FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a- 16 or 15d- 16 of
the Securities Exchange Act of 1934

CGG-Veritas

Tour Maine Montparnasse — 33 Avenue du Maine — BP 191 — 75755 PARIS CEDEX 15 (address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82                     

 

 

CGGVeritas Announces Third Quarter 2009 Results

Free Cash Flow at $148m
Group EBITDAs margin at 32%
Backlog at $1.65B

PARIS, France – November 10^th 2009 – CGGVeritas (ISIN: 0000120164 – NYSE: CGV) announced today its non-audited third quarter 2009 consolidated results. All comparisons are made on a year-on-year basis unless stated otherwise. All results are reported after restructuring charges unless stated otherwise.

Results in line with expectations

	§		Group revenue was $731m down 31% from a record quarter last year and reflecting current market conditions
	§		Group operating margin was 8% and EBITDAs margin was 32% with a resilient Sercel EBIT margin, good vessel performance in oversupplied market and sequentially stable multi-client sales with a higher amortization rate
	§		Net income was $12m
	§		Free cash flow at $148m this quarter following a significant reduction of working capital
	§		Net debt to equity reduced to 32%
	§		Long term marine contract awarded by Pemex. Backlog as of November 1st increased sequentially to $1.65 billion

Cost reduction and marine adjustment plans on track

	§		Disciplined capital spending with a 25% reduction year to date
	§		Fleet reduction from 27 to 20 vessels progressing with three 3D vessels decommissioned to date. All related restructuring charges were accrued in Q2

Third Quarter 2009 key figures

		Third Quarter								Third Quarter
In M$		2009				Variance				2008
Group Revenue		731				-31%				1062
Sercel		203				-35%				314
Services		571				-25%				762
Group Operating Income		58				-78%				265
Margin		8%								25%
Sercel		37				-64%				103
Margin		18%								33%
Services		33				-81%				173
Margin		6%								23%
Net Income		12				-93%				162
Margin		2%								15%
Cash Flow from Operations		303								298
Net Debt		1,371 (Sept 30th 09)				-4%				1,432 (Dec 31st 08)
Net Debt to Equity ratio		32%								35%

CGGVeritas Chairman & CEO, Robert Brunck commented:

“As expected, the positive contribution of higher margin 2008 backlog coming to an end, led to a more difficult quarter. Nevertheless, we delivered solid free cash flow thanks to strong and disciplined actions across the company.

In the current economic environment Sercel, with its leading technology and manufacturing excellence, exhibited a resilient margin. Services reinforced their high-end positioning with increased prefunding of new multi-client projects, continued interest for its advanced depth imaging and through its high-resolution land seismic surveys. In marine, the industry began capacity adjustments but oversupply still prevails, translating into lower pricing and increased vessel transits for some of the new contracts.

Looking forward in the context of relatively high and stable oil prices, we expect oil and gas fundamentals to strengthen and demand for high-end seismic technology, especially around reservoir optimization, to continue to increase. CGGVeritas is well positioned to take full advantage of its technological strength and its well balanced portfolio.”

Third Quarter 2009 Financial Results

Group Revenue

Group Revenue was down 31% in $ and 26% in € from a record quarter last year, reflecting weak market conditions.

		Third Quarter								Third Quarter				Third Quarter								Third Quarter
In millions		2009 ($)				variance				2008 ($)				2009 (€)				variance				2008 (€)
Group Revenue		731				-31%				1062				512				-26%				692
Sercel Revenue		203				-35%				314				143				-30%				204
Services Revenue		571				-25%				762				400				-19%				496
Eliminations		-43								-13				-31								-9
Marine contract		271				-15%				320				189				-9%				208
Land contract		85				-35%				131				59				-30%				85
Processing		101				1%				99				71				9%				65
Multi-client		114				-46%				212				81				-41%				138
MC marine		77				-54%				169				54				-51%				110
MC land		37				-16%				44				27				-4%				28

Sercel

Revenue was down 35% in $ and 30% in € from a record third quarter last year with an increased contribution from marine with sales of two SeaRay OBC systems and one Nautilus for acoustic positioning and streamer control. Internal sales represented 21% of revenue.

Services

Revenue was down 25% in $ and 19% in € with good vessel utilization despite increasing standby between contracts. Revenue was also supported by strong processing performance, while marine multi-client revenue decreased year on year following the reduction of our multi-client investments. Amortization rates of our multi-client library were higher this quarter at 75% mainly due to a different sales mix with lower fully depreciated data and higher onshore contribution. We anticipate the full year 2009 amortization rate to be around 65%.

