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How can M&A dealwith today’s demandswhile activating yourdigital tomorrow?Actively managing the present and anticipatingthe future defines new M&A strategies.Argentina Capital Confidence Barometer | November 2017 | 17th edition

The better the question. The better the answer.The better the world works.

Global Capital Confidence Barometer — 17th edition

Participant profile:

Respondent communityincludes almost 3,000 seniorexecutives surveyed inSeptember and October 2017

Respondents from43 countries, including 30 fromArgentina

Respondents from 14industries

2,650 CEO, CFO and otherC-level executives

About the study

EY’s Global Capital Confidence Barometer is aregular survey of senior executives from largecompanies around the world, conducted byEuromoney Institutional Investor ThoughtLeadership.

The respondent community comprises anindependent panel of senior executives and selectEY clients and contacts.

Our 17th Barometer provides a snapshot of ourfindings, gauges corporate confidence in theeconomic outlook, and identifies boardroomtrends and practices in the way companiesmanage their Capital Agenda.

Produced inassociation with


DigitaltransformationExecutives look to be on the front footin the face of disruption and buildingventure capital models to invest inthe future.

77%take proactive measures to counterthe impact of digital transformationon their business model

46%are developing CVC arms to drivebetter access to new capabilitiesand technologies

Growth andportfolio strategyDealmaking combined with digital at theforefront of boardroom thinking as privateequity rebounds. 33%

of companies expect increasingcompetition for assets fromprivate equity

63%are anticipating the full range ofintegration challenges andopportunities ahead of the deal

Macroeconomicenvironment andM&A outlookIncreasing economic outlook anddealmaking intentions at near-recordlevel.

63%see the local economy asimproving

63%see the M&A market asimproving

70%intend to pursue acquisitions

59%are buying, formingalliances or creating JVswith digital companies toimprove digital capabilities

Argentina key findings

60%see short-term marketstability improving


Macroeconomic environment


Q

Multiple economies contribute to the positive global economic outlook► A stronger-than-expected turnaround in economic activity in the eurozone has boosted expectations for global

economic growth.

► With the economies in China and the United States remaining steady, all the major engines of global activity arenow moving firmly upwards for the first time since the end of the eurozone debt crisis.

What is your perspective on the state of the global economy today?

*GDP growth = same as 2016.

Global Argentina respondents

24%

55%

21%

4%

32%

64%

2%

19%

79%

Declining

Stable*

Improving

17%

56%

27%

3%

49%

48%

3%

40%

57%

Declining

Stable*

Improving

Oct-17 Apr-17 Oct-16

Argentinian respondents are positive on theprospects for the global economy


Q What is your perspective on the state of thelocal economy today?

*GDP growth = same as 2016.

Argentina respondents

20%

37%

43%

15%

30%

55%

0%

37%

63%

Declining

Stable*

Improving

Oct-17Apr-17Oct-16

Majority of Argentinian respondents seedomestic economy as improving

Economic reform continues► The victories in key districts during recent mid-

term elections helps strengthen President Macri’splan for economic changes he says are necessaryto improve the country’s competitiveness andeconomy.

► Over the past two years President Macri hastaken significant steps to liberalize the Argentinianeconomy. His administration lifted capital controls,floated the peso, negotiated debt payments withholdout bond creditors, returned to internationalfinancial markets private and public sectors,removed export controls on some commoditiesand export taxes eliminated or reduced.

► Public-Private Partnership Law to attract long-term infrastructure investments.

► Launch of huge infrastructure program andrenewable energy plan.

► Tax and labor reform discussions taking place.


Please indicate your level of confidence in the following at the global level.

Global


Please indicate your level of confidence in the following at the local level.

Credit availabilityCorporate earnings Short-term market stability Equity valuations/Stock market outlook

Credit availabilityCorporate earnings Short-term market stability Equity valuations/Stock market outlook

Confidence in economic indicators is positive globallyand stable to positive in Argentina

18%

28%

54%

3%

40%

57%

1%

25%

74%

Declining

Stable

Improving

13%

46%

41%

13%

46%

41%

4%

43%

53%

Declining

Stable

Improving

10%

40%

50%

9%

41%

50%

5%

43%

52%

Declining

Stable

Improving

15%

53%

32%

23%

39%

38%

6%

43%

51%

Declining

Stable

Improving

13%

50%

37%

6%

45%

49%

0%

43%

57%

Declining

Stable

Improving

37%

30%

33%

15%

52%

33%

0%

63%

37%

Declining

Stable

Improving

10%

50%

40%

18%

55%

27%

0%

40%

60%

Declining

Stable

Improving

17%

60%

23%

9%

52%

39%

3%

40%

57%

Declining

Stable

Improving

Oct-17Apr-17Oct-16


Growth and portfolio strategy


Q Which of the following will be most prominent on your boardroom thinking during the next six months?

