8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): February 15, 2012

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12691	22-2286646
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

2105 CityWest Blvd, Suite 400

Houston, Texas 77042-2839

(Address of principal executive offices, including Zip Code)

(281) 933-3339

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 15, 2012, ION Geophysical Corporation (the “Company”) issued a press release containing information regarding the Company’s results of operations for the quarter and fiscal year ended December 31, 2011. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 7.01. Regulation FD Disclosure

In conjunction with the above press release, the Company has scheduled a conference call, which will be broadcast live over the Internet, for Thursday, February 16, at 11:00 a.m. Eastern Time (10:00 a.m. Central). The information for accessing the conference call is included in the press release. The webcast of the conference call will be accompanied by a slide presentation, a copy of which is furnished as Exhibit 99.2 hereto.

The information contained in Items 2.02 and 7.01 and the exhibits of this report (i) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, or the Exchange Act.

The information contained in this report and the attached exhibits contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements concerning future sales and market growth, future cash needs and future sources of cash, including availability under our revolving line of credit facility, future compliance with our debt financial covenants, sales expected to result from backlogs and pipelines, benefits expected to result from the INOVA Geophysical Equipment Limited joint venture, estimates regarding future commodity prices, and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risks of audit adjustments and other modifications to the Company’s financial statements not currently foreseen; risks associated with the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with economic downturns and volatile credit environments; risks regarding international political and economic events and turmoil, risks associated with the performance of INOVA; risks associated with the Company’s level of indebtedness, including compliance with debt covenants; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; risks that sources of capital may not prove adequate; risks related to collection of receivables; risks associated with pending and future litigation; and risks related to technological and marketplace changes affecting the Company’s product line. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

2

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 15, 2012.
99.2	February 16, 2012 Conference Call Presentation Slides.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 15, 2012	ION GEOPHYSICAL CORPORATION
	By:	/s/ DAVID L. ROLAND
		David L. Roland
		Senior Vice President, General Counsel and Corporate Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 15, 2012.
99.2	February 16, 2012 Conference Call Presentation Slides.

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

ION Reports Solid Fourth Quarter and Full Year 2011 Results

Fourth Quarter EPS of $0.15, excluding special items

Full Year EPS of $0.22, excluding special items

HOUSTON, TX – February 15, 2012 – ION Geophysical Corporation (NYSE: IO) today reported fourth quarter 2011 revenues of $159.9 million, compared to $158.6 million in the fourth quarter of 2010. Excluding special items as noted in the attached tables, ION reported fourth quarter 2011 net income of $23.2 million, or $0.15 per diluted share, compared to net income of $21.2 million, or $0.14 per diluted share, in the fourth quarter of 2010. Including special items, fourth quarter 2011 net income was $12.0 million, or $0.08 per diluted share, compared to net income of $20.0 million, or $0.13 per diluted share, in 2010.

For full year 2011, ION reported revenues of $454.6 million, compared to $444.3 million in 2010. Total revenues excluding Legacy Land Systems (INOVA) grew 6% during 2011. ION reported 2011 net income of $34.6 million, or $0.22 per diluted share, compared to 2010 net income of $22.8 million, or $0.16 per diluted share, both excluding special items. Actual reported net income in 2011 was $23.4 million, or $0.15 per diluted share, compared to a net loss of ($38.8) million, or ($0.27) per share, in 2010.

Three pre-tax adjustments totaling $0.07 per diluted share affected fourth quarter 2011 net income. The first resulted from a $7.7 million charge for write-down of excess inventory by INOVA Geophysical. This charge reflects an adjustment to inventory values for older products, given INOVA’s launch of Hawk™ and a new version of FireFly^®. The second is a $2.9 million restructuring as ION moved its geophone manufacturing operations from the Netherlands to lower-cost centers in Asia. The last is a $1.3 million impairment of one of ION’s investments.

Brian Hanson, ION’s Chief Executive Officer, commented, “We finished with strong results, as expected. Our marine group continues to deliver excellent results, driven by the ongoing transition of the towed streamer market to more complex surveys, which promotes sales of our leading Digi positioning equipment product line and our latest software platform, Orca^®. As a major milestone, we installed our Orca software platform on our 51^st vessel, further expanding our market share to over 40%. We are also pleased that we completed the BGP 12-streamer deal, as expected, in the fourth quarter with their new marine vessel, Prospector, successfully completing its first commercial job.

“As previously reported, our data processing business experienced a revenue and earnings decline in 2011, which was the direct impact of the Macondo oil spill. This was the first decline in our DP business after several years of year-over-year growth and represented an approximate 12 cent negative pre-tax impact from the prior year. The good news is we have seen an extremely strong build up in our backlog, including the fourth quarter award of the single largest data processing contract in our history, which we believe indicates a healing of the Gulf of Mexico, but also the significant increase in our global data processing footprint over the last year.