Marine capacity adjustments: The Fohn and the Orion 3D vessels were decommissioned this quarter. Following contract completion, another 2D vessel will be de-rigged in the fourth quarter 2009. Three additional 2D vessels are scheduled for decommissioning in 2010.

	§		Marine contract revenue was down 15% in $ and 9% in €. The vessel availability rate1 was 90%, including a 7% impact related to standby between contracts and the production rate2 was 93%. 86% of the 3D fleet operated on contract. With the end of 2008 higher margin backlog, we saw the impact of lower pricing. The industry first Arctic Beaufort Sea acquisition project was completed with excellent results and one vessel was equipped with Nautilus for integrated acoustic positioning and streamer control.
	§		Land contract revenue was down 35% in $ and 30% in €, mainly in North American land as activity remained slow with gas prices continuing to stagnate. We operated 12 crews worldwide, including Argas crews in Saudi Arabia and our large high-density contracts in Qatar and Oman where we continue to operate near record levels with promising results. In Canada, we successfully completed a 4D SeisMovie reservoir monitoring acquisition.
	§		Processing & Imaging revenue was up 1% in $ and 9% in € as the performance and demand for our high-end innovative imaging products, especially in the Gulf of Mexico remained robust. The latest releases include AGORA our ground roll attenuation and TTI RTM, our leading edge depth migration technology. During the quarter, we were awarded a new dedicated center in Brazil and two dedicated center contracts were renewed, one in the Netherlands, the other in France.
	§		Multi-client revenue was down 46% in $ and 41% in € following our decreasing Capex spending. The amortization rate averaged 75%, with 78% in land and 74% in marine, a high amortization rate due to a sales mix of less fully depreciated data and an increasing contribution from land. Net Book Value of the library at the end of September was stable at $828 million.

Multi-client marine revenue was down 54% in $ and 51% in € as Capex was reduced 59% year on year in $ to $48 million (€33 million). Prefunding was $54 million (€38 million), up sequentially with a rate of 112%. In Brazil the extension of our Santos cluster survey around the Tupi discovery continued to progress well and we completed our programs offshore Australia and in the North Sea. After-sales worldwide were down 47% in $ and 45% in € at $23 million (€16 million).

Multi-client land revenue was down 16% in $ and 4% in €. Capex was reduced 26% year on year at $20 million (€14 million). Prefunding was high during the quarter, at $25 million (€18 million). Prefunding rate increased year on year and sequentially to 121% reflecting the strong interest for our Haynesville program where we operated two crews this quarter on the 3D multi-client Tri-Parish Line survey in northern Louisiana. After-sales were at $13 million (€9 million).

Group EBITDAs was $231 million (€163 million), a margin of 32%.

		Third Quarter								Third Quarter				Third Quarter								Third Quarter
In million		2009 ($)				variance				2008 ($)				2009 (€)				variance				2008 (€)
Group EBITDAs			231				-50%				467				163				-47%				304
margin			32%								44%				32%								44%
Sercel EBITDAs			47				-58%				112				32				-55%				73
margin			23%								36%				23%								36%
Services EBITDAs			203				-45%				367				143				-40%				239
margin			36%								48%				36%								48%

Group Operating Income was $58 million, with a margin of 8% based on resilient performance of Sercel while weaker marine prices impacted Services.

		Third Quarter								Third Quarter				Third Quarter								Third Quarter
In million		2009 ($)				variance				2008 ($)				2009 (€)				variance				2008 (€)
Group Operating Income			58				-78%				265				41				-76%				173
margin			8%								25%				8%								25%
Sercel Op. Income			37				-64%				103				25				-62%				67
margin			18%								33%				18%								33%
Services Op. Income			33				-81%				173				24				-79%				113
margin			6%								23%				6%								23%

Group Net Income was $12 million (€8 million), a 2% margin, compared to $162 million (€105 million) last year, resulting in an EPS of €0.05 per ordinary share and $0.07 per ADS.

Taxes
The effective tax rate was 42%.

Financial Charges
Financial charges were $38 million (€27 million).

Cash Flow

Cash Flow from Operations
Cash flow from operations was $303 million (€217 million) stable year-on-year.

Capex

Global Capex was $148 million (€104 million) this quarter, a reduction of 25% year-on-year.

	§		Industrial Capex was $79 million (€56 million), up 54% in $, including a SeaRay and Nautilus system.
	§		Multi-client Capex was $68 million (€47 million) down 53% in $ with a prefunding rate of 115% compared to 102% last year.

		Third Quarter								Third Quarter
In million $		2009				variance				2008
Capex			148				-25	%			197
Industrial			79				54	%			52
Multi-client			68				-53	%			146

Free Cash Flow
After interest expenses paid during the quarter, free cash flow was strong at $148 million up year on year and sequentially due to strict management of working capital.