Impact of digital technology and transformation to our business model/threat of digitally enabled competitors

Increasing regulatory or governmental intervention

Identifying opportunities for growth, including M&A, JVs and alliances

Sector blurring/increased competition from companies in other sectors

Shareholder activism, including returning cash to shareholders

Portfolio analysis, including strategic divestment (spin-off/IPO)

Impact of increased economic and political uncertainty

With a keen eye on the future, executives are looking at opportunities and threats in a fast-changing marketplace:

► Digital transformation, growth, portfolio and M&A, increasingly including JVs and alliances, can not be separated inmany companies’ strategies. Balancing the search for growth, with increasing regulations and the identification oflonger-term threats and opportunities, is now part of the corporate DNA.

16%

16%

17%

9%

19%

5%

18%

11%

13%

13%

13%

14%

14%

22%

Argentina Global

Impact of digital, regulations and growth at theforefront of boardroom thinking


Q From where do you see growth within yourcompany over the next 12 months?


Global

55%

23%13% 9%

58%

24%

11% 7%

66%

16%8% 10%

Existingoperations and

products

M&A JVs Alliances

55%

25%

11% 9%

62%

27%

5% 6%

70%

23%

4% 3%

Existingoperations and

products

M&A JVs Alliances

Oct-16Apr-17Oct-17

Argentinian execs focus on organic growth

Increasing focus on organic growth, butsome still looking at inorganic growthopportunities:► The improving local economic landscape will

provide a boost to organic growth in the next 12months with 70% of Argentinian respondentssaying they are focused on existing operationsand products.

► 30% of executives are still looking to M&A, jointventures (JVs) and alliances to provide for growthopportunities.


Activism and inclusive growth strategy


Q

Forward-thinking companies start their integration strategy early► New approaches around big data and analytics can help accelerate the integration process, leveraging data to test

their initial investment thesis.

► Communicating a credible investment strategy early helps not only with creating positive market reaction but alsocommunicating synergies accurately.

In an increasingly complex globalized M&A environment, which key new factor do executives need toconsider when structuring a deal?

Anticipating the full range of integration challenges and opportunities ahead of the deal

Anticipating potential regulatory challenges ahead of the deal

Ensuring you have a broader narrative to engage all stakeholders

Anticipating integration and opportunities aheadof the deal a key factor

22%

45%

33%

7%

30%

63%

Argentina Global


Q Activism is a fixture on corporates’ radar► North America is overwhelmingly seen as the key

target for activist intervention, with the majority ofrespondents expecting the greatest increase inactivism in that region.

► Companies may want to develop a 360-degreeview of shareholder value and its key drivers, aswell as adopt governance practices to addresslikely activist goals.

In the next 12 months, do you expect the numberof companies impacted by shareholder activismto:

In which of the following three geographicregions do you expect to see the greatestincrease in shareholder activism?

Q

Activism continuing to rise globally, and now akey issue for Asia and Europe

57%

23%

20%

43%

26%

31%

North America

Asia

Europe

Argentina Global

13%

80%

7%

40%

51%

9%

Increase

Remain about the same

Decrease/don't know


Dealing with digital disruption


Q How frequently are you reviewing your portfolio ?

10%

33%

30%

27%

0%

22%

20%

26%

29%

3%

Continuously

Every quarter

Every 6 months

Annually

Less than annuallyArgentina Global

Disruption and innovation iscompelling companies to review theirportfolio more regularly

► The majority of Argentinian respondents reviewtheir portfolio more frequently, while more thanone-quarter of executives say they reviewportfolios annually.

► Companies’ need to remain responsive to shiftingconsumer preferences and emerging competitionmakes regular portfolio review vital. Portfoliorebalancing helps free up capital for innovation.

