UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-33460

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		94-1690082 (I.R.S. Employer Identification No.)
Delaware(State or other jurisdiction ofincorporation or organization)	94-1690082(I.R.S. Employer Identification No.)
1500 CityWest Blvd., Suite 800 Houston, Texas (Address of principal executive offices)		77042 (Zip Code)
1500 CityWest Blvd., Suite 800Houston, Texas(Address of principal executive offices)	77042(Zip Code)

(713) 850-7600

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

	Title of Each Class		Name of Each Exchange on Which Registered
	Common Stock, $0.01 par value		NYSE AMEX

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer o Accelerated filer xo Non-accelerated filer o Smaller reporting company ox

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Aggregate market value of the common stock held by non-affiliates of the registrant as of June 30 29, ~~2011~~2012, computed by reference to the closing sale price of the registrant’s common stock on the NYSE ~~AMEX~~MKT on such date: $873.5 3 million. For purposes of this computation, all executive officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such a determination should not be deemed an admission that such executive officers, directors and 10% beneficial owners are affiliates.

Common Stock, par value $0.01 per share. Shares outstanding on March 16 12, ~~2012~~2013: 1819,~~990~~690,~~290~~642 shares

Documents Incorporated by Reference

Portions of the definitive proxy statement for the Registrant’s Annual Meeting of Stockholders to be held on June 14, 2012, which the Registrant expects to file with the Securities and Exchange Commission within 120 days after December 31, 2011, are incorporated by reference into Part III of this report.

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GEOKINETICS INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED ~~DECEMBER~~ December 31, ~~2011~~2012

TABLE OF CONTENTS

Glossary of Certain Defined Terms

Cautionary Statement Regarding Forward-Looking Statements

PART I
Item 1.	Business	46
Item 1A.	Risk Factors	1014
Item 1B.	Unresolved Staff Comments	2425
Item 2.	Properties	2425
Item 3.	Legal Proceedings	2426
Item 4.	Mine Safety Disclosures	2426
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2527
Item 6.	Selected Financial Data	2627
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2728
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	4645
Item 9A.	Controls and Procedures	4645
Item 9B.	Other Information	4846
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4847
Item 11.	Executive Compensation	4850
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4855
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4858
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	4860
PART IV
Item 15.	Exhibits and Financial Statement Schedules	4861
	Signatures	5165

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Glossary of Certain Defined Terms:

2002 Plan	2002 Stock Awards Plan	~~2002 Stock Awards Plan~~
2007 Plan	2007 Stock Awards Plan	~~2007 Stock Awards Plan~~
2010 Form 10-K		Annual Report on Form 10-K for the year ended December 31, 2010
2010 Plan	2010 Stock Awards Plan
2010 Plan		2010 Stock Awards Plan
2D	Two-dimensional
May 242D		Two-dimensional
3D	Three-dimensional
3D		Three-dimensional
4D	Four-dimensional
4D		Four-dimensional
ASC	Accounting Standards Codification
Amendment No. 1		Amendment to the RBC Revolving Credit Facility entered into on June 30, 2010
ASU	Accounting Standard Update
Amendment No. 2		Amendment to the RBC Revolving Credit Facility entered into on October 1, 2010
Avista	Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P.
Amendment No. 3		Amendment to the RBC Revolving Credit Facility entered into on December 13, 2010
Bankruptcy Court	United States Bankruptcy Court for the District of Delaware having jurisdiction over the Chapter 11 cases or any other court having jurisdiction over the Chapter 11 cases
Amendment No. 4		Amendment to the RBC Revolving Credit Facility entered into on April 1, 2011
Backstop DIP Lenders	ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., and ECF Value Fund International, Ltd.
ASC		Accounting Standards Codification
Company	Geokinetics Inc., collectively with its subsidiaries
ASU		Accounting Standard Update
Debtors	The companies that filed petitions for relief under Chapter 11 of the U.S. Code. Collectively, Geokinetics Inc., Geokinetics Holdings USA, Inc., Geokinetics Services Corp., Geokinetics Processing, Inc., Geokinetics Acquisition Company, Geokinetics USA, Inc., Geokinetics Intl Holdings, Inc., Geokinetics Management, Inc., Geokinetics International, Inc., and Advanced Seismic Technology, Inc.
Avista		Avista Capital Partners
DIP	Debtor-in-possession
CIT		CIT Group Equipment Financing, Inc.
DIP Facility	Senior Secured Debtor-In-Possession Credit Agreement, dated as of March 13, 2013, among the Company, as parent, Holdings, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the Backstop DIP Lenders.
Company		Geokinetics Inc., collectively with its subsidiaries
EBITDA	Earnings before interest, taxes, depreciation and amortization
EBITDA		Earnings before interest, taxes, depreciation and amortization
EPA	U.S. Environmental Protection Agency
Exchange Act	Securities Exchange Act of 1934, as amended	~~Securities Exchange Act of 1934, as amended~~
FASB		Financial Accounting Standards Board
Exit Facility	Exit financing under the reorganized Company
Forbearance Agreement and Amendment No. 5		Agreement / Amendment entered into with the Whitebox Revolving Credit Facility lenders on May 24, 2011
FASB	Financial Accounting Standards Board
GAAP		United States generally accepted accounting principles
Forbearance Agreement and Amendment No. 5	Agreement / Amendment entered into with the Whitebox Revolving Credit Facility lenders on May 24, 2011
Geokinetics		Geokinetics Inc., collectively with its subsidiaries
FCPA	Foreign Corrupt Practices Act
Grant Acquisition		Acquisition of Grant Geophysical, Inc. in September 2006
GAAP	United States generally accepted accounting principles
Holdings		Geokinetics Holdings USA, Inc.
Geokinetics	Geokinetics Inc., collectively with its subsidiaries
IASB		International Accounting Standards Board
GHGs	Carbon dioxide, methane, and other greenhouse gases
Lenders		Lenders party to the Whitebox Revolving Credit Facility, from time to time, and their respective successors, as permitted thereunder. References to “Lenders” include the original lenders party to the Forbearance Agreement and Amendment No. 5, as applicable
Holdings	Geokinetics Holdings USA, Inc., a wholly owned subsidiary of the Company
Levant		Levant America, S.A.
IASB	International Accounting Standards Board
LIBOR		London InterBank Offered Rate
Lenders	Lenders party to the Whitebox Revolving Credit Facility, from time to time, and their respective successors, as permitted thereunder. References to “Lenders” include the original lenders party to the Forbearance Agreement and Amendment No. 5, as applicable
Multi-client		Multi-client seismic data acquisition and seismic data library business
Levant	Levant America, S.A.
NOCs		National oil companies
LIBOR	London InterBank Offered Rate
NYSE Amex		New York Stock Exchange Amex
Multi-client	Multi-client seismic data acquisition and seismic data library business
Notes		9.75% Senior Secured Notes issued in December 2009, due December 2014
NOCs	National oil companies
OBC		Ocean bottom cable
NYSE MKT	NYSE MKT LLC
PGS		Petroleum Geo-Services ASA
Notes	Holdings' 9.75% Senior Secured Notes issued in December 2009, due December 2014
PGS Onshore		Certain entities and assets formerly comprising PGS’s worldwide onshore seismic data acquisition and multi-client seismic data acquisition business
NYDEC	New York Department of Environmental Conservation
PNC		PNC Bank, National Association
OBC	Ocean bottom cable
PNC Credit Facility		Revolving Credit, Term Loan and Security Agreement with PNC
OTCBB or OTCQB	Over the Counter Bulletin Board or OTC Markets Group OTCQB
RBC		Royal Bank of Canada
RBC Revolving Credit Facility		Revolving credit and letters of credit facility entered into on February 10, 2010 with a group of lenders led by RBC
SEC		Securities and Exchange Commission
Securities Act		Securities Act of 1933, as amended
Trace Acquisition		Acquisition of Trace Energy Services, Ltd. in December 2005
Whitebox Advisors		Whitebox Advisors LLC, as administrative agent for the lenders under the Whitebox Revolving Credit Facility
Whitebox Revolving Credit Facility		Revolving credit facility entered into with the Lenders and Whitebox Advisors as the administrative agent initially via the assignment, on May 24, 2011, of the RBC Revolving Credit Facility rights and obligations. An amended and restated credit agreement was entered into with the Lenders on August 12, 2011

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PGS	Petroleum Geo-Services ASA
PGS Onshore	Certain entities and assets formerly comprising PGS’s worldwide onshore seismic data acquisition and multi-client seismic data acquisition business
Plan	Proposed Joint Plan of Reorganization under Chapter 11 of the U.S. Code of the Debtors
PSD	Prevention of Significant Deterioration
QHSE	Quality, Health, Safety and Environmental
RBC	Royal Bank of Canada
RBC Revolving Credit Facility	Revolving credit and letters of credit entered into on February 10, 2010 with a group of lenders led by RBC, as amended on June 30, 2010, October 1, 2010, December 13, 2010 and April 1, 2011
RSA	Restructuring Support Agreement dated January 15, 2013, by and among the Debtors, American Securities Opportunities Advisors, LLC, Gates Capital Management, Inc. and other parties thereto, as beneficial owners of, or advisors, nominees or investment managers for beneficial owners, of the Notes, and Avista, as amended by Amendment One on February 4, 2013 and Amendment Two on March 5, 2013.
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
SEI	Seismic Exchange, Inc.
UK Bribery Act	UK Bribery Act of 2010
U.S. Code	Title 11 of the United States Bankruptcy Code, as amended from time to time, as applicable to the Chapter 11 cases
Whitebox Advisors	Whitebox Advisors LLC, as administrative agent for the lenders under the Whitebox Revolving Credit Facility
Whitebox Revolving Credit Facility	Revolving credit facility entered into with the Lenders and Whitebox Advisors as the administrative agent initially via the assignment, on May 24, 2011, of the RBC Revolving Credit Facility rights and obligations. An amended and restated credit agreement was entered into with the Lenders on August 12, 2011

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Cautionary Statement Regarding Forward-Looking Statements

Unless the context otherwise requires, references in this annual report to “the Company,” “our company,” “the registrant,” “we,” “our,” “us,” and “Geokinetics” shall mean Geokinetics Inc. and its consolidated subsidiaries.

We have made in this report, and may from time to time otherwise make in other public filings, press releases and discussions with our management, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act concerning our operations, economic performance and financial condition. These forward-looking statements are often accompanied by words such as “believe,” “should,” “anticipate,” “plan,” “continue,” “expect,” “potential,” “scheduled,” “estimate,” “project,” “intend,” “seek,” “goal,” “may” and similar expressions. These statements include, without limitation, statements about the Chapter 11 cases, our ability to meet our short-term liquidity needs, our market opportunity, our growth strategy, competition, expected activities, future acquisitions and investments, and the adequacy of our available cash resources. We urge you to read these statements carefully and caution you that matters subject to forward-looking statements involve risks and uncertainties, including economic, regulatory, competitive and other factors that may affect our business. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Our actual results in future periods may differ materially from those projected or contemplated within the forward-looking statements as a result of, but not limited to, the following factors:

~~· our~~• ~~ability~~the tomagnitude ~~raise~~of ~~capital,~~the ~~sell~~potential ~~assets~~adverse orimpacts ~~implement~~of ~~operational~~the ~~efficiencies~~filing toof ~~meet~~the ~~our~~Chapter ~~short-term~~11 ~~liquidity~~cases ~~needs~~on the Company's businesses, financial condition, or results of operations;

~~· our~~• the Company's ability to ~~convert~~obtain ~~backlog~~approval ~~into~~of ~~revenues~~the Bankruptcy Court with respect to motions in the Chapter 11 cases prosecuted from time to time and ~~realize~~to ~~higher~~develop, ~~margins~~prosecute, confirm, and ~~improved~~consummate ~~cash~~one ~~flows~~or more plans of reorganization with respect to the Chapter 11 cases and to consummate all of the transactions contemplated by one or more such plans or upon which consummation of such plans may be conditioned;

~~· a~~• ~~decline~~the intiming ~~capital~~of ~~expenditures~~confirmation byand ~~oil~~consummation ~~and~~of ~~gas~~one ~~exploration~~or ~~and~~more ~~production~~plans ~~companies~~of reorganization in accordance with its terms;

~~· market~~• ~~developments~~the ~~affecting,~~anticipated ~~and~~future ~~other~~performance ~~changes~~of ~~in,~~ the ~~demand~~reorganized ~~for seismic data and related services~~Company;

· • general economic conditions in the ~~timing~~markets ~~and~~in ~~extent~~which ofthe Company operates, including changes in ~~the~~interest ~~price~~rates ofor ~~oil~~currency ~~and~~exchange ~~gas~~rates;

~~· our~~• ~~future~~a decline in capital ~~requirements~~expenditures ~~and~~by ~~availability~~oil ofand ~~financing~~gas onexploration ~~satisfactory~~and ~~terms~~production companies;

~~· availability~~• orthe ~~increases~~Company' inability ~~the~~to ~~price~~convert ofbacklog ~~seismic~~into ~~equipment~~revenues and realize higher margins and improved cash flows;

~~· availability~~• ofmarket ~~crew~~developments ~~personnel~~affecting, and ~~technical~~other ~~personnel~~changes in, the demand for seismic data and related services;

~~· competition~~• the timing and extent of changes in the price of oil and gas;

~~· technological~~• ~~obsolescence~~the ofCompany's ~~our~~future ~~seismic~~capital ~~data~~requirements ~~acquisition~~and ~~equipment~~availability of financing on satisfactory terms;

~~· the~~• ~~condition~~availability ofor ~~the~~increases ~~capital~~in ~~markets~~the ~~generally,~~price ~~which~~of ~~will~~seismic ~~be affected by interest rates, foreign currency fluctuations and general economic conditions~~equipment;

~~· the~~• ~~effects~~availability of ~~weather~~crew orpersonnel ~~other~~and ~~events~~technical ~~that delay our operations~~personnel;

~~· cost~~• ~~and~~the ~~other~~Company's ~~effects of uncertainties inherent in legal proceedings, settlements, investigations and claims, including liabilities which may not be covered by indemnity or insurance~~competition;

~~· governmental~~• ~~regulation;~~technological ~~and~~obsolescence of the Company's seismic data acquisition equipment;

· • the ~~political~~condition ~~and~~of ~~economic climate in~~ the ~~foreign~~capital ormarkets ~~domestic~~generally, ~~jurisdictions~~which inwill ~~which~~be weaffected ~~conduct~~by ~~business~~interest rates, ~~including~~foreign ~~civil~~currency ~~unrest~~fluctuations, ~~wars,~~and ~~regime~~general ~~changes,~~economic ~~strikes, etc.~~conditions;


•	the effects of weather or other events that delay the Company's operations;

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•	cost and other effects of uncertainties inherent in legal proceedings, settlements, investigations, and claims, including liabilities which may not be covered by indemnity or insurance;


•	governmental regulation;


•	the political and economic climate in the foreign or domestic jurisdictions in which the Company conduct business, including civil unrest, wars, regime changes, and strikes;


•	the financial condition of the Company's service providers; and


•	other risks described herein and from time to time in the Company's SEC filings.

We have also discussed the risks to our business under the caption “Risk Factors” disclosed under Item 1A. Given these risks and uncertainties, we can give no assurances that results projected in any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report and the documents incorporated by reference herein might not occur.

Available Information

~~All~~Our ~~of our~~ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed with or furnished to the SEC are available free of charge through our Internet Website, http://www.geokinetics.com, as soon as reasonably practical after we have electronically filed such material with, or furnished it to, the SEC. Other information contained on our Internet Website is available for informational purposes only and should not be relied upon for investment purposes nor is it incorporated by reference in this Annual Report on Form 10-K. In addition, the SEC maintains an Internet Website containing reports, proxy and information statements, and other information filed electronically at www.sec.gov. You may also read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. The Company intends to deregister under the Exchange Act and to suspend its SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

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PART I

~~Item~~Beginning 1in 2011 and continuing into 2012, we incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about our liquidity. Our ~~Business~~financial position continued to deteriorate in the third quarter of 2012. With the assistance of our legal and financial advisors, during the fourth quarter of 2012, we entered into discussions with the Lenders, certain holders of the Notes and certain holders of our preferred stock regarding the restructuring of our balance sheet.

~~Our~~As ~~Business~~a result of these discussions, the Debtors entered into the RSA with holders of more than 70% in aggregate principal amount of the Notes and the largest holders of our preferred stock pursuant to which the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. We commenced a solicitation of acceptances of the Plan on February 7, 2013 and the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of our stakeholders. On March 10, 2013, the Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The pre-packaged Plan remains subject to the approval of the Bankruptcy Court. During the pendency of the bankruptcy proceedings, we plan to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court.

~~Our~~The ~~Company~~information isinclude ain ~~Delaware~~this ~~corporation~~Annual ~~incorporated~~Report on ~~January 31,~~Form ~~1980. We are a full~~10-~~service,~~K ~~global~~should ~~provider~~be ofread ~~seismic data acquisition, processing~~ and ~~integrated~~evaluated ~~reservoir~~in ~~geosciences~~this ~~services to the oil and natural gas industry~~context. We See ~~also~~Item ~~provide clients access~~1A, ~~via~~“Risk ~~licenses,~~Factors” tofor ~~our~~additional ~~multi-client seismic data library~~information. As an industry leader in land, transition zone and shallow water (down to 500 feet water depths) OBC environments, we have the capacity to operate up to 25 seismic crews with approximately 200,000 channels of seismic data acquisition equipment worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.

WeItem provide a suite of geophysical services including acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide1. ~~Seismic~~ data is used by our customers to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics. We also own a multi-client seismic data library whereby we maintain full or partial ownership of data acquired; client access is provided via licensing agreements. Our multi-client data library consists of data covering various areas in the United States, Canada and Brazil.Business

~~For~~Our ~~the years ended December 31, 2011, 2010 and 2009, we generated total revenues of $763.7 million, $558.1 million and $511.0 million, respectively.~~Business

~~Business~~Our ~~Segments~~Company is a Delaware corporation incorporated on January 31, 1980. We are a full-service, global provider of seismic data acquisition, processing and integrated reservoir geosciences services to the oil and natural gas industry. We also provide clients access, via licenses, to our multi-client seismic data library. As an industry leader in land, transition zone and shallow water (down to 500 feet water depths) OBC environments, we have the capacity to operate up to twenty-two seismic crews with approximately 200,000 channels of seismic data acquisition equipment worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.

We ~~are~~provide ~~currently~~a ~~organized~~suite ~~into~~of ~~two~~geophysical ~~reportable~~services ~~segments:~~including ~~seismic~~acquisition ~~data~~of ~~acquisition~~2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services~~. We~~ ~~further~~for ~~break~~customers ~~down~~in ~~our~~the ~~seismic~~oil ~~data~~and ~~acquisition~~natural ~~segment~~gas ~~into~~industry, ~~three~~which ~~reporting~~include ~~units:~~national ~~North~~oil ~~America proprietary seismic data acquisition~~companies, major international ~~proprietary~~oil ~~seismic~~companies ~~data~~and ~~acquisition~~independent oil and ~~our~~gas ~~multi-client~~exploration ~~seismic~~and ~~data~~production ~~acquisition~~companies ~~business~~worldwide. ~~For~~Seismic ~~the~~data ~~fiscal~~is ~~years~~used ~~ending~~by ~~December 31, 2011, 2010 and 2009,~~ our ~~North~~customers ~~America~~to ~~proprietary~~identify ~~seismic~~and ~~data~~analyze ~~acquisition~~drilling ~~services represented 22%~~prospects, ~~23%~~maximize ~~and~~drilling ~~14%~~success, ~~international~~optimize ~~proprietary~~field ~~seismic~~development ~~data~~and ~~acquisition~~enhance ~~services~~production ~~represented~~economics. We ~~60%,~~also ~~62%~~own ~~and~~a ~~81%, our~~ multi-client seismic data ~~acquisition~~library ~~business~~whereby ~~represented~~we ~~16%,~~maintain ~~13%~~full ~~and~~or 2%partial ~~and~~ownership ~~our~~of ~~seismic~~ data ~~processing~~acquired; ~~and~~client ~~integrated~~access ~~reservoir~~is ~~geosciences~~provided ~~services~~via ~~represented~~licensing ~~2%, 2% and 3% of total revenues, respectively~~agreements. ~~For~~Our ~~2012,~~multi-client ~~while~~data welibrary ~~intend~~consists toof ~~concentrate our efforts in selective international land markets, we continue to expect international proprietary seismic~~ data ~~acquisition~~covering ~~revenues~~various toareas ~~provide~~in the ~~majority~~United ofStates, ~~total~~Canada ~~revenues~~and Brazil.

~~Seismic~~For ~~Data~~the ~~Acquisition~~years ~~Services~~ended December 31, 2012, 2011 and 2010, we generated total revenues of $595.8 million, $763.7 million and $558.1 million, respectively.

WeBusiness engage in seismic data acquisition services in land, transition zone and shallow water environments on a contract basis. We acquire and process data under two basic business models: proprietary and multi-client. Under the proprietary model, customers will typically bid or tender an acquisition and processing project and then award it based on factors such as price, safety record and crew availability. When contracting proprietary services, clients are ultimately responsible to choose or approve the parameters of the project such as survey design and processing sequence and we act on behalf and at the direction of our customer. Under the proprietary acquisition and processing services, our customers own the field and the data processing products we deliver. Under the multi-client model, we perform the acquisition, processing and interpretation services based on our own parameters. We own the product and we license the data to our customers under the terms and conditions of a data use agreement. In most circumstances, prior to collecting and processing such data, we sell the rights on a non-exclusive basis to one or more customers, also known as pre-funding. We then license the same data to other companies to generate additional revenues, referred to as “late sales”. Multi-client projects have pre-funding levels of generally 80% to 100% of the estimated cash expenses.Segments

~~Our~~We ~~equipment~~are iscurrently ~~capable~~organized ofinto ~~collecting~~two ~~2D,~~reportable ~~3D,~~segments: ~~time-lapse~~seismic 4Ddata acquisition and ~~multi-component~~ seismic data processing and integrated reservoir geosciences services. We ~~own~~further ~~approximately~~break ~~200,000 channels~~down ofour seismic data acquisition ~~equipment~~segment ~~that~~into ~~can~~three bereporting ~~configured~~units: toNorth ~~operate~~America upproprietary toseismic ~~25 crews~~data ~~worldwide~~acquisition, international proprietary seismic data acquisition and our multi-client seismic data acquisition business. ~~Most~~For ofthe fiscal years ended December 31, 2012, 2011 and 2010, our North America proprietary seismic data acquisition services ~~involve~~represented 3D20%, ~~surveys. The~~22%, ~~crews~~and ~~are~~23%, ~~scalable~~international proprietary seismic data acquisition services represented 64%, 60%, and ~~specially~~62%, ~~configured~~our ~~for~~multi-client ~~each~~seismic ~~project;~~data ~~the~~acquisition ~~number~~business ofrepresented ~~individuals~~14%, on16%, ~~each~~and ~~crew~~13% isand ~~dependent~~our ~~upon~~seismic ~~the~~data ~~size~~processing and ~~nature~~integrated reservoir geosciences services represented 2%, 2%, and 2% of ~~the~~total revenues, respectively. For 2013, we continue to expect international proprietary seismic ~~survey~~data ~~requested~~acquisition byrevenues to provide the ~~customer~~majority of total revenues.

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OnSeismic aData ~~typical~~Acquisition land seismic survey, the seismic recording crew is supported by a surveying crew and a drilling crew. The surveying crew lays out the line locations to be recorded and identifies the sites for shot-hole placement. The drilling crew creates the holes for the explosive charges that produce the necessary acoustical impulse. A mechanical vibrating unit is used in areas where explosives are not utilized. The seismic crew lays out the geophones and recording instruments, directs shooting operations and records the acoustical signal reflected from subsurface strata. In the United States and Canada, the survey crew and drill crew are typically provided by third parties and supervised by our personnel. Outside the United States and Canada, we perform our own surveying and drilling. A fully staffed seismic land crew typically consists of at least one party manager, an observer, a head linesman and crew laborers. The number of individuals on each crew is dependent upon the size and nature of the seismic survey and can be extensive in certain parts of the world. We use helicopters to assist the crews in seismic data acquisition services in circumstances where such use will reduce overall costs and improve productivity. A typical transition zone or OBC crew utilizes numerous support vessels and air guns as the energy source that produces the acoustical impulse needed to record seismic data.Services

~~Proprietary~~We engage in seismic data acquisition services ~~contracts~~in land, ~~whether~~transition ~~bid~~zone orand ~~negotiated,~~shallow ~~provide~~water ~~for~~environments ~~payment~~ on ~~either~~ a ~~turnkey~~contract orbasis. We ~~term~~acquire ~~(also~~and ~~referred~~process todata asunder ~~“day~~two basic business models: proprietary and multi-~~rate”)~~client. Under ~~basis~~the proprietary model, customers will typically bid or ontender aan ~~combination~~acquisition ofand ~~both~~processing ~~methods. A~~project ~~turnkey~~and ~~contract~~then ~~provides~~award ~~for~~it abased ~~fixed~~on ~~fee~~factors tosuch beas ~~paid~~price, ~~for~~safety ~~data~~record ~~acquired~~and crew availability. ~~Such~~When acontracting ~~contract~~proprietary ~~causes~~services, usclients are ultimately responsible to ~~bear~~choose ~~varying~~or ~~degrees~~approve the parameters of ~~business~~the ~~interruption~~project ~~risk~~such ~~caused~~as bysurvey ~~weather~~design ~~delays~~and processing sequence and ~~other~~we ~~hazards. Our~~act ~~seismic~~on ~~data~~behalf ~~acquisition~~and ~~services~~at ~~are~~the ~~performed~~direction ~~outdoors~~of ~~and~~our ~~are~~customer. Under ~~therefore~~the ~~subject~~proprietary toacquisition ~~weather~~services, ~~and~~our ~~seasonality. Term~~customers ~~contracts~~own ~~provide~~the ~~for~~field ~~payments~~and ~~based~~the ondata ~~agreed~~processing ~~rates~~products ~~per~~we ~~units~~deliver. Under ofthe ~~time~~multi-client model, ~~which~~we ~~may~~perform bethe ~~expressed~~acquisition, inprocessing ~~periods~~and ~~ranging~~interpretation ~~from~~services ~~days~~based toon ~~months~~our own parameters. ~~This~~We ~~type~~own ofthe ~~contract~~product ~~causes~~and we license the ~~customer~~data to ~~bear~~our customers under the ~~majority~~terms and conditions of ~~the~~a ~~business~~data ~~interruption~~use ~~risks~~agreement. ~~When~~In amost ~~combination~~circumstances, ofprior ~~both~~to ~~turnkey~~collecting and ~~term~~processing ~~methods~~such ~~is used~~data, ~~the~~we ~~risk~~license ofthe ~~business~~rights ~~interruption~~on isa ~~shared~~non-exclusive bybasis usto ~~and~~one ~~the~~or ~~customer. In~~more ~~either case~~customers, ~~progress~~also ~~payments~~known ~~are~~as ~~usually~~pre-funding. We ~~required~~then ~~unless~~license itthe issame ~~expected~~data ~~the~~to ~~job~~other ~~can~~companies beto ~~accomplished~~generate inadditional ~~two~~revenues, ~~weeks~~referred orto ~~less~~as “late sales”. ~~Our~~Multi-client ~~contracts~~projects ~~for~~have ~~proprietary~~pre-funding ~~seismic~~levels ~~data~~of ~~acquisition~~generally ~~services~~80% ~~are~~of ~~predominantly~~the ~~turnkey~~estimated ~~contracts~~cash expenses.

~~For~~Our ~~the~~equipment ~~years~~is ~~ended~~capable ~~December 31~~of collecting 2D, ~~2011~~3D, ~~2010~~time-lapse 4D and ~~2009,~~multi-component seismic data. We ~~acquisition~~own ~~services~~approximately ~~generated~~200,000 channels ~~revenues~~ of ~~$755.1~~seismic ~~million,~~data ~~$549.1 million~~acquisition ~~and~~equipment ~~$500.3 million,~~that ~~respectively. Of~~can ~~these~~be ~~revenues,~~configured ~~for~~to ~~the~~operate ~~year~~up ~~ended~~to ~~December~~twenty-two ~~31,~~crews ~~2011,~~worldwide. Most ~~international~~of ~~proprietary~~our seismic data acquisition ~~operations~~services ~~accounted~~involve ~~for~~3D ~~61%~~surveys. The ,crews ~~North~~are ~~America~~scalable ~~proprietary~~and ~~seismic~~specially ~~data~~configured ~~acquisition operations accounted~~ for ~~23%~~each ~~and~~project; ~~multi-client~~the ~~seismic~~number ~~data~~of ~~acquisition~~individuals ~~operations~~on ~~accounted~~each ~~for~~crew ~~16%. See~~is ~~note~~dependent 13upon tothe ~~our~~size ~~consolidated~~and ~~financial~~nature ~~statements~~of ~~for~~the ~~additional~~seismic ~~information~~survey onrequested ~~our~~by ~~segments~~the customer.

~~Seismic~~On ~~Data~~a ~~Processing~~typical land seismic survey, the seismic recording crew is supported by a surveying crew and ~~Integrated~~a ~~Reservoir~~drilling ~~Geosciences~~crew. ~~Services~~The surveying crew lays out the line locations to be recorded and identifies the sites for shot-hole placement. The drilling crew creates the holes for the explosive charges that produce the necessary acoustical impulse. A mechanical vibrating unit is used in areas where explosives are not utilized. The seismic crew lays out the geophones and recording instruments, directs shooting operations and records the acoustical signal reflected from subsurface strata. In the United States and Canada, the survey crew and drill crew are typically provided by third parties and supervised by our personnel. Outside the United States and Canada, we perform our own surveying and drilling. A fully staffed seismic land crew typically consists of at least one party manager, an observer, a head linesman and crew laborers. The number of individuals on each crew is dependent upon the size and nature of the seismic survey and can be extensive in certain parts of the world. We use helicopters to assist the crews in seismic data acquisition services in circumstances where such use will reduce overall costs and improve productivity. A typical transition zone or OBC crew utilizes numerous support vessels and air guns as the energy source that produces the acoustical impulse needed to record seismic data.

