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): November 8, 2012

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12691 (Commission file number) 22-2286646 (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 November 8, 2012, ION Geophysical Corporation (the “Company”) issued a press release containing information regarding the Company’s results of operations for the quarter ended September 30, 2012. 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 Friday, November 9 at 10:00 a.m. Eastern Time (9:00 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 may 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, future investments, predicted outcomes of litigation 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 associated with pending and future litigation, including the WesternGeco lawsuit; audit adjustments and other modifications to the Company’s financial statements not currently foreseen; the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; economic downturns and volatile credit environments; international political and economic events and turmoil, the performance of INOVA; the Company’s level of indebtedness, including compliance with debt covenants; competitors’ product offerings and pricing pressures resulting therefrom; risks that sources of capital may not prove adequate; collection of receivables; and 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 NumberDescription

99.1        Press Release dated November 8, 2012.

99.2        November 9, 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: November 8, 2012	ION GEOPHYSICAL CORPORATION
	By:	/s/ DAVID L. ROLAND
		David L. Roland
		Senior Vice President, General Counsel and
		Corporate Secretary

4

EXHIBIT INDEX

Exhibit NumberDescription

99.1        Press Release dated November 8, 2012.

99.2        November 9, 2012 Conference Call Presentation Slides.

5

EX-99.1

ION Reports Solid Third Quarter 2012 Results

Revenue increased 18%; net income increased 71%; EPS of $0.09

HOUSTON– November 8, 2012 – ION Geophysical Corporation (NYSE: IO) today reported third quarter 2012 revenues of $136.3 million, an 18% increase from revenues of $115.7 million in third quarter 2011. Gross margin reached 41% compared to 38% in third quarter 2011. Third quarter net income increased to $14.9 million, or $0.09 per diluted share, compared to net income of $8.7 million, or $0.06 per diluted share, in third quarter 2011. Adjusted EBITDA increased 41% to $56.8 million compared to $40.3 million in third quarter 2011 due to improved overall results of operations.

The Company’s third quarter results included abnormally high legal expenses resulting from two previously disclosed patent infringement lawsuits involving the Company, one brought by WesternGeco and the other brought against Sercel. Adjusting for these unusual legal expenditures, net of tax, the Company’s net income for the third quarter would have been $17.4 million, or $0.11 per diluted share.

Brian Hanson, the Company’s Chief Executive Officer, commented, “We are pleased with the solid results we delivered in the third quarter and year-to-date. This quarter we generated significant growth in revenue and earnings as compared to the same quarter last year, led by the continued robust performance of our Solutions business. On a year-to-date basis, total ION revenues are up 20%, with year-to-date growth across all three of our business segments.

“Our data processing business continues to improve in both revenues and profitability, with our sixth sequential quarterly improvement in revenue. Additionally, our new WiBand^TM broadband solution continues to gain momentum as we launched several commercial projects. We finished the third quarter of 2012 with record data processing revenues and backlog. Our investments in our international data processing infrastructure are paying off and we expect this growth to continue.

“Our GeoVentures division continues to perform exceptionally well, delivering record third quarter revenues, driven by a combination of strong library sales and an increase in new venture programs. We completed acquisition on several new venture programs, including 2D programs offshore South America and East Africa, and our 3D gravity gradiometry program offshore Greenland. Additionally, we completed acquisition on two ResSCAN^TM programs in North America. GeoVentures also finished the third quarter with record backlog. Our overall Solutions backlog at the end of the quarter was $199 million, up 87% compared to the same period last year.

“Our Marine division continued to experience soft revenues attributable to modest capital spending by our contractor customers related to new vessel introductions during the third quarter and decreased towed streamer product sales. However, we continued to realize healthy ocean-bottom equipment revenues in the third quarter partially offsetting the softness in our other marine and land sensor product lines.

“Our software business also had a record quarter driven by continued healthy Orca^® software and hardware sales. Additionally, we continue to experience solid growth in our on-board acquisition optimization services business model.

“INOVA reported revenues of $47.4 million in their second quarter of 2012, up 40% from their second quarter of 2011, driven by a 30,000 channel sale of their new wireless Hawk^TM product, strong U.S.-based vibrator sales, and the delivery of an additional 9,000 channels of G3i^TM (their new cable-based system) to BGP.”

