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Printmgr File A French société anonyme with a share capital of €7,099,479 Registered office: Tour Maine Montparnasse, 33 avenue du Maine 75015 Paris, France 969 202 241 RCS Paris 2018 REFERENCE DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT This Reference document was filed with the Autorité des marchés financiers (AMF) on April 5, 2019, in accordance with article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction only if supplemented by a prospectus which received approval from the AMF. This document has been established by the issuer and is binding upon its signatories. The following information is incorporated by reference in this Reference document: ᮣ 2017 consolidated financial statements, presented in the Form 20-F filed with the United States Securities and Exchange Commission on March 29, 2018, and the related report from the external auditors; ᮣ 2016 consolidated financial statements, presented in the Form 20-F filed with the United States Securities and Exchange Commission on May 1, 2017, and the related report from the external auditors. This document is a free translation of the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version in French takes precedence over this translation. TABLE OF CONTENTS 1 The CGG Group 6 Information on the Company 1.1 Selected financial data 6 6.1 Information on the Company 182 1.2 History and significant events in the 6.2 Material contracts 184 development of the company’s activities 8 6.3 Related party transactions 185 1.3 Business overview 15 1.4 List of the Group’s locations 23 1.5 Research & Development (« R&D ») 25 2018 financial statements — financial information concerning the assets, financial 1.6 Post-closing events 27 7 position and results 1.7 Organization chart — intragroup 7.1 2016-2017-2018 CGG Consolidated transactions 28 financial statements 188 7.2 Report of the Statutory Auditors on the 2018 Consolidated financial statements 265 2 Risks and control 7.3 2018-2017 Statutory Financial 2.1 Risk Factors 34 Statements — CGG SA 266 2.2 Internal Control 47 7.4 Financial results of CGG SA (Group holding company) over the past five years (Articles 2.3 Litigation 53 R. 225-83 and R. 225-102 of the French commercial code) 268 7.5 Report of the Statutory Auditors on the 3 Sustainable development 2018 Financial statements — CGG SA 269 3.1 Procedure for identifying and analyzing the main risks 57 3.2 Prevent the risk of corruption 59 8 Additional information 3.3 Attracting and retaining key skills in a 8.1 Persons responsible for the present stimulating work environment 60 Reference document 272 3.4 Maintaining the health and safety of all 8.2 Auditors as of December 31, 2018 273 employees 67 8.3 Publicly available documents 274 3.5 Managing data acquisition’s social license to operate 70 8.4 Concordance tables 275 3.6 HSE & Social responsibility indicators 72 3.7 Reporting scope and Method 75 3.8 Independent verifier’s report on consolidated social, environmental and societal information 77 4 Report on Corporate Governance 4.1 Governance 83 4.2 Compensation 109 4.3 Information on the share capital of the company 145 Operating and financial review and 5 prospects 5.1 Operating and financial review 160 5.2 Information on the utilization of financial instruments 176 5.3 Prospects 177 FORWARD-LOOKING STATEMENTS This Reference document includes “forward-looking statements are based upon information available to us on the statements”, which involve risks and uncertainties, including, date of this annual report. without limitation, certain statements made in the sections entitled “Item 1.3 — Business Overview” and “Item 5 — Important factors that could cause actual results to differ Operating and Financial Review and Prospects”. You can materially from our expectations (“cautionary statements”) are identify forward-looking statements because they contain disclosed under “Item 2.1 — Risk Factors” and elsewhere in words such as “believes”, “expects”, “may”, “should”, “seeks”, this Reference document, including, without limitation, in “approximately”, “intends”, “plans”, “estimates”, or “anticipates” conjunction with the forward-looking statements included in or similar expressions that relate to our strategy, plans or this Reference document. intentions. These forward-looking statements are subject to We undertake no obligation to update or revise any forward- risks and uncertainties that may change at any time, and, looking statements, whether as a result of new information, therefore, our actual results may differ materially from those future events or otherwise. In addition, in light of these risks, that we