WeProprietary ~~provide~~seismic adata ~~full~~acquisition ~~suite~~services ofcontracts, ~~onshore~~whether ~~and~~bid ~~offshore~~or ~~proprietary~~negotiated, ~~seismic~~provide ~~data~~for ~~processing~~payment ~~and~~on ~~integrated~~either ~~reservoir~~a ~~geosciences~~turnkey ~~solutions~~or toterm ~~complement~~(also ~~our~~referred ~~seismic~~to ~~data~~as ~~acquisition~~“day-rate”) ~~services. Seismic~~basis, ~~data~~or ~~are~~on ~~processed~~a tocombination ~~produce~~of anboth ~~accurate~~methods. A ~~image~~turnkey ofcontract ~~the~~provides ~~earth’s~~for ~~subsurface~~a ~~using~~fixed ~~proprietary~~fee ~~computer~~to ~~software~~be ~~and~~paid ~~internally~~for ~~developed~~data ~~technologies~~acquired. ~~Our~~Such ~~seismic~~a ~~data~~contract ~~processing~~causes ~~and~~us ~~integrated~~to ~~reservoir~~bear ~~geosciences~~varying ~~activities~~degrees ~~are~~of ~~primarily~~business ~~undertaken~~interruption atrisk ~~our~~caused ~~centers~~by inweather ~~Houston,~~delays ~~Texas, London, England~~ and ~~Calgary,~~other ~~Canada,~~hazards. Our ~~with~~seismic ~~operations~~data atacquisition ~~satellite~~services ~~in-field~~are ~~processing~~performed ~~locations~~outdoors ~~in Mexico~~ and ~~Angola~~are intherefore ~~support~~subject ofto ~~our~~weather ~~acquisition~~and ~~activities~~seasonality. ~~Advanced~~Term ~~signal~~contracts ~~processing~~provide offor ~~2D,~~payments ~~3D,~~based ~~time-lapse~~on 4Dagreed ~~and~~rates ~~multi-component~~per ~~seismic~~units ~~data~~of ~~acquired by us~~time, ~~other~~which ~~industry~~may ~~contractors,~~be asexpressed ~~well~~in asperiods ~~reprocessing~~ranging offrom ~~previously~~days ~~acquired~~to ~~legacy~~months. This ~~data,~~type ~~provides~~of ~~oil~~contract ~~and~~causes ~~gas~~the ~~industry~~customer ~~clients with detailed subsurface information essential~~ to ~~reducing~~bear ~~risk~~the inmajority ~~their~~of ~~exploration~~the ~~and~~business ~~production~~interruption ~~activities~~risks. WeWhen ~~also~~a ~~offer~~combination ~~our~~of ~~clients~~both ~~integrated~~turnkey ~~reservoir~~and ~~services~~term ~~where~~methods ~~our~~is ~~experts~~used, ~~can combine~~ the ~~power~~risk of ~~seismic,~~business ~~geologic,~~interruption ~~well~~is ~~and~~shared ~~petrophysical~~by ~~information~~us ~~to provide detailed information of rock lithologies~~ and ~~fluid content at~~ the ~~reservoir level~~customer. ~~This~~In ~~integration~~either ofcase, ~~all~~progress ~~sources~~payments ofare ~~subsurface~~usually ~~information~~required ~~has~~unless ~~become~~it ~~particularly~~is ~~critical~~expected ~~with~~ the ~~emergence~~job ofcan ~~so-called~~be ~~resource,~~accomplished ~~or shale, plays~~ in ~~North~~two ~~America~~weeks ~~and~~or ~~internationally since, in these plays, gross structural information is much~~ less. Our ~~important~~contracts ~~than~~for ~~understanding~~proprietary ~~physical~~seismic ~~rock~~data ~~properties~~acquisition ~~such~~services asare ~~fracture~~predominantly ~~characterization~~turnkey ~~and stress relationships at the reservoir formation level~~contracts.

~~Projects~~For ~~are~~the ~~sourced~~years ~~worldwide~~ended ~~with~~December 31, ~~emphasis~~2012, on2011 ~~3D onshore~~ and ~~near-shore~~2010, ~~programs~~seismic ~~where~~data ~~our~~acquisition ~~technology~~services ~~leverage~~generated isrevenues ~~most~~of ~~effectively exercised~~$586. ~~North~~7 ~~America~~million, ~~resource~~$755.1 ~~plays~~million and ~~programs~~$549.1 ~~where~~million, multi-component data are acquired are particularly targeted so that both compressional and shear wave data components can be processed and integrated with complementary well and geologic data to extract extended subsurface information not available from compressional seismic data alonerespectively. ToOf ~~provide~~these ~~information~~revenues, ~~meaningful~~for tothe ~~engineers~~year ~~this~~ended ~~information must~~December 31, ~~in the future~~2012, beinternational ~~delivered~~proprietary inseismic ~~depth~~data ~~(as~~acquisition ~~opposed~~operations toaccounted ~~travel-time~~for ~~domain). We~~65%, ~~maintain~~North anAmerica ~~active~~proprietary ~~program~~seismic todata ~~provide~~acquisition ~~accurate~~operations ~~depth~~accounted ~~solutions.~~for A21% ~~strong~~and ~~bond exists between our~~ multi-client ~~and~~seismic ~~processing~~data ~~businesses to assure that our clients receive both quality~~ acquisition ~~and~~operations ~~processing~~accounted ~~that~~for ~~maximizes the utility of our programs in the exploitation efforts~~14%.

~~The~~Seismic ~~seismic~~Data ~~data~~Processing ~~processing sector relies on rapid technology development~~ and ~~implementation~~Integrated toReservoir ~~provide~~Geosciences the increasing resolution and detail demanded by today’s complex hydrocarbon reservoirs. We maintain a strong team of geoscientists to continually extend our technical solutions for these difficult subsurface problems and are particularly activeServices

5We provide a full suite of onshore and offshore proprietary seismic data processing and integrated reservoir geosciences solutions to complement our seismic data acquisition services. Seismic data are processed to produce an accurate image of the earth’s subsurface using proprietary computer software and internally developed technologies. Our seismic data processing and integrated reservoir geosciences activities are primarily undertaken at our centers in Houston, Texas and London, England, with operations at satellite in-field processing locations in Mexico and Angola in support of our acquisition activities. Advanced signal processing of 2D, 3D, time-lapse 4D and multi-component seismic data acquired by us, other industry contractors, as well as reprocessing of previously acquired legacy data, provides oil and gas industry clients with

~~Table of Contents~~7

inTable ~~development~~ of customized solutions for improved signal-noise data content, 3D subsurface velocity modeling and 3D imaging in time and depth, as well as extending our solutions for resource plays including multi-component processing, fracture characterization, fluid and rock property estimation. As well as providing clients with effective solutions customized to their processing needs, we actively market our seismic data processing and integrated reservoir geosciences services in conjunction with our seismic data acquisition services to enhance total value provided to our customers.Contents

~~Our~~detailed ~~Strengths~~subsurface information essential to reducing risk in their exploration and production activities. We also offer our clients integrated reservoir services where our experts can combine the power of seismic, geologic, well and petrophysical information to provide detailed information of rock lithologies and fluid content at the reservoir level. This integration of all sources of subsurface information has become particularly critical with the emergence of so-called resource, or shale, plays in North America and internationally since, in these plays, gross structural information is much less important than understanding physical rock properties such as fracture characterization and stress relationships at the reservoir formation level.

~~Leading~~Projects ~~provider~~are sourced worldwide with aemphasis ~~balanced~~on ~~global~~3D ~~market~~onshore ~~presence. Our~~and ~~global~~near-shore ~~diversity~~programs ~~and~~where ~~exposure~~our totechnology ~~both~~leverage ~~oil~~is ~~and~~most ~~natural~~effectively ~~gas~~exercised. North ~~exploration~~America ~~opportunities~~resource ~~provide~~plays usand ~~with~~programs awhere ~~balanced~~multi-component ~~market~~data ~~presence,~~are ~~which~~acquired ~~increases~~are ~~new~~particularly ~~contract~~targeted ~~opportunities~~so ~~while~~that ~~reducing~~both ~~our~~compressional ~~sensitivity~~and toshear ~~individual~~wave ~~markets~~data ~~and~~components ~~commodity~~can ~~price~~be ~~volatility. We~~processed ~~have~~and ~~the~~integrated ~~equipment~~with complementary well and ~~trained~~geologic ~~personnel~~data to ~~deploy~~extract upextended tosubsurface 25information ~~seismic~~not ~~crews~~available ~~throughout~~from ~~the~~compressional ~~world~~seismic data alone. ~~Our~~To ~~size~~provide ~~and~~information ~~operating~~meaningful ~~capability~~to ~~allow~~engineers ~~for~~this ~~improved~~information ~~crew~~must, ~~and~~in ~~equipment~~the ~~utilization~~future, ~~and~~be ~~the~~delivered ~~ability~~in depth (as opposed to ~~service~~travel-time ~~our~~domain). We ~~customers~~maintain ~~across~~an ~~the~~active ~~globe~~program to provide accurate depth solutions. ~~Our~~ ~~long~~A ~~operating~~strong ~~history~~bond ~~and~~exists ~~reputation~~between ~~for~~our ~~quality~~multi-client ~~service~~and ~~encourages~~processing ~~customers~~businesses to ~~continue~~assure tothat ~~select~~our usclients asreceive ~~their~~both ~~provider~~quality acquisition and processing that maximizes the utility of ~~seismic~~our ~~data~~programs ~~acquisition~~in ~~services~~the exploitation efforts.

~~Specialized~~The ~~expertise in difficult environments and key high-growth markets. We specialize in~~ seismic data ~~acquisition~~processing ~~services~~sector inrelies ~~transition~~on ~~zones,~~rapid ~~shallow~~technology ~~water~~development ~~(down~~and implementation to ~~500 feet~~provide ~~water~~the ~~depth)~~increasing ~~OBC~~resolution and ~~complex~~detail ~~land~~demanded ~~environments,~~by ~~which~~today’s wecomplex ~~believe~~hydrocarbon toreservoirs. We bemaintain ~~underserved~~a ~~and~~strong ~~one~~team of ~~the~~geoscientists ~~fastest~~to ~~growing~~continually ~~segments~~extend ofour ~~the~~technical ~~overall~~solutions ~~seismic~~for ~~services~~these ~~industry. We~~difficult ~~believe~~subsurface ~~that~~problems ~~our~~and ~~extensive~~are ~~experience~~particularly ~~operating~~active in ~~such~~development ~~complex~~of ~~and~~customized ~~challenging~~solutions ~~areas,~~for ~~including~~improved ~~our~~signal-noise ~~expertise~~data incontent, ~~designing~~3D ~~and~~subsurface ~~utilizing~~velocity ~~special~~modeling ~~equipment~~and ~~customized~~3D ~~for~~imaging ~~these~~in ~~environments,~~time ~~provides~~and usdepth, aas ~~significant~~well ~~competitive~~as ~~advantage. We~~extending ~~also~~our ~~have~~solutions ~~experience~~for ~~operating~~resource inplays ~~local~~including ~~markets~~multi-component ~~within~~processing, ~~key~~fracture ~~high~~characterization, ~~growth~~fluid ~~regions~~and ~~around~~rock ~~the~~property ~~world,~~estimation. As ~~such~~well as ~~the~~providing ~~United~~clients ~~States,~~with ~~Latin~~effective ~~America,~~solutions ~~and~~customized ~~Australia. In~~to ~~addition~~their processing needs, we ~~possess~~actively ~~the~~market ~~expertise~~our ~~required~~seismic todata ~~operate~~processing inand ~~challenging~~integrated ~~environments~~reservoir ~~around~~geosciences ~~the~~services ~~world,~~in ~~which~~conjunction ~~positions~~with usour toseismic ~~potentially~~data ~~realize~~acquisition ~~higher~~services ~~operating~~to ~~margins~~enhance ~~than~~total wevalue ~~realize~~provided onto ~~more~~our ~~traditional land seismic projects~~customers.

Strong relationships with a globally diversified customer base. We have strong, long-standing relationships with a diverse customer base and have experience working in over 30 countries. We have been providing seismic data acquisition services to the petroleum industry for over 60 years. Our global operating capability and sizable crew count allow us to leverage relationships with our customers and increase revenues by providing services throughout the world and tailoring crew size, count, configuration and location to meet industry demands and requirements. Our customer base is diversified and it is not dependent on any one customer. For the year ended December 31, 2011, one customer accounted for 15% of our total revenues. No other customers accounted for more than 10% of our total revenues.Strengths

~~Strong~~Leading ~~backlog~~provider ~~that~~with ~~provides~~a ~~significant~~balanced ~~revenue~~global ~~visibility~~market presence. Our ~~estimated~~global ~~backlog~~diversity ~~revenue~~and ~~increased~~exposure 6%to ~~annually~~both tooil ~~$590.6~~and ~~million~~natural atgas ~~December 31,~~exploration ~~2011~~opportunities ~~from~~provide ~~$557.6 million~~us atwith ~~December 31,~~a ~~2010. The~~balanced ~~size~~market ofpresence, ~~our~~which ~~backlog~~increases isnew ~~due~~contract inopportunities ~~part~~while toreducing our ~~strong~~sensitivity ~~relationships~~to ~~with~~individual ~~NOCs~~markets ~~whose~~and ~~capital budgets are less dependent on~~ commodity ~~prices~~price ~~than~~volatility. We ~~many~~have of the ~~independent~~equipment ~~exploration~~ and ~~production~~trained ~~companies.~~personnel ~~Our~~to ~~backlog~~deploy atup ~~December~~to ~~31,~~22 ~~2011~~seismic ~~included~~crews ~~$446.2~~throughout ~~million,~~the orworld. Our ~~approximately~~size ~~76%,~~and ~~from~~operating ~~international~~capability ~~(excluding~~allow ~~Canada)~~for ~~proprietary~~improved ~~seismic~~crew ~~data~~and ~~acquisition~~equipment ~~projects,~~utilization ~~$106.2~~and ~~million,~~the orability ~~approximately~~to ~~18%,~~service ~~from~~our ~~North~~customers ~~America~~across ~~(excluding~~the ~~Mexico) proprietary seismic data acquisition projects, $29~~globe.3 Our ~~million,~~long oroperating ~~approximately~~history ~~5%,~~and ~~from~~reputation ~~our~~for ~~multi-client~~quality ~~seismic~~service ~~data~~encourages ~~acquisition~~customers ~~business~~to incontinue ~~the~~to ~~United~~select ~~States,~~us ~~and~~as ~~$8.9~~their ~~million,~~provider orof ~~approximately 1%, from our~~ seismic data ~~processing~~acquisition ~~and integrated reservoir geosciences business~~services.

~~Multi~~Specialized expertise in difficult environments and key high-~~client~~growth markets. We specialize in seismic data ~~library. As~~acquisition ofservices ~~December 31,~~in ~~2011~~transition zones, ~~the~~shallow ~~library~~water ~~consists~~(down ofto ~~approximately~~500 feet 10water depth) OBC and complex land environments,~~000 square~~ ~~miles~~which ofwe 3Dbelieve ~~data~~to be underserved and ~~2,800~~one ~~linear~~of ~~miles~~the fastest growing segments of 2Dthe ~~data~~overall seismic services industry. We ~~have~~believe ~~commitments~~that ~~for~~our ~~approximately~~extensive ~~1,150 square~~experience ~~miles~~operating ofin 3Dsuch ~~data~~complex and ~~additional~~challenging ~~forecasted~~areas, ~~program~~including ~~which~~our weexpertise ~~expect~~in todesigning ~~record~~and ~~during~~utilizing ~~2012. We~~special ~~believe~~equipment ~~there~~customized ~~continue~~for tothese beenvironments, provides us a significant ~~opportunities~~competitive inadvantage. We ~~North~~also ~~America,~~have ~~specifically~~experience operating in ~~liquids~~local ~~rich~~markets ~~unconventional~~within ~~resource~~key ~~plays,~~high ~~for~~growth regions around the ~~continued~~world, ~~expansion~~such ofas ~~our~~the ~~multi-client~~United ~~seismic~~States, ~~data~~Latin ~~library~~America, ~~business~~and Australia. AsIn addition, we ~~grow~~possess ~~our~~the ~~multi-client~~expertise ~~seismic~~required ~~data~~to ~~library,~~operate wein ~~plan~~challenging toenvironments ~~continue~~around the world, which positions us to ~~secure~~potentially arealize ~~significant~~higher ~~portion~~operating ofmargins ~~prefunded~~than ~~sales~~we ~~prior~~realize toon ~~commencing~~more ~~any~~traditional ~~multi-client~~land ~~project~~seismic projects.

~~Highly~~Strong ~~experienced~~relationships ~~management~~with ~~team~~a ~~and~~globally ~~strategic~~diversified ~~equity~~customer ~~investors~~base. We ~~draw~~have onstrong, ~~the~~long-standing ~~global~~relationships ~~experience~~with ofa ~~our~~diverse ~~management~~customer ~~team~~base toand ~~maintain~~have ~~our~~experience ~~market~~working ~~position~~in ~~and~~over ~~strong~~thirty ~~customer relationships~~countries. ~~Our~~We ~~senior~~have ~~executive~~been ~~management~~providing ~~team~~seismic ~~has~~data anacquisition ~~average~~services ofto ~~over~~the ~~25 years~~petroleum ofindustry ~~relevant~~for ~~industry~~over ~~experience~~sixty inyears. Our ~~the~~global ~~seismic~~operating ~~services~~capability ~~sector~~and assizable ~~well~~crew ascount inallow ~~oil~~us ~~and~~to ~~gas~~leverage ~~exploration,~~relationships with aour ~~demonstrated~~customers ~~track~~and ~~record. Our~~increase ~~largest~~revenues ~~stockholder~~by isproviding ~~Avista~~services ~~and~~throughout ~~its~~the ~~respective~~world ~~affiliates,~~and ~~which~~tailoring ~~initially~~crew ~~invested~~size, incount, usconfiguration atand ~~the~~location ~~time~~to ofmeet ~~our~~industry ~~merger~~demands ~~with~~and ~~Grant Geophysical in 2006~~requirements. ~~Avista~~Our ~~brings~~customer ~~significant~~base ~~experience~~is asdiversified anand ~~investor~~we inare ~~the~~not ~~oilfield~~dependent ~~service~~on ~~sector~~any one customer. ~~Our~~For ~~second~~the ~~largest~~year ~~stockholder~~ended isDecember 31, ~~PGS~~2012, atwo ~~leading~~customers ~~geophysical~~accounted ~~services~~for ~~provider~~29% ~~with~~and ~~deep~~11% ~~industry~~of ~~knowledge. PGS became~~ our ~~second~~total ~~largest~~revenues. ~~stockholder~~No asother acustomers ~~result~~accounted offor ~~the~~more ~~acquisition~~than 10% of ~~PGS~~our ~~Onshore~~total ~~in 2010~~revenues.

~~Our~~Multi-client ~~Strategy~~seismic data library. As of December 31, 2012, the library consists of approximately 7,000 square miles of 3D data and 2,200 linear miles of 2D data. We have plans to acquire approximately 1,200 square miles of 3D data and additional forecasted program which we expect to record during 2013. We believe there continues to be significant opportunities in North America, specifically in liquids rich unconventional resource plays, for the continued expansion of our multi-client seismic data library business. We also believe there to be opportunities in international markets. As we grow our multi-client seismic data library, we plan to continue to secure a significant portion of prefunded sales prior to commencing any multi-client project.

Enhance asset utilization and operating efficiency. During 2011 and the first quarter of 2012, we have more narrowly focused our land acquisition assets in countries with mature hydrocarbon basins which we believe will provide long term stable work with improved margins. Within these concentrated land markets we can operate multiple crews with higher8

6Table of Contents

~~Table~~Highly experienced management team. We draw on the global experience of ~~Contents~~our management team to maintain our market position and strong customer relationships. Our senior executive management team has many years of relevant industry experience in the seismic services sector with a demonstrated track record.

~~utilization~~Our of resources and improved overall returns. We continue to market and operate our more mobile transition zone and shallow water OBC assets in a larger market as this sub-sector has less competition than the land market.Strategy

~~Maintain~~Enhance ~~focus~~asset utilization and ~~specialization~~operating inefficiency. During ~~profitable,~~2012 ~~high-potential~~and ~~markets. To~~the ~~maximize~~first ~~profitability~~quarter of 2013, we ~~will~~have ~~continue~~more tonarrowly ~~target~~focused our ~~margin~~land ~~growth~~acquisition assets in ~~areas~~countries inwith mature hydrocarbon basins which we believe wewill ~~have~~provide along ~~competitive~~term ~~advantage,~~stable ~~such~~work aswith ~~transition~~improved ~~zones,~~margins. Within ~~shallow~~these ~~water~~concentrated ~~(down~~land tomarkets ~~500 feet~~we ~~water~~can ~~depths)~~operate ~~OBC~~multiple ~~and~~crews ~~complex~~with ~~land environments~~higher

~~Make~~utilization ~~strategic~~of ~~investments~~resources inand ~~our~~improved ~~multi-client~~overall ~~seismic data library~~returns. We ~~believe that opportunities exist for us to~~ continue to ~~build~~market and ~~expand~~operate our ~~multi-client~~more ~~seismic~~mobile ~~data~~transition ~~library~~zone inand ~~areas~~shallow ~~that~~water ~~will~~OBC ~~provide~~assets ain ~~high likelihood for future revenues. We will continue to acquire multi-client seismic data by either using~~ a ~~joint~~larger ~~venture~~market ~~partner~~as ~~when~~this ~~deemed prudent or on our own, with a particular near~~sub-~~term~~sector ~~focus~~has onless ~~the~~competition ~~unconventional~~than ~~resource plays in~~ the ~~United~~land ~~States~~market.

~~Provide~~Maintain afocus ~~broad~~and ~~range~~specialization ~~of services. We believe there are significant global opportunities~~ in ~~providing customers a broad range of seismic data services~~profitable, ~~from acquisition and processing to interpretation and management and partnering with E&P Companies for multi~~high-~~client~~potential ~~projects~~markets. ~~Customers~~To ~~are~~maximize ~~increasingly~~profitability, ~~seeking~~we ~~integrated~~will ~~solutions~~continue to ~~better~~target ~~evaluate~~our ~~known~~margin ~~oil~~growth ~~and~~in ~~gas~~areas ~~deposits~~in ~~and~~which ~~improve~~we ~~the~~believe ~~amount~~we ofhave ~~recoverable~~a ~~hydrocarbons. Given~~competitive ~~our~~advantage, ~~size~~such ~~and~~as ~~technological~~transition ~~capabilities~~zones, weshallow ~~believe~~water we(down ~~have the infrastructure~~ to ~~expand~~500 feet onwater ~~these~~depths) ~~multiple~~OBC ~~service offerings that add value~~ and ~~efficiency~~complex ~~for~~land ~~our customers~~environments.

~~Seasonal~~Make ~~Seismic~~strategic ~~Recording~~investments ~~Channel~~in ~~Demand~~our ~~and~~multi-client ~~Overcapacity~~seismic data library. ToWe ~~complement~~believe ~~our~~that ~~owned~~opportunities ~~channel~~exist ~~capacity~~ for ~~seasonal~~us to continue to build and ~~project~~expand ~~overcapacity~~our ~~demand~~multi-client weseismic ~~lease~~data uplibrary toin ~~10%~~areas tothat ~~30%~~will ofprovide ~~additional~~a ~~channels~~high orlikelihood for future revenues. We will continue to acquire multi-client seismic data ~~acquisition~~by ~~equipment~~either using a joint venture partner when deemed prudent or on our own, with a ~~short~~particular near-term ~~basis~~focus on liquid rich unconventional resource plays in the United States.

~~Industry~~Provide ~~Overview~~a broad range of services. We believe there are significant global opportunities in providing customers a broad range of seismic data services, from acquisition and processing to interpretation and management, and partnering with oil and gas exploration and production companies for multi-client projects. Customers are increasingly seeking integrated solutions to better evaluate known oil and gas deposits and improve the amount of recoverable hydrocarbons. Given our size and technological capabilities, we believe we have the infrastructure to expand on these multiple service offerings that add value and efficiency for our customers.

Seasonal Seismic ~~surveys~~Recording ~~enable~~Channel ~~oil~~Demand and gas companies to determine whether subsurface conditions are favorable for finding oil and natural gas accumulations and to determine the size and structure of previously identified oil and natural gas depositsOvercapacity. ~~Seismic~~To ~~surveys~~complement ~~consist~~our ofowned ~~the~~channel ~~acquisition~~capacity ~~and~~for ~~processing~~seasonal ~~of 2D, 3D, time-lapse 4D~~ and ~~multi-component~~project ~~seismic~~overcapacity ~~data~~demand, ~~which~~we islease ~~used~~up to ~~produce~~10% ~~computer-generated, graphic cross-sections, maps and 3D images~~ of ~~the~~additional ~~subsurface. These~~channels ~~resulting~~or ~~images~~seismic ~~are~~data ~~then~~acquisition ~~analyzed~~equipment ~~and interpreted by geophysicists and used by oil and gas companies to assist in acquiring prospective oil and natural gas drilling rights, select drilling locations~~ on ~~exploratory~~a ~~prospects~~short ~~and~~term ~~to manage and develop producing reservoirs~~basis.

~~Seismic~~Industry data is acquired by crews operating on land and in transition zone and marine environments. Seismic data is generated by the propagation of sound waves near the earth’s surface by controlled energy sources, such as dynamite or vibration equipment. The waves radiate into the earth and are reflected back to the surface and collected by data collection devices known in the industry as “geophones”. Multiple geophones are strategically positioned, according to client requirements, and connected as a single recording channel or as multi-component recording channels to acquire data. For OBC operations, an assembly of vertically oriented geophones and hydrophones connected by electrical wires typically is deployed on the sea floor to record and relay data to a seismic recording vessel. Such systems were originally introduced to enable surveying in areas of obstructions (such as production platforms) or shallow water inaccessible to ships towing seismic streamers (submerged cables). The data is subsequently processed by experienced and highly technically skilled geoscientists using advanced computing systems running proprietary software designed specifically to enhance the recorded signal by attenuating, to improve resolution and to produce an accurate image of the subsurface geological features. 3D seismic surveys collect far more information and generate significantly greater detail of the underlying reservoirs than 2D surveys.Overview

~~The~~Seismic ~~overall~~surveys ~~demand~~enable ~~for~~oil ~~seismic data~~ and ~~related~~gas ~~seismic~~companies ~~services~~to isdetermine ~~dependent~~whether ~~upon~~subsurface ~~spending~~conditions byare ~~oil~~favorable ~~and gas companies~~ for ~~exploration,~~finding ~~production,~~oil ~~development~~ and ~~field~~natural ~~management~~gas ~~activities,~~accumulations ~~which,~~and into ~~turn,~~determine isthe ~~driven~~size ~~largely by present~~ and ~~expected~~structure ~~future~~of ~~prices~~previously ~~for~~identified oil and natural gas ~~and~~deposits. ~~the~~Seismic ~~need~~surveys toconsist ~~replenish~~of ~~drilling~~the ~~prospects~~acquisition and ~~reserves. This~~processing isof ~~impacted by supply and demand~~2D, ~~global and local events~~3D, astime-lapse ~~well as political~~4D, ~~economic~~ and ~~environmental~~multicomponent ~~considerations. Demand for~~ seismic data, ~~acquisition~~which ~~in North America~~ is ~~particularly~~used ~~driven~~to byproduce ~~natural~~computer-generated, ~~gas~~graphic ~~prices~~cross-sections, ~~with~~maps, ~~international~~and ~~demand~~3D ~~typically~~images ~~driven~~of bythe ~~oil prices~~subsurface. ~~The~~ ~~overall~~These ~~demand~~resulting ~~for~~images ~~seismic~~are ~~data~~then analyzed and ~~related~~interpreted ~~seismic~~by ~~services~~geophysicists isand ~~dependent~~used ~~upon spending~~ by oil and gas companies ~~for~~to ~~exploration,~~assist ~~production, development and field management activities, which,~~ in ~~turn,~~acquiring isprospective ~~driven largely by present and expected future prices for~~ oil and natural gas ~~and the need to replenish~~ drilling ~~prospects and reserves. This is impacted by supply and demand~~rights, ~~global~~select ~~and~~drilling ~~local~~locations ~~events,~~on asexploratory ~~well as political~~prospects, ~~economic~~ and ~~environmental~~manage considerations. Demand for seismic data acquisition in North America has been primarily driven by natural gas prices, with international demand typically driven by oil prices. Natural gas prices declined throughout 2010 and ~~2011. The~~develop ~~spot~~producing ~~price for~~reservoirs.

7Seismic data is acquired by crews operating on land and in transition zone and marine environments. Seismic data is generated by the propagation of sound waves near the earth’s surface by controlled energy sources, such as dynamite or vibration equipment. The waves radiate into the earth and are reflected back to the surface and collected by data collection devices known in the industry as “geophones”. Multiple geophones are strategically positioned, according to client requirements, and connected as a single recording channel or as multi-component recording channels to acquire data. For ocean bottom cable operations, an assembly of vertically oriented geophones and hydrophones connected by electrical wires typically is deployed on the sea floor to record and relay data to a seismic recording vessel. Such systems were originally introduced to enable surveying in areas of obstructions (such as production platforms) or shallow water inaccessible to ships towing seismic streamers (submerged cables). The data is subsequently processed by experienced and highly technically skilled geoscientists using advanced computing systems running proprietary software designed specifically to enhance the recorded signal by attenuating, to improve resolution and to produce an accurate image of the subsurface geological features. 3D seismic surveys collect far more information and generate significantly greater detail of the underlying reservoirs than 2D surveys.

~~Table~~The ofoverall ~~Contents~~demand for seismic data and related seismic services is dependent upon spending by oil and gas companies for exploration, production, development, and field management activities, which, in turn, is driven largely by present and expected future prices for oil and natural gas and the need to replenish drilling prospects and reserves. This is impacted by supply and demand, global and local events, as well as political, economic, and environmental considerations.