THIRD QUARTER 2012

The 18% increase in total revenues over third quarter 2011 was led by strong growth in the Company’s Solutions and Software businesses. Solutions segment revenues increased 26% to $92.1 million compared to $73.2 million in third quarter 2011, driven by continued growth in data processing, robust multi-client activity offshore South America, East Africa, and Greenland, and acquisition in the Company’s ResSCAN programs. Additionally, the Company experienced strong interest in its data library programs offshore Africa, South America, India, and in the Gulf of Mexico.

Software segment sales were $13.1 million compared to $10.2 million in third quarter 2011. Excluding foreign currency effects, Software segment revenues increased 30% due to demand for the Company’s Orca and Gator^® software and onboard acquisition optimization services.

Systems segment sales decreased 4% to $31.1 million compared to $32.3 million in third quarter 2011, due primarily to decreased sales of towed streamer equipment products as compared to the same period last year, partially offset by growth in the Company’s ocean-bottom cable product line.

Consolidated gross margins during the third quarter increased to 41% from 38% in third quarter 2011. The improvement was driven by the Solutions segment, which increased margins to 36% from 31%, led by data processing revenue growth and higher-margin new venture programs.

Third quarter consolidated operating margins increased to 18% compared to 16% in third quarter 2011, benefitting from higher gross margins in Solutions, partially offset by unusual legal expenses and continued investment in R&D. Solutions operating margins improved to 24% from 19% due to growth in the data processing business and margin improvement in new venture programs. Software segment operating margins remained at 70%, while Systems operating margins decreased slightly from 21% to 20% in the third quarter. Excluding the impact of the unusual legal expenses, third quarter 2012 consolidated operating margins would have been 21%.

The Company’s effective tax rate during the third quarter was 28.5% compared to 27.9% in third quarter 2011. The increase in the effective tax rate was due to changes in the distribution of earnings between U.S. and foreign jurisdictions.

The Company accounts for its 49% interest in INOVA Geophysical as an equity method investment on a one fiscal quarter-lag basis. As a result, the Company’s share of INOVA Geophysical’s second quarter 2012 financial results is included in the Company’s third quarter results. For second quarter 2012, INOVA Geophysical reported revenues of $47.4 million, up 40% from $33.8 million in second quarter 2011. INOVA Geophysical reported a net loss of $3.5 million for second quarter 2012, compared to a net loss of $9.8 million in second quarter 2011. For third quarter 2012, the Company recognized losses on its INOVA equity investment of approximately $1.7 million compared to a loss of $4.8 million for the prior year period.

The Company’s total cash and cash equivalents were $47.5 million as of September 30, 2012. Additionally, under its amended $175 million credit facility, the Company had $77.8 million of unused capacity as of September 30, 2012.

YEAR-TO-DATE 2012

Total revenues for the first nine months of 2012 increased 20% to $353.2 million compared to $294.7 million for the same period in 2011, with year-to-date growth across all business segments.

Solutions segment revenues for the first nine months of 2012 increased 28% to $230.2 million primarily as a result of continuing data processing expansion, robust international offshore new venture programs, and healthy library sales. Software and Systems segment revenues during the period increased by 12% and 6%, respectively.

Consolidated gross margins for the period increased to 40% compared to 37% in the same period of 2011 due to the data processing expansion and multi-client program profitability improvements.

Consolidated operating margins for the first nine months of 2012 increased to 14% from 11% in the same period of 2011. Solutions operating margins increased to 21% from 13% due to growth of data processing revenues as well as profitability improvements in the multi-client business. Software segment operating margins increased to 67% from 64%, while Systems operating margins decreased from 26% to 18% in the first nine months of 2012, as compared to the same period of 2011. The decline in Systems operating margins was due primarily to the reduction in towed streamer equipment sales in the first nine months of 2012. While overall consolidated gross margins have improved, operating expenses as a percent of revenues increased to 26.4% from 25.6%, driven by the abnormally high external legal expenses as well as continued investment in R&D for the Company’s next generation technologies across its various business segments. Excluding the impact of the unusual legal expenses, consolidated operating margins for the first nine months of 2012 would have been 16%.

The Company’s effective tax rate during the first nine months of 2012 was 27.7%, relatively flat compared to 2011.