NEWS RELEASE

“One important highlight for the year is the continuing expansion of our GeoVentures™ group portfolio, which had another strong growth year. This included finishing our third Arctic program in Greenland, as well as our first land ResSCANS™ survey for North American shale oil and gas geologies. We continue to develop our leading data acquisition and processing technologies in the North American oil and gas shale plays centered on recording the full wavefield and proprietary processing. We also recently started our first international effort in the shale play with a regional land survey in Poland. The recent weak gas prices make technology such as ResSCANS even more important to oil companies to further drive productivity.

“Despite a challenging year for the land equipment market, INOVA experienced another sequential improvement in sales, which should result in their first profitable quarter in the fourth quarter. As a result of INOVA’s significant R&D program, they have launched a series of new products, including a new version of FireFly and their first offering of autonomous land nodes, branded Hawk. We are confident these new products place INOVA in a much stronger position for 2012. As indicated in our December call, we anticipate INOVA to be break-even in 2012.”

FOURTH QUARTER 2011

Total revenues for the fourth quarter increased to $159.9 million, compared to $158.6 million a year ago. Systems segment revenues increased by 58% over the same period in 2010, while Solutions segment revenues decreased by 22%. Software segment revenues were relatively flat to the same quarter last year.

Sales in the Systems segment increased to $67.3 million in the fourth quarter, compared to $42.6 million in the same period of 2010, which includes the 12-streamer system sold to BGP.

Sales in the Solutions segment decreased to $83.4 million during the fourth quarter, down $23.2 million compared to $106.6 million for the same period a year ago. This decrease was primarily the result of lower data library sales as compared to an exceptionally strong fourth quarter of 2010, which was partially driven by money being shifted from drilling programs in the Gulf of Mexico to international exploration programs. This decrease in data library sales was partially offset by more than a 60% increase in new venture revenues related to projects in North American shale plays, East Africa and the Arctic.

Consolidated gross margins for fourth quarter 2011 decreased slightly to 40% from 42% in fourth quarter 2010. Gross margins in the Software and Solutions segments improved by 8 and 7 percentage points, respectively, due to favorable sales mix, while gross margins in the Systems segment decreased by 16 percentage points, partially attributed to the mix of the lower-margin streamer system sale to BGP in the fourth quarter.

NEWS RELEASE

As a percentage of revenue, operating expenses during the fourth quarter remained essentially flat at 20%. Adjusted EBITDA for the quarter decreased to $59.0 million, compared to $71.4 million in fourth quarter 2010, mostly related to higher data library sales in fourth quarter 2010.

ION accounts for its 49% interest in INOVA on a one fiscal quarter lag. ION’s share of INOVA’s third quarter financial results is included in ION’s fourth quarter. For fourth quarter 2011, ION recognized a loss on its INOVA equity investment of approximately $13.0 million, which includes approximately $7.7 million (ION’s 49% share) of the write-down of excess inventory by INOVA.

FULL YEAR 2011

Consolidated revenues for full year 2011 increased to $454.6 million, compared to $444.3 million for 2010. Excluding the Legacy Land Systems (INOVA) segment revenues, which were consolidated in the company’s first quarter 2010 results, 2011 revenues increased 6%, or $26.8 million, versus 2010 levels. Revenues in the Systems segment increased 34%, driven by strong towed streamer and other marine equipment sales. Revenues in the Software segment increased 4% and were flat on a currency-adjusted basis. Revenues in the Solutions segment decreased $13.5 million, or 5%, compared to prior year, primarily as a result of lower data processing sales. Data processing revenues improved sequentially each quarter, but decreased 18% over the prior year due to the lagging effects of the Gulf of Mexico oil spill. However, multi-client revenues increased 3%, as new venture activity was successfully carried out in the Arctic, East Africa and the North American shale plays.

Gross margins for full year 2011 improved slightly to 38%, compared to 37% for 2010. Excluding the results of the Legacy Land Systems (INOVA) segment, the overall gross margin of the remaining segments remained consistent with 2010.

ION’s operating expenses as a percentage of revenues for 2011 were 23%, consistent with 2010, excluding the Legacy Land Systems (INOVA) segment. ION’s 2011 effective tax rate of 29.2% was impacted by the establishment of valuation allowances associated with equity in losses of INOVA Geophysical and the write-down of one of ION’s investments. Excluding these items, the 2011 effective tax rate would have been 17.2% compared to 14.5% for 2010. The increase in the effective tax rate relates to the changes in the distribution of earnings between U.S. and foreign jurisdictions.

Income from operations for 2011 totaled $66.8 million, compared to $52.8 million in 2010. Excluding the first quarter 2010 results of the Legacy Land Systems (INOVA) segment, income from operations during 2010 was $62.5 million.