► Real-time assessment of performance and returnhas been enabled by modern analytics.

► Companies that identify emerging trends are bestequipped to readjust their portfolios and recyclecapital to take advantage of new growth areas.

Portfolio and corporate structures are becomingmore fluid


Q What are the key disruptive forces impacting your sector ?

Impact of digital technology and transformation to our business model

Changing customer behaviors


The threat to our business from digitally enabled competitors and start-ups

Business models are being remade across sectors► Disruption has many closely interrelated forces: Technology spurs change in customer behavior, creating pressures

for sector convergence to meet new demands. This in turn opens opportunities for digitally enabled companies toovercome historic barriers to entry, creating new business models and presenting novel options for customers.

► Nearly two-thirds of Argentinian executives, combined, say the impact of digital technology on business model(35%) and threats from digitally enabled competitors (25%) are the key disruptors affecting their sectors.

23%

26%

24%

27%

18%

22%

25%

35%

Argentina Global

Impact of digital technology remains the keysource of sector disruption


Q Being proactive, not reactive, will createthe next generation of winners acrossmany sectors:► Most executives look to be on the front foot in their

response to disruptive forces.► While first-mover advantage can have benefits in

many sectors, it may be that the unrelenting paceof change and innovation requires a moretempered response.

► However, one thing is certain - doing nothing is notan option for companies in any industry.

With regard to these disruptive forces, do youprefer to be proactive or reactive?

Impact of digital technology and transformation to our business model

The threat to our business from digitally enabled competitors & start-ups


Changing customer behaviours

Executives look to be on the front foot in theface of disruption

35%

65%

23%

77%

Reactive

Proactive

46%

54%

50%

50%

Reactive

Proactive

43%

57%

60%

40%

Reactive

Proactive

46%

54%

47%

53%

Reactive

Proactive

ArgentinaGlobal


Talent strategy


Q With regard to digital transformation andresponding to digital innovation, do you planto improve your digital capabilities by:

Forming JVs with/buying digital companies that support our digital andcorporate strategy

Hiring executives with digital expertise from inside or outside our industry

Developing digital capabilities in-house

Companies look at a range of options tosupport their digital strategies:

► The majority of Argentinian executives are buyingand forming JVs to drive digital transformation.

► More than one-third will develop digital capabilitiesin-house.

Executives look to leverage internal and externalexpertise to transform digital capabilities

59%

36%

5%

30%

38%

32%

Argentina Global


Q At a time of increasing automation, which of thefollowing does your organization expect to do inthe next 12 months?Shift skills and talent within our business*

Reskill/train our people to better respond to technology changes

Create new jobs/hire people

Increase use of contingent workers

Reduce workforce numbers

Outsourcing of functions

Balancing technology and people► The majority of Argentinian executives are

positioning their companies to seize the upside ofinevitable forces of disruption:► One-third are shifting skills and talent within the

business.► One-fourth are retraining their people to better

respond to technological change.

► 17% say they are creating new jobs or hiringpeople.

4%

11%

11%

24%

29%

21%

3%

7%

15%

17%

25%

33%

Argentina Global

*Relocate people to other geographies / shift skills and talent within ourbusiness / re-shore activity to use technology rather than offshoredlabor

Technology puts focus on shifting and reskillingstaff


M&A outlook


Q Do you expect your company to actively pursue mergers and acquisitions in the next 12 months?

Argentinaaverage

High levels of dealmaking continue through the near term:► Confidence in local economic indicators and heightened investor expectations are supporting deal making in 2017.

► GDP grew 2.7% q/q in 2Q-17 and 1.6% y/y.

► Reduction of inflation rate.

► New Capital Markets Law was sent to the Congress for discussion.

Dealmaking intentions remain at near recordlevels

42%

23% 23%

10%

28%

56% 55%

42%

33%

75%70%

29%

35%

30%

40%

56%59%

50%

57% 56% 56%

Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17

Average Argentina respondents Global


Q What is your expectation for the global M&Amarket in the next 12 months?


23%

74%

3%

39%

58%

3%

30%

63%

7%

Improving Stable Declining

Oct-17

Apr-17

Oct-16

Overall healthy economic support near-term dealmaking

► Supportive market factors—positive economicindicators and healthy deal pipelines and recordPE dry powder—are likely to propel M&A duringthe coming months.