For the first nine months of 2012, net income was $35.1 million, or $0.22 per diluted share, compared to net income of $11.4 million, or $0.07 per diluted share, in the first nine months of 2011. Adjusting for the unusual legal expenditures, net of tax, net income for the first nine months of 2012 would have been $40.1 million, or $0.25 per diluted share.

OUTLOOK

Greg Heinlein, the Company’s Chief Financial Officer, commented, “We delivered solid results with year-to-date revenues up 20% over last year and year-to-date earnings of $0.25 per diluted share, after adjusting for the unusually high legal expenses.

“Our third quarter represented another successful quarter this year of growing revenues and earnings. While unplanned legal costs impacted this quarter’s operating expenses, we remain confident in our ability to execute year-over-year revenue and earnings growth in spite of these headwinds.

“Our Solutions segment continues to drive successive quarterly improvements, between new venture underwriting and data library sales. We continue to increase our focus on E&P company solutions, while improving our marine and land businesses with investments into newer products and new go-to-market strategies.

“INOVA had a strong second quarter, as reflected in our third quarter results. We expect to record an equity loss in our fourth quarter, but continue to expect our INOVA equity income to be modestly profitable for the year.

“Based on our market outlook and robust pipeline of order activity, we are confidently investing in each of our businesses and remain positioned to achieve year-over-year improvement in both revenue and profitability for full year 2012.”

CONFERENCE CALL

The Company has scheduled a conference call for Friday, November 9, 2012, at 10:00 a.m. Eastern Time that will include a slide presentation to be posted in the Investor Relations section of the ION website at 9:00 a.m. Eastern time. To participate in the conference call, dial 480-629-9645 at least 10 minutes before the call begins and ask for the ION conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until November 23, 2012. To access the replay, dial 303-590-3030 and use pass code 4570327#.

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 companies 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.

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 may 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 risks associated with litigation, including the lawsuit brought by WesternGeco; the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; the operation of the INOVA Geophysical joint venture; the Company’s level and terms of indebtedness; 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; 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, 2011 and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed during 2012.

Tables to follow

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Product revenues	$	43,300		$	41,760		$	120,746		$	113,163
Service revenues	93,023			73,894			232,501			181,575
Total net revenues	136,323			115,654			353,247			294,738
Cost of products	21,229			21,568			60,327			53,831
Cost of services	59,136			50,028			149,863			132,079
Gross profit	55,958			44,058			143,057			108,828
Operating expenses:
Research, development and engineering	7,504			6,325			25,536			18,070
Marketing and sales	8,091			8,199			24,162			23,079
General and administrative	15,314			11,038			43,695			34,312
Total operating expenses	30,909			25,562			93,393			75,461
Income from operations	25,049			18,496			49,664			33,367
Interest expense, net	(1,237		)	(1,382		)	(4,119		)	(4,184		)
Equity in earnings (losses) of INOVA Geophysical	(1,684		)	(4,811		)	4,561			(9,844		)
Other income (expense)	(936		)	199			(727		)	(2,303		)
Income before income taxes	21,192			12,502			49,379			17,036
Income tax expense	6,037			3,484			13,666			4,716
Net income	15,155			9,018			35,713			12,320
Net income attributable to noncontrolling interest	42			34			436			103
Net income attributable to ION	15,197			9,052			36,149			12,423
Preferred stock dividends	338			338			1,014			1,014
Net income applicable to common shares	$	14,859		$	8,714		$	35,135		$	11,409
Net income per share:
Basic	$	0.10		$	0.06		$	0.23		$	0.07
Diluted	$	0.09		$	0.06		$	0.22		$	0.07
Weighted average number of common shares outstanding:
Basic	155,918			155,166			155,698			154,648
Diluted	162,852			162,227			162,680			156,095