NEWS RELEASE

Adjusted EBITDA for 2011 decreased 5% to $155.9 million, compared to $163.8 million in 2010. At year end, ION had no outstanding balance associated with its $100 million revolving credit facility, bringing total liquidity to $162.4 million.

OUTLOOK

Greg Heinlein, ION’s Chief Financial Officer, further commented, “Our fourth quarter results were strong, as expected, and we anticipate the positive momentum experienced in the quarter to continue as we head into 2012.

“Our marine business delivered a strong fourth quarter performance, supported by the streamer sale to BGP. Our multi-client business is currently executing several new venture programs on land and offshore, which positions us well for a strong 2012. In addition, our Solutions backlog is at record levels, and we expect revenue growth rates to return to historically high levels.

“As mentioned on our market and business outlook call in December, we expect our investment in multi-client data libraries during 2012 to be in the range of $130 to $150 million, with a significant amount of this investment to be underwritten by our customers and with new venture projects spread more evenly throughout the year due to continued expansion on land. While we expect 2012 earnings to be back-end loaded, we continue to anticipate approximately one-fourth of annual results to be reflected in the first half of the year due to the growing impact of our GeoVentures business and the distribution of multi-client projects throughout the year.”

CONFERENCE CALL

The company has scheduled a conference call for Thursday, February 16, 2012, at 11:00 a.m. Eastern Time that will include a slide presentation. To participate in the conference call, dial 480-629-9819 at least 10 minutes before the call begins and ask for the ION conference call. Click here to access the earnings presentation slides.

A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until March 1, 2012. To access the replay, dial 303-590-3030 and use pass code 4510394#.

Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com. Also, an archive of the webcast will be available shortly after the call on the company’s website.

ABOUT ION:

ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings are designed to allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and to enable seismic contractors to acquire geophysical data safely and efficiently. Additional information about ION is available at www.iongeo.com.

NEWS RELEASE

CONTACTS:

Greg Heinlein

Chief Financial Officer

+1.281.552.3011

Jack Lascar

DRG&L

+1.713.529.6600

The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include future sales and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, sales expected to result from backlog, benefits expected to result from the INOVA Geophysical joint venture and related transactions and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with the operation of the INOVA Geophysical joint venture; risks associated with litigation; risks associated with the Company’s level and terms of indebtedness; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; risks that sources of capital may not prove adequate; the Company’s inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product lines. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Reports on Form 10-Q filed during 2011.

Tables to follow

NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2011			2010			2011			2010
Product revenues	$	75,872		$	51,228		$	189,035		$	165,202
Service revenues		84,011			107,395			265,586			279,120
Total net revenues		159,883			158,623			454,621			444,322
Cost of products		49,389			26,237			103,220			94,658
Cost of services		45,877			66,029			177,956			183,931
Gross profit		64,617			66,357			173,445			165,733
Operating expenses:
Research, development and engineering		6,499			5,479			24,569			25,227
Marketing and sales		8,190			9,082			31,269			30,405
General and administrative		16,500			17,325			50,812			57,254
Total operating expenses		31,189			31,886			106,650			112,886
Income from operations		33,428			34,471			66,795			52,847
Interest expense, net		(1,600	)		(1,893	)		(5,784	)		(30,770	)
Equity in losses of INOVA Geophysical		(13,018	)		(15,541	)		(22,862	)		(23,724	)
Loss on disposition of land division		—			—			—			(38,115	)
Fair value adjustment of warrant		—			—			—			12,788
Gain on legal settlement		—			24,500			—			24,500
Impairment of cost method investments		(1,312	)		(7,650	)		(1,312	)		(7,650	)
Other income (expense)		168			1,039			(2,135	)		228
Income (loss) before income taxes		17,666			34,926			34,702			(9,896	)
Income tax expense		5,420			14,542			10,136			26,942
Net income (loss)		12,246			20,384			24,566			(36,838	)
Net income attributable to noncontrolling interests		105			—			208			—
Net income (loss) attributable to ION		12,351			20,384			24,774			(36,838	)
Preferred stock dividends		338			338			1,352			1,936
Net income (loss) applicable to common shares	$	12,013		$	20,046		$	23,422		$	(38,774	)
Net income (loss) per share:
Basic	$	0.08		$	0.13		$	0.15		$	(0.27	)
Diluted	$	0.08		$	0.13		$	0.15		$	(0.27	)
Weighted average number of common shares outstanding:
Basic		155,292			152,572			154,811			144,278
Diluted		162,132			159,698			156,090			144,278

NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	42,402		$	84,419
Short-term investments		20,000			—
Accounts receivable, net		130,612			77,576
Unbilled receivables		25,628			70,590
Inventories		70,145			66,882
Prepaid expenses and other current assets		13,460			13,165
Total current assets		302,247			312,632
Deferred income tax asset		17,645			16,413
Property, plant and equipment, net		24,771			20,145
Multi-client data library, net		175,768			112,620
Investment in INOVA Geophysical		72,626			95,173
Goodwill		53,963			51,333
Intangible assets, net		17,716			20,317
Other assets		9,322			3,224
Total assets	$	674,058		$	631,857
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	5,770		$	6,073
Accounts payable		22,296			30,940
Accrued expenses		61,384			67,250
Accrued multi-client data library royalties		15,318			18,667
Deferred revenue		33,802			17,851
Total current liabilities		138,570			140,781
Long-term debt, net of current maturities		99,342			102,587
Other long-term liabilities		7,719			8,042
Total liabilities		245,631			251,410
Redeemable noncontrolling interests		2,615			—
Equity:
Cumulative convertible preferred stock		27,000			27,000
Common stock		1,555			1,529
Additional paid-in capital		843,271			822,399
Accumulated deficit		(423,612	)		(448,386	)
Accumulated other comprehensive loss		(16,193	)		(15,530	)
Treasury stock		(6,565	)		(6,565	)
Total stockholders’ equity		425,456			380,447
Noncontrolling interests		356			—
Total equity		425,812			380,447
Total liabilities and equity	$	674,058		$	631,857

NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Twelve Months Ended December 31,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	24,566		$	(36,838	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization (other than multi-client data library)		13,917			24,795
Amortization of multi-client data library		77,317			85,940
Stock-based compensation expense		6,344			8,147
Bad debt expense		597			1,689
Equity in losses of INOVA Geophysical		22,862			23,724
Amortization of debt discount		—			8,656
Write-off of unamortized debt issuance costs		—			10,121
Fair value adjustment of warrant		—			(12,788	)
Loss on disposition of land division		—			38,115
Impairment of cost method investments		1,312			7,650
Deferred income taxes		(8,131	)		22,207
Excess tax benefit from stock-based compensation		(3,294	)		—
Change in operating assets and liabilities:
Accounts receivable		(53,552	)		7,826
Unbilled receivables		44,962			(48,935	)
Inventories		(6,641	)		(16,138	)
Accounts payable, accrued expenses and accrued royalties		(7,546	)		9,550
Deferred revenue		15,957			7,281
Other assets and liabilities		1,314			(7,634	)
Net cash provided by operating activities		129,984			133,368
Cash flows from investing activities:
Purchase of property, plant and equipment		(11,060	)		(7,372	)
Investment in multi-client data library		(143,782	)		(64,426	)
Purchase of short-term investments		(80,000	)		—
Proceeds from sale of short-term investments		60,000			—
Investment in a convertible note		(6,500	)		—
Business acquisition, net of cash acquired		(330	)		—
Proceeds from disposition of land division, net of fees paid		—			99,790
Other investing activities		50			(500	)
Net cash provided by (used in) investing activities		(181,622	)		27,492
Cash flows from financing activities:
Borrowings under revolving line of credit		—			104,000
Repayments under revolving line of credit		—			(193,429	)
Net proceeds from issuance of debt		—			105,695
Net proceeds from issuance of common stock		—			38,039
Payments on notes payable and long-term debt		(6,145	)		(145,558	)
Payment of preferred dividends		(1,352	)		(1,936	)
Proceeds from employee stock purchases and exercise of stock options		13,105			1,071
Excess tax benefit from stock-based compensation		3,294			—
Contribution from noncontrolling interests		961			—
Restricted stock cancelled for employee minimum income taxes		(59	)		(612	)
Net cash provided by (used in) financing activities		9,804			(92,730	)
Effect of change in foreign currency exchange rates on cash and cash equivalents		(183	)		72
Net increase (decrease) in cash and cash equivalents		(42,017	)		68,202
Cash and cash equivalents at beginning of period		84,419			16,217
Cash and cash equivalents at end of period	$	42,402		$	84,419

NEWS RELEASE

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT INFORMATION

(In thousands)

(Unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2011			2010			2011			2010
Net revenues:
Solutions:
Data Processing	$	25,434		$	28,336		$	88,783		$	107,997
New Venture		30,516			18,979			98,335			81,293
Data Library		27,470			59,322			76,332			87,664
Total	$	83,420		$	106,637		$	263,450		$	276,954
Systems:
Towed Streamer	$	51,453		$	33,471		$	111,453		$	83,567
Other		15,832			9,117			41,551			30,659
Total	$	67,285		$	42,588		$	153,004		$	114,226
Software:
Software Systems	$	8,587		$	8,641		$	36,031		$	34,465
Services		591			757			2,136			2,166
Total	$	9,178		$	9,398		$	38,167		$	36,631
Legacy Land Systems (INOVA)	$	—		$	—		$	—		$	16,511
Total	$	159,883		$	158,623		$	454,621		$	444,322
Gross profit:
Solutions	$	37,541		$	40,839		$	84,647		$	93,804
Systems		20,357			19,416			61,109			48,557
Software		6,719			6,102			27,689			24,536
Legacy Land Systems (INOVA)		—			—			—			(984	)
Total	$	64,617		$	66,357		$	173,445		$	165,733
Gross margin:
Solutions		45	%		38	%		32	%		34	%
Systems		30	%		46	%		40	%		43	%
Software		73	%		65	%		73	%		66	%
Legacy Land Systems (INOVA)		—	%		—	%		—	%		(6	%)
Total		40	%		42	%		38	%		37	%
Income from operations:
Solutions	$	27,869		$	29,963		$	50,620		$	60,632
Systems		11,045			13,916			33,034			27,749
Software		6,054			5,423			24,463			21,936
Legacy Land Systems (INOVA)		—			—			—			(9,623	)
Corporate and other		(11,540	)		(14,831	)		(41,322	)		(47,847	)
Income from operations	$	33,428		$	34,471		$	66,795		$	52,847

NEWS RELEASE

Reconciliation of Adjusted EBITDA to Net Income (Loss)

(Non-GAAP Measure)

(In thousands)

(Unaudited)

Adjusted EBITDA is a non-GAAP measurement that is presented as an additional indicator of operating performance and is not a substitute for net income (loss) or net income (loss) per share calculated under generally accepted accounting principles (GAAP). We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to service our debt. The calculation of Adjusted EBITDA shown below is based upon amounts derived from the Company’s financial statements prepared in conformity with GAAP.

	Three Months Ended December 31,					Twelve Months Ended December 31,
	2011		2010			2011		2010
Net income (loss)	$	12,246	$	20,384		$	24,566	$	(36,838	)
Interest expense, net		1,600		1,893			5,784		30,770
Income tax expense		5,420		14,542			10,136		26,942
Depreciation and amortization expense		25,419		35,938			91,234		110,735
Equity in losses of INOVA Geophysical		13,018		15,541			22,862		23,724
Gain on legal settlement		—		(24,500	)		—		(24,500	)
Impairment of cost method investments		1,312		7,650			1,312		7,650
Loss on disposition of land division		—		—			—		38,115
Fair value adjustment of the warrant		—		—			—		(12,788	)
Adjusted EBITDA	$	59,015	$	71,448		$	155,894	$	163,810

NEWS RELEASE

Reconciliation of Income from Operations Excluding the

Legacy Land Systems (INOVA) Segment

(Non-GAAP Measure)

(In thousands)

(Unaudited)

The financial results reflected in the Consolidated Statements of Operations, Consolidated Balance Sheets and Consolidated Statements of Cash Flows contained in this press release are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is our income from operations excluding our Legacy Land Systems (INOVA) segment. This segment was contributed to our joint venture (INOVA Geophysical) on March 25, 2010. Therefore, beginning on March 26, 2010, this contributed business is no longer consolidated into our results of operations. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income from operations or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the twelve months ended December 31, 2010:

	Twelve Months Ended December 31, 2010
	As Reported		Legacy Land Systems			As Adjusted
Net revenues	$	444,322	$	(16,511	)	$	427,811
Cost of sales		278,589		(17,495	)		261,094
Gross profit		165,733		984			166,717
Operating expenses:
Research, development and engineering		25,227		(4,181	)		21,046
Marketing and sales		30,405		(1,559	)		28,846
General and administrative		57,254		(2,899	)		54,355
Total operating expenses		112,886		(8,639	)		104,247
Income from operations	$	52,847	$	9,623		$	62,470

NEWS RELEASE

Reconciliation of Special Items to Diluted Earnings per Share

(Non-GAAP Measure)

(In thousands, except per share data)

(Unaudited)

The financial results are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is income from operations or net income (loss) excluding certain charges or amounts. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income from operations, net income (loss) or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the three and twelve months ended December 31, 2011 and 2010:

	Three Months Ended December 31, 2011
	As Reported			Restructuring Charges1			Investment Charges2		As Adjusted
Net revenues	$	159,883		$	—		$	—	$	159,883
Cost of sales		95,266			—			—		95,266
Gross profit		64,617			—			—		64,617
Operating expenses		31,189			(2,928	)		—		28,261
Income from operations		33,428			2,928			—		36,356
Interest expense, net		(1,600	)		—			—		(1,600	)
Equity in losses of INOVA Geophysical		(13,018	)		—			7,680		(5,338	)
Impairment of cost method investment		(1,312	)		—			1,312		—
Other income		168			—			—		168
Income tax expense		5,420			705			—		6,125
Net income		12,246			2,223			8,992		23,461
Net income attributable to noncontrolling interests		105			—			—		105
Net income attributable to ION		12,351			2,223			8,992		23,566
Preferred stock dividends		338			—			—		338
Net income applicable to common shares	$	12,013		$	2,223		$	8,992	$	23,228
Net income per share:
Basic	$	0.08							$	0.15
Diluted	$	0.08							$	0.15
Weighted average number of common shares outstanding:
Basic		155,292								155,292
Diluted		162,132								162,132