~~Henry Hub natural gas was $4.23 at December 31, 2010 and $2.98 at December 31, 2011. At March~~ 9, 2012, the spot price for Henry Hub natural gas was $2.21 per MMBtu, and the twelve month strip, or the average of the next twelve months’ futures contract, was $2.86 per MMBtu at March 9, 2012. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. Further, a relatively mild winter in the U.S. and higher inventory surplus has kept natural gas prices at lower levels. These factors, together with weather, will likely remain key drivers in the natural gas market, with prices remaining at lower levels for the foreseeable future. Oil prices have recovered from their lows in mid-2008 to early 2009. The price of West Texas intermediate crude (“WTI”) increased from $89.84 at December 30, 2010, to $98.83 at December 30, 2011, reaching a high of $113.55 in May 2011. Prices since December 30, 2011 have since increased to $107.40 at March 9, 2012, primarily due to geo-political uncertainty in the Middle-East as well as improving U.S. economic data raising optimism that fuel demand will continue to grow. Expectations are for oil prices to remain elevated for the foreseeable future.

~~Global~~Table ~~energy~~of ~~demand growth. We believe that long-term, overall global demand for energy will increase which will result in increased demand from oil and gas companies for seismic services.~~Contents

~~Recent~~Demand ~~civil~~for ~~unrest~~seismic data acquisition in ~~several~~North ofAmerica ~~our~~is ~~markets. During~~particularly ~~2011~~driven by natural gas prices, ~~several~~with ~~governments~~international indemand typically driven by oil ~~producing~~prices. ~~regions~~The inoverall ~~North~~demand ~~Africa~~for seismic data and ~~the~~related ~~Middle~~seismic ~~East~~services ~~experienced~~is ~~civil~~dependent ~~unrest. Prior~~upon tospending ~~the~~by ~~fourth~~oil ~~quarter~~and ofgas ~~2011,~~companies wefor ~~actively~~exploration, ~~conducted~~production, ~~business~~development, and ~~had~~field management activities, orwhich, ~~still~~in ~~have~~turn, ~~equipment~~is indriven ~~several~~largely ofby ~~these~~present ~~countries,~~and ~~including~~expected ~~Libya,~~future ~~Tunisia,~~prices ~~Algeria~~for oil and ~~Egypt. This~~natural ~~civil~~gas ~~unrest,~~ and the ~~imposition~~need ofto ~~sanctions~~replenish ondrilling ~~some~~prospects ofand ~~these~~reserves. ~~regimes~~This byis ~~the~~impacted ~~United~~by ~~States~~supply inand ~~connection~~demand, ~~with~~global ~~the~~and ~~civil~~local ~~unrest~~events, ~~made~~as ~~the~~well ~~conduct~~as ofpolitical, ~~our~~economic, ~~business~~and inenvironmental ~~these~~considerations. ~~locations~~Demand ~~more~~for ~~difficult,~~seismic ~~and~~data acquisition in ~~some~~North ~~cases~~America ~~impossible,~~has ~~and~~been ~~led~~primarily todriven ~~the~~by ~~inability~~natural togas ~~utilize~~prices, ~~our~~with ~~equipment~~international ~~and~~demand ~~the~~typically ~~loss~~driven ofby ~~business~~oil ~~opportunities~~prices.

~~E&P~~ Global ~~capital~~energy ~~spending. The~~demand ~~need to replace depleting reserves should encourage capital expenditures by oil and gas companies, which we expect will benefit the seismic services industry~~growth. We believe that ~~these companies~~long-term, ~~including~~overall ~~many~~global ~~NOCs,~~demand ~~remain~~for ~~under~~energy ~~pressure~~will to increase orwhich ~~replenish~~will ~~reserves~~result ~~and~~in ~~are~~increased ~~looking~~demand tofrom unconventional resource plays, transition zones, international locations and the optimization of current reserves with new technology to achieve these results. Seismic data acquisition services are a key component of oil and gas ~~capital~~companies ~~expenditure~~for ~~programs~~seismic services.

~~Technological~~Recent ~~development. The~~civil ~~application~~unrest ~~and~~in ~~utilization~~several of ~~seismic~~our ~~services~~markets. Several ~~have~~governments ~~considerably~~in ~~increased~~oil ~~over~~producing ~~the~~regions ~~last~~in ~~several~~North ~~years~~Africa asand athe ~~result~~Middle ofEast ~~significant~~have ~~technological~~recently ~~advancements,~~experienced ~~such~~civil asunrest. Prior to the ~~move~~fourth ~~from~~quarter 2Dof to2011, 3Dwe actively conducted business and ~~single-component~~had toequipment ~~multi-component~~in ~~seismic~~several ~~data~~of ~~recording~~these countries, including Libya, Tunisia, Algeria, and ~~processing~~Egypt. ~~Seismic~~ ~~services~~This ~~can~~civil ~~now~~unrest, beand ~~applied~~the toimposition ~~the~~of ~~entire~~sanctions ~~sequence~~on some of ~~exploration,~~these ~~development~~regimes ~~and~~by ~~production,~~the asUnited ~~opposed~~States toin ~~exploration~~connection ~~only,~~with ~~allowing~~the ~~for~~civil aunrest, ~~greater~~made ~~range~~the conduct of ~~use for~~ our ~~services. Additionally,~~business ~~surveys~~in ~~previously~~these ~~shot~~locations inmore 2Ddifficult, orand ~~single-component~~in ~~are~~some ~~often~~cases ~~being~~impossible, ~~reshot~~and ~~with~~led ~~newer~~to ~~techniques~~the inability to ~~give~~utilize ~~greater~~our ~~clarity~~equipment toand the ~~subsurface~~loss of business opportunities.

~~Seasonality~~E&P capital spending. ~~Weather~~The ~~patterns~~need ~~worldwide,~~to ~~such~~replace asdepleting ~~hurricane~~reserves should encourage capital expenditures by oil and ~~monsoon~~gas ~~seasons~~companies, ~~and~~which ~~certain~~we ~~environmental~~expect ~~restrictions~~will benefit the seismic services industry. We believe that these companies, ~~such~~including asmany ~~those~~NOCs, ~~aimed~~remain atunder ~~protecting~~pressure ~~endangered~~to ~~species~~increase or replenish reserves and are looking to unconventional resource plays, ~~have~~transition anzones, ~~impact~~international onlocations ~~asset~~and ~~utilization~~the ~~for~~optimization ~~seismic~~of current reserves with new technology to achieve these results. Seismic data acquisition services are a key component of oil and gas capital expenditure programs.

~~Regulatory~~Technological ~~environment~~development. InThe ~~response~~application toand ~~the~~utilization ~~oil spill in the Gulf~~ of ~~Mexico~~seismic ~~during~~services ~~2010~~have ~~and~~considerably inincreased ~~connection~~over ~~with concerns raised related to~~ the ~~hydraulic~~last ~~fracturing~~several ~~(“fracking”)~~years ofas ~~unconventional resource plays, the United States Congress continues to consider~~ a ~~number~~result of ~~legislative proposals relating to the upstream oil and gas industry both onshore and offshore that could result in~~ significant ~~additional~~technological ~~laws or regulations governing operations in the United States. Additionally~~advancements, ~~governments~~such ~~around~~as the ~~world~~move ~~have~~from ~~become~~2D ~~increasingly~~to ~~focused~~3D onand ~~similar~~single-component ~~regulatory~~to ~~matters~~multi-component ~~which~~seismic ~~may~~data ~~result~~recording inand ~~significant changes in laws or regulations elsewhere~~processing. ~~While~~Seismic ~~we do not provide seismic~~ services incan ~~deepwater~~now ~~areas,~~be ~~our~~applied ~~customers~~to ~~include national and international oil companies involved in deepwater drilling projects. In~~ the ~~past~~entire wesequence ~~have~~of ~~conducted~~exploration, ~~transition~~development ~~zone~~ and ~~OBC seismic acquisition surveys in the Gulf of Mexico~~production, ~~and~~as ~~may~~opposed ~~do so in the future. Although it is not possible at this time~~ to ~~predict~~exploration ~~whether proposed legislation or regulations will be adopted~~only, orallowing ~~how legislation or new regulation that may be adopted would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions~~ for ~~our customers. Additional costs or operating restrictions associated with legislation or regulations could have~~ a ~~material~~greater ~~adverse~~range ~~effect~~of onuse ~~our customer’s operating results and cash flows, which could also negatively impact the demand~~ for our services. ~~Conversely~~Additionally, ~~capital~~surveys ~~that would have been~~ previously ~~dedicated~~shot toin ~~the~~2D ~~Gulf~~or ofsingle-component ~~Mexico~~are ~~may~~often bebeing ~~redirected~~reshot ~~onshore,~~with ~~which~~newer ~~could~~techniques ~~positively~~to ~~impact~~give ~~demand~~greater ~~for~~clarity ~~our~~to ~~services~~the subsurface.

8Seasonality. Weather patterns worldwide, such as hurricane and monsoon seasons, and certain environmental restrictions, such as those aimed at protecting endangered species, have an impact on asset utilization for seismic data acquisition services.

~~Table~~Competition ofand ~~Contents~~Marketing

~~Marketing~~The acquisition and processing of seismic data for the oil and natural gas industry are highly competitive businesses. With low barriers to entry, we compete with various smaller local competitors in the various 42 markets in which we operate. Competition is based on the type and capability of equipment used to conduct seismic surveys and the availability of such equipment. In addition to these factors, price, experience, availability, technological expertise, reputation for dependability, and crew safety significantly affect a potential customer’s decision to award a contract to us or one of our competitors. In addition, in the international markets in which we operate, we compete with various smaller local competitors.

Our seismic data acquisition services and seismic data processing and integrated reservoir geosciences services are marketed from various offices around the world. We currently maintain offices in North America, Latin America, Europe, Africa, and Asia Pacific, including our corporate headquarters in Houston, Texas, from which we market and/or perform services.

Seismic data acquisition services and seismic data processing and integrated reservoir geosciences services contracts are obtained either through competitive bidding in response to invitations to bid, or by direct negotiation with a prospective customer. A significant portion of our contracts result from competitive bidding. Contracts are awarded primarily on the basis of price, experience, availability, technological expertise, and reputation for dependability and safety.

Our regional personnel communicate directly with existing and target customers during the bid preparation process. With the involvement and review of senior management in our corporate headquarters, bids are prepared by knowledgeable regional operations managers who understand their respective markets, customers, and operating conditions. Furthermore, the regional personnel are able to convey the superior technical services we provide and communicate the advantages of providing seismic data processing and interpretive services in conjunction with seismic data acquisition. Most of our revenue is generated through repeat customer sales and new sales to customers referred by our existing and past clients.

~~Customers~~10

~~For~~Table ~~the year ended December 31, 2011, our top ten customers represented 54%~~ of our consolidated revenue for the period. Our largest customer in 2011 accounted for 15% of total revenue. No other customers accounted for more than 10% of our total revenues. Because of the nature of our contracts and customers’ projects, our largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.Contents

~~Backlog~~seismic data processing and interpretive services in conjunction with seismic data acquisition. Most of our revenue is generated through repeat customer sales and new sales to customers referred by our existing and past customers.

We grew our estimated backlog revenue from $557.6 million at December 31, 2010 to $590.6 million at December 31, 2011. Our backlog at December 31, 2011 included $446.2 million, or approximately 76%, from international (excluding Canada) proprietary seismic data acquisition projects, $106.2 million, or approximately 18%, from North America (excluding Mexico) proprietary seismic data acquisition projects, $29.3 million, or approximately 5%, from our multi-client seismic data acquisition business in the United States, and $8.9 million, or approximately 1%, from our seismic data processing and integrated reservoir geosciences business. Of the total international proprietary seismic data acquisition backlog, $377.5 million, or approximately 85%, is with NOCs or partnerships including NOCs. Furthermore, $132.2 million, or approximately 30%, of the international backlog is in shallow water transition zones and OBC environments. We anticipate that approximately 81% of the backlog at December 31, 2011 will be completed during 2012 and approximately 14% will be completed in 2013, with the remainder to be completed in 2014. This backlog consists of written orders or commitments believed to be firm. Contracts for services are occasionally modified by mutual consent and in many instances can be cancelled by the customer on short notice without penalty. As such, our backlog at any particular date may not be indicative of our actual operating results for any succeeding fiscal period.Customers

~~Competition~~For the year ended December 31, 2012, our top ten customers represented 69% of our consolidated revenue. Our two largest customers in 2012 accounted for 29% and 10.8% of total revenue. No other customer accounted for more than 10% of our total revenues. Because of the nature of our contracts and customers’ projects, our largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year.

The acquisition and processing of seismic data for the oil and natural gas industry are highly competitive businesses. With low barriers to entry, we compete with various smaller local competitors in the various markets in which we operate. Competition is based on the type and capability of equipment used to conduct seismic surveys and the availability of such equipment. In addition to these factors, price, experience, availability, technological expertise and reputation for dependability and safety of a crew significantly affect a potential customer’s decision to award a contract to us or one of our competitors. In addition, in the international markets in which we operate, we compete with various smaller local competitors.Regulation

~~Regulation~~Our operations are subject to numerous international, federal, state and local laws and regulations. These laws and regulations govern various aspects of operations, including the discharge of explosive materials into the environment, requiring the removal and clean-up of materials that may harm the environment or otherwise relating to the protection of the environment and access to private and governmental land to conduct seismic surveys. We believe we have conducted our operations in substantial compliance with applicable laws and regulations governing our activities.

Our ~~operations~~QHSE ~~are~~department ~~subject~~is togenerally ~~numerous~~responsible ~~international,~~for ~~federal,~~our ~~state~~meeting and ~~local~~remaining ~~laws~~in ~~and~~compliance ~~regulations. These~~with ~~laws~~certain ~~and~~regulatory ~~regulations~~requirements. We ~~govern~~have ~~various~~QHSE ~~aspects~~Advisors ofwho ~~operations,~~maintain ~~including~~and ~~the~~administer ~~discharge~~these ofprograms ~~explosive~~for ~~materials~~our ~~into~~field ~~the~~personnel. The ~~environment,~~costs ~~requiring~~of ~~the~~acquiring ~~removal~~permits and ~~clean-up~~remaining ofin ~~materials~~compliance ~~that~~with ~~may~~environmental ~~harm~~laws ~~the~~and ~~environment~~regulations, ortitle ~~otherwise~~research, ~~relating~~environmental tostudies, ~~the~~archeological ~~protection~~surveys ~~of the environment~~ and ~~access~~cultured toresource ~~private and governmental land to conduct seismic~~ surveys~~. We~~ ~~believe~~are wegenerally ~~have~~borne ~~conducted~~by our ~~operations in substantial compliance with applicable laws and regulations governing our activities~~customers.

9Although our direct costs of complying with applicable laws and regulations have historically not been material, the changing nature of such laws and regulations makes it impossible to predict the cost or impact of such laws and regulations on our future operations. Additional United States or foreign government laws or regulations would likely increase the compliance and insurance costs associated with our customers’ operations. Significant increases in compliance expenses for our customers could have a material adverse effect on our customers’ operating results and cash flows, which could also negatively impact the demand for our services.

~~Table~~In response to the oil spill in the Gulf of ~~Contents~~Mexico during 2010 and in connection with concerns raised related to the hydraulic fracturing (“fracking”) of unconventional resource plays, the United States Congress continues to consider a number of legislative proposals relating to the upstream oil and gas industry both onshore and offshore that could result in significant additional laws or regulations governing operations in the United States. Additionally, governments around the world have become increasingly focused on similar regulatory matters which may result in significant changes in laws or regulations elsewhere. While we do not provide seismic services in deepwater areas, our customers include national and international oil companies involved in deepwater drilling projects. In the past we have conducted transition zone and OBC seismic acquisition surveys in the Gulf of Mexico, and may do so in the future. Although it is not possible at this time to predict whether proposed legislation or regulations will be adopted, or how legislation or new regulation that may be adopted would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions for our customers. Additional costs or operating restrictions associated with legislation or regulations could have a material adverse effect on our customer’s operating results and cash flows, which could also negatively impact the demand for our services.

~~Our~~Research ~~Quality, Health, Safety~~ and Environmental (“QHSE”) department is generally responsible for our meeting and remaining in compliance with certain regulatory requirements. We have QHSE Advisors who maintain and administer these programs for our field personnel. The costs of acquiring permits and remaining in compliance with environmental laws and regulations, title research, environmental studies, archeological surveys and cultured resource surveys are generally borne by our customers.Development

~~Although~~We ~~our~~rely ~~direct~~on ~~costs~~certain ofproprietary ~~complying~~information, ~~with~~proprietary ~~applicable laws and regulations have historically not been material~~software, ~~the~~trade ~~changing~~secrets ~~nature~~and ofconfidentiality ~~such laws~~ and ~~regulations~~licensing ~~makes~~agreements ~~it impossible~~ to ~~predict~~conduct ~~the~~our ~~cost~~current oroperations. We ~~impact~~are ofcontinuously ~~such~~working ~~laws~~to ~~and~~improve ~~regulations on~~ our ~~future~~technology ~~operations. Additional~~and ~~United~~operating ~~States~~techniques, orthrough ~~foreign~~internal ~~government~~development ~~laws~~activities orand ~~regulations~~working ~~would~~with ~~likely~~our ~~increase~~vendors ~~the~~to ~~compliance~~develop ~~and~~new ~~insurance~~technologies ~~costs~~to ~~associated~~maintain pace with ~~our~~industry ~~customers’ operations~~innovation. ~~Significant~~ Our ~~increases~~future insuccess ~~compliance~~will ~~expenses~~be ~~for~~partly ~~our~~dependent ~~customers~~on ~~could~~our ~~have~~ability ato ~~material~~maintain ~~adverse~~and ~~effect~~extend on our ~~customers’~~technology ~~operating~~base ~~results~~ and ~~cash~~preserve ~~flows,~~our ~~which~~intellectual ~~could~~property ~~also~~without ~~negatively~~infringing ~~impact~~on the ~~demand~~rights ~~for~~of ~~our~~any ~~services~~third parties.

~~Research and Development~~Employees

WeAt ~~rely on certain proprietary information~~December 31, ~~proprietary software~~2012, ~~trade~~we ~~secrets~~had ~~and~~approximately ~~confidentiality~~5,695 ~~and~~full ~~licensing~~time ~~agreements~~equivalent ~~to conduct our current operations~~employees. WeSome ~~are~~of ~~continuously working to improve~~ our ~~technology~~employees ~~and~~are ~~operating~~a ~~techniques,~~party ~~through internal development activities and working with our vendors~~ to ~~develop~~collective ~~new~~bargaining ~~technologies~~agreements toin ~~maintain~~certain ~~pace~~international ~~with industry innovation~~locations. ~~Our~~We ~~future~~consider ~~success~~relations ~~will~~with ~~be partly dependent on~~ our ~~ability~~employees to ~~maintain~~be ~~and extend our technology base and preserve our intellectual property without infringing on the rights of any third parties~~satisfactory.

~~Employees~~11

AtTable ~~December 31, 2011, we had approximately 7,000 full time equivalent employees. Some~~ of ~~our employees are a party to collective bargaining agreements in certain international locations. We consider relations with our employees to be satisfactory.~~Contents

Capital Expenditures

~~Our~~Subject ~~Board~~to ofour ~~Directors~~liquidity ~~has~~limitations ~~approved~~and athe ~~capital~~execution ~~expenditure budget for 2012~~ of ~~approximately~~the ~~$27.0 million~~Plan, ~~which is an increase of 9% from our capital expenditures in 2011. Subject to our liquidity limitations,~~ we plan investments in ~~2012~~2013 to be primarily on expenditures to extend the useful life of equipment and facilities for our seismic data acquisition segment with a smaller portion targeted towards acquiring new equipment for our seismic data processing and integrated reservoir ~~geosciences~~geoscience ~~segment~~segments.

InVoluntary ~~addition,~~Reorganization ~~our~~under ~~Board~~Chapter of Directors has approved multi-client cash investments for 2012 of approximately $75.0 million subject to certain minimum pre-funding levels. We expect our investments in 2012 to be primarily focused on the expansion of our existing multi-client data library interests in the Marcellus formation in Pennsylvania, the Woodford formation in Oklahoma, and in the Niobrara formation in Colorado and Wyoming.11

~~Financial~~On ~~Information~~January ~~about~~15, ~~Geographic~~2013, ~~Areas~~the Debtors entered into a restructuring support agreement with holders of more than 70% in aggregate principal amount of the Notes and the largest holder of our preferred stock. Under the terms of the RSA, the Debtors agreed to implement a financial restructuring of the Company and its domestic subsidiaries and the other parties agreed to support and vote for either a pre-negotiated or pre-packaged plan of reorganization in accordance with the terms and conditions of the agreement. The Plan provides for the exchange of the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility in common stock of the reorganized Company described below), the repayment of the Whitebox Revolving Credit Facility in full, the payment in full of unsecured creditors, including trade vendors, either at the conclusion of the Chapter 11 case or in the ordinary course of business, and a $6 million cash payment to certain of our preferred stockholders. Our existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

~~For~~The ~~certain~~reorganization ~~financial~~is ~~information~~not ~~about~~expected ~~our~~to ~~significant~~have ~~geographic~~a ~~areas,~~material ~~see~~impact ~~Item 7.~~on ~~“Management’s~~our ~~Discussion~~operations and ~~Analysis~~we ofare ~~Financial~~seeking ~~Condition~~to pay unsecured trade and ~~Results~~other ofcreditors ~~Operations,”~~in ~~and~~full ~~notes~~either 13in ~~and~~the 18ordinary tocourse ~~our~~of ~~consolidated~~business ~~financial~~or ~~statements~~at the conclusion of the Chapter 11 case.

~~Item~~A 1Aspecial committee of our Board of Directors unanimously approved entering into the RSA. The ~~Risk~~parties' ~~Factors~~commitment under the RSA and the completion of the transactions contemplated by the RSA are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

~~The~~We ~~following~~commenced ~~risk~~a ~~factors,~~solicitation ~~which~~of ~~are~~acceptances ~~not~~of ~~all-inclusive,~~the ~~should~~Plan beon ~~carefully~~February ~~considered~~7, ~~together~~2013 ~~with~~and the ~~other~~Plan ~~information~~was inapproved ~~this~~by ~~Form 10-K,~~the inclasses ~~evaluating~~entitled ~~us. If~~to ~~any~~vote ofon the ~~following~~Plan, ~~risks~~which ~~were~~represented tothe ~~actually~~requisite ~~occur,~~majority of our ~~business~~stakeholders. On March 10, ~~financial~~2013, ~~condition~~we ~~and~~filed ~~results~~voluntary petitions for relief under Chapter 11 of ~~operations~~Title ~~could~~11 beof ~~materially~~the ~~affected~~U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

~~Risks~~We ~~Related~~entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to ~~our~~$25 ~~Business~~million, will be used for general corporate purposes and working capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring. All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

WeDuring ~~may~~the bependency ~~unable~~of tothe ~~maintain~~bankruptcy ~~sufficient~~proceedings, ~~liquidity~~we plan to ~~meet~~continue to operate our ~~working~~businesses ~~capital,~~as ~~debt~~“debtors-in-possession” ~~service,~~under the jurisdiction of the Bankruptcy Court and ~~other~~in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court. We are seeking to emerge from bankruptcy early in the second quarter of 2013. We expect to enter into an Exit Facility in connection with the consummation of the reorganization to provide us with liquidity ~~needs~~for operations after the restructuring.

WeEvents ~~are~~Leading ~~currently experiencing significant liquidity constraints, and we may not have sufficient liquidity~~ to ~~meet~~Proposed our anticipated working capital, debt service and other liquidity needs. Although we have implemented certain strategic alternatives to address our liquidity issues, there can be no assurance that these efforts will be successful. We are currentlyRestructuring

10The following is a general description of factors that ultimately led us to enter into a restructuring plan to restructure our liabilities and maximize recoveries to holders of claims and interests. We incurred operating losses primarily due to delays in project commencements, low asset utilization, idle crew costs, and the Mexico liftboat incident, which resulted in serious concerns about our liquidity beginning in 2011 and continuing into 2012. In 2011, we began working with a financial advisor regarding a possible right-sizing of our capital structure, and we began focusing on improving liquidity by giving priority to generating cash flows while maintaining long-term commitments to providing high quality seismic data acquisition services. These actions included:

~~Table~~• the May 31, 2012 appointment of ~~Contents~~David Crowley as the President and Chief Operating Officer and his subsequent appointment as Chief Executive Officer on November 9, 2012;

reviewing our alternatives and may adopt other strategies, such as refinancing or restructuring our indebtedness or capital structure. For more information, see “Risks Related to our Indebtedness.”12

~~Our~~Table ~~business largely depends on the levels~~ of exploration and development activity in the oil and natural gas industry. A decrease in this activity caused by low oil and gas prices, reduced demand or other factors will have an adverse effect on our business, liquidity and results of operations.Contents

~~Our~~• ~~business~~an isincreased ~~substantially~~focus dependent upon the condition of the oil and natural gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures for exploration, development and production operations. The level of capital expenditures generally depends on ~~the~~cost ~~prevailing views of future oil and natural gas prices, which are influenced by numerous factors, including but not limited to:~~reductions;

~~· changes~~• inthe ~~United~~rationalization ~~States~~of ~~and~~operating ~~international~~locations ~~economic~~resulting ~~conditions,~~in ~~including~~ the ~~length~~decision ~~and~~to ~~severity~~close some of the ~~recent~~Company's ~~recession~~Africa and ~~the~~Middle ~~effect~~East ofregional ~~such~~offices ~~recession~~and ~~on economic activity~~operations;

~~· demand~~• the identification of additional assets for ~~oil~~potential ~~and~~sale, ~~natural~~including ~~gas~~the sale of certain North American seismic data described below;

~~· worldwide~~• ~~political~~the ~~conditions,~~centralization ~~particularly~~of inbidding ~~significant~~and ~~oil-producing~~management ~~regions~~service ~~such~~processes asto ~~the~~provide ~~Middle~~a ~~East,~~higher ~~West~~level ~~Africa~~of ~~and~~control ~~Latin~~over ~~America~~costs; and

~~· actions~~• ~~taken~~a byfocus ~~the~~on ~~Organization~~bidding for seismic acquisition services with consideration of ~~Petroleum~~required ~~Exporting~~capital ~~Countries,~~expenditures for additional equipment given the restrictions in cash required for bid or ~~OPEC;~~posting of performance or bid bonds.

· In furtherance of the ~~availability~~above, on March 31, 2012, we sold certain North American seismic data to SEI for $10 million in cash. The data sold included 4,751 miles of 3D data and ~~discovery~~644 ~~rate~~linear miles of 2D data. In connection with this sale, we retained the right to receive 75% of the new ~~oil~~revenues generated and ~~natural~~collected ~~gas~~on ~~reserves;~~this seismic data until the earlier of such time as we receive $2.0 million or March 7, 2017. If we receive $2.0 million prior to March 7, 2017, then we will thereafter receive 50% of the net revenues generated from the applicable seismic data until March 7, 2017. We have recognized $2.0 million for our portion during the period ended December 31, 2012.

· Our financial position continued to deteriorate during the ~~rate~~third quarter of ~~decline~~2012. Consequently, with the assistance of ~~existing~~our legal and ~~new~~financial ~~oil~~advisors, during the fourth quarter of 2012, we entered into discussions with the Lenders, certain holders of the Notes, and ~~gas~~certain ~~reserves;~~holders of our preferred stock regarding the restructuring of the Debtors' balance sheet. The parties were initially unable to reach an agreement regarding a consensual restructuring, and a confidentiality agreement terminated on or about December 14, 2012.

· On December 17, 2012, we announced that we had elected not to make the ~~cost~~approximately of$14.6 ~~exploration~~million ~~for~~interest payment on the Notes that was due on December 15, 2012 and ~~production~~to operate under the 30-day grace period provided for in the Notes Indenture. To avoid contested and ~~transportation~~lengthy ofChapter 11 cases, ~~oil~~we utilized the 30-day grace period to continue negotiations with our stakeholders and ~~natural~~prepare ~~gas;~~for an in-court restructuring, which focused on a balance sheet restructuring designed to minimize the impact on operations.

· As a result, on January 15, 2013, we entered into the ~~ability~~RSA with these Noteholders and preferred stockholders. Under the terms of ~~oil~~the RSA , we agreed to implement a financial restructuring of the Debtors, and ~~gas~~the ~~companies~~other parties to ~~generate~~the ~~funds~~RSA oragreed ~~otherwise~~to ~~obtain~~support ~~external~~and ~~capital~~vote for ~~exploration,~~either ~~development,~~a ~~construction~~pre-packaged or pre-negotiated plan of reorganization in accordance with the terms and ~~production~~conditions ~~operations;~~of the agreement. The Plan reflects the agreements reached in connection with the RSA.

~~· the~~Summary ~~sale and expiration dates~~ of ~~leases in~~ the ~~United States and overseas;~~Plan

~~· technological~~The ~~advances~~Plan ~~affecting~~provides ~~energy~~that ~~exploration~~we will (i) repay $50 million in loans plus accrued interest outstanding under the Whitebox Revolving Credit Facility from the proceeds of an Exit Facility, ~~production~~(ii) exchange the Notes for a newly issued common stock representing 100% of the issued and outstanding common stock of the reorganized Company (subject to dilution from a management incentive plan and the satisfaction of borrowings under the DIP Facility in common stock of the reorganized Company), ~~transportation~~(iii) pay general unsecured claims in full either at the conclusion of the Chapter 11 cases or in the ordinary course of business, and ~~consumption;~~(iv) make a $6 million cash payment to the holders of our Series B-1 and Series C-1 preferred stock and cancel all of the preferred stock. The existing holders of our Series D preferred stock and the common stock will not receive any distributions and their equity interests will be cancelled without consideration. The terms and conditions of the management incentive plan are expected to be determined after we emerge from Chapter 11.