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	47,479		$	42,402
Short-term investments	—			20,000
Accounts receivable, net	93,484			130,612
Unbilled receivables	66,526			25,628
Inventories	72,145			70,145
Prepaid expenses and other current assets	21,523			13,460
Total current assets	301,157			302,247
Deferred income tax asset	16,534			17,645
Property, plant, equipment and seismic rental equipment, net	39,246			24,771
Multi-client data library, net	212,457			175,768
Investment in INOVA Geophysical	77,119			72,626
Goodwill	55,422			53,963
Intangible assets, net	15,791			17,716
Other assets	10,121			9,322
Total assets	$	727,847		$	674,058
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	2,878		$	5,770
Accounts payable	25,537			22,296
Accrued expenses	76,678			61,384
Accrued multi-client data library royalties	20,854			15,318
Deferred revenue	21,537			33,802
Total current liabilities	147,484			138,570
Long-term debt, net of current maturities	101,433			99,342
Other long-term liabilities	7,423			7,719
Total liabilities	256,340			245,631
Redeemable noncontrolling interest	2,155			2,615
Equity:
Cumulative convertible preferred stock	27,000			27,000
Common stock	1,560			1,555
Additional paid-in capital	847,130			843,271
Accumulated deficit	(387,463		)	(423,612		)
Accumulated other comprehensive loss	(12,869		)	(16,193		)
Treasury stock	(6,565		)	(6,565		)
Total stockholders’ equity	468,793			425,456
Noncontrolling interests	559			356
Total equity	469,352			425,812
Total liabilities and equity	$	727,847		$	674,058

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	35,713		$	12,320
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization (other than multi-client library)	11,532			10,649
Amortization of multi-client library	66,911			55,166
Stock-based compensation expense	4,473			4,177
Equity in (earnings) losses of INOVA Geophysical	(4,561		)	9,844
Deferred income taxes	795			(7,254		)
Change in operating assets and liabilities:
Accounts receivable	37,526			(10,842		)
Unbilled receivables	(40,898		)	25,212
Inventories	(8,540		)	(30,539		)
Accounts payable, accrued expenses and accrued royalties	22,812			(1,108		)
Deferred revenue	(12,316		)	19,046
Other assets and liabilities	(2,115		)	(527		)
Net cash provided by operating activities	111,332			86,144
Cash flows from investing activities:
Investment in multi-client data library	(105,600		)	(91,594		)
Purchase of property, plant and equipment	(11,892		)	(9,024		)
Investment in seismic rental equipment	(1,674		)	—
Maturity (net purchases) of short-term investments	20,000			(28,000		)
Investment in convertible notes	(2,000		)	(6,500		)
Other investing activities	—			50
Net cash used in investing activities	(101,166		)	(135,068		)
Cash flows from financing activities:
Payments on long-term debt	(2,776		)	(4,880		)
Repayment of term loan	(98,250		)	—
Borrowings under amended revolving line of credit	148,250			—
Payments under amended revolving line of credit	(51,000		)	—
Cost associated with debt amendment	(1,313		)	—
Payment of preferred dividends	(1,014		)	(1,014		)
Proceeds from exercise of stock options	563			13,047
Other financing activities	338			665
Net cash (used in) provided by financing activities	(5,202		)	7,818
Effect of change in foreign currency exchange rates on cash and cash equivalents	113			(23		)
Net increase (decrease) in cash and cash equivalents	5,077			(41,129		)
Cash and cash equivalents at beginning of period	42,402			84,419
Cash and cash equivalents at end of period	$	47,479		$	43,290

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT INFORMATION

(In thousands)

(Unaudited)

	Three Months Ended    September 30,						Nine Months Ended       September 30,
	2012			2011			2012			2011
Net revenues:
Solutions:
New Venture	$	40,817		$	35,597		$	91,355		$	67,819
Data Library	22,756			15,166			55,259			48,862
Total multi-client revenues	63,573			50,763			146,614			116,681
Data Processing	28,546			22,416			83,601			63,349
Total	$	92,119		$	73,179		$	230,215		$	180,030
Systems:
Towed Streamer	$	17,529		$	22,219		$	47,060		$	60,000
Ocean Bottom	7,969			—			13,104			509
Other	5,616			10,065			30,475			25,210
Total	$	31,114		$	32,284		$	90,639		$	85,719
Software:
Software Systems	$	12,186		$	9,476		$	30,107		$	27,444
Services	904			715			2,286			1,545
Total	$	13,090		$	10,191		$	32,393		$	28,989
Total	$	136,323		$	115,654		$	353,247		$	294,738
Gross profit:
Solutions	$	33,142		$	22,600		$	81,031		$	47,106
Systems	12,731			13,397			37,777			40,752
Software	10,085			8,061			24,249			20,970
Total	$	55,958		$	44,058		$	143,057		$	108,828
Gross margin:
Solutions	36		%	31		%	35		%	26		%
Systems	41		%	41		%	42		%	48		%
Software	77		%	79		%	75		%	72		%
Total	41		%	38		%	40		%	37		%
Income from operations:
Solutions	$	22,341		$	13,897		$	49,381		$	22,751
Systems	6,335			6,852			16,070			21,989
Software	9,186			7,117			21,547			18,409
Corporate and other	(12,813		)	(9,370		)	(37,334		)	(29,782		)
Total	$	25,049		$	18,496		$	49,664		$	33,367
Operating margin:
Solutions	24		%	19		%	21		%	13		%
Systems	20		%	21		%	18		%	26		%
Software	70		%	70		%	67		%	64		%
Corporate and other	(9		)%	(8		)%	(11		)%	(10		)%
Total	18		%	16		%	14		%	11		%

