and

releasing cash► Optimizing capital structure ► Optimizing tax and corporate

structure

► Acquisitions and alliances► Planning and structuring

transactions to optimize stakeholder return

► Focused due diligence to mitigate risk and drive value

► Asset valuations► Cost- and tax-efficient structures

► Fund-raising (equity and debt): IPO readiness, rights issues, PE, private placement and capital market

► Optimizing funding structures► Asset divestments► Infrastructure projects► Cost- and tax-efficient

structures

The Capital Agenda

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Transaction Advisory Services OverviewOur 10,000 professionals around the world can help you make better and more informed decisions about how to manage capital and transactions strategically in a changing world through services that include:

*Where required by applicable law, certain services are provided by EY member firms that are licensed broker-dealers in their jurisdictions and, in the US, by 21 A better business world: how EY can help you get there and, more importantly, understand their options so that they can make more informed strategic capital decisions. We work with our clients to evaluate these opportunities, make transactions more efficient and help them achieve their strategic goals. Ernst & Young Capital Advisors, LLC, a licensed broker-dealer and member of FINRA, and an affiliate of Ernst & Young LLP.

**Fairness opinions are issued by Ernst & Young Investment Advisors LLP. Ernst & Young Investment Advisors LLP is a registered investment advisor and an affiliate of Ernst & Young LLP.

Divestiture advisory services Operational transaction services Transaction support

► Portfolio and business unit valuation assessment ► Pre-sale financial diligence from a buyer’s view ► Offering memorandum financial information preparation ► Transaction model development ► Data-room support ► Assessment of tax structures ► Form 10 filing and pro forma consideration assistance ► Operational separation assistance ► Financial reporting assistance

► Integration► Assessments of carve-out/stand-alone costs and risks► Synergy assessment and delivery► Day-one readiness assessment and 100-day planning► Operational due diligence► Operational restructuring

► Assessment of sustainable earnings and free cash flow► Analysis of key revenue and cost drivers► Analysis of commitment and contingencies and debt-like

items► Critique of forecast► Identification of balance sheet exposures► Input on closing deal structure► Evaluation of Sarbanes-Oxley Section 404 and C-SOX ► Assessment of operating working capital needs► GAAP and cash accounting differences► Employee benefits diligence

M&A advisory Restructuring* Working capital

► Mergers and acquisitions► Disposals► Management buyouts► Buy-ins, fund-raisings► Initial public offerings► Takeovers► Strategic reviews

► Advice on liquidity management process► Assessment of business plan and strategic alternatives► Advice on alternate debt and equity structures► Advice on pre-bankruptcy and divestiture planning► Evaluation of tax implications

► Release value trapped in current capital accounts (receivables, payables, inventories)

► Advise on process improvements to attain sustainable adjustments in working capital investment

Capital and debt advisory* Valuation and business modeling Transaction real estate

► Assistance with raising debt and equity► Capital structure assessment and advisory► Identification and assistance with implementation of

financing alternatives

► Financial reporting valuations (pre-deal and post-deal), purchase price

► allocation, goodwill and asset impairment, employee stock options, common stock and preferred stock, contingent consideration

► Tax reporting valuations — legal entity restructuring, NOL usage, interest

► expense apportionment, cost segregation, property tax► Complex securities valuations — derivatives, loan

portfolios, structured products (MBS, ABS, CDO, ARS)► Business modeling — analyze and build models for deal

structuring, decision analytics, divestiture and restructuring

► Fairness opinions**

► Market analysis, location assessment, lease reviews► Equity, commercial mortgage, NPL, M&A due diligence

Transaction tax Commercial advisory services

► Tax structuring► Federal, state and international tax risk analyses► Customs, duties, VAT and other indirect tax assessments► Evaluation of significant tax exposures► Identification of post-transaction tax► reduction options

► Analysis of strategic assessments► Corporate strategy assessment► Business portfolio review► Assessment of key customers and suppliers► Commercial diligence

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Focus on diversity

At EY, we have a specific definition of diversity and inclusiveness: Diversity is about differences. Each of us is different, and at EY we value and respect individual differences. Today, we think broadly about differences; they include background, education, gender, ethnicity, nationality, generation, age, working and thinking styles, religious background, sexual orientation, ability and technical skills.