► 63% of Argentinian respondents now see the localM&A market as improving.

► Smaller, more tactical deals may become moreprominent, as companies reshape their portfoliosto respond to disruptive forces.

Conditions set to underpin sustainable dealmarket

What is your expectation for the local M&Amarket in the next 12 months?

63%

37%

0%

55%

42%

3%

37%

60%

3%

Improving Stable Declining

Oct-17Apr-17Oct-16


Q Deal pipelines remain steady► A strong majority of Argentinian executives see no

change in current pipelines, and nearly a thirdactually anticipate an increase.

► Overall, companies continue to take a disciplined,thorough approach to deal pursuit and integration.

How do you expect your M&A pipeline to change?

Strong pipelines, along with discipline, underpinmore completions in a robust M&A market


Global

9%

65%

26%

10%

54%

36%

2%

59%

39%

Decrease

No change

Increase

29%

71%

0%

32%

68%

0%

30%

50%

20%

Increase

No change

Decrease Oct-17Apr-17Oct-16


Q Deal completions either steady or on therise► Strong majorities of both Argentinian and global

executives see no changes in their plans tocomplete deals.

► Both pipelines and expected completions supporta continuation of the current deal cycle.

What is your expectation for the number of dealcompletions by your company compared with thepast 12 months?

Strong pipelines, along with discipline, underpinmore completions in a robust M&A market


Global

11%

69%

20%

10%

57%

33%

3%

60%

37%

Decrease

No change

Increase

38%

62%

0%

28%

72%

0%

40%

50%

10%

Increase

No change

Decrease Oct-17Apr-17Oct-16


Q What are the main strategic drivers forpursuing acquisitions? A strong focus on growth and innovation

► Argentinian executives are pursing deals primarilyfor new geographies and market share

► Reacting to changing customer behaviors andacquiring talent are being driven by the impact ofdigital transformation and sector convergence.Companies are looking to bring on boardexpertise that can help them navigate these newenvironments.

► M&A is often the fastest route to future-proofing abusiness in an environment of technologicalinnovation and digitalization.

New geographies and market share are the maindrivers for companies’ M&A pursuits

Move into new geographies

Acquiring talent

React to changing customer behavior

Secure supply chain

Acquiring innovation*

Grow market share

14%

14%

5%

23%

27%

17%

5%

14%

14%

19%

24%

24%

Argentina Global

*Acquiring technology, new production capabilities or innovative start-ups


Private equity rebounds


Q

Rebounding private equity to be a major force in the next 12 months:► Private equity will likely be the biggest story in M&A over the next 12 months, with corporates being challenged for

assets more than during the past five years.

► Cross-border dealmaking will also be prominent as companies look to tap into new areas of growth.

What will be the main themes of M&A in the next 12 months?

A return of private equity as a major acquirer of assets

A slowdown in M&A activity

A return of megadeal M&A activity

An increase in hostile and competitive bidding as companies focus on growth through acquisitions

An increase in activist investor intervention in M&A

An increase in cross-border dealmaking

Record levels of dry powder and newinvestment models to fuel PE activity

5%

8%

18%

19%

24%

26%

3%

10%

13%

17%

27%

30%

Argentina Global


Q Private equity returns to challenge on thebuyside, with new investment models anda longer horizon:► The current M&A cycle that started in 2013 has

been dominated by corporate acquirers. However,private equity has rebounded in 2017 and is set totake a bigger role in the competition for assets.

► The traditional private equity model has anaverage investment holding period of three to fiveyears. But as the industry matures, it isexperimenting with variations on this theme.

► With an investment period that is double that of aclassic fund, new long-life funds are under muchless pressure to deploy capital quickly whileretaining the ability to make big-ticket purchases.

► They also have the flexibility to hold portfoliocompanies for much longer, so they can spreadoperating costs over a longer period. Also, ifeconomic conditions deteriorate, they can wait outthe cycle rather than divest into an unreceptivemarket.

Do you expect to see increasing competition forassets in the next 12 months?