~~· weather~~The ~~conditions;~~Plan represents a settlement and consensual arrangement among the Debtors’ significant creditor and equity constituencies. Based on the valuation analysis prepared by the Debtors with the assistance of its advisors, the value of the Debtors is not sufficient to provide a full recovery to the holders of Notes. The Debtors have determined that the value of the new common stock that will be distributed on account of the Note claims is approximately $224 million prior to any dilution from the DIP equity distribution, while the aggregate amount of the Notes outstanding is $300 million in principal, plus accrued and unpaid interest. Further, the Debtors concluded that in order to preserve and protect the Debtors’ present and future operations, it is critical that trade creditors, vendors, suppliers and customers are unimpaired by and experience minimal interruption during the Chapter 11 case. Therefore, the RSA and the proposed Plan provides for trade and other unsecured

~~· environmental or other government regulations both domestic and foreign;~~13

~~· domestic~~Table ~~and~~of ~~foreign tax policies; and~~Contents

~~· the~~claims ~~pace~~to ~~adopted~~be byunimpaired ~~foreign~~and ~~governments~~ for the ~~exploration,~~holders ~~development~~of our Series B-1 and ~~production~~Series ofC-1 ~~their~~preferred ~~oil~~stock ~~and~~to ~~gas~~receive ~~reserves~~a $6 million cash payment.

~~Historically,~~Delisting ~~demand~~from ~~for our services has been sensitive to~~ the ~~level~~NYSE of exploration spending by oil and gas companies. A sustained period of low drilling and production activity, low commodity prices or reductions in industry budgets could reduce demand for our services and would likely have a material adverse effect on our business, financial condition or results of operations.MKT

WeOur ~~operate~~common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under ~~hazardous~~the ~~conditions~~trading ~~that~~symbol ~~subject~~“GOK.” The usNYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our ~~employees~~listing tobefore ~~risk~~the opening of ~~damage~~the tomarket ~~property~~on orDecember ~~personal~~27, ~~injury~~2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and ~~limitations~~the onOTC Bulletin Board (www.otcbb.com) began quoting our ~~insurance~~common ~~coverage~~stock ~~may~~under ~~expose~~the ussymbol “GEOK.” We intend to ~~potentially~~deregister ~~significant~~under ~~liability~~the ~~costs~~Exchange Act and to suspend our SEC reporting obligations after this Annual Report on Form 10-K is filed with the SEC.

~~Our~~Financial ~~activities~~Information ~~are~~about ~~often~~Geographic conducted in dangerous environments and include hazardous conditions, including operation of heavy equipment, the detonation of explosives, and operations in remote areas of developing countries. Operating in such environments, and under such conditions, carries with it inherent risks, such as loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by an adverse operating environment. These risks could cause us to experience equipment losses, injuries to our personnel and interruptions in our business.Areas

11For certain financial information about our significant geographic areas, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and notes 13 and 18 to our consolidated financial statements.

~~Table~~Item of1A. ~~Contents~~Risk Factors

~~Although~~The wefollowing ~~maintain~~risk ~~what we believe is prudent insurance protection~~factors, ~~our~~which ~~insurance~~are ~~contains~~not ~~certain coverage exclusions and policy limits and we cannot assure that our insurance will be sufficient or adequate to cover~~ all-inclusive, ~~losses~~should ~~or liabilities or that insurance will continue to~~ be ~~available~~carefully toconsidered, ustogether orwith ~~available~~the toother usinformation onin ~~acceptable~~this ~~terms. Further~~Form 10-K, ~~we may experience difficulties~~ in ~~collecting~~evaluating ~~from insurers as such insurers may deny all or a portion of our claims for insurance coverage~~us. AIf ~~successful~~any ~~claim~~of ~~for~~the ~~which~~following werisks ~~are~~were ~~not~~to ~~fully~~actually ~~insured~~occur, ~~or which is excluded from coverage or exceeds the policy limits of~~ our ~~applicable~~business, ~~insurance could have a material adverse effect on our~~ financial condition~~. Moreover,~~ weand doresults ~~not~~of ~~carry~~operations ~~business~~could ~~interruption~~be ~~insurance~~materially ~~with respect to our operations~~affected.

~~Historically,~~Risks weRelating ~~have~~to ~~been~~Our ~~dependent~~Bankruptcy ~~on a few customers operating in a single industry; the loss of one or more customers could adversely affect our financial condition and results of operations.~~Proceedings

~~Our~~There ~~customers~~ are ~~engaged~~risks ~~in the oil~~ and ~~natural~~uncertainties ~~gas~~associated ~~drilling~~with ~~business throughout~~ the ~~world. Historically,~~Chapter we11 ~~have been dependent upon a few customers for a significant portion of our revenue~~cases. For the years ended December 31, 2011, 2010 and 2009, our top ten customers collectively represented approximately 54%, 50%, and 70% of total revenues, respectively. Our three largest customers in 2011, 2010 and 2009 accounted for approximately 29%, 25%, and 45% of total revenues, respectively. This concentration of customers may increase our overall exposure to credit risk, and customers will likely be similarly affected by changes in economic and industry conditions. If any of these significant clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, or for any other reason, our results of operations could be adversely affected.

WeAlthough ~~have~~we ~~invested,~~believe ~~and~~that ~~expect~~the toChapter ~~continue~~11 tocases ~~invest~~will inbe ~~acquiring~~of ~~and~~short ~~processing~~duration ~~seismic~~and ~~data~~will ~~for~~not ~~multi-client~~be ~~surveys~~materially ~~and~~disruptive ~~for~~to our ~~seismic~~business, ~~data~~we ~~library~~cannot ~~without~~be ~~knowing~~certain ~~precisely~~that ~~how~~this ~~much~~will be the case. The Plan is designed to minimize the length of ~~this~~the ~~seismic~~bankruptcy ~~data~~proceeding; wehowever, ~~will~~it beis ~~able~~impossible to ~~sell~~predict orwith ~~when~~certainty ~~and~~the atamount ~~what~~of ~~price~~time that we ~~will~~may bespend ~~able~~in bankruptcy or to ~~sell~~assure ~~such~~that ~~data~~the Plan will be confirmed.

~~Multi-client~~Even ~~surveys~~if ~~and~~ the ~~resulting~~Plan ~~seismic~~is ~~data~~confirmed ~~library~~on ~~are~~a antimely ~~increasingly~~basis, ~~important~~for ~~part~~the duration of ~~our~~the ~~business~~Chapter ~~and~~11 cases, our ~~future~~ability ~~investments. We~~to ~~invest~~execute ~~significant~~our ~~amounts~~business ofstrategy ~~money~~will inbe ~~acquiring~~subject ~~and~~to ~~processing~~the ~~seismic~~risks ~~data~~and ~~that~~uncertainties weassociated ~~own~~with bankruptcy. By These ~~making such investments, we are exposed to the following~~ risks include:

~~· We~~• ~~may not fully recover~~ our ~~costs~~ability ofto ~~acquiring,~~obtain ~~processing~~approval ~~and interpreting seismic data through future sales. The amounts~~ of ~~these~~the ~~data~~Bankruptcy ~~sales~~Court ~~are~~with ~~uncertain~~respect ~~and~~to ~~depend~~motions onfiled ain ~~variety~~the ofChapter ~~factors,~~11 ~~many~~cases offrom ~~which~~time ~~are~~to ~~beyond our control.~~time;

~~· The~~• ~~timing~~our ofability ~~these sales is unpredictable and can vary greatly from period~~ to ~~period.~~maintain ~~The~~contracts ~~costs~~that ~~of each survey~~ are ~~capitalized~~critical ~~and~~to ~~then amortized over the expected useful life of the data. This amortization will affect~~ our ~~earnings and when combined with the sporadic nature of sales, will result in increased earnings volatility.~~operations;

~~· Regulatory~~• ~~changes~~our ~~that affect the~~ ability ofto ~~oil~~fund and ~~gas~~execute ~~companies to drill, either generally or in a specific location where we have acquired seismic data, could materially adversely affect the value of the seismic data contained in~~ our ~~library.~~business ~~Technology~~plan; ~~changes could also make existing data sets obsolete. Additionally, each of our individual surveys has a limited book life based on its location~~ and ~~interest of oil and gas companies to explore in prospecting for reserves in such location, so a particular survey may be subject to a significant decline in value beyond our initial estimates.~~

~~· The~~• ~~value of~~ our ~~multi-client~~ability ~~seismic~~to ~~data~~obtain ~~library~~Bankruptcy ~~could~~Court beapproval ~~significantly~~for, ~~adversely~~and ~~affected~~then ifto ~~any~~consummate, ~~material adverse change occurs in~~ the ~~general~~Plan ~~prospects for oil~~ and ~~gas~~emerge ~~exploration,~~from ~~development and production activities~~bankruptcy.

~~· The~~We ~~cost~~will ~~estimates~~also ~~upon which we base our pre-commitments of funding could~~ be ~~wrong.~~subject ~~The~~to ~~result~~risks ~~could~~and beuncertainties ~~losses~~with ~~that~~respect ~~have~~to athe ~~material~~actions ~~adverse~~and ~~effect~~decisions onof ~~our~~the ~~financial~~creditors ~~condition~~ and ~~results~~other ofthird ~~operations.~~parties ~~These~~who ~~pre-commitments~~have ofinterests ~~funding~~in ~~are subject to~~ the ~~creditworthiness~~Chapter of11 ~~our~~cases ~~clients. In the event~~ that amay ~~client~~be ~~refuses~~inconsistent orwith isour ~~unable~~restructuring toand ~~pay~~business ~~its commitment, we could lose a material amount of money~~goals.

~~Any~~These ~~reduction~~risks and uncertainties could affect our business in various ways. For example, negative events or publicity associated with the ~~market~~Chapter ~~value~~11 ofcases ~~such~~could ~~data~~adversely ~~will~~affect ~~require~~our usoperations and financial condition. In addition, pursuant to ~~write~~the ~~down~~U.S. ~~its~~Code, ~~recorded~~we ~~value~~need approval of the Bankruptcy Court for transactions outside the ordinary course of business, which ~~could~~may ~~have~~limit aour ~~material~~ability ~~adverse~~to ~~effect~~respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 cases, we cannot predict or quantify the ultimate impact that events occurring during the reorganization process will have on our business, financial condition, and results of operations.

12Upon filing the Chapter 11 cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtor-in-possession, and subject to approval of the Bankruptcy Court, or otherwise as permitted in the normal course of business or by Bankruptcy Court order, we may sell or otherwise dispose of assets and liquidate or settle

~~Table of Contents~~14

~~The~~Table ~~seismic data acquisition services industry is capital intensive and sources~~ of ~~cash to finance our capital expenditures may not always be available. If financing is not available, our results of operations will be negatively affected.~~Contents

~~Seismic~~liabilities ~~data~~for ~~acquisition~~amounts ~~equipment~~other isthan ~~continually~~those ~~being~~reflected ~~improved~~in ~~with~~the ~~new~~consolidated ~~technology~~financial statements. In ~~order to remain competitive~~Further, wethe ~~must~~Plan ~~continue~~could tomaterially ~~invest~~change additional capital to maintain, upgrade and expand our seismic data acquisition capabilities. Seismic data acquisition equipment is expensive and our ability to operate and expand our business operations is dependent upon the ~~availability~~amounts ~~of internally generated cash flow~~ and ~~financing~~classifications ~~alternatives. Such financing may consist~~ of ~~bank~~assets ~~or commercial debt, equity or debt securities or any combination thereof. There can be no assurance that we will be successful in obtaining sufficient capital to upgrade~~ and ~~expand~~liabilities ~~our~~reported current operations through cash from operations or additional financing or other transactions if and when required on terms acceptable to us. Due to the uncertainties surrounding the changing market for seismic services, increases in ~~capital and technological requirements, and other matters associated with our operations, we are unable to estimate~~ the ~~amount~~historical orconsolidated ~~terms~~financial ~~of any financing that we may need to acquire, upgrade and maintain seismic equipment~~statements. If we are unable to obtain such financing, if and when needed, we may be forced to curtail our business objectives, and to finance our business activities with only such internally generated funds as may then be available.

~~Our~~We ~~high~~will ~~level~~have ofindebtedness ~~fixed~~upon ~~costs can leave us vulnerable to downturns in revenues, which can result in losses~~emergence.

WeOn ~~are~~the ~~subject~~projected toeffective ~~high~~date ~~fixed~~of ~~costs~~the ~~which~~Plan, ~~primarily~~after ~~consist~~giving ofeffect ~~depreciation~~to the transactions contemplated by the Plan, ~~maintenance~~we ~~expenses~~expect ~~associated~~that ~~with~~the ~~our~~reorganized ~~seismic~~Company ~~data~~will, ~~acquisition~~on a consolidated basis, ~~processing~~have ~~and~~an ~~interpretation~~estimated ~~equipment~~$60 to $75 million in secured indebtedness and ~~certain~~up ~~crew~~to ~~costs. Extended~~approximately ~~periods~~$114 ofmillion ~~significant~~in ~~downtime~~unsecured orliabilities ~~low~~(including ~~productivity~~projected ~~caused~~accounts bypayable ~~reduced~~and ~~demand,~~accrued ~~weather~~liabilities) ~~interruptions,~~of ~~equipment~~which ~~failures,~~approximately ~~permit~~$86 ~~delays~~million orrelate ~~other~~to ~~causes~~the ~~could~~Debtors. ~~negatively~~The ~~affect~~total ~~our~~amount ~~results~~of ~~and~~the ~~have~~unsecured indebtedness will be a ~~material~~function ~~adverse~~of ~~effect~~the ontotal ~~our~~amount ~~financial~~of ~~condition~~ordinary course trade debt not due and ~~results~~owing ofon ~~operations~~the ~~because~~effective wedate ~~will~~and ~~not~~of beunsecured ~~able~~claims toallowed ~~reduce~~against ~~our~~the ~~fixed~~Company ~~costs~~in asthe ~~fast~~Chapter as11 ~~revenues~~cases, ~~decline~~including, without limitation, disputed claims.

WeThe ~~face~~reorganized ~~intense~~Company’s ~~competition~~indebtedness ~~in our business that~~ could ~~result~~have inimportant ~~downward~~consequences ~~pricing pressure and the loss of market share.~~because:

~~Competition~~• ~~among~~a ~~seismic~~portion ~~contractors~~of ~~historically~~the ~~has~~reorganized ~~been,~~Company’s ~~and~~cash ~~likely~~flow from operations will ~~continue~~be dedicated to ~~be,~~debt ~~intense. Competitive~~service ~~factors~~and ~~have~~will inbe ~~recent~~unavailable ~~years~~to ~~included~~support ~~price~~operations, ~~crew~~working ~~experience~~capital, ~~equipment~~capital ~~availability~~expenditures, ~~technological~~expansion, expertise and reputation for quality and dependability. We also face increasing competition from nationally-owned companies in various international jurisdictions that operate under less significant financial constraints than those we experience. Additionallyacquisitions, ~~the~~or ~~seismic~~general ~~data~~corporate ~~acquisition~~or services business is extremely price competitive and has a history of protracted periods where seismic contractors under financial duress bid jobs below cost and therefore adversely impact industry pricing. Competition from these and other ~~competitors could result in downward pricing pressure and the loss of market share.~~purposes;

We• ~~rely~~the onreorganized aCompany’s ~~limited~~ability ~~number~~to ofobtain ~~key~~additional ~~suppliers~~financing ~~for~~in ~~specific~~the ~~seismic~~future ~~services~~may ~~and~~be ~~equipment. Loss of any of these suppliers could have a material adverse effect on our business.~~limited;

We• ~~depend on a limited number of third parties to supply us with specific seismic services and equipment. From time to time, increased demand for seismic data acquisition services has decreased~~ the ~~available~~reorganized ~~supply~~Company’s offlexibility ~~new seismic equipment, resulting~~ in ~~extended~~planning ~~delivery dates on orders. Any delay in obtaining equipment could delay our implementation of additional crews and restrict the productivity of our existing crews~~for, ~~adversely~~or ~~affecting~~reacting ~~our business and results of operations. In addition~~to, ~~any~~changes ~~adverse change~~ in ~~the~~its ~~terms~~business ofmay ~~our~~be ~~supplier~~limited; ~~arrangements could affect our results of operations.~~and

~~Revenue~~• ~~derived~~it ~~from our projects~~ may ~~not~~make bethe ~~sufficient~~reorganized toCompany ~~cover~~more ~~our~~vulnerable ~~costs of completing those projects or may not result~~ in the ~~profit~~event weof ~~anticipated~~a ~~when~~downturn wein ~~entered~~its ~~into~~business or the ~~contract.~~economy ~~Therefore,~~in ~~our results of operations may be adversely affected~~general.

~~Our~~The ~~revenue~~reorganized isCompany’s ~~determined,~~ability into ~~part,~~make bypayments ~~the price we receive for our services~~on, ~~the productivity of our crew~~ and ~~the~~to ~~accuracy of our cost estimates. Our crew’s productivity is partly a function of external factors~~refinance, ~~such~~its asdebt ~~weather~~will ~~and~~depend ~~third~~on ~~party~~its ~~delays,~~ability ~~over~~to ~~which~~generate wecash ~~have~~in nothe ~~control~~future. In ~~addition~~This, ~~cost estimates for our projects may be inadequate due~~ to ~~unknown~~a ~~factors~~certain ~~associated~~extent, ~~with~~is ~~the~~subject ~~work~~ to begeneral ~~performed~~economic, ~~and~~business, ~~market~~financial, ~~conditions~~competitive, ~~resulting~~legislative, ~~in cost over-runs. If our crew encounters operational difficulties or delays~~regulatory, orand ifother wefactors ~~have~~that ~~not~~are ~~correctly~~beyond ~~priced~~the ~~our~~control ~~services, our results~~ of ~~operation~~the ~~may~~reorganized ~~vary, and in some cases, may be adversely affected~~Company.

~~Many~~There ofcan ~~our~~be ~~projects~~no ~~are~~assurance ~~performed~~that onthe areorganized ~~turnkey~~Company ~~basis~~will ~~where~~be aable ~~defined~~to ~~amount~~generate ~~and~~sufficient ~~scope~~cash offlow ~~work~~from isoperations ~~provided~~or bythat ussufficient ~~for~~future aborrowings ~~fixed~~will ~~price~~be ~~and~~available ~~additional~~to ~~work,~~pay ~~which~~off isthe ~~subject~~reorganized toCompany's ~~client~~debt ~~approval, is billed separately~~obligations. The ~~revenue,~~reorganized ~~cost~~Company ~~and~~may ~~gross~~need ~~profit~~to ~~realized~~refinance onall or a ~~turnkey~~portion ~~contract~~of ~~can~~its ~~vary~~debt ~~from~~on ~~our~~or ~~estimated~~before ~~amount~~maturity; ~~because of changes in job conditions~~however, ~~variations~~there incan ~~labor~~be ~~and~~no ~~equipment~~assurance ~~productivity~~that ~~from~~ the ~~original~~reorganized ~~estimates,~~Company ~~and~~will ~~the~~be ~~performance~~able ~~of subcontractors. Turnkey contracts may also cause us~~ to ~~bear~~refinance ~~substantially~~any ~~all~~ of ~~the~~its ~~risks~~debt ofon ~~business~~commercially ~~interruption~~reasonable ~~caused~~terms byor ~~weather~~at ~~delays and other hazards~~all. ~~These~~

13We may require funding after emergence.

~~Table~~The seismic data acquisition services industry is capital intensive and sources of ~~Contents~~cash to finance our capital expenditures may not always be available. If financing is not available, our results of operations will be negatively affected. Seismic data acquisition equipment is continually being improved with new technology. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade, and expand our seismic data acquisition capabilities. Seismic data acquisition equipment is expensive, and our ability to operate and expand their business operations is dependent upon the availability of internally generated cash flow and financing alternatives. While we believe the Exit Facility will be sufficient to fund post-restructuring operations of the reorganized Company in the near term, there can be no assurance that we will be successful in obtaining sufficient additional capital to upgrade and expand their current operations through cash from operations or additional financing or other transactions, if and when required, on acceptable terms. Due to the uncertainties surrounding the changing market for seismic services, increases in capital and technological requirements, and other matters associated with operations, we are unable to estimate the amount or terms of any financing that we may need to acquire, upgrade, and maintain seismic equipment. If we are unable to obtain such financing, if and when needed, we may be forced to curtail business objectives and to finance our business activities with only such internally generated funds as may then be available.

~~variations,~~Risks ~~delays~~Related ~~and~~to ~~risks~~our ~~inherent~~Common ~~in billing clients at a fixed price may result in us experiencing reduced profitability or losses on projects.~~Stock

~~Our~~Trading ~~clients~~in ~~could~~our ~~delay,~~securities ~~reduce~~during orthe ~~cancel~~pendency ~~their~~of ~~commitments~~bankruptcy orproceedings ~~service~~is ~~contracts~~extremely ~~with~~speculative usand onposes ~~short~~substantial ~~notice~~risks. If the Plan is confirmed as currently contemplated, ~~which~~all ~~may~~shares ~~lead~~of toour ~~lower~~existing ~~than~~common ~~expected~~stock ~~demand~~will be cancelled without consideration, and ~~revenues~~therefore no longer tradeable, and holders of such shares would not be entitled receive any distributions, interest or other property for their shares.

Our estimated backlog revenue consists of written orders or commitments for our services that we believe to be firm. We estimate our total seismic data acquisition and seismic data processing and integrated reservoir geosciences services revenue backlog to be $590.6 million at December 31, 2011. Our backlog at December 31, 2011 included $446.2 million, or approximately 76%, from international proprietary seismic data acquisition projects, $106.2 million, or approximately 18%, from North America proprietary seismic data acquisition projects, $29.3 million, or approximately 5%, from multi-client seismic data acquisition projects in the United States, and $8.9 million, or approximately 1%, from our seismic data processing and integrated reservoir geosciences business. It is anticipated that approximately 81% of the backlog at December 31, 2011 will be completed in 2012, approximately 14% to be completed in 2013, with the remainder to be completed in 2014. Backlog levels vary during the year depending on the timing of the completion of certain projects and when new projects are awarded and contracts are signed. Because of potential changes in the scope or schedule of our clients’ projects, we cannot predict with certainty when or if our backlog will be realized. In addition, the contracts in our backlog are cancelable by the client. Material delays, payment defaults or cancellations could reduce the amount of backlog currently reported, and, consequently, could inhibit the conversion of that backlog into revenue which may materially affect our financial condition, results of operations and cash flows.15

~~Our~~Table ~~agreements with our clients may not adequately protect us from unforeseen events or address all issues that could arise with our clients. The occurrence~~ of ~~unforeseen events, or disputes with clients not adequately addressed in the contracts could result in increased liability, costs and expenses associated with any given project.~~Contents

WeTrading ~~enter~~in ~~into~~securities ~~master~~of ~~service~~an ~~agreements~~issuer ~~with~~facing ~~many~~bankruptcy ofproceedings ~~our~~is ~~clients~~extremely ~~which~~speculative ~~allocate~~and ~~certain~~there ~~operational~~is ~~risks. For~~a ~~example,~~very wesignificant ~~seek~~risk tothat ~~minimize~~investors ~~the~~will ~~risk~~lose oftheir ~~delays~~entire ~~through~~investment. With ~~the~~respect ~~inclusion~~to ofthe ~~“standby~~Company, ~~rate”~~if ~~provisions~~the ~~which~~Plan ~~provide~~is ~~for~~confirmed ~~payment~~as tocurrently uscontemplated, all of athe ~~reduced~~existing ~~rate~~shares ~~for~~our acommon ~~limited~~stock ~~amount~~would ofbe ~~time~~cancelled ifwithout consideration and the ~~weather~~holders ~~conditions~~of orsuch ~~certain~~shares ~~other~~would ~~factors~~not ~~outside~~be ofentitled ~~our~~to ~~control~~receive ~~prevent~~any usdistributions, ~~from~~interest ~~recording~~or ~~data. Despite~~other ~~the~~property, ~~inclusion~~rendering ofsuch ~~risk~~shares ~~allocation~~worthless. In ~~provisions~~the inevent ~~our~~the ~~agreements,~~Plan ~~our~~is ~~operations~~not ~~may~~confirmed befor ~~affected~~any byreason, awe ~~number~~cannot ofpredict ~~events~~how ~~that~~much ~~are~~time ~~unforeseen~~would orpass ~~not~~before ~~within~~we ~~our~~could ~~control. We~~file ~~cannot~~an ~~assure~~alternative ~~you~~plan ~~that~~of ~~our~~reorganization ~~agreements~~or ~~will~~how ~~adequately~~such ~~protect~~a usplan ~~from~~would ~~each~~affect ~~possible~~the ~~event.~~Company Ifand anits ~~event~~security ~~occurs~~holders ~~which~~and wethere ~~have~~is ~~not~~a ~~contemplated~~substantial orlikelihood ~~otherwise~~that ~~addressed~~holders inof our ~~agreement,~~existing ~~we,~~common ~~and~~stock ~~not~~would ~~our~~still ~~client~~recover nothing for their investment. Therefore, ~~will~~for ~~likely~~these ~~bear~~and ~~the~~other ~~increased~~reasons, ~~cost~~we orcaution ~~liability. To~~and ~~the~~urge ~~extent~~existing ~~our~~and ~~agreements~~future doinvestors ~~not~~to ~~adequately~~carefully ~~address~~consider these and other ~~issues,~~risks orwith werespect ~~are not able~~ to ~~successfully~~investments ~~resolve~~in ~~resulting~~our ~~disputes,~~common westock ~~may~~and ~~incur~~other ~~increased~~securities ~~liability,~~or ~~costs and expenses~~claims.

WeOur ~~may~~common bestock ~~held~~is ~~liable~~no ~~for~~longer listed on a national securities exchange and is traded only in over-the-counter ~~actions~~markets. Trading ofin over-the-counter markets carries substantial risks and could continue to negatively impact our ~~subcontractors~~stock price, volatility and liquidity.

WeOur ~~often~~common ~~work~~stock aswas ~~the~~previously ~~general~~listed ~~contractor~~ on ~~seismic~~the ~~data~~NYSE ~~acquisition~~MKT ~~surveys~~(formerly ~~and~~the ~~consequently~~NYSE ~~engage~~AMEX) aunder ~~number~~the oftrading ~~subcontractors~~symbol to“GOK.” The ~~perform~~NYSE ~~services~~MKT ~~and~~placed ~~provide~~a ~~products. While~~trading wehalt ~~obtain~~on ~~contractual~~our ~~indemnification~~common ~~and~~stock ~~insurance~~beginning ~~covering~~on ~~the~~December ~~acts~~17, of2012 ~~these~~after ~~subcontractors,~~we ~~and~~announced ~~require~~our ~~the~~intent ~~subcontractors~~ to ~~obtain~~restructure ~~insurance~~and ~~for~~subsequently suspended our ~~benefit,~~listing ~~there~~before ~~can~~the beopening noof ~~assurance~~the wemarket ~~will~~on ~~not~~December be27, ~~held~~2012. On ~~liable~~December ~~for~~27, 2012, the ~~actions~~OTCQB ofmarket ~~these~~operated ~~subcontractors. In~~by ~~addition,~~OTC ~~subcontractors~~Markets ~~may~~Group, ~~cause~~Inc. ~~damage~~(www.otcmarkets.com) orand ~~injury~~the toOTC ~~our~~Bulletin ~~personnel~~Board ~~and~~(www.otcbb.com) ~~property~~began ~~that~~quoting isour ~~not~~common ~~fully~~stock ~~covered~~under bythe ~~insurance~~symbol “GEOK.”

~~Our~~Due ~~results~~to various factors including the reduced number of ~~operations~~investors, ~~can~~analysts and market markers, securities traded in over-the-counter markets such as the OTCQB and the OTC Bulletin Board generally have substantially less volume and liquidity than securities traded on a national securities exchange such as the NYSE MKT. As a result, holders of our common stock may face difficulty in selling their shares and prices could face additional downward pressure. Furthermore, the price of our common stock could be ~~significantly~~subject to greater volatility and could be more likely to be affected by ~~currency~~market conditions and fluctuations, changes in our operating result, market perception of us and our business, developments regarding our restructuring, and announcements by us or other parties with an interest in our business or restructuring.

~~Because~~There wecan ~~derive~~be ano ~~substantial~~assurance ~~amount~~that ofany ~~our~~public ~~revenue~~market ~~from~~for ~~sales~~our ~~internationally,~~common westock ~~are~~will ~~subject~~exist toin ~~risks~~the ~~relating~~future toor ~~fluctuations~~that inour ~~currency~~common ~~exchange~~stock ~~rates. Fluctuations~~will incontinue ~~the~~to ~~exchange~~be ~~rate~~quoted ofon over-the-counter ~~U.S.~~markets, ~~dollar~~particularly ~~against~~in ~~such~~the ~~other~~event ~~currencies~~that ~~may,~~our inexisting ~~future~~common ~~periods,~~stock ~~have~~is acancelled ~~significant~~pursuant ~~effect~~to ~~upon~~the ~~our results of operations~~Plan. ~~While~~ Additionally, we ~~attempt~~may tobe ~~reduce~~subject ~~the~~to ~~risks~~additional ~~associated~~compliance ~~with~~requirements ~~such~~under ~~exchange~~applicable ~~rate~~state ~~fluctuations,~~laws wein ~~cannot~~connection ~~assure~~with ~~you~~the ~~that~~issuance weof ~~will~~our besecurities. We ~~effective~~intend into ~~doing~~deregister sounder orthe ~~that~~Exchange ~~fluctuations~~Act inand ~~the~~to ~~value~~suspend ofour ~~the~~SEC ~~currencies~~reporting inobligations ~~which~~after wethis ~~operate~~Annual ~~will~~Report ~~not~~on ~~materially~~Form ~~affect~~10-K ~~our~~is ~~results~~filed ofwith ~~operations in~~ the ~~future~~SEC.

~~Our~~Risks ~~operations~~Related ~~outside of the United States are subject~~ to ~~additional political, economic, and other uncertainties that could adversely affect~~ our ~~business, financial condition, or results of operations, or cash flows, and our exposure to such risks will increase as we expand our international operations.~~Operations

Our ~~international~~high ~~proprietary~~level ~~operations are a significant part~~ of ~~our~~fixed ~~total~~costs ~~operations. For~~can ~~the~~leave ~~years~~us ~~ended~~vulnerable ~~December 31, 2011, 2010 and 2009, 60%, 62%, and 81%, respectively, of our total revenues were derived outside of the U.S. and Canada. Our operations outside of the United States are subject~~ to ~~risks~~downturns ~~inherent~~ in ~~foreign operations~~revenues, ~~including~~which ~~but~~can ~~not~~result ~~limited~~in ~~to:~~losses.