NEWS RELEASE

	Twelve Months Ended December 31, 2011
	As Reported			Restructuring Charges1			Investment Charges2		As Adjusted
Net revenues	$	454,621		$	—		$	—	$	454,621
Cost of sales		281,176			—			—		281,176
Gross profit		173,445			—			—		173,445
Operating expenses		106,650			(2,928	)		—		103,722
Income from operations		66,795			2,928			—		69,723
Interest expense, net		(5,784	)		—			—		(5,784	)
Equity in losses of INOVA Geophysical		(22,862	)		—			7,680		(15,182	)
Impairment of cost method investment		(1,312	)		—			1,312		—
Other expense		(2,135	)		—			—		(2,135	)
Income tax expense		10,136			705			—		10,841
Net income		24,566			2,223			8,992		35,781
Net income attributable to noncontrolling interests		208			—			—		208
Net income attributable to ION		24,774			2,223			8,992		35,989
Preferred stock dividends		1,352			—			—		1,352
Net income applicable to common shares	$	23,422		$	2,223		$	8,992	$	34,637
Net income per share:
Basic	$	0.15							$	0.22
Diluted	$	0.15							$	0.22
Weighted average number of common shares outstanding:
Basic		154,811								154,811
Diluted		156,090								156,090

¹  Relates to restructuring charges related to ION’s geophone operations in the Netherlands.

²  Relates to ION’s 49% share of a write-down of inventory by INOVA Geophysical and the impairment of one of ION’s investments.

	Three Months Ended December 31, 2010
	As Reported			Gain on Legal Settlement4			Investment Charges5		As Adjusted
Net revenues	$	158,623		$	—		$	—	$	158,623
Cost of sales		92,266			—			—		92,266
Gross profit		66,357			—			—		66,357
Operating expenses		31,886			—			—		31,886
Income from operations		34,471			—			—		34,471
Interest expense, net		(1,893	)		—			—		(1,893	)
Equity in losses of INOVA Geophysical		(15,541	)		—			9,475		(6,066	)
Gain on legal settlement		24,500			(24,500	)		—		—
Impairment of cost method investment		(7,650	)		—			7,650		—
Other income		1,039			—			—		1,039
Income tax expense		14,542			(8,575	)		—		5,967
Net income		20,384			(15,925	)		17,125		21,584
Preferred stock dividends		338			—			—		338
Net income applicable to common shares	$	20,046		$	(15,925	)	$	17,125	$	21,246
Net income per share:
Basic	$	0.13							$	0.14
Diluted	$	0.13							$	0.14
Weighted average number of common shares outstanding:
Basic		152,572								152,572
Diluted		159,698								159,698

NEWS RELEASE

	Twelve Months Ended December 31, 2010
	As Reported			Loss on Disposition			Refinancing and  Warrant Charges3			Gain on Legal Settlement4			Investment Charges5		As Adjusted
Net revenues	$	444,322		$	—		$	—		$	—		$	—	$	444,322
Cost of sales		278,589			—			—			—			—		278,589
Gross profit		165,733			—			—			—			—		165,733
Operating expenses		112,886			—			—			—			—		112,886
Income from operations		52,847			—			—			—			—		52,847
Interest expense, net		(30,770	)		—			18,777			—			—		(11,993	)
Loss on disposition of land division		(38,115	)		38,115			—			—			—		—
Fair value adjustment of warrant		12,788			—			(12,788	)		—			—		—
Equity in losses of INOVA Geophysical		(23,724	)		—			—			—			9,475		(14,249	)
Gain on legal settlement		24,500			—			—			(24,500	)		—		—
Impairment of cost method investment		(7,650	)		—			—			—			7,650		—
Other income		228			—			—			—			—		228
Income tax expense		26,942			(19,841	)		3,542			(8,575	)		—		2,068
Net income (loss)		(36,838	)		57,956			2,447			(15,925	)		17,125		24,765
Preferred stock dividends		1,936			—			—			—			—		1,936
Net income (loss) applicable to common shares	$	(38,774	)	$	57,956		$	2,447		$	(15,925	)	$	17,125	$	22,829
Net income per share:
Basic	$	(0.27	)												$	0.16
Diluted	$	(0.27	)												$	0.16
Weighted average number of common shares outstanding:
Basic		144,278														144,278
Diluted		144,278														144,934

³  Relates to the write-off of unamortized debt issuance costs relating to our first quarter 2010 re-financings and the non-cash debt discount and fair value adjustment to the warrant from January 1, 2010 through March 25, 2010, the date of the closing of INOVA Geophysical.