Third Quarter 2009 Comparisons with Third Quarter 2008

Consolidated Statement of Income			Third Quarter				Third Quarter
			(in million dollars)				(in million euros)
			2009		2008		2009		2008
Exchange rate euro/dollar			1.418		1.537		1.418		1.537
Operating Revenue			731.4		1062.2		512.2		691.6
Sercel			203.3		313.5		142.8		204.1
Services			570.9		761.7		400.0		496.0
Elimination			-42.8		-13.1		-30.6		-8.5
Gross Profit*			151		379.0		104.5		246.9
Operating Income*			57.7		265.1		40.7		172.8
Sercel			36.5		102.5		25.2		66.7
Services			33.3		172.9		23.8		112.7
Corporate and Elimination			-12.1		-10.1		-8.3		-6.5
Income from Equity Investments			4.0		-0.9		2.9		-0.6
Net Income*			12.2		161.7		8.4		105.4
Earnings per share (€) / per ADS ($)			0.07		1.14		0.05		0.74
EBITDAs*			231.3		467.2		162.8		304.3
Sercel			46.8		111.8		32.4		72.8
Services			203.2		367.3		143.4		239.2
Industrial Capex			79.2		51.5		56.2		33.4
Multi-client Capex			68.4		145.8		47.3		94.9

Year to Date 2009 Financial Results

Group Revenue

Group Revenue was down 16% in $ and 6% in €, with lower Sercel sales in line with weaker market conditions while Services benefited from the addition of Wavefield.

In million		YTD 09 ($)				variance				YTD 08 ($)				YTD 09 (€)				variance				YTD 08 (€)
Group Revenue			2 361				-16%				2 809				1 733				-6%				1 836
Sercel Revenue			643				-27%				876				472				-18%				573
Services Revenue			1 817				-10%				2 021				1 334				1%				1 321
Eliminations			-98				-10%				-89				-72				-24%				-58
Marine contract			905				17%				771				664				32%				504
Land contract			301				-24%				395				221				-15%				258
Processing			299				2%				293				219				15%				192
Multi-client			312				-44%				562				229				-38%				367
MC marine			250				-43%				435				183				-36%				285
MC land			62				-51%				126				46				-46%				83

Sercel

Sercel sales were down 27%, in $ and 18% in €. Land equipment sales were down from record sales in 2009 while marine sales were down as industry future fleet plans were adjusted.

Services

Revenue was down 10% in $ and slightly up in € supported by the addition of Wavefield in marine and strong processing performance. For the first nine months, fleet availability rate was 90% and the production rate was 91%. Multi-client revenue was down 44% in $ and 38% in € as Capex eased as planned and was down 40% in $ to $261 million (€192 million). The amortization rate averaged 65%, a level we expect to continue throughout 2009.

Group EBITDAs before restructuring was $746 million (€548 million), a margin of 32% mainly based on the impact of lower pricing and particularly the lower contribution from multi-client sales.

Group EBITDAs was $689 million (€506 million).

In million
before restructuring		YTD 09 ($)				Variance				YTD 08 ($)				YTD 09 (€)				variance				YTD 08 (€)
Group EBITDAs			746				-35%				1 150				548				-27%				751
margin			32%								41%				32%								41%
Sercel EBITDAs			178				-42%				305				130				-35%				199
margin			28%								35%				28%								35%
Services EBITDAs			634				-31%				921				466				-23%				602
margin			35%								46%				35%								46%

Group Operating Income before restructuring was $256 million (€189 million), an 11% margin driven by the industry leading and resilient performance of Sercel while good vessel operational performance was hampered by a decrease in marine prices and lower multi-client contributions.

Group Operating Income was $170 million (€125 million).

In million
before restructuring		YTD 09 ($)				variance				YTD 08 ($)				YTD 09 (€)				variance				YTD 08 (€)
Group Operating Income			256				-57%				600				189				-52%				392
Margin			11%								21%				11%								21%
Sercel Op. Income			148				-47%				277				108				-40%				181
Margin			23%								32%				23%								32%
Services Op. Income			161				-59%				389				119				-53%				254
Margin			9%								19%				9%								19%

Taxes

The effective tax rate was 32% and financial charges were $109 million (€80 million).

Group Net Income before restructuring was $106 million (€79 million), down 69% in $ and 64% in €, resulting in an EPS of €0.49 per ordinary share and $0.66 per ADS.

Group Net Income was $50 million (€37 million), resulting in an EPS of €0.22 per ordinary share and $0.29 per ADS.