14We are subject to high fixed costs, which primarily consist of depreciation, maintenance expenses associated with our seismic data acquisition, processing and interpretation equipment, and certain crew costs. Extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays, or other causes could negatively affect our operations and have a material adverse effect on their financial condition and results of operations because they will not be able to reduce fixed costs as fast as revenues decline.

~~Table~~Even ofif ~~Contents~~we successfully consummate the Plan, the reorganized Company will continue to face risks beyond our control.

~~· government~~Even ~~instability~~if the Plan is consummated, ~~which~~the ~~can~~reorganized ~~cause~~Company ~~investment~~will incontinue ~~capital~~to ~~projects~~face bya ~~our~~number ~~potential~~of ~~clients~~risks, toincluding becertain ~~withdrawn~~risks orthat ~~delayed~~are beyond our control, ~~reducing~~including orchanges ~~eliminating~~in economic conditions, changes in the ~~viability~~industry, oflegislative ~~some~~changes, ~~markets~~and changes in demand for our services;.

~~· potential~~We ~~expropriation,~~face ~~seizure,~~intense ~~nationalization~~competition orthat ~~detention~~could result in downward pricing pressure and the loss of ~~assets;~~market share.

~~· difficulty~~Competition among seismic contractors historically has been, and likely will continue to be, intense. Competitive factors have in ~~repatriating~~recent ~~foreign~~years ~~currency~~included ~~received~~price, crew experience, equipment availability, technological expertise, and reputation for quality and dependability. We also face increasing competition from nationally owned companies in ~~excess~~various international jurisdictions that operate under less significant financial constraints than those we experience. Additionally, the seismic data acquisition services business is extremely price competitive and has a history of ~~local~~protracted ~~currency~~periods ~~requirements;~~where seismic contractors under financial duress bid jobs below cost and therefore adversely impact industry pricing.

~~· civil uprisings, riots and war, which can make it unsafe to continue operations, adversely affect both budgets and schedules and expose us to losses;~~16

~~· availability~~Table of suitable personnel and equipment, which can be affected by government policy, or changes in policy, which limit the importation of qualified crewmembers or specialized equipment in areas where local resources are insufficient;Contents

~~· decrees,~~Competition ~~laws,~~from ~~regulations,~~these ~~interpretation~~ and ~~court~~other ~~decisions~~competitors ~~under~~could ~~legal~~result ~~systems,~~in ~~which~~downward ~~are~~pricing ~~not~~pressure ~~always~~and ~~fully~~the ~~developed~~loss ~~and~~of ~~which~~market ~~may~~share. We berely ~~retroactively~~on ~~applied~~a ~~and~~limited ~~cause~~number usof tokey ~~incur~~suppliers ~~unanticipated~~for specific seismic services and~~/or~~ ~~unrecoverable~~equipment. ~~costs~~Loss asof ~~well~~any asof ~~delays~~these ~~which~~suppliers ~~may~~could ~~result~~have ina ~~real~~material oradverse ~~opportunity~~effect ~~costs;~~on our businesses.

~~· compliance~~We depend on a limited number of third parties to supply us with ~~tax~~specific seismic services and equipment. From time to time, ~~employment~~increased demand for seismic data acquisition services has decreased the available supply of new seismic equipment, ~~immigration~~resulting in extended delivery dates on orders. Any delay in obtaining equipment could delay implementation of additional crews and ~~labor~~restrict ~~laws~~the ~~for~~productivity ~~employees~~of ~~living~~existing ~~abroad~~crews, oradversely ~~traveling~~affecting ~~abroad;~~business and results of operations. In addition, any adverse change in the terms of our supplier arrangements could adversely affect results of operations.

~~· foreign~~Revenue ~~taxes,~~may ~~including~~not ~~withholding~~be sufficient to cover costs of ~~payroll~~completing ~~taxes;~~projects ~~and~~or may not result in the profit the Company anticipated when entering into the contract.

~~· terrorist~~Our ~~attacks~~revenue is determined, ~~including~~in ~~personal~~part, ~~harm~~by tothe price we receive for services, the productivity of our ~~personnel~~crew, and the accuracy of cost estimates. The crew's productivity is partly a function of external factors, such as weather and third-party delays, over which we have no control. In addition, cost estimates for projects may be inadequate due to unknown factors associated with the work to be performed and market conditions, resulting in cost over-runs. If the crew encounters operational difficulties or delays, or if they have not correctly priced their services, results of operations may vary and may be adversely affected.

AsMany ~~an example~~ of ~~the~~our ~~operational~~projects ~~risks~~are ~~associated~~performed ~~with~~on ~~our~~a ~~international~~turnkey ~~operations,~~basis aswhere a ~~result~~defined amount and scope of ~~the~~work ~~civil~~is ~~unrest~~provided infor ~~Libya~~a fixed price, weand ~~have~~additional ~~been~~work, ~~unable~~which is subject to ~~operate~~client ~~our~~approval, ~~business~~is orbilled ~~utilize~~separately. ~~our~~The ~~equipment~~revenue, incost, ~~Libya~~and ~~since~~gross ~~the~~profit ~~first~~realized ~~quarter~~on ofa ~~2011. As~~turnkey ancontract ~~example~~can vary from the estimated amount because of ~~certain~~changes ~~international~~in ~~compliance~~job ~~risks~~conditions, wevariations ~~have~~in ~~recorded~~labor aand ~~provision~~equipment atproductivity ~~December 31,~~from ~~2011~~the ~~for~~original estimates, and the ~~potential~~performance ~~liability~~of ~~for~~subcontractors. Turnkey ~~employee~~contracts ~~related~~may ~~taxes~~also ~~for~~cause ~~third~~us ~~country~~to ~~nationals~~bear ~~performing~~substantially ~~work~~all ~~for~~of the ~~Company~~risks of business interruption caused by weather delays and other hazards. These variations, delays, and risks inherent in ~~certain~~billing ~~countries~~clients at a fixed price may result in ~~which~~us itexperiencing ~~operated~~reduced profitability or losses on projects.

AsOur aagreements ~~company subject to compliance~~ with ~~the Foreign Corrupt Practices Act (the “FCPA”) and the UK Bribery Act of 2010 (the “UK Bribery Act”),~~ our ~~business~~clients may ~~suffer because our efforts to comply with these laws could restrict our ability to do business in foreign markets relative to our competitors who are~~ not ~~subject~~adequately toprotect ~~them. Any~~us ~~determination~~from ~~that~~unforeseen weevents or ~~our~~address ~~foreign~~all ~~agents~~issues orthat ~~joint~~could ~~venture~~arise ~~partners~~with ~~have violated the FCPA or the UK Bribery Act may adversely affect~~ our ~~business and operations~~clients.

WeThe ~~and~~occurrence ~~our~~of ~~local~~unforeseen ~~partners~~events ~~operate~~or indisputes ~~many~~with ~~parts~~clients ofnot ~~the~~adequately ~~world~~addressed ~~that~~in ~~have~~the ~~experienced~~contracts ~~governmental~~could ~~corruption~~result toin ~~some~~increased ~~degree~~liability, ~~and~~costs, inand ~~certain~~expenses ~~circumstances,~~associated ~~strict~~with ~~compliance~~any ~~with~~given ~~anti-bribery~~project. We ~~laws~~enter ~~may~~our ~~conflict~~master service agreements with ~~local~~many ~~customs~~of ~~and~~our ~~practices~~clients that allocate certain operational risks. We For ~~may~~example, bewe ~~subject~~seek to ~~competitive~~minimize ~~disadvantages~~the torisk of delays through the ~~extent~~inclusion ~~that~~of ~~our~~“standby ~~competitors~~rate” ~~are~~provisions, ~~able~~which provide for payment of a reduced rate to ~~secure~~us ~~business,~~for ~~licenses~~a limited amount of time if the weather conditions or certain other ~~preferential~~factors ~~treatment~~outside byof ~~making~~our ~~payments~~control toprevent ~~government~~us ~~officials~~from ~~and~~recording ~~others~~data. Despite the inclusion of risk allocation provisions in ~~positions~~these agreements, our operations may be affected by a number of ~~influence~~events that are unforeseen or ~~using~~not ~~other~~within ~~methods~~our control. We cannot assure that Usuch agreements will adequately protect us from each possible event.S If an event occurs that we have not contemplated or otherwise addressed in an agreement, we, and not the client, will likely bear the increased cost or liability. To ~~law~~the extent that agreements do not adequately address these and ~~regulations~~other ~~prohibit~~issues, usor ~~from~~if ~~using~~we are not able to successfully resolve resulting disputes, we may incur increased liability, costs, and expenses.

AsWe a U.S. corporation, we are subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. In particular, we may be held liable for ~~actions taken by our strategic or local partners even though our partners are not subject to~~ the ~~FCPA. Any~~actions ~~such violations could result in substantial civil and/or criminal penalties and might adversely affect our business, results~~ of ~~operations or financial condition~~subcontractors. ~~In addition, our ability to continue to work in such foreign markets could be adversely affected if we were found to have violated certain U.S. laws, including the FCPA.~~

~~The~~We UKoften ~~Bribery~~work ~~Act,~~as ~~which~~the ~~became~~general ~~effective~~contractor inon ~~2011,~~seismic isdata ~~broader~~acquisition insurveys ~~scope~~and ~~than~~consequently ~~the~~engage ~~FCPA~~a ~~and~~number ~~applies~~of subcontractors to ~~public~~perform services and ~~private~~provide ~~sector~~products. While ~~corruption~~we obtain contractual indemnification and ~~contains~~insurance covering the acts of these subcontractors and require the subcontractors to obtain insurance for our benefit, there can be no ~~facilitating~~assurance ~~payments~~we ~~exception~~will not be held liable for the actions of these subcontractors. In addition, subcontractors may cause damage or injury to our personnel and property that is not fully covered by insurance.

15Our financial results could be significantly affected by currency fluctuations.

~~Table~~Because we derive a substantial amount of ~~Contents~~revenue from sales internationally, we are subject to risks relating to fluctuations in currency exchange rates. Fluctuations in the exchange rate of the U.S. dollar against such other currencies may, in future periods, have a significant effect upon results of operations. While we attempt to reduce the risks associated with such exchange rate fluctuations, we may not be effective in doing so, and fluctuations in the value of the currencies in which we do business may materially affect results of operations in the future.

~~We are subject to compliance with stringent environmental laws and regulations that may expose us to significant costs and liabilities.~~17

~~Our~~Table ~~operations~~of are subject to stringent federal, provincial, state and local environmental laws and regulations in the United States and foreign jurisdictions relating to environmental protection. These laws and regulations may impose numerous obligations that are applicable to our operations including:Contents

~~· the~~Operations ~~acquisition~~outside of ~~permits~~the ~~before~~United ~~commencing~~States ~~regulated~~are ~~activities;~~subject to additional political, economic, and other uncertainties.

· Our operations outside of the ~~limitation~~United orStates ~~prohibition~~are ofsubject ~~seismic~~to ~~activities~~political, ineconomic, ~~environmentally~~and ~~sensitive~~other uncertainties that could adversely affect our businesses, financial condition, results of operations, or ~~protected~~cash ~~areas~~flows, and exposure to such risks will increase as ~~wetlands~~we orexpand ~~wilderness~~international ~~areas~~operations.

~~Numerous~~Our ~~governmental~~international ~~authorities,~~proprietary ~~such~~operations asare ~~the~~a ~~U.S.~~significant ~~Environmental~~part ~~Protection~~of ~~Agency~~total ~~(“EPA”)~~operations. For ~~and analogous state agencies in~~ the ~~United~~years ~~States~~ended ~~and~~December ~~governmental~~31, ~~bodies~~2012, ~~with~~2011, ~~control~~2010, ~~over environmental matters in foreign jurisdictions~~64%, ~~have~~60% ~~the power to enforce compliance with these laws~~ and ~~regulations and any permits issued under them~~62%, ~~oftentimes requiring difficult and costly actions. Failure to comply with these laws~~respectively, ~~regulations~~of ~~and~~total ~~permits~~revenues ~~may~~were ~~result~~derived inoutside ~~the assessment~~ of ~~administrative,~~the ~~civil~~United States and ~~criminal~~Canada. Our ~~penalties,~~operations ~~the~~outside ~~imposition~~ of ~~remedial obligations and~~ the ~~issuance~~United ofStates ~~injunctions~~are ~~limiting~~subject orto ~~preventing~~risks ~~some~~inherent orin ~~all~~foreign ofoperations, ~~our~~including ~~operations.~~the following:

~~There~~• isgovernment ~~inherent~~instability, ~~risk~~which ofcan ~~incurring~~cause ~~significant~~investment ~~environmental costs and liabilities~~ in ~~our~~capital ~~operations~~projects ~~due to our controlled storage, use and disposal of explosives. Although we believe that our safety procedures for handling and disposing of explosives comply with the standards prescribed~~ by ~~applicable~~potential ~~laws~~clients ~~and~~to ~~regulations, the risk of accidental injury from these materials cannot~~ be ~~completely~~withdrawn ~~eliminated. In~~or ~~the event of an accident~~delayed, wereducing ~~could be held liable for any damages that result~~ or weeliminating ~~could be penalized with fines, and any liability could exceed~~ the ~~limits~~viability of orsome ~~fall~~markets ~~outside~~for our ~~insurance coverage.~~services;

~~Current~~• orpotential ~~future~~expropriation, ~~distressed~~seizure, ~~financial~~nationalization, ~~conditions~~or detention of ~~customers could have an adverse impact on us in the event these customers are unable to pay us for the services we provide.~~assets;

~~Some~~• ofdifficulty ~~our~~in ~~customers~~repatriating ~~are~~foreign ~~experiencing,~~currency orreceived ~~may experience~~ in ~~the~~excess ~~future, severe financial problems that have had or may have a significant impact on their creditworthiness. Although we perform ongoing credit evaluations~~ of ~~our~~local ~~customers’~~currency financial conditions, we generally require no collateral from our customers. We cannot provide assurance that one or more of our financially distressed customers will not default on their obligations to us or that such a default or defaults will not have a material adverse effect on our business, financial position, results of operations, or cash flows. Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed. In addition, such events might force such customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our results of operations and financial condition.requirements;

~~Our~~• ~~seismic~~civil ~~data~~uprisings, ~~acquisition~~riots, ~~services~~and ~~revenues~~war, ~~are~~which ~~subject~~can make it unsafe to ~~seasonal~~continue ~~conditions.~~operations, adversely affect both budgets and schedules, and expose us to losses;

~~Our~~• ~~seismic~~availability ~~data~~of ~~acquisition~~suitable ~~services~~personnel ~~are performed outdoors~~ and ~~are~~equipment, ~~therefore~~which ~~subject~~can tobe ~~seasonality. Shorter~~affected ~~winter~~by ~~days~~government ~~and~~policy ~~adverse~~or ~~weather~~changes ~~negatively impact our ability to provide services~~ in ~~certain regions. Additionally~~policy, ~~while~~and wecan ~~plan~~limit ~~for our international operations to take place during favorable seasons, we have limited control over~~ the ~~actual~~importation ~~timing~~ of ~~these~~qualified ~~operations~~crew ~~due~~members toor ~~the~~specialized ~~extensive~~equipment ~~planning, preparation and permits required to perform a seismic survey~~ in ~~certain~~ areas, ~~which~~where ~~may~~local ~~cause~~resources ~~our~~are ~~operations to be delayed and result in additional costs.~~insufficient;

We• decrees, laws, regulations, interpretation, and court decisions under legal systems that are not always fully developed and that may be ~~unable~~retroactively applied and cause us to ~~retain~~incur unanticipated and/or ~~attract~~unrecoverable ~~management~~costs, ~~and~~as ~~skilled~~well ~~and~~as ~~technically~~delays, ~~knowledgeable~~which ~~employees.~~may result in real or opportunity costs;

~~Our~~• ~~continued~~compliance ~~success~~with depends upon retaining and attracting highly skilled employees. A number of our employees possess many years of industry experience and are highly skilled and our inability to retain such individuals could adversely affect our ability to compete in the seismic service industry. We may face significant competition for such skilled personneltax, ~~particularly during periods of increased demand for seismic services. Although we utilize~~ employment, ~~agreements~~immigration, ~~stock-based compensation~~ and ~~other~~labor ~~incentives~~laws tofor ~~retain certain of our key~~ employees, ~~there~~living isabroad noor ~~guarantee~~traveling ~~that we will be able to retain these personnel.~~abroad;

16• foreign taxes, including withholding of payroll taxes; and

~~Table~~• ofterrorist ~~Contents~~attacks, including personal harm to our personnel.

WeAs ~~rely~~an onexample ~~certain~~of ~~proprietary~~the ~~information,~~operational ~~proprietary~~risks ~~software~~associated with international operations, ~~trade~~as ~~secrets~~a ~~and~~result ~~confidentiality~~of ~~and~~the ~~licensing~~civil ~~agreements~~unrest in Libya, we were unable to ~~conduct~~operate our ~~current~~business ~~operations~~or utilize our equipment in Libya during 2011.

We ~~rely on certain proprietary information, proprietary software, trade secrets and confidentiality and licensing agreements to conduct our current operations. We~~ are ~~continuously~~subject ~~working~~ to ~~improve~~the ~~our~~FCPA ~~technology~~ and operating techniques, through internal development activities and working with our vendors to develop new technologies to maintain pace with industry innovation. Our future success will be partly dependent on our ability to maintain and extend our technology base and preserve our intellectual property without infringing on the ~~rights~~UK ofBribery ~~any~~Act, ~~third~~which ~~parties. There~~may ~~can~~adversely beimpact ~~no assurance that we will be successful in protecting~~ our ~~intellectual property or that our competitors will not develop technologies that are substantially equivalent or superior to our technologies~~businesses.

~~Our~~We ~~operating~~are ~~results~~subject ~~from~~to ~~seismic~~the ~~data~~regulations ~~acquisition~~imposed ~~services~~by ~~can~~the beFCPA, ~~significantly~~which ~~impacted~~generally prohibits U.S. companies and their intermediaries from ~~period~~making improper payments to ~~period~~foreign ~~due~~officials for the purpose of obtaining or keeping business. The UK Bribery Act, which became effective in 2011, is broader in scope than the FCPA, applies to public and private sector corruption, and contains no facilitating payments exception. As a ~~change~~company insubject to compliance with the ~~timing~~FCPA and the UK Bribery Act, our businesses may suffer because of aour ~~few~~efforts ~~large~~to ~~jobs~~comply ~~occurring~~with atthese ~~any~~laws. In ~~one~~addition, ~~time~~such laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to them.

WeOur ~~have~~local ~~the~~partners ~~capacity~~and toaffiliates ~~field~~and upus tooperate 25in ~~seismic~~many ~~data~~parts ~~acquisition~~of ~~crews. However,~~the inworld ~~any~~that ~~given~~have ~~period,~~experienced wegovernmental ~~could~~corruption ~~have~~to ~~idle~~some ~~crews~~degree ~~which~~and, ~~result~~ in acertain ~~significant portion of our revenues~~circumstances, ~~cash~~strict ~~flows~~compliance ~~and~~with ~~earnings~~anti-bribery ~~coming~~laws ~~from~~may aconflict ~~relatively~~with ~~small~~local ~~number~~customs ofand ~~crews~~practices. ~~Additionally,~~ We ~~due~~may tobe ~~location,~~subject ~~service~~to ~~line~~competitive ordisadvantages ~~particular~~to ~~job,~~the ~~some~~extent ofthat our ~~individual~~competitors ~~crews may achieve results that~~ are aable ~~significant~~to ~~percentage~~secure ofbusiness, ~~consolidated~~licenses, ~~operating results. Should one~~ or ~~more~~other ofpreferential ~~these~~treatment ~~crews~~by ~~experience~~making ~~significant~~payments ~~changes~~to ingovernment ~~timing,~~officials ~~our~~and ~~financial~~others ~~results~~in ~~are~~positions ~~subject~~of toinfluence ~~significant~~or ~~variations~~using ~~from~~other ~~period~~methods tothat ~~period~~U. ~~Factors~~S. ~~that~~law ~~may~~and ~~result~~UK inBribery ~~these~~Act ~~changes~~and inregulations ~~timing~~prohibit ~~include,~~us ~~but~~from ~~are not limited to, weather, permits, customer requirements and political unrest~~using.

~~Our~~In ~~operations~~particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to ~~delays~~the ~~related~~FCPA toor ~~obtaining~~the ~~land~~UK ~~access~~Bribery ~~rights~~Act. Any ~~from~~such ~~third~~violations ~~parties~~could ~~which~~result ~~could~~in substantial civil and/or criminal penalties and might adversely affect our businesses, results of operations, or financial condition. In addition, our ability to continue to work in such foreign markets could be adversely affected if they were found to have violated certain U.S. laws, including the FCPA or the UK Bribery Act.

Our seismic data acquisition operations could be adversely affected by our inability to timely obtain access to both public and private land included within a seismic survey. We cannot begin surveys on property without obtaining permits from certain governmental entities as well as the permission of the parties who have rights to the land being surveyed. In recent years, it has become more difficult, costly and time-consuming to obtain access rights as drilling activities have expanded into more populated and protected areas. Additionally, while land owners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property and stall or refuse to grant these rights for various reasons. In our multi-client services business, we acquire data sets pertaining to large areas of land. Consequently, if we do not obtain land access rights from a specific land owner, we may not be able to provide a complete survey for that area. The failure to redact or remove the seismic information relating to mineral interests held by non-consenting third parties could result in claims against us for seismic trespass. In addition, governmental entities do not always grant permits within the time periods expected. Delays associated with obtaining such permits and significant omissions from a survey as a result of the failure to obtain consents could have a material adverse effect on our financial condition and results of operations.18

~~Our~~Table ~~results~~ of ~~operations could be adversely affected by asset impairments.~~Contents

WeFinancial ~~periodically~~conditions ~~review~~of our ~~portfolio~~customers ofcould ~~equipment~~have ~~and~~an ~~intangible~~adverse ~~assets,~~impact ~~including~~if our ~~multi-client~~customers ~~seismic data library, for impairment. If the future cash flows anticipated to be generated from these assets falls below net book value we may be required to write down their value. If we~~ are ~~forced~~unable to ~~write~~pay ~~down~~for the ~~value~~services ofprovided ~~our~~by ~~intangible assets or equipment, these non-cash asset impairments could negatively affect our results of operations in the period in which they are recorded~~us.

~~The~~Some ~~cyclical~~of ~~nature~~our ofcustomers are experiencing, or may experience in the future, severe financial problems that have had or may have a ~~prolonged~~significant ~~downturn~~impact inon their creditworthiness. Although we perform ongoing credit evaluations of our customers' financial conditions, we generally require no collateral from customers. One or more financially distressed customers could default on their obligations to us and may have a material adverse effect on our ~~industry~~business, ~~can~~financial ~~affect~~position, results of operations, and cash flows. Furthermore, the ~~carrying~~bankruptcy ~~value~~of one or more of our ~~long-lived~~customers, ~~assets~~or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed. In addition, such events might force such customers to reduce or curtail their future use of our products and ~~negatively~~services, ~~impact~~which could have a material adverse effect on our results of operations and financial condition.

WeOur ~~are~~seismic ~~required~~data toacquisition ~~annually~~services ~~assess~~revenues ~~whether~~are ~~the~~subject carrying value of long-lived assets has been impaired, or more frequently if an event occurs or circumstances change which could indicate the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to ~~future~~seasonal ~~net cash flows expected to be generated by the asset~~conditions. If management determines that the carrying value of our long-lived assets may not be recoverable, our results of operations could be impacted by non-cash impairment charges. As a result of our September 30, 2011, goodwill impairment analysis, we recorded goodwill impairment charges totaling $132.4 million for the year ended December 31, 2011, which are included in asset impairments in our consolidated statement of operations. At December 31, 2011, we had no goodwill.

17Our seismic data acquisition services are performed outdoors and are therefore subject to seasonality. Shorter winter days and adverse weather negatively impact our ability to provide services in certain regions. Additionally, while we plan for international operations to take place during favorable seasons, we have limited control over the actual timing of these operations due to the extensive planning, preparation, and permits required to perform a seismic survey in certain areas, which may cause operations to be delayed and result in additional costs.

~~Table~~Significant physical effects of ~~Contents~~climate change could damage our facilities, disrupt production activities, and cause us to incur significant costs to prepare for or respond to those effects.

~~There~~Climate ~~are~~change ~~inherent~~could ~~limitations~~have inan ~~all~~effect ~~control~~on ~~systems~~the severity of weather (including hurricanes and ~~failure~~floods), sea levels, the arability of ~~our~~farmland, ~~controls~~and water availability and ~~procedures~~quality. If such effects were to ~~detect~~occur, ~~error~~our seismic acquisition operations have the potential to be adversely affected. Potential adverse effects could include damages to facilities from powerful winds or ~~fraud~~rising waters in low-lying areas, disruption of production activities because of climate-related damages to facilities, increased costs of operation potentially arising from such climate effects, less efficient or non-routine operating practices necessitated by climate effects, or increased costs for insurance coverage in the aftermath of such effects. Significant physical effects of climate change could ~~seriously~~also ~~harm~~have an indirect effect on our ~~business~~financing and ~~results~~operations by disrupting the transportation or process-related services provided by midstream companies, service companies, or suppliers with whom we have a business relationship. We may not be able to recover through insurance some or any of ~~operations~~the damages, losses, or costs that may result from potential physical effects of climate change.

~~Our~~We ~~management,~~may including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be ~~relative~~unable to ~~their~~retain ~~costs. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues~~ and ~~instances~~attract ofmanagement ~~fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty~~ and ~~that~~skilled breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon the likelihood of future events, and ~~there~~technically ~~can~~knowledgeable ~~be no assurance that any design will succeed in achieving our intended goals under all potential future conditions~~employees. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with our policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur without detection.

WeOur ~~have~~future ~~identified~~success ~~material~~depends ~~weaknesses~~upon inretaining ~~our~~and ~~internal~~attracting ~~controls~~highly skilled employees. ~~Material~~ A ~~weaknesses~~number inof our ~~internal~~employees ~~controls~~possess many years of industry experience and are highly skilled, and an inability to retain such individuals could adversely affect our ability to ~~ensure~~compete ~~timely~~in the seismic data service industry. We historically have faced and ~~reliable~~expect ~~financial~~to ~~reports~~continue to face significant competition for such skilled personnel, particularly during periods of increased demand for seismic services. The Company's filing for Chapter 11 may create additional distractions and uncertainty for employees and impact our ability to ~~attest~~retain tokey ~~the~~employees ~~effectiveness~~and ofeffectively ~~our~~recruit ~~internal~~new ~~controls~~employees.

AWe ~~material~~rely weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on aproprietary ~~timely~~information, ~~basis. During~~proprietary ~~management’s~~software, ~~review~~trade ~~of our internal controls as of December 31~~secrets, ~~2011,~~and ~~control~~confidentiality ~~deficiencies~~and ~~that~~licensing ~~constituted~~agreements ~~a material weakness related~~ to ~~the~~conduct ~~following was identified:~~operations.

~~· Financial~~We ~~Close~~rely ~~Process: Controls~~on ~~over~~certain ~~our~~proprietary ~~financial~~information, ~~close~~proprietary ~~process~~software, ~~were~~trade ~~deficient~~secrets, inand ~~areas~~confidentiality ~~related~~and tolicensing ~~accrued~~agreements ~~liabilities,~~to ~~goodwill~~conduct ~~impairment and~~current ~~accounting~~operations. We ~~for~~are ~~multi-client~~continuously ~~seismic~~working ~~data~~to ~~library. These~~improve ~~deficiencies~~technology ~~resulted~~and ~~from~~operating ~~difficulties~~techniques, inthrough ~~accumulating~~internal ~~complete~~development activities and ~~accurate~~working ~~information~~with vendors to ~~estimate~~develop ~~certain liabilities,~~new ~~inadequate~~technologies ~~review~~to ofmaintain ~~work~~pace ~~performed~~with byindustry ~~third~~innovation. Our ~~parties~~future ~~and~~success ~~material~~will ~~post-closing~~be ~~adjustments~~partly ~~related~~dependent toon ~~accounting~~our ~~for~~ability ~~multi-client~~to ~~seismic~~maintain ~~data~~and ~~library~~extend ~~resulting~~their ~~from~~technology ~~difficulties~~base inand ~~remediating~~preserve ~~deficiencies~~intellectual inproperty ~~time~~without toinfringing ~~allow~~on ~~us to assess~~ the ~~effectiveness~~rights of ~~the~~any ~~controls as~~third ofparties. There ~~December~~can ~~31,~~be ~~2011~~no ~~due~~assurance tothat ~~the~~we ~~timing~~will be successful in ~~which~~protecting weour ~~formalized~~intellectual property or that our ~~controls~~competitors ~~and~~will ~~procedures~~not ~~related~~develop technologies that are substantially equivalent or superior to ~~this~~our ~~area~~technologies.