If yes, select all of the following broad areas thatapply:

Private equity

Pension funds/institutional investors as direct investors

Corporate buyers

Sovereign wealth funds

Record levels of dry powder and newinvestment models to fuel PE activity

57%

43%

60%

40%

Yes

No

33%

25%

25%

17%

51%

11%

24%

14%Argentina

Global


Corporate venture capital models


Q With the future of many sectors uncertain,executives look to buy into futureopportunities through corporate VCinvestments:► Many companies, across all sectors, are having to

consider multiple futures.

► Disruption and innovation are accelerating,making it hard to be certain of potential outcomes.

► Executives are countering this by investing instart-ups, both in their own sector and in others.

► A key consideration for executives is to look tothese assets as potential acquisitions, dependenton industry evolution, but not focusing too muchon generating financial returns.

► Small-Medium Businesses Law to facilitate andincentivize their activity.

► Venture Capital Law to stimulate Entrepreneurshipincluding tax benefits and financing programs.

Does your company engage in corporate venturecapital investment?

Yes and have done for more than two years

No and there are no plans to

No but we do plan to start

Yes and have done for less than two years

What percentage of your planned acquisitioncapital will you target towards CVC typeinvestments in the next three years?

Q

Executives look to venture capital tosupplement their optionality

37%

14%

17%

32%

13%

17%

20%

50%

15%

62%

23%

0%

0%

0%

14%

43%

28%

10%

3%

2%

<5%

6-10%

11-15%

16-20%

21-25%

>25% ArgentinaGlobal


Q Access to new capabilities andtechnology is driving CVC investments:► Technology, innovation and accelerating R&D are

the most prominent reasons for companieslooking to invest through their CVC arms.

► This is allowing companies to invest in a widerrange of opportunities, without the need to makemore significant acquisitions, which may tie upcapital in opportunities that don’t pay off.

► Technology is also enabling companies to scantheir ecosystems for emerging technologies andnew start-ups in a manner not available untilrecently.

► This enables CVC strategists to quickly identifythe potential enablers of future disruption andgrowth in near-real time.

What is the main driver behind CVC?

What processes do you currently have formonitoring start-ups and new technologies?Q

Access to new capabilities and technologies

Faster route to market, not limited by internal governance

Accelerate R&D and innovation

Internal scanning team

Reviewing news sites

Continuous real-time tools

Executives look to CVC to future-proof theircompanies

9%

25%

29%

37%

0%

23%

31%

46%

More effective route to digital transformation

26%

39%

35%

23%

32%

45%

ArgentinaGlobal


Sector outlook


Technology is the gateway to sectorconvergence, not always the final destination

Convergent sector

A&T CPR IND FS GPS HC LS M&E M&M O&G P&U RHC Tech Tcomms

Res

pond

ents

ecto

r

A&T

CPR

IND

FS

HC

LS

M&E

M&M

O&G

P&U

RHC

Tech

Tcomms

A&T = Automotive and transportationCPR = Consumer products and retailIND = Industrials

FS = Financial servicesGPS = Government and public sector

HC = Health careLS = Life sciencesM&E = Media and entertainmentM&M = Mining and metalsO&G = Oil and gas

P&U = Power and utilitiesRHC = Real estate, hospitality and constructionTech = TechnologyTcomms = Telecommunications

<5% — Very low 6%–10% — Low 11%–30% — Medium 31%–50% — High 51%–100% — Very high

Q From which sectors do you see most convergence/blurring with your own?


Key takeaways


Q Can private equity become the partner of choicein dealmaking?With PE changing investment models, holdingassets for longer and looking beyond financialengineering to operational value creation, corporatesand PE should consider when to compete and whento go to market together on deals.

Do you know who will be the main competitionin the future?Technology, digital and customer demands areaccelerating sector convergence and inventing newmarkets at an increasing pace. But technology is justa gateway. Understanding these new ecosystems inrealtime is critical. Companies should identifypotential new partners and targets early enough toride the new waves of value creation.

Global key takeaways

Are you able to take near-term advantagewithout losing strategic discipline?The near-term pickup in the global economy offersone solution to demanding shareholders. Butfundamental shifts across all sectors mean thatcompanies should be looking for sustainable long-term value creation via acquisitions, alliances andinvestments as well.

Is your portfolio fit for purpose?In a rapidly evolving environment of disruptivechange, companies should increase their ability torefocus their core assets to proactively respond toemerging opportunities. Real-time monitoring ofperformance across all assets will highlight where toinvest as well as those to sell.