Cash Flow

Cash Flow from Operations

Cash flow from operations was $643 million (€472 million) a reduction of 20% year-on-year.

Capex

Global Capex was $470 million (€345 million) end of September, down 25% in $ year-on-year.

Page 8

Year to Date 2009 Comparison with 2008

			Year to Date								Year to Date
Consolidated Statement of Income			(in million dollars)								(in million euros)
before restructuring*			2009				2008				2009				2008
Exchange rate euro/dollar				1.362				1.530				1.362				1.530
Operating Revenue				2361.4				2809.1				1733.3				1835.6
Sercel				643.1				876.4				471.8				572.7
Services				1816.7				2021.5				1333.6				1320.9
Elimination				-98.3				-88.8				-72.1				-58.0
Gross Profit*				571.4				922.9				419.4				603.0
Operating Income*				256.3				600.2				189.4				392.2
Sercel				147.5				276.6				108.2				180.7
Services				160.6				389.3				119.1				254.4
Corporate and Elimination				-51.7				-65.7				-38.0				-42.9
Income from Equity Investments				7.3				3.7				5.3				2.4
Net Income*				106.2				338.5				78.7				221.2
Earnings per share (€) / per ADS ($)				0.29				2.38				0.22				1.55
EBITDAs*				745.6				1149.5				548.1				751.1
Sercel				177.5				304.5				130.2				199.0
Services				633.9				920.7				466.2				601.7
Industrial Capex				208.4				188.6				152.9				123.2
Multi-client Capex				261.2				433.7				191.8				283.4

Key Figures

		YTD								YTD				YTD								YTD
In million		2009 ($)				variation				2008 ($)				2009 (€)				variation				2008 (€)
Group EBITDAs
Before restructuring costs			746				-35%				1 150				548				-27%				751
margin			32%								41%				32%								41%
After restructuring costs			689				-40%				1 150				506				-33%				751
margin			29%								41%				29%								41%
Group Operating Income
Before restructuring costs			256				-57%				600				189				-52%				392
margin			11%								21%				11%								21%
After restructuring costs			170				-72%				600				125				-68%				392
margin			7%								21%				7%								21%
Group Net Income
Before restructuring costs			106				-69%				339				79				-64%				221
margin			4%								12%				4%								12%
After restructuring costs			50				-85%				339				37				-83%				221
margin			2%								12%				2%								12%
Earnings per share (€) / per ADS ($)
Before restructuring costs			0.66				-72%				2.38				0.49				-68%				1.55
After restructuring costs			0.29				-88%				2.38				0.22				-86%				1.55

Other Information

-		Detailed financial results (6K) are available on our website: www.cggveritas.com.
-		A French language conference call is scheduled today November 10th, at 9:30am (Paris), 8:30am (London). To take part in the French language conference, simply dial in five to ten minutes prior to the scheduled start time.

- French call-in		+33 1 72 00 13 65
- International call-in		+44 808 238 1769
- Replay		+33 1 72 00 14 59 & +44 207 107 0686
		- code 256924#

-

An English language conference call is scheduled today November 10th, at 3:00pm (Paris), 2:00pm (London), 8:00am (US CT), 9:00am (US ET). To take part in the English language conference, simply dial in five to ten minutes prior to the scheduled start time.

- US call-in		1 (888) 241-0558
- International call-in		1 (647) 427-3417
- Replay		1 (402) 220-4375 & 1 (888) 567-0351
		- code 82646791

You will be asked for the name of the conference: “CGGVeritas Q3 2009 Results”.

-		A presentation is posted on our website and can be downloaded.
-		The conference calls will be broadcast live on our website www.cggveritas.com and a replay will be available for two weeks thereafter.

About CGGVeritas:

CGGVeritas (www.cggveritas.com) is a leading international pure-play geophysical company delivering a wide range of technologies, services and equipment through Sercel, to its broad base of customers mainly throughout the global oil and gas industry. CGGVeritas is listed on the Euronext Paris SA (ISIN: 0000120164) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGV).

Investor Relations Contacts
Paris:		Houston:
Christophe Barnini		Hovey Cox
Tel: +33 1 64 47 38 10		Tel: +1 (832) 351-8821
E-Mail: invrelparis@cggveritas.com		E-Mail: invrelhouston@cggveritas.com

THIS FORM 6-K REPORT IS HEREBY INCORPORATED BY REFERENCE INTO THE PROSPECTUS CONTAINED IN CGG VERITAS’ REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION STATEMENT NO. 333-150384) AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Compagnie Générale de Géophysique — Veritas has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.