As of December 31, 2010, management identified material weaknesses in our entity level controls (control environment) and our corporate financial reporting process. Throughout 2011, management was actively engaged in the implementation of aggressive remediation efforts to address the material weaknesses, as well as other areas of risk. Key components of the comprehensive remediation program included the following:19

~~· Control~~Table ~~Environment. We hired experienced personnel in key positions in our control environment. These included a Chief Financial Officer (30 years~~ of experience), a Chief Accounting Officer (26 years of experience), a Chief Information Officer (31 years of experience), a Vice President of Finance and Treasurer (16 years of experience), a Vice President of Tax (16 years of experience), a Corporate Controller (20 years of experience), a Director of Internal Audit (40 years of experience) and a Corporate Tax Manager (28 years of experience). These personnel have extensive experience in the design, implementation and enforcement of an effective control environment.Contents

~~· Financial~~Our ~~Reporting~~operating ~~Process. We~~results ~~reorganized~~from ~~and~~seismic ~~began~~data toacquisition ~~upgrade~~services ~~the~~can ~~skill~~be ~~sets~~significantly ofimpacted ~~the~~from ~~global~~period ~~accounting~~to ~~team. Additionally,~~period wedue ~~implemented uniform global accounting policies and procedures and improved the transparency of our financial reporting process through enhancements~~ to ~~our~~a ~~financial~~change ~~reporting~~in ~~system. During~~ the ~~third~~timing ~~and fourth quarters~~ of ~~2011,~~a wefew ~~built~~large onjobs ~~the~~occurring ~~implementation~~at ofany ~~these~~one ~~policies and procedures, including improved month-end close processes and improved reporting requirements from our global accounting organization~~time. ~~Finally, we continued to make further improvements to our financial reporting system.~~

~~Management~~We ~~believes~~have ~~that~~ the ~~actions~~capacity ~~taken~~to ~~throughout~~field ~~2011~~up ~~and~~to ~~the~~22 ~~resulting~~seismic ~~improvement~~data acquisition crews, however, in ~~controls~~any ~~remedied~~given ~~the~~period, ~~material~~we ~~weakness~~could ~~associated~~have ~~with~~idle crews, which results result in a significant portion of our ~~control~~revenues, ~~environment~~cash ~~identified~~flows, asand earnings coming from a relatively small number of ~~December 31~~crews. Additionally, ~~2010~~due to location, service line, or particular job, some individual crews may achieve results that are a significant percentage of consolidated operating results. Should one or more of these crews experience significant changes in timing, our financial results are subject to significant variations from period to period. Factors that may result in these changes in timing include, but are not limited to, weather, permits, customer requirements, and political unrest.

WeOur operations are ~~committed~~subject to ~~continuing~~delays torelated ~~improve our internal control processes and will continue~~ to ~~diligently~~obtaining ~~and~~land ~~vigorously~~access ~~review~~rights ~~our~~from ~~financial~~third ~~reporting control and procedures. As we continue to evaluate and work to improve our internal control over financial reporting~~parties, wewhich may decide to take additional measures to address our control environment. However, we cannot be certain that the measures undertaken will be sufficient to address any deficiencies identified or ensure that our internal control over financial reporting is effective. If we are unable to provide reliable and timely internal and external financial reports, our business and prospects could ~~suffer~~affect ~~material~~results ~~adverse~~of ~~effects~~operations. ~~In addition, we may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting.~~

18Our seismic data acquisition operations could be adversely affected by our inability to timely obtain access to both public and private land included within a seismic survey. We cannot begin surveys on property without obtaining permits from certain governmental entities, as well as the permission of the parties who have rights to the land being surveyed. In recent years, it has become more difficult, costly, and time-consuming to obtain access rights because drilling activities have expanded into more populated and protected areas. Additionally, while land owners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property and stall or refuse to grant these rights for various reasons. In our multi-client services business, we acquire data sets pertaining to large areas of land. Consequently, if we do not obtain land access rights from a specific land owner, we may not be able to provide a complete survey for that area. The failure to redact or remove the seismic information relating to mineral interests held by non-consenting third parties could result in claims against us for seismic trespass. In addition, governmental entities do not always grant permits within the time periods expected. Delays associated with obtaining such permits and with significant omissions from a survey as a result of the failure to obtain consents could have a material adverse effect on our financial condition and results of operations.

~~Table~~Our results of ~~Contents~~operations could be adversely affected by asset impairment.

~~Climate~~We ~~change~~periodically ~~legislation~~review orour ~~regulations~~portfolio ~~could~~of ~~result~~equipment inand ~~increased~~intangible ~~operating~~assets, ~~costs~~including ~~and~~our ~~reduced~~multi-client ~~demand~~seismic data library, for impairment. If the ~~oil~~future ~~and~~cash ~~gas~~flows ~~our~~anticipated ~~clients~~to ~~intend~~be generated from these assets falls below net book value, we may be required to ~~produce~~write ~~and~~down sotheir ~~adversely~~value. If ~~affect~~we are forced to write down the ~~demand~~value of ~~our~~intangible ~~services~~assets or equipment, these non-cash asset impairments could negatively affect results of operations in the period in which they are recorded.

OnThe ~~December 15,~~cyclical ~~2009,~~nature ~~the EPA officially published its findings that emissions~~ of ~~carbon dioxide~~, ~~methane~~or ~~and~~a ~~other~~prolonged ~~GHGs~~downturn ~~present an endangerment to public health and the environment because emissions of such gases are~~in, ~~according to~~ the ~~EPA,~~seismic ~~contributing~~data toindustry ~~warming~~can ofaffect the ~~earth’s~~carrying ~~atmosphere~~value ~~and other climatic changes. These findings open the door for the EPA to adopt and implement regulations that would restrict emissions~~ of ~~GHGs under existing provisions of the federal Clean Air Act. On June 3, 2010, the EPA published its so~~long-~~called~~lived ~~GHG~~assets ~~tailoring rule that begins the phase in of federal prevention of significant deterioration (PSD) permit requirements, for new sources~~ and ~~modifications,~~negatively ~~and~~impact Title V operating permits, for all sources that have the potential to emit specific quantities of GHGs. On October 30, 2009, the EPA published a final rule requiring the reporting of GHG emissions from specified large GHG emission sources in the United States beginning in 2011 for emissions occurring in 2010. On November 30, 2010, the EPA published its amendments to the GHG reporting rule to include onshore and offshore oil and natural gas production facilities and onshore oil and natural gas processing, transmission, storage and distribution facilities, which may include facilities our ~~clients~~results ~~operate. Reporting~~ of ~~GHG emissions from such facilities will be required on an annual basis beginning in 2012 for emissions occurring in 2011~~operations.

~~Although~~We ~~the~~are ~~federal~~required ~~government~~to isannually ~~unlikely~~assess towhether ~~adopt~~the ~~legislation~~carrying tovalue ~~reduce~~of ~~emissions~~long-lived ofassets ~~GHGs,~~has abeen ~~number~~impaired, ofor ~~states~~more ~~have~~frequently ~~taken~~if ~~measures~~an toevent ~~reduce~~occurs ~~GHG~~or ~~emission~~circumstances ~~levels,~~change which ~~may~~could ~~include~~indicate the ~~development~~carrying amount of ~~GHG~~an ~~emission~~asset ~~inventories~~may ~~and/or~~not ~~cap~~be ~~and~~recoverable. Recoverability ~~trade~~is ~~programs. Most~~measured by a comparison of ~~these~~the ~~cap~~carrying ~~and~~amount ~~trade~~of ~~programs~~an ~~require~~asset ~~major~~to ~~sources~~future net cash flows expected to be generated by the asset. If management determines that the carrying value of ~~emissions~~long-lived orassets ~~major~~may ~~producers~~not be recoverable, our results of ~~fuels~~operations tocould ~~acquire~~be ~~and~~impacted ~~surrender~~by ~~emission~~non-cash ~~allowances~~impairment charges. ~~The~~ As ~~number~~a result of ~~allowances~~our ~~available~~September ~~for~~30, ~~purchase~~2011 isgoodwill ~~reduced~~impairment ~~each~~analysis, ~~year~~we inrecorded angoodwill ~~effort~~impairment tocharges ~~achieve~~totaling ~~the~~$132.4 ~~overall~~million ~~GHG~~for ~~emission~~the ~~reduction~~year ~~goal. These~~ended ~~allowances~~December ~~would~~31, be2011, ~~expected~~which toare ~~escalate~~included ~~significantly~~in asset impairments in ~~cost~~our ~~over~~consolidated ~~time~~statement of operations. At December 31, 2012, we had no goodwill.

~~The~~There ~~adoption~~are ~~and~~inherent ~~implementation~~limitations ofin ~~legislation~~all orcontrol ~~regulatory programs imposing reporting obligations on~~systems, orand ~~limiting~~failure ~~emissions~~ of ~~GHGs~~our ~~from,~~controls ~~our~~and ~~customers’~~procedures ~~equipment~~to ~~and~~detect ~~operations~~error or fraud could ~~curtail~~seriously ~~their~~harm ~~activities,~~our ~~including~~business ~~the~~and ~~services~~results weof ~~provide~~operations.

~~Significant~~We ~~physical~~do ~~effects~~not expect that our internal controls and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~climatic~~the ~~change~~control ~~have~~system are met. In addition, the ~~potential~~design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to ~~damage~~their ~~our~~costs. ~~facilities~~Because of the inherent limitations in all control systems, ~~disrupt~~no evaluation of our ~~production~~controls ~~activities~~can provide absolute assurance that all control issues and ~~cause~~instances usof tofraud, ~~incur~~if ~~significant~~any, ~~costs~~will be detected. These inherent limitations include the realities that judgments in ~~preparing~~decision ~~for~~making can be faulty and that breakdowns can occur because of simple error or ~~responding~~mistake. Further, tocontrols ~~those~~can ~~effects~~be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon the likelihood of future events, and there can be no assurance that any design will succeed in achieving its intended goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with our policies or

Climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland, and water availability and quality. If such effects were to occur, our seismic acquisition operations have the potential to be adversely affected. Potential adverse effects could include damages to our facilities from powerful winds or rising waters in low-lying areas, disruption of our production activities either because of climate-related damages to our facilities in our costs of operation potentially arising from such climatic effects, less efficient or non-routine operating practices necessitated by climate effects or increased costs for insurance coverage in the aftermath of such effects. Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation or process-related services provided by midstream companies, service companies or suppliers with whom we have a business relationship. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.20

~~Federal~~Table ~~legislation~~of ~~and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.~~Contents

~~Hydraulic~~procedures ~~fracturing~~may ~~is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations~~deteriorate. ~~The~~ Because ~~process involves the injection~~ of ~~water,~~inherent ~~sand~~limitations ~~and~~in chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas commissions but is not currently subject to regulation at the federal level. The EPA has commenced a ~~study~~cost-effective ofcontrol ~~the potential environmental impacts of hydraulic fracturing activities~~system, ~~with~~misstatements ~~results~~due ~~of the study anticipated~~ to beerror ~~available~~or byfraud ~~late~~may ~~2012,~~occur ~~and~~without ~~a committee of the U~~detection.S. House of Representatives is also conducting an investigation of hydraulic fracturing practices. Legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals

19We have identified material weaknesses in our internal controls. Such material weaknesses adversely affect our ability to ensure timely and reliable financial reports and to attest to the effectiveness of internal controls.

~~Table~~A material weakness is a deficiency, or a combination of ~~Contents~~deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

~~used~~We inassess the ~~fracturing~~effectiveness ~~process.~~of Inour ~~addition,~~internal ~~some~~control ~~states~~over ~~have~~financial ~~adopted~~reporting, and ~~other states are considering adopting, regulations that could restrict hydraulic fracturing~~ in ~~certain~~making ~~circumstances. For~~this ~~example~~assessment, inwe ~~December 2010,~~use ~~New~~the ~~York~~criteria ~~imposed~~set aforth deby ~~facto moratorium on~~ the ~~issuance~~Committee of ~~permits~~Sponsoring ~~for~~Organizations ~~high-volume, horizontal hydraulic fracturing until state-administered environmental studies are finalized. The New York Department~~ of ~~Environmental~~the ~~Conservation,~~Treadway orCommission ~~NYDEC, issued a Revised Supplemental Generic Environmental Impact Statement~~ in ~~September 2011,~~Internal ~~as well as proposed regulations for high~~Control-~~volume~~Integrated ~~hydraulic~~Framework ~~fracturing. NYDEC~~in ~~accepted~~accordance ~~public comment on both,~~ with the ~~comment~~standards ~~period ending January 11, 2012. The final environmental study and regulations are expected in late 2012. Further, Pennsylvania has adopted a variety~~ of ~~regulations limiting how and where fracturing can be performed. Effective February 5, 2011, Pennsylvania requires operators to disclose all additives used in hydraulic fracturing fluids and~~ the ~~names~~Public ~~and~~Company ~~concentrations~~Accounting ofOversight ~~chemicals~~Board ~~subject~~(United ~~to Occupational Safety and Health Administration, or OSHA, Hazard Communication requirements~~States).

~~On August 23, 2011, the EPA published in the Federal Register a proposed rule to establish new air emission controls for oil and natural gas production and natural gas processing operations.~~ The ~~new~~following ~~emission~~material ~~standards~~weakness ~~seek~~was topresent ~~reduce~~at ~~volatile~~December ~~organic compound~~31, or VOC, emissions, including a 95 percent reduction in VOCs emitted during the construction or modification of hydraulically-fractured wells. The EPA received public comment and conducted public hearings regarding the proposed rules and must take final action on them by April 3, 2012. In addition, on October 20, 2011, the EPA announced its intention to develop federal pre-treatment standards for wastewater discharges associated with hydraulic fracturing activities. If adopted, the new pretreatment rules will require coalbed methane and shale gas operations to pretreat wastewater before transferring it to treatment facilities. Proposed rules are expected in 2013 for coalbed methane and 2014 for shale gas.:

AFinancial ~~portion~~Close ofProcess: Controls over our ~~seismic~~financial ~~operations~~close ~~relate~~process towere ~~the~~deficient ~~development~~in ofareas ~~wells~~related ~~that will be subject~~ to ~~hydraulic~~accrued ~~fracturing. If~~liabilities ~~new~~and ~~laws~~accounting orfor ~~regulations~~multi-client ~~that~~seismic ~~significantly~~data ~~restrict~~library. ~~hydraulic~~These ~~fracturing~~deficiencies ~~are~~resulted ~~adopted,~~from ~~such legal requirements~~ the ~~demand for our services will be reduced.~~following:

~~Risks~~(a) ~~Related~~lack of the ability to ~~our~~accumulate ~~Indebtedness~~complete and accurate information to estimate certain liabilities,

We(b) ~~have~~lack ~~substantial working capital and other liquidity needs, including for payments~~ of ~~interest on our Whitebox Revolving Credit Facility and~~ the ~~Notes,~~ability ~~that we may be unable~~ to ~~satisfy. Any~~complete ~~strategies we may pursue to address~~ our ~~working~~evaluation, ~~capital~~testing and ~~other~~any ~~liquidity~~required ~~needs~~remediation ~~may~~in bea ~~unsuccessful~~timely orfashion ~~may not permit us~~ to ~~meet~~allow ~~scheduled debt service or other obligations, which could cause~~ us to ~~default~~assess onthe ~~our~~effectiveness ~~obligations~~of ~~and~~controls ~~further~~as ~~impair~~of ~~our~~December ~~liquidity~~31, 2012.

During ~~2011~~2012, we continued toexecuting ~~incur operating losses in our business units primarily due to delays in project commencements, low international asset utilization and~~ the ~~suspension~~remediation atprogram ~~the~~that ~~end~~began ofduring ~~the third quarter of one of our seismic contracts in Mexico due to a lift boat incident~~2011, which ~~has~~included ~~since~~assessing ~~resumed operations. These events have caused a reduction in our available liquidity and we may not have~~ the ~~ability~~adequacy ~~to generate sufficient cash flows from operations and, therefore, sufficient liquidity to meet our anticipated working capital, debt service and other liquidity needs. Since the fourth quarter~~ of ~~2011,~~processes ~~we have implemented certain strategic alternatives to address our liquidity issues~~ and ~~high~~procedures ~~debt~~underlying ~~levels. These efforts include, among others, a focus on cost reductions,~~ the ~~suspension~~specific ofareas ~~certain~~discussed ~~activities around the world where we had operating losses~~above, ~~the~~expanding ~~identification of additional assets for potential sale, centralization of certain processes to provide a higher level of control over costs~~ and astrengthening focus on bidding for services that do not require capital expenditures for additional equipment or the posting of performance or bid bonds. Restrictions under the indenture governing the Notes and the Whitebox Revolving Credit Facility may impair or limit our ~~ability~~controls tosurrounding ~~pursue certain strategies without~~ the ~~consent~~multi-client ~~of our lenders. Further~~process, ~~our~~and ~~ability~~strengthening totheir ~~raise cash through assets sales may be impacted by our ability to locate potential buyers in a timely fashion~~policies, ~~or at all~~procedures, and ~~obtain~~controls asurrounding ~~reasonable~~accrued ~~price,~~expenses and by any competing asset sale programs initiated by our competitors. It is also possible that any asset sales could be below our current book value for such assets, which could result in recorded losses that could be substantial. Given our significant liquidity constraints, even a small deviation from the assumptions used to ~~prepare~~ensure ~~the~~cooperation ~~forecasts~~and ~~for~~coordination ~~these~~with ~~strategic~~departments ~~alternatives~~outside ~~could impair our ability to meet our liquidity needs. We cannot assure you that any~~ of ~~these efforts will be successful or will result in cost reductions or additional cash flows or~~ the ~~timing~~accounting ~~of any such cost reductions or additional cash flows~~department.

We ~~engaged~~are acommitted ~~financial~~to ~~advisor~~continuing to ~~assist~~improve usour ininternal ~~evaluating~~control ~~capital~~processes ~~structure~~and ~~alternatives. We~~will ~~are~~continue ~~currently~~to ~~reviewing~~diligently ~~our alternatives,~~ and wevigorously ~~may~~review ~~adopt~~our ~~other~~financial ~~strategies~~reporting ~~that~~control ~~may~~and ~~include~~procedures. As ~~actions~~we ~~such~~continue asto aevaluate ~~refinancing~~and orwork ~~restructuring~~to ofimprove our ~~indebtedness~~internal orcontrol ~~capital~~over ~~structure,~~financial ~~reducing or delaying capital investments~~reporting, ~~delaying~~we ~~bids~~may ondecide ~~new sales or seeking~~ to ~~raise~~take additional ~~capital~~measures ~~through~~to ~~debt~~address orour ~~equity~~control ~~financing~~environment. ~~However~~ We, ~~our~~however, ~~current~~cannot ~~credit~~be ~~rating~~certain ~~limits~~that ~~our~~the ~~ability~~measures toundertaken ~~access~~will ~~the~~be ~~debt~~sufficient ~~capital~~to ~~markets. In~~address ~~addition,~~any ~~the~~deficiencies ~~recent~~identified ~~low~~or ~~trading~~ensure ~~price~~that of our ~~common~~internal ~~stock~~control ~~severely~~over ~~limits~~financial ~~our~~reporting ~~ability~~is toeffective. If ~~raise~~we ~~substantial~~are ~~capital~~unable into ~~the~~provide ~~equity~~reliable ~~capital~~and ~~markets. Our ability to~~ timely ~~raise~~internal ~~sufficient~~and ~~capital~~external ~~may~~financial ~~also~~reports, beour ~~limited~~business byand ~~NYSE~~prospects ~~AMEX~~could ~~stockholder~~suffer ~~approval~~material ~~requirements~~adverse ~~for~~effects. In ~~certain~~addition, ~~transactions~~we ~~involving~~may in the ~~issuance~~future ofidentify ~~our~~further ~~common~~material ~~stock~~weaknesses or ~~securities~~significant ~~convertible~~deficiencies ~~into~~in our ~~common~~internal ~~stock~~control over financial reporting.

WeThe ~~cannot~~current ~~assure~~weakening ~~you~~of ~~that~~U.S. ~~any~~economic ~~refinancing~~conditions orand ~~debt~~future ordownturns ~~equity restructuring would be possible~~ or ~~that~~changes ~~additional~~in ~~equity~~consumer orspending ~~debt financing~~ could beadversely ~~obtained~~affect ~~on acceptable terms, if at all. Furthermore, we cannot assure you that any of~~ our ~~strategies~~financial ~~will yield sufficient funds to meet our working capital or other liquidity needs, including for payments of interest~~ condition.

20The United States has experienced an economic downturn, and spending by consumers has dropped. If this downturn and decrease in spending continues, our business may be adversely affected. Specifically, demand for use of the seismic data may wane. A lack of demand could adversely affect our ability to realize the full economic benefits of our customer contracts or enter into other strategic relationships.

~~Table~~We ofmay ~~Contents~~be negatively affected by industry consolidation.

~~and~~Consolidation ~~principal~~in onthe ~~our~~energy ~~debt~~industry incould ~~the~~adversely ~~future,~~affect ~~and~~us ~~any~~by ~~such~~increasing ~~alternative~~the ~~measures~~scale ~~may~~or bescope ~~unsuccessful~~of our competitors, or ~~may~~by ~~not~~creating ~~permit~~a uscompetitor that is capable of providing services similar to ~~meet~~those ~~scheduled~~we ~~debt~~intend ~~service~~to ~~obligations~~offer, ~~which~~thereby ~~could~~making ~~cause~~it more difficult for us to ~~default~~compete. onIndustry ~~our~~consolidation ~~obligations~~also ~~and~~may ~~could~~impede ~~further~~our ~~materially~~ability ~~and~~to ~~adversely~~identify ~~affect~~acquisition, ~~our~~joint ~~liquidity~~venture, or ~~financial~~other ~~position~~strategic opportunities.

~~Our~~A ~~substantial~~decrease ~~debt~~in ~~could~~levels ~~adversely~~of ~~affect~~exploration ~~our~~and ~~financial~~development ~~health~~activity in the oil and ~~adversely~~natural ~~affect~~gas industry may have an adverse effect on our business, liquidity, and results of operations.

WeOur ~~have~~businesses aare ~~significant~~substantially ~~amount~~dependent ofupon ~~debt~~the ~~and~~condition ~~may~~of ~~incur~~the ~~substantial~~oil ~~additional~~and ~~debt~~natural ~~(including~~gas ~~secured~~industry ~~debt)~~and, in ~~the future. As of December 31~~particular, ~~2011,~~the wewillingness ~~had total indebtedness~~ of ~~$354.7 million,~~oil ~~net~~and ofgas ~~discount~~companies ~~(excluding~~to ~~mandatorily~~make ~~redeemable~~capital ~~preferred~~expenditures ~~stock~~for ofexploration, ~~$53.2 million~~development, ~~net~~and ofproduction ~~discount)~~operations. We The ~~cannot~~level ~~assure~~of ~~you~~capital ~~that~~expenditures wegenerally ~~will~~depends beon ~~able~~the toprevailing ~~generate~~views ~~sufficient~~of ~~cash~~future tooil ~~service~~and ~~our~~natural ~~debt~~gas orprices, ~~sufficient~~which ~~earnings~~are toinfluenced ~~cover~~by ~~fixed~~numerous ~~charges~~factors, inincluding, ~~future~~but ~~years. If~~not ~~new~~limited ~~debt is added~~ to ~~our current debt levels~~, the ~~related risks for us could intensify.~~following:

~~Our substantial debt could have important consequences. In particular, it could:~~21

~~· increase~~Table ~~our~~of ~~vulnerability to general adverse economic and industry conditions;~~Contents

~~· require~~• uschanges toin ~~dedicate~~United aStates ~~substantial~~and ~~portion~~international ofeconomic ~~our~~conditions, ~~cash~~including ~~flow~~the ~~from~~length ~~operations~~and toseverity ~~payments~~of onthe ~~our~~recent ~~indebtedness,~~recession ~~thereby~~and ~~reducing~~ the ~~availability~~effect of ~~our~~such ~~cash~~recession ~~flow~~on toeconomic ~~fund capital expenditures and other general corporate purposes~~activity;

~~· limit~~• ~~our~~the ~~flexibility~~demand ~~in planning~~ for, oroil ~~reacting to, changes in our businesses~~ and ~~the~~natural ~~industries in which we operate~~gas;

~~· place~~• usworldwide atpolitical aconditions, ~~competitive~~particularly ~~disadvantage~~in ~~compared~~significant tooil-producing ~~our~~regions, ~~competitors~~such ~~that~~as ~~have~~the ~~less~~Middle ~~debt;~~East, West Africa, and Latin America;

~~· limit,~~• ~~along with~~ the ~~financial~~actions ~~and~~taken ~~other~~by ~~restrictive~~the ~~covenants~~Organization of ~~our~~Petroleum ~~indebtedness,~~Exporting ~~among~~Countries ~~other things, our ability to borrow additional funds.~~(OPEC);

~~Our~~• ~~debt~~the ~~agreements~~availability ~~contain~~and ~~restrictive~~discovery ~~covenants~~rate ~~that~~of ~~may~~new ~~limit~~oil ~~our~~and ~~ability~~natural togas ~~respond to changes in market conditions or pursue business opportunities.~~reserves;

~~Our~~• ~~debt~~the ~~agreements~~rate ~~contain~~of ~~restrictive~~decline ~~covenants~~of ~~that~~existing ~~limit~~and ~~our~~new ~~ability~~oil ~~to,~~and ~~among~~gas ~~other things:~~reserves;

~~· incur~~• orthe ~~guarantee~~cost ~~additional~~of ~~debt~~exploration for, and production and transportation of, oil and natural gas;

~~· pay~~• ~~dividends~~the ability of oil and gas companies to generate funds or otherwise obtain external capital for exploration, development, construction, and production operations;

~~· repay~~• ~~subordinated~~the ~~debt~~sale ~~prior~~and toexpiration ~~its~~dates ~~maturity~~of leases in the United States and overseas;

~~· grant~~• ~~additional~~technological ~~liens~~advances onaffecting ~~our~~energy ~~assets~~exploration, production, transportation, and consumption;

~~· enter~~• ~~into~~weather ~~transactions with our affiliates~~conditions;

~~· repurchase~~• ~~stock~~environmental or other government regulations, both domestic and foreign;

~~· make~~• ~~certain~~domestic ~~investments~~and orforeign ~~acquisitions~~tax ~~of substantially all or a portion of another entity’s business assets~~policies; and

~~· merge~~• ~~with~~the ~~another~~pace ~~entity~~adopted orby ~~dispose~~foreign governments for the exploration, development, and production of ~~our~~their ~~assets~~oil and gas reserves.

~~In addition~~Historically, ~~one~~demand offor our ~~debt~~services ~~agreements~~has ~~requires~~been ussensitive to ~~maintain~~the ~~certain~~level ~~financial~~of ~~covenants~~exploration atspending ~~one~~by ofoil ~~our~~and ~~international~~gas ~~subsidiaries~~companies. ~~The~~ ~~requirement~~A ~~that~~sustained weperiod ~~comply~~of ~~with~~low ~~these~~drilling ~~provisions~~and ~~may~~production ~~have~~activity, alow ~~materially~~commodity ~~adverse~~prices ~~effect~~or onreductions ~~our~~in ~~ability~~industry tobudgets ~~react~~could toreduce ~~changes~~demand infor ~~market~~our ~~conditions,~~services ~~take~~and ~~advantage~~would oflikely ~~business~~have ~~opportunities~~a wematerial ~~believe~~adverse toeffect beon ~~desirable~~our businesses, ~~obtain~~financial ~~future financing~~condition, ~~fund~~and ~~needed~~results ~~capital~~of ~~expenditures or withstand a continuing or future downturn in our business~~operations.

21We operate under hazardous conditions that subject us and our employees to risk of damage to property or personal injury, and limitations on insurance coverage may expose us to significant liability costs.

~~Table~~Our activities are often conducted in dangerous environments with hazardous conditions, including operation of ~~Contents~~heavy equipment, detonation of explosives, and operations in remote areas of developing countries. Operating in such environments and under such conditions carries with it inherent risks, such as loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by an adverse operating environment. These risks could cause us to experience equipment losses, injuries to their personnel, and interruptions in our businesses.

IfAlthough we ~~are~~maintain ~~unable~~what towe ~~comply~~believe ~~with~~is ~~the~~prudent ~~restrictions~~insurance ~~and~~protection, ~~covenants~~our ininsurance ~~our~~contains ~~debt~~certain ~~agreements~~coverage exclusions and policy limits, ~~there~~and ~~could~~we becannot aguarantee ~~default~~or ~~under~~warrant that the ~~terms~~insurance ofwill ~~such~~be ~~agreements~~sufficient or adequate to cover all losses or liabilities or that insurance will continue to be available to us or available on acceptable terms. Further, ~~which~~we ~~could~~may ~~result~~experience difficulties in ancollecting ~~acceleration~~from insurers because such insurers may deny all or a portion of ~~repayment~~claims for insurance coverage. ~~Failure~~ A tosuccessful ~~maintain~~claim ~~existing~~for which we are not fully insured, or towhich ~~secure~~is ~~new~~excluded ~~financing~~from coverage or exceeds the policy limits of applicable insurance could have a material adverse effect on our ~~liquidity~~financial ~~and~~condition. Moreover, ~~financial~~we ~~position~~do not carry business interruption insurance with respect to our operations.

If we are unable to comply with the restrictions and covenants in our debt agreements, there could be a default under the terms of these agreements. In the event of a default under these agreements, lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our debt agreements or obtain needed waivers on satisfactory terms or without incurring substantial costs. Failure to maintain existing or secure new financing could have a material adverse effect on our liquidity and financial position.22

~~Risks~~Table ~~Related~~of ~~to our Common and Preferred Stock~~Contents

~~Our~~We ~~stock~~are ~~price~~dependent ~~may~~on bea ~~volatile~~few ~~and~~customers ~~may~~operating ~~decrease~~ in ~~response~~a tosingle ~~various factors~~industry, ~~which~~and ~~could~~the ~~adversely~~loss ~~affect~~of ~~our~~one ~~business~~or ~~and~~more ~~cause~~customers ~~our~~could ~~stockholders~~adversely toaffect ~~suffer~~our ~~significant~~financial ~~losses~~condition.

~~Although~~Our wecustomers are ~~listed~~engaged onin the oil and natural gas drilling business throughout the world. Historically, we have been dependent upon a ~~national~~few ~~exchange~~customers for a significant portion of revenue. For the years ended December 31, 2012, 2011 and 2010, our ~~common~~top ~~stock~~ten iscustomers ~~relatively~~collectively ~~illiquid~~represented approximately 69%, 54% and ~~its~~50% ~~price~~of ~~has~~total ~~been~~revenues, respectively. Our three largest customers in 2012, 2011 and ~~may~~2010 ~~continue~~accounted tofor beapproximately ~~volatile~~45%, in29% ~~the~~and ~~future. The~~25% ~~market~~of ~~price~~total revenues, respectively. This concentration of customers may increase our ~~common~~overall ~~stock~~exposure ~~may~~to credit risk, and customers will likely be ~~influenced~~similarly affected by ~~many~~changes ~~factors,~~in ~~many~~economic and industry conditions. If any of ~~which~~these ~~are~~significant ~~beyond~~clients were to terminate their contracts or fail to contract for our ~~control,~~services ~~including~~in the ~~risks~~future ~~described~~because inthey ~~this~~are ~~“Risk~~acquired, ~~Factors”~~alter ~~section~~their ~~and~~exploration ~~the~~or ~~following:~~development strategy, or for any other reason, our financial results could be adversely affected.