Reconciliation of Adjusted EBITDA to Net Income

(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 or net income per share calculated under generally accepted accounting principles (GAAP). Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company believes that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of the Company’s ongoing business operations, including its ability to service 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 September 30,				Nine Months Ended September 30,
	2012		2011		2012			2011
Net income	$	15,155	$	9,018	$	35,713		$	12,320
Interest expense, net	1,237		1,382		4,119			4,184
Income tax expense	6,037		3,484		13,666			4,716
Depreciation and amortization expense	32,700		21,591		78,443			65,815
Equity in (earnings) losses of INOVA Geophysical	1,684		4,811		(4,561		)	9,844
Adjusted EBITDA	$	56,813	$	40,286	$	127,380		$	96,879

#####

EX-99.2

confcallpresentation

ION Earnings Call – Q3 2012 Earnings Call Presentation November 9, 2012

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 President and Chief Executive Officer GREG HEINLEIN Senior Vice President and 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

ION YTD Q3 2012 Highlights Continued Momentum – Solid Performance 4 260,000 280,000 300,000 320,000 340,000 360,000 Revenues ($ Thousands) Q3 11 Q3 12 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Gross Profit Q3 11 Q3 12 Up 20% $- $0.05 $0.10 $0.15 $0.20 $0.25 Diluted EPS Q3 11 Q3 12 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 Net Income ($ Thousands) Q3 11 Q3 12 • Strong revenue growth – up 20% • Net income up 208% • EPS up 214% • Delivered $0.22 EPS YTD • $0.25 EPS YTD adjusted for legal costs Up 214% Up 208% Up 3 pts

Global Outlook E&P Spending and Implications for Seismic 5 North America • Continued traction with ION ResSCANTM programs • Gulf of Mexico data processing picking up The Arctic • Continued interest in frontier exploration • Strong interest in ION technologies and operational expertise • ION back for 6th season Europe, Africa, Middle East • International markets leading E&P capex growth • Strong ION revenues E&P Industry Dynamics • E&P capex and seismic spend expected to grow Sources: Company data, Barclays Research, DRCO estimates, Spears

Market Observations Seismic Industry – Macro Trends Integration & consolidation in towed streamer industry  With CGGV acquisition of Fugro, Big 3 have 75% of streamer capacity  Growing demand for broadband solutions  Technology becoming even more relevant Continued growth in Ocean Bottom Seismic  Most capacity sold out for 2013 and into 2014, with demand driven by need for higher-quality images  Opportunity for sales of ION CalypsoTM OBC system 6 Source: ODS Petrodata, Company Analysis Big 3 with 75% of Streamer Capacity Source: Pareto Research

Market Observations International Data Processing Robust  Buoyant data processing market  Demand up – Gulf of Mexico and Internationally – Europe, Africa, Middle East  Record revenues in Q3 – 6th sequential quarterly revenue improvement  Ended Q3 with record data processing backlog  WiBandTM technology gaining momentum, with four commercial projects underway 7 Conventional Image WiBand Image WiBand Projects

Market Observations Continued Demand for Multi-client Programs Worldwide 8  Record third-quarter revenues and backlog  Strong demand driven by upcoming lease rounds  Completed acquisition of six programs in Q3  Data library revenues up 50% Y/Y  Expect normal Q4 uptick in multi- client data library revenue GeoVenturesTM Acquisition and Data Library Programs Q3 YTD 2012