expected. We have based these forward-looking uncertainties and assumptions, the forward-looking events statements on our current views and assumptions about discussed in this Reference document might not occur. When future events. While we believe that our assumptions are considering forward-looking statements, you should keep in reasonable, we caution that it is very difficult to predict the mind the risk factors and other cautionary statements impact of known factors, and, of course, it is impossible for us included in this Reference document, including those to anticipate all factors that could affect our actual results. All described in “Item 2.1 — Risk Factors” of this Reference forward-looking document. CGG REFERENCE DOCUMENT 2018 3 4 CGG REFERENCE DOCUMENT 2018 1 THE CGG GROUP 1.1 SELECTED FINANCIAL DATA 6 1.2 HISTORY AND SIGNIFICANT EVENTS IN THE DEVELOPMENT OF THE COMPANY’S ACTIVITIES 8 1.3 BUSINESS OVERVIEW 15 1.3.1 Geology, Geophysics & Reservoir (“GGR”) 15 1.3.2 Equipment 17 1.3.3 Contractual Data Acquisition 19 1.3.3.1 Marine Data Acquisition Business Line 19 1.3.3.2 Land Data Acquisition and Multi-Physics Business Lines 21 1.4 LIST OF THE GROUP’S LOCATIONS 23 1.5 RESEARCH & DEVELOPMENT («R&D») 25 1.5.1 Technology strategy 25 1.5.2 Key innovation highlights in 2018 25 1.5.3 Prospects for technology innovation and R&D 26 1.5.4 Investing activities 26 1.6 POST-CLOSING EVENTS 27 1.7 ORGANIZATION CHART — INTRAGROUP TRANSACTIONS 28 1.7.1 Organization chart 28 1.7.2 Inter-company relations 30 1.7.3 Subsidiaries main aggregates 31 CGG REFERENCE DOCUMENT 2018 5 1 THE CGG GROUP 1.1. SELECTED FINANCIAL DATA The table below describes the main consolidated financial information in accordance with IFRS for each of the years in the three- year period ended December 31, 2018. This table should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements included elsewhere in 2017 and 2016 annual reports. At December 31, 2017 2016 (In millions of US$ except per share data) 2018 (restated*) (restated*) Statement of operations data: Operating revenues 1,193.5 1,035.1 963.3 Other revenues from ordinary activities 1.4 0.8 1.4 Cost of operations (931.0) (849.7) (857.5) Gross profit 263.9 186.2 107.2 Research and development expenses, net (30.5) (17.9) (16.7) Marketing and selling expenses (45.9) (46.6) (50.1) General and administrative expenses (81.1) (74.1) (76.3) Other revenues (expenses) (286.1) (105.5) (110.7) Operating income (179.7) (57.9) (146.6) Cost of financial debt, net (127.4) (211.0) (174.2) Other financial income (loss) 819.9 21.5 6.0 Income taxes (7.4) (18.7) 18.7 Equity in income of affiliates (1.2) (0.4) (2.2) Net income (loss) from continuing operations 504.2 (266.5) (298.3) Net income (loss) from discontinued operations (600.0) (247.6) (278.3) Net income (loss) (95.8) (514.1) (576.6) Attributable to owners of CGG SA $ (101.6) (514.9) (573.4) Attributable to owners of CGG SA (1) € (85.9) (458.6) (518.6) Attributable to non-controlling interests $ 5.8 0.8 (3.2) Net income (loss) per share: Basic (2) $ (0.17) (11.18) (13.26) Basic (1) € (0.14) (9.96) (11.99) Diluted (2) $ (0.17) (11.18) (13.26) Diluted (1) € (0.14) (9.96) (11.99) * In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the profit and loss accounts related to the discontinued operations have been presented in the separate line item “Net income (loss) from discontinued operations” at December 31 2018, 2017 and 2016. (1) Converted at the average exchange rate of US$1.1828, US$1.1227 and US$1.1057 per € for 2018, 2017 and 2016 respectively. (2) Basic and diluted per share amounts have been calculated on the basis of 608,437,867, 46,038,287 and 43,255,753 weighted average outstanding shares in 2018, 2017 and 2016 respectively. As a result of the February 21, 2018 CGG SA capital increase via an offering of preferential subscription rights to existing shareholders, the calculation of basic and diluted earnings per share for 2017 and 2016 has been adjusted retrospectively. Number of ordinary shares outstanding has been adjusted to reflect the proportionate change in the number of shares. As our net result was a loss, stock options and performance shares plans had an anti-dilutive effect; as a consequence, potential shares linked to those instruments were not taken into account in the dilutive weighted average number of shares or in the calculation of diluted loss per share. 6 CGG REFERENCE DOCUMENT 2018 THE CGG GROUP Selected financial data 1 At December 31, (In millions of US$) 2018 2017 2016 Balance sheet data: Cash and cash equivalents 434.1 315.4 538.8 Working capital (1) 189.3 375.8 334.6 Property.
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