Are activists the best warning sign for strategicreinvention?Activists investing in a company can be an early signof value opportunity. Companies should engage fullyand early with onboard investors to understand theconcerns — and be willing to pivot if required.


Q Do you have a global mind-set?Fears over potential trade barriers, driven byeconomic nationalism, may appear to undermineglobalization. But with supply chains and customersincreasingly global, companies should be even moreopen to cross-border operations.

Global key takeaways

Are you open minded to multiple futures, withoutbeing constrained by outdated thinking?New industrial landscapes and business models areevolving and morphing. Companies should look tousing corporate venture capital to invest in portfoliostart-ups and disruptive challengers to open up avariety of potential avenues of future growth.

Is your growth inclusive?The corporate world has been reinvented over thepast three decades. Globalization and technologyhave reshaped the workplace. Companies will needa well-articulated inclusive growth strategy andnarrative to demonstrate that value is beingcreated for all stakeholder groups. If they do not,they risk a backlash from customers, communitiesand policy makers.


Global key findings

DigitaltransformationExecutives look to be on the front footin the face of disruption and buildingventure capital models to invest inthe future.

65%take proactive measures to counterthe impact of digital transformationon their business model

37%are developing CVC arms to drivebetter access to new capabilitiesand technologies

Growth andportfolio strategyDealmaking combined with digital at theforefront of boardroom thinking as privateequity rebounds, shareholder activismcontinues to rise and companiesrecognize the need for a clear inclusivegrowth strategy.

51%of companies expect increasingcompetition for assets fromprivate equity

91%expect the number of companiesimpacted by shareholder activismto increase or stay the same

Macroeconomicenvironment andM&A outlookAcceleration in developed marketsunderpins buoyant economic outlook,with dealmaking intentions remainingat near-record level.

98%see the global economy asimproving or stable

99%see the M&A market asimproving or stable

56%intend to pursue acquisitions

45%recognize the need to ensurethey have a broader narrativeto engage all stakeholders

38%are developing digital capabilitiesin house, while 30% are buying,forming alliances or creating JVswith digital companies


Participant profile


Q QWhat are your company’s annual globalrevenues ?

What is your position in the organization?

Survey demographics

What best describes your company ownership?Q

10%

20%

7%

20%

20%

23%

>US$10b

US$5b-US$10b

US$3b-US$5b

US$1b-US$3b

US$500m-US$1b

US$250m-US$500m

36%

40%

24%

C-level executive

Senior VP, VP,Director

Head of businessunit/dept.

Publicly listed, 63% Privately owned, 27%

Family owned, 3%

Government-/state-ownedenterprise, 7%


Proportion of top industries represented ata Argentina level

Consumer products and retail

FS: Banking and capital markets

Oil and gas

Industrials

Media and entertainment

Technology

Life sciences

Mining and metals

Real estate, hospitality and construction

Telecommunications

Number of respondents from top industries

EY | Assurance | Tax | Transactions | Advisory

About EYEY is a global leader in assurance, tax, transactionand advisory services. The insights and qualityservices we deliver help build trust and confidence inthe capital markets and in economies the world over.We develop outstanding leaders who team to deliveron our promises to all of our stakeholders. In so doing,we play a critical role in building a better working worldfor our people, for our clients and for our communities.

EY refers to the global organization, and may refer toone or more, of the member firms of Ernst & YoungGlobal Limited, each of which is a separate legalentity. Ernst & Young Global Limited, a UK companylimited by guarantee, does not provide services toclients. For more information about our organization,please visit ey.com.

About EY’s Transaction Advisory ServicesHow you manage your capital agenda today willdefine your competitive position tomorrow. We workwith clients to create social and economic value byhelping them make better, more-informed decisionsabout strategically managing capital and transactionsin fast-changing markets. Whether you’re preserving,optimizing, raising or investing capital, EY’sTransaction Advisory Services combine a set of skills,insight and experience to deliver focused advice. Wecan help you drive competitive advantage andincreased returns through improved decisions acrossall aspects of your capital agenda.

© 2017 EYGM Limited.All Rights Reserved.

1709-2410424

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This material has been prepared for general informational purposes onlyand is not intended to be relied upon as accounting, tax or otherprofessional advice. Please refer to your advisors for specific advice.

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