⁴  Relates to a gain associated with cash received from the Greatbatch legal settlement in Q4 2010.

⁵  Relates to ION’s 49% share of a write-down of inventory by INOVA Geophysical and the impairment of one of ION’s investments.

#####

EX-99.2

ION Earnings Call –

Q4 2011

Earnings Call Presentation

February 16, 2012

Exhibit 99.2

Earnings Call Introduction

Corporate Participants & Contact Information

CONTACT INFORMATION

If

you

have

technical

problems

during

the

call,

please

contact

DRG&L

at

713

529

6600.

If

you

would

like

to

listen

to

a

replay

of

today's

call,

it

will

be

available

via

webcast

in

the

Investor

Relations

section

of

the

Company's

website

-

www.iongeo.com

for

approximately

12

months. 

BRIAN HANSON

Chief Executive Officer

GREG HEINLEIN

Chief Financial Officer

2

Earnings Call Introduction

FORWARD-LOOKING STATEMENTS

The information included herein contains forward-looking statements within

the meaning of Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

Actual results may vary fundamentally from those described in these

forward-looking statements.

All forward-looking statements reflect numerous assumptions and involve a

number of risks and uncertainties.

These risks and uncertainties include risk factors that are disclosed by ION

from time to time in its filings with the Securities and Exchange Commission.

3

Market Outlook

Oil Prices

4

•

Expect oil prices to remain in the $80 -

$100 range, supporting continued

frontier exploration in challenging environments, including deepwater and

Arctic.

•

Expect natural decline of large global oil reserves.

Market Outlook

Natural Gas Prices

5

•

Expect

depressed

natural

gas

prices

to

cause

shift

to

liquids

in

North

America.

•

Creating increased pressure on shale operators to locate, complete and

produce shale gas more efficiently.

Market Outlook

Marine Seismic --

Towed Streamer

6

Source: ODS Petrodata, Company Analysis

•

Seismic fleet expected to grow, with majority of new vessels 3D.

•

Expect streamer count and length to continue to increase with market move to

higher-end 12-

to 14-streamer vessels.

7

•

Seabed spending has increased 150%, driven by need for higher resolution

imaging.

•

Seeing increased OBC activity for 3D/4D surveys.

Source: ODS Petrodata, Company Analysis

Market Outlook

Marine Seismic –

Ocean Bottom Cable

Market Outlook

Summary

8

•

Land equipment spending slowly

improving.

•

North American shale-based seismic

equipment spending may be negatively

impacted in 2012.

•

Trend toward larger land surveys and

increased channel count, requiring higher

resolution images in the Middle East.

Market Outlook

Summary

9

•

Expanding exploration cycle.

•

Continued growth in global shale

exploration and production.

•

Continued E&P investment in frontier

exploration.

•

Slow recovery of land seismic.

ION Areas of Focus

Challenging Environments

Arctic, Shallow/Obstructed Water, Transition Zone and Desert

Complex Geologies 

Subsalt, Sub Basalt, Thrust Belt and Carbonates

Unconventional Reservoirs

Shales, Tight Gas and Oil Sands

Basin Exploration

BasinSPAN™

Data Library

10

2011 Highlights

11

•

Systems segment revenues increased 34%,

including 12-streamer sale to BGP.

•

Continued BasinSPAN traction in Arctic,

Brazil, East and West Africa.

•

Good

progress

on

ResSCAN

TM

3D

multi-

client acquisitions in Marcellus shale.

•

Record Solutions backlog of $134M.

•

Record multi-client investment in 2011 -

$144M.

•

Continued improving GOM trends.

•

Expect profitable INOVA Q4 results.

ION delivers fourth quarter diluted EPS of $0.15 on net income of $23 million (excluding special items).

Consolidated revenues of $160 million for the fourth quarter consistent with the prior year period.

Systems revenues of $67 million for Q4 increased 58% over the prior period due to continued strong

demand for marine towed streamer equipment.

Solutions revenues of $83 million for Q4 decreased 22% compared to the prior period.

–

New venture revenues increased more than 60% for Q4 related to projects in the North American

shales, East Africa and the Arctic.

–

Data library revenues decreased 54% for Q4 compared to the prior-year, which included

exceptionally strong data library sales in Q4 2010.

–

Data processing revenues decreased 10% for Q4 compared to the prior-year attributable to the

lagging effects of the Gulf of Mexico oil spill.

–

Solutions backlog reached a record level of $134 million due to increased demand for data

processing services.

Software segment revenues of $9 million for Q4 were essentially flat compared to the prior-year period

with a steady stream of software subscription sales.

–

Total of 51 Orca

®

installations as of year end.

Strong momentum heading into 2012.