Market Observations Changing Marine Seismic Market 9  Tightening market – vessel utilization and day rates up  Smaller towed streamer vessel equipment sales in 2012  Solid ION VSO II OBC system sales  Record revenues for ION Concept Systems software  Continued increasing demand for Concept Systems acquisition optimization services Source: ODS Petrodata, Company Analysis

Summary  Industry remains robust  ION growth in line with industry growth  International activity is strong  Well positioned to grow 10

- 20 40 60 80 100 120 140 160 Q3 11 Q3 12 Software Systems Solutions $ M illion s 11  Solutions revenues of $92 million, up 26% Y/Y  Software revenues of $13 million, up 30% in local currency Y/Y  Systems revenues of $31 million, down 4% Y/Y Q3 revenue growth led by strong growth in Solutions segment Financial Overview Revenues by Segment

Solutions Segment Financial Overview - 10 20 30 40 50 60 70 80 90 100 Q3 11 Q3 12 Revenue by Type Solutions Backlog $ M illion s Q4 11 $134 M Data Processing Data Libraries New Ventures Q3 12 $199 M 12 Q3 11 $106 M Q1 12 $129 M Data Processing and New Ventures activity strong. Ended Q3 with record backlog. Bac k lo g u p 8 7 % Y /Y Q2 12 $153 M Revenue vs. Backlog

42% 58% Software Segment Financial Overview - 1 2 3 4 5 6 7 8 9 Q3 11 Q3 12 £ M illion s Revenue by Type (GBP) Services Software Systems % of Seismic Vessels with Orca® Orca-Permanent Spectra/Pre-Orca ION versions 13 Record quarter. Steady subscription sales of Orca and Gator® software. Growing demand for on-board services.

Systems Segment Financial Overview - 5 10 15 20 25 30 35 40 Q3 11 Q3 12 $ M illion s Revenue by Type Towed Streamer Equipment OBC Other 14 Continued improvement of Seabed sales. Continuing softness in Towed Streamer sales.

INOVA Geophysical Financial Overview - 5 10 15 20 25 30 35 Q3 11 Q3 12* Revenues $ M illion s Q2 2012 • Revenues of $47.4 million with an operating loss of ($4) million** • Driven by 30,000 channel sale of Hawk™, strong U.S. vibrator sales, and delivery of an additional 9,000 channels of G3i ™ 15 *Forecast - 10 20 30 40 50 Q2 11 Q2 12 $ M illion s Revenues Q3 2012 • Estimated revenues of $23 to $27 million with an operating loss of ($7) to ($9) million** • Delivered 18,000 channels of G3i • Significant number of vibrator sales **ION to share in 49% of these results. 2012 estimates are unaudited.

Financial Overview Cash Flow Three Months Ended September 30, SUMMARIZED CASH FLOW 2012 2011 Cash from operations $ 54,211 $ 62,289 Working capital (28,609) (36,957) Multi-client investment (53,019) (45,492) PP&E Capital Expenditures (7,002) (1,784) Free Cash Flow (34,419) (21,944) Other Investing & Financing (1,384) (1,719) Cash flow, including ST investments (35,803) (23,663) Cash, Cash Equivalents & ST Investments (Beginning of Period) 83,282 94,953 Cash, Cash Equivalents & ST Investments (End of Period) $ 47,479 $ 71,290 16

Financial Overview Balance Sheet as of September 30, 2012 0 100 200 300 400 500 600 0 100 200 300 400 500 600 Capital Employed* Capital Book Value Cash Net Fixed Assets Multi-Client Data Library Goodwill & Equity in INOVA Equity $ M illion s $ M illion s Debt Net Debt of $57M** ** Net Debt = Debt less Cash $104M $212M $47M Other Working Capital 17 $187M $83M Q3 Q2 $105M Q2 Q3 *Assets less Current Liabilities

Continued Momentum in Q3 18 • Strong first three quarters of 2012 • Expect solid Y/Y growth throughout 2012 • Anticipate 2012 multi-client investment north of $140 million • Remain positive on outlook to achieve Y/Y quarterly improve- ment for balance of 2012

19