Inclusiveness is about leveraging these differences to achieve better business results. It is about creating an environment where all of our people feel, and are, valued, where they are able to bring their differences to work each day, and where they contribute their personal best in every encounter. 

Exceptional client serviceEY’s purpose is building a better working world. One way we do this is by helping our clients seize opportunities in the evolving economy to realize sustainable economic growth. We can achieve this only if we consistently provide each client with exceptional client service delivered through the highest-performing teams.

Exceptional client service means our people are the most connected, responsive and insightful professionals in the marketplace. This creates a distinctive client experience that makes EY the professional services firm of choice for our clients, stakeholders and communities.► Connected means bringing all of EY to our clients with the right people in the right locations, building trust and

enriching relationships► Responsive means the desire and commitment of every person in EY to be proactive, visible and timely for each

client► Insightful means sharing EY experiences and a point of view tailored to each client, thereby bringing new ideas

and advanced thinking

Our investment in diversityand quality

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QualityQuality is central to our strategy and to the promise we make to our clients — to deliver seamless, consistent, high-quality service worldwide. Our aim is for our work to meet your needs and deliver to you the level of service quality you expect. By “service quality,” we mean meeting stakeholder needs and delivering a superior client experience. What this means to you is that we will define with you not only your precise needs, but also how we can deliver our services to create a superior experience for you and thereby lay the foundation for a solid and continuing relationship.

Assessment of Service QualityWe are committed to continuous service improvement, and we will work with you to develop and improve our services by listening to and acting upon your feedback. One way we track this is through our Assessment of Service Quality (ASQ) process. Our ASQ process is designed to assess and improve service and relationship quality. Through this process, we identify service-quality opportunities and challenges, and co-develop a follow-up action plan with you to facilitate issue resolution and confirm that our services meet or exceed your expectations. During the ASQ process, company management will be asked to provide feedback on the quality of our service.There are three components to the ASQ process:1. Expectations of Service Quality (ESQ) — provides an opportunity for the account team to understand the client’s expectations and agree on what exceptional client service

looks like. 2. Assessment of Service Quality (ASQ) — performed by an objective EY interviewer. The ASQ starts at the point where ESQ discussion ends — with your expectations.

Clients are asked to assess EY’s performance relative to expectations. Based on our performance, each client is asked to provide a point of view on how we can increase our relevance to the client (i.e., how do we go from good to great?).

3. Service Quality Confirmation (SQC) — performed by the global client service partner (GCSP) or the Business Development Executive . This will be a discussion between the GCSP or DDE and the client to communicate and validate our understanding of the impact delivered. Together, we will develop action steps for enhancing our processes and improving our relationships for the future.

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François has over 30 years of professional experience in both the private and public sectors;

François role is to generate new business for the firm’s four service lines: Tax, Assurance (Audit), Transaction Advisory services (M&A) and Advisory - with special emphasis on tax strategies and other tax credit incentives for privately-owned businesses;

He is particularly knowledgeable in the software, food & beverage and manufacturing industries;

He is known for driving solutions to complex issues impacting innovation and R&D;

 

Relevant experience François joined EY Toronto in 2013 following a very

successful, 14 year period at Business Development Bank of Canada (BDC) where he was # 1 producer with BDC Consulting;

François’s experience prior to BDC included a senior export finance role with a global company going through an IPO (Royal Plastics), 12 years taking part in the credit insurance and export finance business at EDC, Gerling and the regulatory space;

François is fully bilingual and hold a B.Sc. in Economics from the Université du Québec à Montréal.

François Viau, B.Sc.Business Development Executive (416) 464 1769 francois.viau@ca.ey.com

EY | Assurance | Tax | Transactions | Advisory

About EYEY 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.

© 2015 Ernst & Young LLP. All Rights Reserved.A member firm of Ernst & Young Global Limited.

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This publication contains information in summary form, current as of the date of publication, and is intended for general guidance only. It should not be regarded as comprehensive or a substitute for professional advice. Before taking any particular course of action, contact Ernst & Young or another professional advisor to discuss these matters in the context of your particular circumstances. We accept no responsibility for any loss or damage occasioned by your reliance on information contained in this publication.

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