~~· decreases~~We inexpect ~~prices~~to ~~for~~continue ~~oil~~to invest in acquiring and ~~natural~~processing ~~gas~~seismic ~~resulting~~data infor ~~decreased~~multi-client ~~demand~~surveys and for our ~~services;~~seismic data library without knowing how much of this seismic data we will be able to sell or when and at what price we will be able to sell such data.

~~· variations~~Multi-client insurveys ~~our~~and ~~operating~~the ~~results~~resulting seismic data library are an increasingly important part of our businesses and ~~failure~~our tofuture ~~meet~~investments. We ~~expectations~~invest significant amounts of ~~investors~~money in acquiring and ~~analysts;~~processing seismic data that we own. By making such investments, we are exposed to the following risks:

~~· the~~• ~~public’s~~We ~~reaction~~may tonot fully recover our ~~press~~costs ~~releases~~of acquiring, ~~other~~processing, ~~public~~and ~~announcements~~interpreting seismic data through future sales. The amounts of data sales are uncertain and ~~filings~~depend ~~with~~on ~~the~~a ~~SEC;~~variety of factors, many of which are beyond our control.

~~· increases~~• The timing of seismic data sales is unpredictable and can vary greatly from period to period. The costs of each survey are capitalized and then amortized over the expected useful life of the data. This amortization will affect our earnings and, when combined with the sporadic nature of sales, will result in ~~interest~~increased ~~rates;~~earnings volatility.

· • Regulatory changes that affect the ~~loss~~ability of ~~customers;~~oil and gas companies to drill, either generally or in a specific location where we have acquired seismic data, could materially adversely affect the value of the seismic data contained in our library. Technology changes could also make existing data sets obsolete. Additionally, each individual survey has a limited book life based on its location and interest of oil and gas companies to explore in prospecting for reserves in such location, so a particular survey may be subject to a significant decline in value beyond our initial estimates.

~~· competition;~~• The value of our multi-client seismic data library could be significantly adversely affected if any material adverse change occurs in the general prospects for oil and gas exploration, development, and production activities.

~~· overcapacity~~• ~~within~~The ~~industry;~~cost estimates upon which we base pre-commitments of funding could be wrong. The result could be losses that have a material adverse effect on our financial condition and results of operations. These pre-commitments of funding are subject to the creditworthiness of our clients. In the event that a client refuses or is unable to pay its commitment, we could lose a material amount of money.

~~· illiquidity~~Any ofreduction in the market ~~for~~value ~~our~~of ~~common~~such ~~stock;~~data will require us to write down the recorded value of such data, which could have a material adverse effect on results of operations.

~~· sales~~Certain tax implications of ~~common~~our ~~stock~~bankruptcy byand ~~existing~~reorganization ~~stockholders;~~may ~~and~~increase the tax liability of the reorganized Company.

~~· other~~Certain ~~developments~~tax ~~affecting~~implications usof orour bankruptcy and reorganization may increase the ~~financial~~tax ~~markets~~liability of the reorganized Company. At December 31, 2012, we had U.S. tax loss carryforwards of approximately $300.0 million which expire in various amounts beginning in 2012 and ending in 2031. The utilization of our U.S. loss carryforwards may be limited under Internal Revenue Service Code Section 382 as a result of the bankruptcy and will be reduced by the cancellation of debt income recognized upon discharge of any outstanding indebtedness under Section 108 of the Internal Revenue Code of 1986 (the “Tax Code”).

We are unable to predict the extent to which investor interest in us will affect the liquidity of our shares of common stock. If liquidity remains low, stockholders may have difficulty selling our common stock.23

~~The~~Table ~~dividend and liquidation rights~~ of the holders of our preferred stock and anti-dilution provisions of our preferred stock and warrants may adversely affect the rights of the holders of our common stock. Because we are seeking to preserve cash to meet our liquidity needs, we anticipate that we will continue to accrue or pay in kind dividends on our preferred stock and in the event we were to issue additional equity to meet our liquidity needs such issuance may trigger the anti-dilution provisions of our preferred stock and outstanding warrants which would further dilute the interests of our common stockholders.Contents

Our ~~outstanding~~businesses ~~shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock~~ are ~~entitled~~subject to ~~cumulative~~a ~~dividends~~high ofdegree ~~9.75%, 11.75% and 11.50% (10.50% if timely paid in cash), respectively, per annum, compounded quarterly,~~ of ~~the~~government ~~original issue price of $250~~regulation. We may pay quarterly dividends on the Series B Preferred Stock in cash or in kind, at our election, until December 16, 2015 (after which dividends are required to be paid in cash), and dividends on the Series C Preferred Stock and Series D Preferred Stock accumulate unless paid quarterly in cash (which cash

22The energy industry is highly regulated by governmental entities and regulatory authorities. Failure to obtain or maintain necessary governmental authorizations would impair the Company' ability to continue to operate and would have a material adverse effect on our financial condition.

~~Table~~We ofmay ~~Contents~~face unforeseen regulations with which compliance is difficult, costly, or impossible.

~~payments are required after December 16, 2015 with respect to the Series C Preferred Stock).~~ The ~~Series B~~provision ~~Preferred Stock is convertible into a number~~ of ~~shares~~seismic ofdata ~~common~~services ~~stock~~is ~~determined~~highly ~~by dividing the then-current conversion price into the $250 per share liquidation preference plus any accrued and unpaid dividends, and votes on an as-converted basis with our common stockholders~~regulated. In ~~past~~As ~~quarters~~providers weof ~~have~~seismic ~~either~~data ~~accrued~~services ~~dividends on our preferred stock or,~~ in the ~~case~~United ~~of the Series B Preferred Stock~~States, ~~elected to pay the dividend in kind. As~~ we ~~either accrue dividends or pay dividends on the Series B Preferred Stock in kind, the outstanding shares of our Series B Preferred Stock~~ will ~~continue~~be subject to ~~dilute~~ the ~~ownership~~laws ~~interest~~and ofregulations ~~our common stockholders as (i) the number~~ of ~~outstanding shares of Series B Preferred Stock increases, if~~ the ~~dividend~~United ~~is paid in kind, or (ii) the number of shares of common stock into which the Series B Preferred Stock is convertible increases, if the dividend is accrued but not paid~~States. ~~Furthermore,~~ Violations ~~accrual~~ of dividends on our preferred stock or the payment of in kind dividends of our Series B Preferred Stock increases the aggregate liquidation preference of our preferred stock, which must be paid first before our common stockholders are entitled to receive any amounts in a liquidation or similar eventU. ~~As of December 31, 2011, the total amount of this liquidation preference was approximately $87~~S.9 ~~million. Because~~laws weor ~~are~~regulations ~~seeking~~may toresult ~~preserve cash to meet our liquidity needs, we anticipate that we will continue to accrue or pay~~ in ~~kind~~various ~~dividends on our preferred stock~~sanctions, ~~which~~including ~~will further dilute the interests of our common stockholders. In addition~~fines, ~~our~~loss Notes and the Whitebox Revolving Credit Facility generally restrict our ability to pay cash dividends on our preferred stock, subject to limited exceptions. Our outstanding preferred stock and warrants also contain certain anti-dilution provisions which are triggered when we issue equity for consideration which is below certain specified thresholds. As a result and given the depressed market value of ~~our common stock~~authorizations, ~~in the event we were to issue additional equity to meet our liquidity needs, it is likely that such issuance would trigger the anti-dilution provisions of our preferred stock~~ and ~~warrants, which would result in~~ the ~~preferred~~denial ~~stock and warrants becoming convertible into more shares~~ of ~~common~~applications ~~stock,~~for ~~thereby~~new ~~potentially further diluting our common stockholders~~authorizations.

~~Our~~From ~~stock~~time ~~price~~to time, U.S. governmental entities may ~~decline~~impose ~~when~~new or modified conditions on our ~~financial~~authorizations, ~~results~~which ~~decline~~could oradversely ~~when~~affect ~~events~~our ~~occur~~ability ~~that~~to generate revenues and implement our business plan. For example, we are ~~adverse~~currently required to uspay orcertain ~~our~~fees, ~~industry~~and it is possible that we may be subject to increased fees in the future.

~~You~~We ~~can~~are ~~expect~~subject ~~the market price of our common stock~~ to ~~decline~~compliance ~~when~~with ~~our~~stringent ~~financial~~environmental ~~results~~laws ~~decline or otherwise fail to meet the expectations of the financial community or the investing public or at any other time when events actually or potentially adverse to us or the oil~~ and ~~natural~~regulations ~~gas~~that ~~industry occur. Our common stock price~~ may ~~decline~~expose tous ~~a price below the price you paid~~ to ~~purchase~~significant ~~your~~costs ~~shares~~and ~~of common stock~~liabilities.

WeOur dooperations ~~not~~are ~~expect~~subject to ~~pay~~stringent ~~dividends~~federal, onprovincial, ~~our~~state, ~~common~~and ~~stock~~local environmental laws and ~~investors~~regulations ~~will~~in bethe ~~able~~United States and foreign jurisdictions relating to ~~receive~~environmental ~~cash~~protection. These inlaws ~~respect~~and ofregulations ~~the~~may ~~shares~~impose ofnumerous ~~common~~obligations ~~stock~~that ~~only~~are ~~upon~~applicable ~~the~~to ~~sale~~our ofoperations, including the ~~shares.~~following:

We• ~~have never paid cash dividends on our common stock. We have no intention in~~ the ~~foreseeable~~acquisition ~~future~~of topermits ~~pay~~before ~~any~~commencing ~~cash~~regulated ~~dividends~~activities; ~~on our common stock~~ and our senior secured credit facility and the indenture that governs our senior secured notes restricts our ability to pay dividends on our common stock. Therefore, an investor in our common stock will obtain an economic benefit from holding our common stock only after an increase in its trading price and only by selling the common stock.

~~Holders~~• ~~of our preferred stock vote as a class with our common stock and have~~ the ~~ability~~limitation toor ~~cast~~prohibition ~~approximately 35%~~ of ~~the~~seismic ~~votes~~activities onin ~~matters~~environmentally ~~submitted~~sensitive toor aprotected ~~vote~~areas ofsuch ~~our~~as ~~stockholders,~~wetlands ~~and~~or sowilderness ~~will have significant influence on matters submitted to a vote of our stockholders~~areas. Holders of our preferred stock also have the right to consent to certain corporate actions, which will prevent us from undertaking those actions without the consent of the holders of our preferred stock.

~~Approximately~~Numerous ~~91%~~governmental ofauthorities, ~~our~~such ~~outstanding~~as ~~convertible~~the EPA ~~preferred~~and ~~stock~~analogous isstate ~~held~~agencies byin ~~Avista~~the ~~and~~United ~~its~~States ~~affiliates,~~ and ~~Avista~~governmental ~~owns~~bodies anwith ~~additional~~control ~~2,863,954 shares~~over ofenvironmental ~~our~~matters ~~common~~in ~~stock~~foreign ~~at December 31~~jurisdictions, ~~2011. The~~have ~~preferred~~the ~~stock~~power ~~votes~~to asenforce acompliance ~~class~~ with ~~our~~these ~~common~~laws ~~stock~~and onregulations anand asany ~~converted~~permits ~~basis,~~issued ~~and~~under ~~represents~~them, ~~approximately~~often ~~35%~~times ofrequiring ~~the~~difficult ~~outstanding~~and ~~voting~~costly ~~power of Geokinetics~~actions. In Failure ~~addition,~~to ~~the~~comply ~~terms~~with ofthese ~~the~~laws, ~~preferred~~regulations, ~~stock~~and ~~provide~~permits ~~that~~may ~~while~~result ~~the~~in ~~preferred stock is outstanding,~~ the ~~holders~~assessment of ~~preferred~~administrative, ~~stock~~civil, ~~voting~~and ~~together~~criminal aspenalties; athe ~~class~~imposition ~~are entitled to elect one director~~ of ~~Geokinetics. Accordingly,~~remedial ~~Avista~~obligations; and the ~~holders~~issuance of ~~our~~injunctions ~~preferred~~limiting ~~stock~~or ~~are~~preventing ~~able~~some toor ~~substantially~~all ~~influence matters submitted to a vote~~ of our ~~stockholders, including the election of directors~~operations. ~~Currently, two members of our Board of Directors are affiliates of Avista.~~

InThere ~~addition~~is inherent risk of incurring significant environmental costs and liabilities in our operations due to its controlled storage, ~~the~~use, ~~holders~~and disposal of aexplosives. Although ~~majority~~we believe that our safety procedures for handling and disposing of explosives comply with the ~~outstanding~~standards ~~shares~~prescribed by applicable laws and regulations, the risk of ~~preferred~~accidental ~~stock~~injury ~~are~~from ~~required~~these tomaterials ~~approve~~cannot ~~each~~be completely eliminated. In the event of an accident, we could be held liable for any damages that result or could be penalized with fines, and any liability could exceed the ~~following~~limits ~~transactions:~~of or fall outside of our insurance coverage.

~~· any~~Climate ~~amendment~~change tolegislation ~~our~~or ~~certificate~~regulations ofcould ~~incorporation~~result orin ~~by-laws;~~increased operating costs and adversely affect the demand for our services.

~~· any~~On ~~payment~~December 15, 2009, the EPA published its findings that emissions of aGHGs ~~dividend~~present an endangerment to ~~holders~~public health and the environment because emissions of ~~our~~such ~~common~~gases ~~stock~~are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. These findings opened the door for the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act. On October 30, 2009, the EPA published a final rule requiring the reporting of GHG emissions from specified large GHG emission sources in the United States beginning in 2011 for emissions occurring in 2010. On June 3, 2010, the EPA published its so-called GHG “tailoring rule,” which begins the phase-in of federal PSD permit requirements, for newly constructed or ~~any~~modified ~~repurchase~~major sources, and Title V operating permits, for all sources that have the potential to emit specific quantities of ~~our~~GHGs. The ~~common~~tailoring ~~stock;~~rule became effective in January 2011, although it remains the subject of several pending lawsuits filed by industry groups. In July 2011, the program began applying PSD permitting requirements to new sources with GHG emissions of at least 100,000 tons per year, and in subsequent phases the rule will require permits for a broader range of sources. On November 30, 2010, the EPA published amendments to the GHG reporting rule, expanding the rule to include onshore and offshore oil and natural gas production facilities and onshore oil and natural gas processing, transmission, storage, and distribution facilities, which may include facilities operated by the Company' clients. Reporting of GHG emissions from such facilities is required on an annual basis beginning in 2012.

2324

Table of Contents

~~· any~~Although ~~sale~~the federal government is unlikely to adopt legislation to reduce emissions of ~~all~~GHGs, ora ~~substantially~~number ~~all~~of states have taken measures to reduce GHG emission levels, which may include the development of ~~our~~GHG ~~assets~~emission inventories and ~~the~~cap ~~assets~~and trade programs. Most of ~~our~~these ~~subsidiaries,~~cap orand ~~any~~trade ~~merger~~programs orrequire ~~consolidation~~major ~~with~~sources ~~another~~of ~~entity~~emissions ifor ~~our~~major ~~stockholders~~producers ~~immediately~~of ~~prior~~fuels to ~~the~~acquire ~~merger~~and ~~own~~surrender ~~less~~emission ~~than~~allowances. The ~~50%~~number of ~~the~~allowances ~~entity~~available ~~resulting~~for ~~from~~purchase is reduced each year in an effort to achieve the ~~merger;~~overall GHG emission reduction goal. These allowances would be expected to escalate significantly in cost over time.

~~· any~~The ~~reclassification~~adoption and implementation of legislation or ~~reorganization~~regulatory programs imposing reporting obligations on, or limiting emissions of GHGs from, our ~~common~~customers' ~~stock;~~equipment and operations could curtail their activities, including the services provided by us.

~~· the~~Federal ~~issuance~~legislation ofand ~~any~~state ~~securities~~legislative onand ~~parity~~regulatory ~~with~~initiatives orrelating ~~having~~to ~~preference~~hydraulic tofracturing ~~the~~could ~~preferred~~result ~~stock;~~in increased costs and additional operating restrictions or delays.

~~· certain~~Hydraulic ~~transaction~~fracturing is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations. The process involves the injection of water, sand, and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas commissions, but is not currently subject to regulation at the federal level. The EPA has commenced a study of the potential environmental impacts of hydraulic fracturing activities, with ~~our~~results ~~management~~of the study anticipated to be available by 2014, ~~related~~and ~~parties~~legislation orhas ~~affiliates~~been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. In addition, ~~unless~~some ~~unaffiliated~~states ~~members~~have adopted, and other states are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances. For example, in December 2010, New York imposed a de facto moratorium on the issuance of ~~our~~permits ~~Board~~for high-volume, horizontal hydraulic fracturing until state-administered environmental studies are finalized. The NYDEC issued a Revised Supplemental Generic Environmental Impact Statement in September 2011, as well as proposed regulations for high-volume hydraulic fracturing. NYDEC accepted public comment on both, with the comment period for the regulations that ended January 11, 2013. The final regulations are expected in 2013. Further, Pennsylvania has adopted a variety of ~~Directors~~regulations ~~approve~~limiting how and where fracturing can be performed. Effective February 5, 2011, Pennsylvania requires operators to disclose all additives used in hydraulic fracturing fluids and the ~~transaction;~~names orand concentrations of chemicals subject to Occupational Safety and Health Administration Hazard Communication requirements.

~~· any~~On ~~increase~~April or17, ~~decrease~~2012, the EPA published in the Federal Register a proposed rule establishing new air emission controls for oil and natural gas production and natural gas processing operations. The final rule became effective October 15, 2012; however, a number of ~~directors~~the requirements did not take immediate effect. The final rule established a phase-in period to allow for the manufacture and distribution of required emissions reduction technology. The rule requires owners and operators to either flare volatile organic compound (VOC) emissions or use emissions reduction technologies (or “green completions”) that allow the emissions to be recaptured and treated. On or after January 1, 2015, all newly fractured wells will be required to use green completions. Certain compressors, dehydrators, and other equipment must also comply with the final rule immediately or within up to three years and 30 days after publication of the final rule, depending on ~~our~~the ~~Board~~construction date and nature of ~~Directors~~the unit. In addition, on October 20, 2011, the EPA announced its intention to develop federal pre-treatment standards for wastewater discharges associated with hydraulic fracturing activities. If adopted, the new pre-treatment rules will require coalbed methane and shale gas operations to pretreat wastewater before transferring it to treatment facilities. Proposed rules are expected in 2013 for coalbed methane and 2014 for shale gas.

~~The~~A ~~holders~~portion of our ~~Series~~seismic Boperations ~~Preferred~~relate ~~Stock~~to ~~have~~ the ~~preemptive~~development ~~right~~of wells that will be subject to ~~acquire~~hydraulic ~~shares~~fracturing. If ofnew ~~our~~laws ~~common~~or ~~stock~~regulations that wesignificantly ~~may~~restrict ~~offer~~hydraulic ~~for~~fracturing ~~cash~~are inadopted, the ~~future,~~demand ~~other~~for ~~than~~our ~~shares~~services ~~sold~~could inbe ~~a public offering~~reduced.


Item 1B.	Unresolved Staff Comments

None.


Item 2.	Properties

We ~~own or~~ lease administrative offices, operations centers, data processing centers, and warehouses throughout the world. No significant lease is scheduled to terminate in the near future, and we believe comparable space is readily obtainable should any lease expire without renewal. We believe our properties are generally well maintained and adequate for their intended use. As of December 31, ~~2011~~2012, we leased properties worldwide totaling approximately 4.5~~,522,000~~ million square feet. Of this total, ~~338,000~~approximately 0.3 million square feet were located in North America and ~~5,184,000~~approximately 4.2 million square feet were located internationally.

~~At December 31, 2011, our owned or leased facilities were as follows:~~25

~~· Located~~Table inof ~~Houston, Texas in the United States, in Old Woking, Surrey in the United Kingdom and in Calgary in Canada for seismic data processing.~~Contents

~~· Located~~During inthe ~~Houston~~twelve ~~and~~months ~~Stafford,~~ended ~~Texas;~~December ~~in Canonsburg~~31, ~~Pennsylvania; in Anchorage~~2012, ~~Alaska;~~our ~~and~~leased infacilities ~~Calgary,~~were ~~Canada~~as ~~for North America seismic data acquisition.~~follows:

~~· Our~~• ~~multi-client~~Located ~~seismic~~in ~~data~~Houston, ~~acquisition~~Texas ~~business~~in ~~also~~the ~~uses~~United ~~the~~States, ~~facility~~in Old Woking, Surrey in ~~Canonsburg~~the United Kingdom, ~~Pennsylvania~~and in Calgary in Canada for seismic data processing.

· • Located in ~~Rio~~Houston ~~de Janeiro, Brazil; Santa Cruz, Bolivia; Bogota, Colombia; Poza Rica, Miguel Hidalgo, Mexico City~~ and ~~General Bravo~~Stafford, ~~Mexico~~Texas; ~~Lima,~~in ~~Peru; Paramaribo~~Canonsburg, ~~Suriname~~Pennsylvania; ~~Brisbane,~~in ~~Australia; Singapore; Cairo~~Anchorage, ~~Egypt~~Alaska; ~~Alger, Algeria; Luanda, Soyo,~~ and ~~Viana,~~in ~~Angola; Tripoli~~Calgary, ~~Libya;~~Canada ~~Glasgow, Scotland; Tunis, Tunisia; and Dubai, United Arab Emirates,~~ for ~~international~~North America seismic data acquisition. ~~We also own three warehouse facilities in Yopal and Bogota, Colombia totaling approximately 78,000 square feet.~~

~~Item~~• 3.The ~~Legal~~Company's ~~Proceedings~~multi-client seismic data acquisition business also uses the facility in Canonsburg, Pennsylvania.

~~For~~• aLocated ~~discussion~~in ofRio ~~material~~de ~~legal~~Janeiro, ~~proceedings~~Brazil; ~~affecting~~Santa usCruz, ~~see~~Bolivia; ~~note~~Bogota, 16Colombia; toPoza ~~our~~Rica, ~~consolidated~~Miguel ~~financial~~Hidalgo, ~~statements~~Mexico City and General Bravo, Mexico; Lima, Peru; Paramaribo, Suriname; Brisbane, Australia; Singapore; Cairo, Egypt; Alger, Algeria; Luanda, Soyo, and Viana, Angola; Tripoli, Libya; Glasgow, Scotland; Tunis, Tunisia; and Dubai, United Arab Emirates, for international seismic data acquisition.

Item 4 3. Legal ~~Mine Safety Disclosures~~Proceedings

~~Not~~For ~~applicable~~a discussion of material legal proceedings affecting us, see note 16 to our consolidated financial statements.

24Item 4. Mine Safety Disclosures

~~Table~~Not ~~of Contents~~applicable.

~~PART II~~26

~~Item~~Table ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity Securities~~Contents

~~Our common stock, $0.01 par value per share, is listed on the NYSE AMEX (formerly the American Stock Exchange) under the trading symbol “GOK.” As of March~~PART 16, 2012, we had 73 stockholders of record; however, since many shares may be held by investors in nominee names such as the name of their broker or their broker’s nominee, the number of record holders often bears little relationship to the number of beneficial owners of the common stock.II

~~The~~Item ~~following~~5. ~~table~~Market ~~sets forth the high and low closing prices~~ for ~~the~~Registrant’s ~~common~~Common ~~stock of Geokinetics Inc. during the most recent two fiscal years~~Equity, asRelated ~~reported~~Stockholder byMatters ~~the NYSE AMEX. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission~~ and ~~may~~Issuer ~~not~~Purchases ~~represent~~of ~~actual~~Equity ~~transactions.~~Securities

Quarter Ended	High		Low
March 31, 2010	$	10.76	$	7.21
June 30, 2010	9.55		3.83
September 30, 2010	6.80		3.62
December 31, 2010	9.29		5.70
March 31, 2011	10.74		8.03
June 30, 2011	9.71		7.62
September 30, 2011	7.80		2.42
December 31, 2011	3.46		1.75

Our common stock was previously listed on the NYSE MKT (formerly the NYSE AMEX) under the trading symbol “GOK.” The NYSE MKT placed a trading halt on our common stock beginning on December 17, 2012 and subsequently suspended our listing before the opening of the market on December 27, 2012. On December 27, 2012, the OTCQB market operated by OTC Markets Group, Inc. (www.otcmarkets.com) and the OTC Bulletin Board (www.otcbb.com) began quoting our common stock under the symbol “GEOK.”

~~The~~As ~~closing~~of ~~market~~March ~~price~~12, 2013, we had 241 stockholders of ~~our~~record; ~~common~~however, ~~stock~~since onmany ~~March 16~~shares may be held by investors in nominee names such as the name of their broker or their broker's nominee, ~~2012~~the ~~was~~number ~~$1.55~~of ~~per~~record ~~share~~holders often bears little relationship to the number of beneficial owners of the common stock.

We ~~have~~intend ~~never paid cash dividends on our common stock and the Board of Directors intends~~ to ~~retain~~deregister ~~all~~under ~~of our earnings, if any, to finance~~ the ~~development~~Exchange Act and ~~expansion of our business. There can be no assurance that our operations will prove profitable~~ to ~~the~~suspend ~~extent necessary to pay cash dividends. Moreover, even if such profits are achieved, the future dividend policy will depend upon~~ our ~~earnings,~~SEC ~~capital~~reporting ~~requirements,~~obligations ~~financial~~after ~~condition,~~this ~~debt~~Annual ~~covenants~~Report ~~and~~on ~~other~~Form ~~factors~~10-K ~~considered~~is ~~relevant~~filed bywith ~~our Board of Directors. For example,~~ the ~~indenture governing the Notes and the Whitebox Revolving Credit Facility contractually limit our ability to pay dividends on our common stock~~SEC.

~~Stock~~The ~~Performance~~following ~~Graph~~table sets forth the high and low closing prices for our common stock. during the most recent two fiscal years, as reported by the NYSE MKT and the OTCQB, as appropriate, for the relevant periods indicated above.

The information included under the caption “Stock Performance Graph” in this Item 5 of this annual report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filings we make under the Securities Act or the Exchange Act, except to the extent Geokinetics specifically incorporates it by reference into such a filing.



Quarter Ended	High		Low
March 31, 2011	$	10.74	$	8.03
June 30, 2011	9.71		7.62
September 30, 2011	7.80		2.42
December 31, 2011	3.46		1.75
March 31, 2012	2.54		1.55
June 30, 2012	1.82		0.26
September 30, 2012	0.62		0.14
December 31, 2012	0.42		0.04

~~The~~We ~~following~~have ~~graph~~never ~~depicts~~paid ~~the~~cash ~~five-year~~dividends ~~cumulative~~on ~~total return of~~ our common stock asand ~~compared~~we ~~with~~have no intention of paying cash dividends in the ~~S&P 500~~foreseeable ~~Stock~~future. There ~~Index~~can ~~and~~be no assurance that our operations will prove profitable to the ~~PHLX~~extent ~~Oil~~necessary ~~Services~~to ~~Index~~pay ~~(“OSX”)~~cash dividends. Moreover, ~~The~~even ~~PHLX~~if ~~Index~~such ~~consists~~profits ofare ~~larger~~achieved, ~~companies~~the ~~that~~future ~~perform~~dividend apolicy ~~variety~~will ofdepend ~~services~~upon asour ~~compared~~earnings, tocapital ~~land~~requirements, ~~based~~financial ~~acquisition~~condition, ~~and~~debt ~~processing~~covenants ofand ~~seismic~~other ~~data~~factors ~~performed~~considered relevant by usour Board of Directors.

25Item 6. Selected Financial Data

~~Table~~The following selected financial data should be read in conjunction with Item 7. “—Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations,” and with our consolidated financial statements and related notes included in Item 8. “—Financial Statements and Supplementary Data.”

Comparison of 5-year Cumulative Total Return*27

~~Among~~Table ~~Geokinetics~~of ~~Inc., the S&P 500 Index and the PHLX Oil Service Sector Index~~Contents

* $100Selected ~~invested~~Financial ~~on 12/31/06 in stock or index—including reinvestment of dividends~~Data

		12/06		12/07		12/08		12/09		12/10		12/11
	As of and for the Year Ended December 31,
Geokinetics		100.0		59.9		7.6		29.6		28.6		6.6
	2012				2011				2010		(1)		2009			2008
PHLX Oil Service Index		100.0		150.9		60.7		97.5		122.6		108.2
	(In thousands, except per share data)
S&P 500		100.0		103.5		63.7		78.6		88.7		88.7
Total revenue	$	595,824			$	763,729			$	558,134			$	510,966		$	474,598
Income (loss) before income taxes	(68,043		)		(220,013		)		(133,874			)	10,917			10,254
Income taxes	14,918				2,040				4,810				23,252			9,268
Net income (loss)	(82,961		)		(222,053		)		(138,684			)	(12,335		)	986
Loss applicable to common stockholders	(93,063		)		(231,251		)		(147,534			)	(34,125		)	(5,339		)
Loss per common share, basic and diluted	(4.89		)		(12.70		)		(8.46			)	(3.14		)	(0.51		)
Total assets (6)	392,896				514,172				725,164				771,690			439,716
Long-term debt and capital leases, net of current portion(2)	1,648				350,183				319,284				296,601			57,850
Current portion of long-term debt and capital lease obligations(3)	353,700				4,543				1,634				68,256			33,096
Derivative liabilities(4)	79				5,778				38,271				9,317			—
Mezzanine equity(5)	93,312				83,313				74,987				66,976			94,862
Total stockholders’ equity (deficit) (excluding preferred stock)	(293,946		)		(202,819		)		21,787				145,330			129,680

~~Item 6. Selected Financial Data~~_____________________________________________

~~The~~(1) ~~following~~Includes ~~selected~~operating ~~financial~~results ~~data should be read in conjunction with Item 7. “—Management’s Discussion and Analysis~~ of ~~Financial~~PGS ~~Condition~~Onshore ~~and~~since ~~Results~~February ~~of Operations~~12,” ~~and with our consolidated financial statements and related notes included in Item 8~~2010. ~~“—Financial Statements and Supplementary Data.”~~

26(2) Excludes mandatorily redeemable preferred stock and includes $296.6 million and $295.5 million of Notes (net of debt discount) at 2011 and 2010. Long-term debt decreased in 2012 as compared to 2011 due to classification of the Notes. Long-term debt increased in 2011 as compared to 2010 due to borrowings on the Whitebox Revolving Credit Facility.