12

Q4 2011 Highlights

Financial Overview

Year-over-Year Revenue Comparison

Including Legacy Land Systems

Excluding Legacy Land Systems

Software

Systems

Solutions

13

Systems Segment

Financial Overview

Revenue by Type

Towed Streamer Equipment

Other

14

Solutions Segment

Financial Overview

Revenue by Type

Multi-client Investments

Solutions Backlog

Q4 2011                                             $134 M

Actual Investment

Data

Processing

Data

Libraries

New

Ventures

Q2 2011                               $117 M

15

Q3 2011                       $106 M

Q4 2010        $81 M

$150 M

$130 M

Solutions –

Revenue vs Backlog

Quarterly Trends

16

Solutions historically has a 1 –

2 quarter delay from backlog to revenue.

ION Data Library Investment Relative to Revenue

Average Per Year

17

FY’06 -

FY’11 MCDL Revenue vs MCDL Investment

ION Data Library Investment Relative to Revenue

Average Per Quarter (’06 –

’11)

18

Multi-Client Data Library Revenue vs. Average Investment

Software Segment

Financial Overview

Revenue by Type (GBP)

Services

Software Systems

% of Seismic Vessels with Orca

Orca Vessel Conversion

51

vessels

2011

Orca-Permanent

Other

44

vessels

2010

19

Financial Overview

Adjustments in Q4

Results for 2011 include three special pre-tax items incurred in the fourth quarter:

•

The

first

item

is

a

$7.7

million

charge

representing

ION’s

49%

share

of

a

write-down

of

excess

inventory

by

INOVA

Geophysical; 

•

The

next

item

is

a

$2.9

million

restructuring

related

our

Sensor

geophone

business;

and 

•

The

last

item

is

a

$1.3

million

impairment

on

an

investment.

Total Q4 adjustments of approximately $0.07 per diluted share

20

EPS Reported $0.08                     EPS Adjusted $0.15

Financial Overview

Balance Sheet as of December 31, 2011

Capital Employed

Financing

Cash & ST Investments

Net Fixed Assets

Multi-Client Data Library

Goodwill & Equity in INOVA

Equity

LT Debt

Net Debt of $35M*

* Net Debt = Total Debt ($99M LT & $6M ST) less Cash & ST Investments

$99M

$176M

$70M

Remaining Working Capital

21

Financial Overview

Liquidity & LT Debt as of December 31, 2011

Liquidity of $170M

LT Debt of $99M

Cash & ST Investments

Undrawn Revolver

Term Loan

Facility & Equipment Leases

6%

Revolver and Term A both mature in March 2015

22

Financial Overview

Cash Flow

Year Ended

December 31,

SUMMARIZED CASH FLOW

2011

2010

Cash from operations

135,307

181,490

Working capital

(5,506)

(48,050)

Multi-client investment

(143,782)

(64,426)

PP&E Capital Expenditures

(11,060)

(7,372)

Free Cash Flow*

(25,041)

61,642

•

Cash from operations was impacted by $14 million higher tax payments in 2011 and $24.5

million of cash received from a legal settlement in 2010.

•

2011 multi-client investment up $79 million over 2010.

*Non-GAAP Measure

23

INOVA Geophysical

Q4 2011 Financial Overview*

FY10 vs FY11 Forecasted Revenues

•

Estimated Q4 revenues of $58 to $62 million with

operating income of $5 to $8 million.

•

Revenue 39% ahead of the same period last year.

•

Inventory further reduced in Q4 to lowest level in a

year.

•

Credit line capacity of $27 million in place to support

2012 growth.

24

*   ION

to

share

in

49%

of

these

estimated

results.

These

estimates

are

unaudited.

INOVA Geophysical

General Market Observations/Operational Highlights

•

High vibrator sales  in Q4 (70 units), including Saudi deliveries for BGP and the first 6

units built in China.

•

Strong ARIES

®

sales in Q4 totaling $13 million.

•

Continued BGP purchases totaling $19 million for Q4.

•

2 FireFly

®

rental projects ongoing in the Marcellus: one with ION’s GeoVentures™

group.

•

1,000

Km²

FireFly

project

in

Mexico

also

progressing

with

good

production

rates.

•

Field testing of new products in process to support 2012 sales opportunities.

25

Solid Momentum Heading into 2012

26

Expect the following assumptions for 2012:

•

All business units to see year-over-year growth in 2012.

•

¼

or more of annual earnings in the front half of the year.

•

Data processing business to benefit by largest backlog and    

grow at normal historical rates.

•

Annual data library investment to remain in the range of

$130 to $150 million.

•

Marine to sell at least two large ticket systems (either

towed streamer or OBC).

•

Continued progress at INOVA, resulting in break even full-

year results for 2012.

•

Operating expenses to remain flat as a percentage of

revenue.

•

Interest expense to be in the range of $4 to $7 million.

•

Effective tax rate to range from 22% to 25%.

27