~~Table~~(3) Current portion of ~~Contents~~long-term debt and capital leases increased in 2011 from 2010 primarily due to short-term project financing at one of our Latin American subsidiaries and decreased in 2010 from 2009 as we paid off existing amounts upon the closing of the acquisition of PGS Onshore.

~~Selected~~(4) ~~Financial~~Represents ~~Data~~the fair value of derivative liabilities related to 2010 and 2008 Warrants and the Series B-1 Preferred Stock conversion feature.

	As of and for the Year Ended December 31,
	2011			2010(1)			2009			2008			2007
	(In thousands, except per share data)
Total revenue	$	763,729		$	558,134		$	510,966		$	474,598		$	357,677
Income (loss) before income taxes	(220,013		)	(133,874		)	10,917			10,254			(13,684		)
Income taxes	2,040			4,810			23,252			9,268			2,252
Net income (loss)	(222,053		)	(138,684		)	(12,335		)	986			(15,936		)
Loss applicable to common stockholders	(231,251		)	(147,534		)	(34,125		)	(5,339		)	(20,802		)
Loss per common share, basic and diluted	(12.70		)	(8.46		)	(3.14		)	(0.51		)	(2.44		)
Total assets	514,172			725,164			771,690			439,716			354,321
Long-term debt and capital leases, net of current portion(2)	350,183			319,284			296,601			57,850			60,352
Current portion of long-term debt and capital lease obligations(3)	4,543			1,634			68,256			33,096			19,560
Derivative liabilities(4)	5,778			38,271			9,317			—			—
Mezzanine equity(5)	83,313			74,987			66,976			94,862			60,926
Total stockholders’ equity (deficit) (excluding preferred stock)	(202,819		)	21,787			145,330			129,680			130,965


(5)	Represents Series B-1 Preferred Stock. Decrease during 2009 was driven by the exchange of the Series B-2 Preferred Stock for Series C Preferred Stock, which is classified as mandatorily redeemable preferred stock. Increase during 2011 and 2012 is due to stock dividends and accretion of initial discount.

(16) ~~Includes~~ ~~operating~~Total ~~results~~assets decreased in 2011 from 2010 primarily as a result of ~~PGS~~goodwill ~~Onshore~~write ~~since~~off. ~~February 12~~Decrease in 2012 from 2011 is primarily related to sales and retirements of PP&E, ~~2010~~depreciation, sales and lower investment in multi-client library and lower business activities decreasing current assets.

~~(2) Excludes~~Item ~~mandatorily~~7. ~~redeemable~~Management’s ~~preferred~~Discussion ~~stock~~ and ~~includes~~Analysis ~~$300.0 million~~ of ~~Senior~~Financial ~~Secured~~Condition ~~Notes~~and ~~(net~~Results of debt discount) at December 31, 2011, 2010 and 2009. Long-term debt increased in 2011 as compared to 2010 primarily due to borrowings on the Whitebox Revolving Credit Facility. Long-term debt increased in 2010 as compared to 2009 due to borrowings on the RBC Revolving Credit Facility.Operation

~~(3) Current~~The ~~portion~~following discussion of ~~long-term~~our ~~debt~~financial condition and ~~capital~~results ~~leases~~of ~~increased~~operations should be read in ~~2011~~conjunction ~~from~~with ~~2010~~the ~~primarily~~financial ~~due~~statements toand ~~short-term~~notes ~~project~~to ~~financing~~those atfinancial ~~one~~statements ofincluded ~~our~~elsewhere ~~Latin~~in ~~American~~this ~~subsidiaries~~Form 10-K. This ~~and~~discussion ~~decreased~~contains inforward ~~2010~~looking ~~from~~statements ~~2009~~that asinvolve werisks ~~paid~~and ~~off~~uncertainties. Please ~~existing~~see ~~amounts~~“Risk ~~upon~~Factors” ~~the~~and ~~closing~~“Forward ofLooking ~~the~~Statements” ~~acquisition~~elsewhere ofin ~~PGS~~this ~~Onshore~~Form 10-K.

~~(4) Represents the fair value of derivative liabilities related to 2010 and 2008 Warrants and the Series B-1 Preferred Stock conversion feature.~~Overview

~~(5) Represents~~We ~~Series B~~are ~~Preferred~~a ~~Stock. Decrease~~full-service, ~~during~~global ~~2009~~provider ~~was~~of ~~driven~~seismic bydata ~~the~~acquisition, ~~exchange~~processing ofand integrated reservoir geosciences services to the ~~Series B-2~~oil ~~Preferred~~and ~~Stock~~natural ~~for~~gas ~~Series C~~industry. We ~~Preferred~~also ~~Stock~~provide clients access, ~~which~~via islicenses, ~~classified~~to asour ~~mandatorily~~multi-client ~~redeemable~~seismic ~~preferred~~data ~~stock~~library. ~~Increase~~As ~~during~~an ~~2010~~industry leader in land, transition zone and ~~2011~~shallow iswater ~~due~~(down to ~~stock~~500 feet ~~dividends~~water ~~and~~depths) ~~accretion~~OBC environments, we have the capacity to operate up to twenty-two seismic crews with approximately 200,000 channels of ~~initial~~seismic ~~discount~~data acquisition equipment worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation~~28

~~The~~Table ~~following discussion~~ of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those financial statements included elsewhere in this Form 10-K. This discussion contains forward looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward Looking Statements” elsewhere in this Form 10-K.Contents

~~Overview~~We provide a suite of geophysical services including acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data surveys, data processing and integrated reservoir geosciences services for customers in the oil and natural gas industry, which include national oil companies, major international oil companies and independent oil and gas exploration and production companies worldwide. Seismic data is used by our customers to identify and analyze drilling prospects, maximize drilling success, optimize field development and enhance production economics. We also own a multi-client seismic data library whereby we maintain full or partial ownership of data acquired; client access is provided via licensing agreements. Our multi-client data library consists of data covering various areas in the United States, Canada and Brazil.

WeVoluntary ~~are~~Reorganization aunder ~~full-service,~~Chapter global provider of seismic data acquisition, processing and integrated reservoir geosciences services to the oil and natural gas industry. We also provide clients access, via licenses, to our multi-client seismic data library. As an acknowledged industry leader in land, transition zone and shallow water (down to 500 feet water depths) OBC environments, we have the capacity to operate up to 25 seismic crews with approximately 200,000 channels of seismic data acquisition equipment worldwide and the ability to process seismic data collected throughout the world. Crew count, configuration and location can change depending upon industry demand and requirements.11

WeOn ~~provide~~January 15, 2013, the Debtors entered into a ~~suite~~RSA with holders of ~~geophysical~~more ~~services~~than ~~including~~70% ~~acquisition~~in ofaggregate ~~2D,~~principal ~~3D,~~amount ~~time-lapse~~of 4Dthe Notes and ~~multi-component~~the ~~seismic~~largest ~~data~~holder ~~surveys~~of our preferred stock. Under the terms of the RSA , ~~data~~the ~~processing~~Debtors agreed to implement a financial restructuring of the Company and ~~integrated~~its ~~reservoir~~domestic ~~geosciences~~subsidiaries ~~services~~and the other parties agreed to support and vote for ~~customers~~either a pre-negotiated or pre-packaged plan of reorganization in accordance with the ~~oil~~terms and ~~natural~~conditions ~~gas~~of ~~industry,~~the ~~which~~agreement. The ~~include~~Plan ~~national~~provides ~~oil~~for ~~companies,~~the ~~major~~exchange ~~international~~of ~~oil~~the ~~companies~~Notes ~~and~~for ~~independent~~a ~~oil~~newly ~~and~~issued ~~gas~~common ~~exploration~~stock ~~and~~representing ~~production~~100% ~~companies~~of ~~worldwide. Seismic~~the ~~data~~issued isand ~~used~~outstanding bycommon ~~these~~stock ~~companies~~of the reorganized Company (subject to ~~identify~~dilution from a management incentive plan and ~~analyze~~the ~~drilling~~satisfaction ~~prospects~~of borrowings under the DIP Facility in common stock of the reorganized Company described below), ~~maximize~~the ~~drilling~~repayment ~~success~~of the Whitebox Revolving Credit Facility in full, ~~optimize~~the ~~field~~payment ~~development~~in ~~and~~full ~~enhance~~of ~~production~~unsecured ~~economics. We~~creditors, ~~also~~including ~~own~~trade avendors, ~~multi-client~~either ~~seismic~~at ~~data~~the ~~library~~conclusion ~~whereby~~of wethe ~~maintain~~Chapter ~~full~~11 case or ~~partial~~in ~~ownership~~the ordinary course of ~~data~~business, ~~acquired~~and ~~for~~a ~~future~~$6 ~~licensing,~~million ~~consisting~~cash payment to certain of ~~data~~our preferred stockholders. Our existing common stock will not receive a distribution and all existing equity interests will be cancelled without consideration.

27The reorganization is not expected to have a material impact on our operations and we are seeking to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the Chapter 11 case.

~~Table~~A special committee of ~~Contents~~our Board of Directors unanimously approved entering into the RSA . The parties' commitment under the RSA and the completion of the transactions contemplated by the RSA are subject to a number of closing conditions, termination rights and approvals, including the achievement of certain milestones in the Chapter 11 process by the deadlines specified in the RSA.

~~covering~~We ~~various~~commenced ~~areas~~a insolicitation of acceptances of the ~~United~~Plan ~~States~~on February 7, ~~Canada~~2013 and ~~Brazil~~the Plan was approved by the classes entitled to vote on the Plan, which represented the requisite majority of our stakeholders. On March 10, 2013, we filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code in the Bankruptcy Court. The Plan remains subject to the approval of the Bankruptcy Court.

~~Recent~~We ~~Developments~~entered into the DIP Facility with the Backstop DIP Lenders on March 13, 2013. The DIP Facility, which provides for term loans of up to $25 million, will be used for general corporate purposes and ~~Liquidity~~working ~~Concerns~~capital needs in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the restructuring. All borrowings under the DIP Facility are to be satisfied in common stock of the reorganized Company under the terms of the Plan or repaid on the earlier of (i) the date that is four months after the effective date of the DIP Facility, (ii) the date the obligations are accelerated pursuant to the terms of the DIP Facility and (iii) the effective date of a Chapter 11 plan.

~~Significant~~During ~~developments~~the ~~during~~pendency ~~2011~~of the bankruptcy proceedings, we plan to continue to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the U.S. Code and orders of the Bankruptcy Court. We are seeking to emerge from bankruptcy early ~~2012~~in ~~related~~the second quarter of 2013. We expect to ~~our~~enter ~~business~~into ~~include~~an Exit Facility in connection with the ~~following:~~consummation of the reorganization to provide us with liquidity for operations after the restructuring in the near term.

~~· In~~Fresh-Start May 2011, the RBC Revolving Credit Facility was assigned to the Lenders and on August 12, 2011, we entered into a $50.0 million amended and restated credit agreement with the Lenders. Borrowings under the Whitebox Revolving Credit Facility bear interest at a rate of 11.125% and amounts in excess of the total amount outstanding and the total amount available of $50.0 million are subject to an unused commitment fee of 11.125%. Accordingly, we will incur interest costs of approximately $5.6 million per year in connection with the Whitebox Revolving Credit Facility regardless of our borrowing level.Accounting

~~· On~~As ~~September~~required 1,by ~~2011~~ASC 852, we ~~sold~~intend ato ~~subsidiary~~adopt ~~that~~fresh-start ~~held~~accounting aupon ~~royalty~~emergence ~~interest~~from inChapter a11 ~~Colombian oil and gas property for $6.3 million plus applicable adjustments for net working capital. We received net proceeds~~ of ~~$5.9~~the ~~million~~U. ~~The transaction resulted in a pre-tax gain of $5~~S.6 ~~million which is included in other income (expense) in the consolidated statement of operations~~Code.

· On September 8, 2011, a liftboat which we had contracted to support an OBC project in the Bay of Campeche, Mexico, was disabled due to high winds and unusually high seas generated by Tropical Storm Nate which resulted in the crew abandoning the vessel. While we and local authorities conducted an immediate search and rescue operation, there were fatalities to two of our employees and two contractors. As a result, operations on the project were suspended by the client during the investigation and evaluation of the incident. The suspension of the operation resulted in lost revenues from the contract while we continued to incur costs to maintain the crew and equipment and otherwise in connection with the incident. The suspension of the project was lifted at the end of November 2011.29

~~· On~~Table September 30, 2011, we were notified by Moody’s Investor Services, Inc. (“Moody’s”) and Standard and Poor’s (“S&P”) that they had downgraded Geokinetics’ credit rating to Caa2 and CCC+, respectively, because of ~~litigation uncertainty related to the Mexico liftboat incident, low margins in international markets, tight liquidity and weak financial metrics in an improved oil and gas operating environment.~~Contents

~~· During~~Liquidity ~~the third quarter of 2011, we performed an interim goodwill assessment in light of events~~ and ~~circumstances~~Capital adversely impacting the Company at that time. While we had not fully completed step two of the impairment analysis, we recorded a preliminary goodwill impairment charge of $40.0 million. During the fourth quarter of 2011, we finalized the goodwill impairment analysis, which resulted in an additional goodwill impairment charge of $92.4 million. Accordingly, at December 31, 2011, we had no goodwill. These charges are included in asset impairments in our consolidated statement of operations. See discussion under “— Goodwill Impairment Assessment” below.Resources

~~· On~~Liquidity ~~November~~and ~~22,~~Industry 2011, one of our subsidiaries in Latin America entered into a short-term project financing agreement secured by the cash flows generated by the underlying project contract. The maximum credit available under this agreement is $7.6 million of which $2.1 million was outstanding at December 31, 2011.Concerns

~~· On~~Revenues ~~December~~and ~~16,~~operating ~~2011,~~cash weflows ~~were~~decreased ~~notified~~during ~~that~~2012 ~~S&P~~compared ~~had~~to ~~further~~2011. We ~~downgraded~~continued ~~Geokinetics’~~to ~~credit~~incur ~~rating~~operating losses primarily due to ~~CCC-,~~delays ~~citing~~in ~~its~~project ~~expectations~~commencements and low international asset utilization. These events caused a reduction in our available liquidity. In addition, the terms of ~~weaker~~our ~~operating~~Notes ~~measures~~and ~~compared~~the Whitebox Revolving Credit Facility limited our ability to incur additional indebtedness, and the depressed market for our ~~peers~~stock and ~~reduced~~the ~~liquidity~~terms inof our preferred stock limit our ability to access the ~~near~~equity ~~future~~capital markets.

~~· We~~In ~~engaged~~response ato ~~financial~~these ~~advisor~~events, we evaluated our strategic alternatives and initiated actions designed to ~~assist~~improve usour ~~with~~liquidity ~~evaluating~~position ~~capital~~by ~~structure~~giving ~~alternatives~~priority to generating cash flows while maintaining our long-term commitment to providing high quality seismic data acquisition services. For additional discussion of the initiatives taken, ~~including~~please ~~recapitalization~~see ~~opportunities~~the ~~that~~discussion ~~may~~under ~~include~~"Business" ain ~~restructuring~~Item 1 of ~~our~~this ~~outstanding~~Form ~~debt~~10-K. For oradditional ~~equity~~discussion ~~securities~~of the risks associated with these initiatives, please see the discussion under “Risk Factors” in Item 1A of this Form 10-K.

~~· On~~Please ~~March 15,~~read ~~2012,~~"Voluntary weReorganization ~~entered~~under ~~into~~Chapter a11" ~~purchase~~above and ~~sale~~"Capital ~~agreement~~Resources ~~with~~- ~~Seismic~~Events Exchange, Inc. (“SEI”) pursuant to which we agreed to sell to SEI certain North American seismic data in exchange for $10.0 million in cash. Under the agreement, the Company will retain specified percentages of ~~the~~Default ~~net revenues generated and collected~~ on ~~the~~Indebtedness" ~~seismic~~below ~~data to be sold to SEI~~ for ainformation ~~period~~regarding ofrecent ~~five~~events ~~years. The~~affecting ~~closing~~our ~~of the transaction is subject to the satisfaction of certain conditions to closing~~liquidity. ~~See “— Liquidity and Capital Resources — Liquidity and Industry Concerns.”~~

· On March 16, 2012, we entered into a commitment letter with Avista and an affiliate of Avista to provide up to an additional $10.0 million in debt financing until January 1, 2013. Avista’s obligations under the commitment letter are subject to the execution and delivery of definitive documents and other closing conditions. See “— Liquidity ~~and Capital Resources — Liquidity and Industry Concerns.”~~

~~During~~Our ~~2010~~primary ~~and~~sources ~~the beginning~~ of ~~2011,~~cash weflows ~~kept~~are ~~our~~those ~~crews~~generated inby ~~ready mode and operating decisions and job functions were decentralized into~~ our ~~various~~seismic ~~operating~~data ~~regions. These~~acquisition ~~two factors, along with unfavorable circumstances on one particular job towards the end of 2010, caused significant losses~~ and aseismic ~~cash~~data ~~drain~~processing ~~which impacted us through the second quarter of 2011. Subsequently, we revised our strategy~~ and ~~returned~~integrated toreservoir ~~our~~geosciences ~~method~~segments ~~of immediately shutting down our crew, eliminating any excess personnel~~ and ~~returning~~trade ~~equipment to a strategic base ready for the next opportunity when they were not being utilized on projects~~credit. WeOur ~~also~~primary ~~centralized~~uses ~~our management services which we believe provided a higher level~~ of ~~service~~cash atare aoperating ~~lower~~expenses ~~cost. However,~~associated ~~during~~with the third quarter of 2011, a liftboat which we had contracted to support an OBC project in the Bay of Campeche, Mexico, was disabled due to inclement weather resulting in the crew abandoning the vessel. There were fatalities to two of our ~~employees~~seismic ~~and~~data ~~two~~acquisition ~~contractors~~ and ~~operations~~seismic ondata ~~the~~processing ~~project were suspended by the client during the investigation~~ and ~~evaluation~~integrated ofreservoir ~~the~~geosciences ~~incident. While~~segments, ~~the~~investments ~~suspension of the OBC project~~ in ~~the~~multi-client ~~Bay of Campeche~~assets, ~~Mexico,~~capital ~~was~~expenditures ~~lifted~~associated atwith ~~the~~upgrading ~~end of November 2011, the suspension resulted in lost revenues from the contract~~ and ~~increased~~expanding ~~costs~~our incapital ~~connection~~asset ~~with the incident~~base, ~~as well as costs to maintain the crew~~ and ~~equipment~~debt ~~in place~~service.

28At December 31, 2012, we had available liquidity as follows (in thousands):

Table of Contents



Available cash:
Cash and cash equivalents (1) (2)	$	33,442
Undrawn borrowing capacity under the Whitebox Revolving Credit Facility	—
Undrawn borrowing capacity under short-term project financing agreement	2,600
Net available liquidity at December 31, 2012	$	36,042

In light of the circumstances mentioned above, our main focus during 2011 was cash management and we believed we could best achieve this goal by limiting our exposure to countries and regions that do not offer long term and/or continuous new job opportunities. As a result, during the fourth quarter of 2011, we made the decision to close some of our regional offices and exit certain operations around the world, primarily in Africa and the Middle East, where our long-term prospects for profitability were not in line with our business goals. If conditions change, we will reassess opportunities as they arise. Cash management will continue to be our focus in 2012 and we are executing on actions designed to improve our liquidity position while maintaining our long-term commitment to providing high quality seismic data acquisition services. These actions include cost reductions, potential sales of additional assets, further centralization of bidding and management services to provide a higher level of control over costs and bidding on seismic acquisition services under careful consideration of required capital expenditures for additional equipment or restrictions in cash required for bid or performance bonds._____________________________________________

~~While~~(1) ~~revenues,~~Includes ~~backlog~~approximately and operating cash flows increased during 2011 compared to 2010, we continued to incur operating losses due to delays in project commencements, low international asset utilization and the Mexico liftboat incident, resulting in serious concerns about our liquidity at the end of 2011 and continuing into 2012$7. To0 ~~address~~million ~~these~~designated ~~liquidity~~for ~~concerns,~~multi-client ~~management has instituted a number of steps~~investments, ~~discussed below under “Liquidity and Industry Concerns”,~~ which weis believe will improve the Company’s liquidity position if successfully implemented in the near term as well as long term. If these steps are unsuccessful in the future or we experience a further deterioration of our business or another adverse event occurs with respect us or our operations, we may not ~~have~~fully ~~sufficient~~available ~~liquidity~~for tocurrent ~~meet our ongoing operating expenses and debt service~~ obligations ~~under the Whitebox Revolving Credit Facility or the Notes, all of which would have a material adverse effect~~. This may force us to further curtail existing operations, reduce or delay capital expenditures or sell assets to meet our operating and debt service obligations and we could be forced to take other actions, including a restructuring of our existing indebtedness and capital structure to address our ongoing liquidity issues. See our discussion under “— Liquidity and Capital Resources — Liquidity and Industry Concerns” below.

~~Goodwill~~(2) ~~Impairment~~Includes ~~Assessment~~$24.3 million in international bank accounts.

~~Accounting~~We ~~guidance~~have ~~requires~~certain ~~intangible~~foreign ~~assets~~overdraft ~~with~~facilities ~~indefinite~~in ~~lives,~~the ~~including~~amount ~~goodwill,~~of be$0.8 ~~evaluated~~million onof ~~an annual basis for impairment or more frequently if an event occurs or circumstances change~~ which ~~could~~zero ~~potentially~~was ~~result~~drawn inat anDecember 31, ~~impairment~~2012. WeDue ~~historically~~to ~~performed~~the limitations on our ~~annual~~ability ~~impairment~~to ~~assessment~~remit asfunds ofto ~~December~~the ~~31. As~~United ~~required~~States, byamounts ~~applicable~~under ~~accounting~~these ~~guidance,~~facilities wehave ~~performed~~been aexcluded ~~two-step~~in ~~impairment~~the ~~test~~available ~~for~~liquidity ~~goodwill~~table above.

~~Given~~The ~~certain~~following ~~events~~table ~~taking~~summarizes ~~place~~certain ~~primarily~~measures ~~during the third quarter~~ of ~~2011,~~liquidity ~~including~~at ~~the Mexico liftboat incident~~December 31, a2012 ~~sustained decline in our market capitalization~~ and ~~the credit rating downgrades~~2011, weas ~~concluded~~well ~~that~~as ~~there were sufficient indicators to require an interim goodwill impairment analysis. While we had not fully completed step two of the interim impairment analysis of goodwill prior to the filing of~~ our ~~September~~sources/uses ~~30, 2011 Form 10-Q, we recorded at that time a preliminary goodwill impairment charge~~ of ~~$40.0~~capital ~~million,~~as ~~representing the best estimate within the range~~ of ~~the~~and ~~estimated~~for ~~impairment loss at that time. We finalized step two of~~ the ~~goodwill~~years ~~impairment~~ended ~~analysis during the fourth quarter of 2011, which resulted in the recognition of an additional impairment charge of $92.4 million. Accordingly, at~~ December 31, ~~2011~~2012 we had no goodwill. These charges are included in asset impairments in our consolidated statement of operations. See note 4(d) to our consolidated financial statements for our discussion of the most significant estimates and ~~assumptions~~2011 ~~used~~ (in ~~this analysis.~~thousands):

Acquisition of PGS Onshore



	Year Ended December 31,
	2012			2011
Cash and cash equivalents (end of period)	$	33,442		$	44,647
Working capital (end of period)	$	(306,208	)	$	23,077
Cash provided by operating activities	$	30,764		$	59,474
Cash used in investing activities	$	(38,750	)	$	(82,003	)
Cash provided by (used in) financing activities	$	(3,219	)	$	24,325
Capital expenditures (including capital leases, if applicable)	$	(14,374	)	$	(25,042	)
Investment in multi-client data library	$	(45,692	)	$	(70,115	)
Cash paid for interest	$	20,163		$	34,946
Cash paid for taxes	$	9,820		$	6,721

In February 2010, we closed the acquisition of PGS Onshore for a purchase price of $202.8 million, consisting of $183.4 million of cash and 2.15 million shares of our common stock. See note 3 to our interim condensed consolidated financial statements. To finance this acquisition, in December 2009, we issued 4.0 million shares of common stock for net cash proceeds of $34.0 million and $300.0 million of Notes for net cash proceeds of $294.3 million. See note 6 to our consolidated financial statements.30

~~The~~Table following table presents consolidated income statement information for the year ended December 31, 2011 and pro forma consolidated income statement information for the year ended December 31, 2010, as if the acquisition of ~~PGS Onshore had occurred at the beginning of the period (in thousands):~~Contents

	2011			2010
	Actual			Pro Forma
					(Unaudited)
Total revenue	$	763,729		$	578,757
Loss from operations	$	(208,298	)	$	(97,292	)
Net loss	$	(222,053	)	$	(145,905	)
Preferred dividends and accretion of discount on preferred stock	$	(9,198	)	$	(8,850	)
Loss applicable to common stockholders	$	(231,251	)	$	(154,755	)
Basic and diluted net loss per common share	$	(12.70	)	$	(8.87	)

Cash provided by operating activities

29Net cash provided by operating activities totaled $30.8 million for year ended December 31, 2012, compared to net cash provided by operating activities of $59.5 million for the same period during 2011. The decrease in operational cash flow was primarily the result of decreased operating results in our multi-client seismic data acquisition business and changes in working capital for the 2012 period compared to the same period in 2011.

~~Table~~Cash ofused ~~Contents~~in investing activities

~~Liquidity~~Net cash used in investing activities totaled $38.8 million for the year ended December 31, 2012, compared to net cash used in investing activities of $82.0 million for the same period during 2011. The cash outflow during 2012 primarily resulted from our investments in our multi-client seismic data library totaling $45.7 million and ~~Capital~~capital ~~Resources~~expenditures (excluding capital leases) which totaled $11.9 million. The inflow during the 2012 period primarily resulted from proceeds from disposal of equipment and insurance claims of $19.5 million.

~~Liquidity~~Cash ~~and~~provided ~~Industry~~by ~~Concerns~~(used in) financing activities

~~While~~Net ~~revenues, backlog and operating~~ cash ~~flows~~used ~~increased~~in ~~during~~financing ~~2011~~activities ~~compared~~totaled to$3.2 ~~2010,~~million wefor ~~continued~~the toyear ~~incur~~ended ~~operating~~December 31, ~~losses~~2012, ~~primarily~~as ~~due~~compared to ~~delays~~net incash ~~project~~provided ~~commencements,~~by ~~low~~financing ~~international~~activities ~~asset~~of ~~utilization~~$24.3 ~~and~~million ~~the~~for ~~temporary suspension by~~ the ~~client~~same ofperiod ~~one~~during of2011. The ~~our~~cash ~~seismic~~outflow ~~acquisition~~during ~~contracts~~the in2012 ~~Mexico~~period ~~due~~primarily torepresents ~~the~~amounts ~~liftboat~~used ~~incident. These~~for ~~events~~repayment ~~caused~~of acapital ~~reduction~~lease inobligations ~~our~~and ~~available~~interest ~~liquidity. In~~on ~~addition,~~ the ~~terms~~Whitebox offacility ~~our~~and Notes. There ~~and~~was ~~the~~no ~~Whitebox~~cash ~~Revolving~~inflow ~~Credit~~during ~~Facility~~the ~~limit~~2012 ~~our~~period ~~ability~~related to ~~incur~~borrowings ~~additional~~on ~~indebtedness, and~~ the ~~depressed~~RBC ~~market~~Revolving ~~for~~Credit ~~our~~Facility ~~stock~~or ~~and~~ the ~~terms~~Whitebox ofRevolving ~~our~~Credit ~~preferred~~Facility ~~stock~~as ~~limit~~experienced ~~our~~in ~~ability to access~~ the ~~equity~~previous ~~capital markets~~period.

In response to these events, we are evaluating our strategic alternatives and have initiated actions designed to improve our liquidity position by giving priority to generating cash flows while maintaining our long-term commitment to providing high quality seismic data acquisition services. These actions have included:Other

~~· A~~During ~~focus~~2012, onwe ~~cost~~had ~~reductions~~an operating loss of $24.0 million, while our cash flow from operating activities was $30.8 million. The difference of $54.8 million is primarily due to non-cash charges such as depreciation and amortization.

~~· The~~Capital ~~rationalization of operating locations resulting in the decision to close some of our Africa and Middle East regional offices and operations,~~Resources

~~· The~~See ~~identification~~notes of6, ~~additional~~7 ~~assets~~and 8 to our consolidated financial statements for ~~potential~~additional ~~sale~~discussion on our debt, mandatorily redeemable preferred stock and preferred stock, respectively.

~~· The~~Events ~~centralization~~ of ~~our~~Default ~~bidding~~on ~~and management services processes to provide a higher level of control over costs, and~~Indebtedness

~~· A~~The ~~focus~~filing onof ~~bidding~~the ~~for~~Chapter ~~seismic~~11 ~~acquisition~~petitions ~~services~~on ~~under~~March ~~careful~~10, ~~consideration~~2013 ofdescribed ~~required~~in ~~capital~~Note ~~expenditures~~1 ~~for~~constituted ~~additional~~an ~~equipment~~event orof ~~the~~default ~~restrictions~~and intriggered ~~cash~~the ~~required~~acceleration ~~for~~of ~~bid~~a ordirect ~~posting~~financial ofobligation ~~performance~~as ~~or bid bonds.~~follows:

~~The~~• ~~suspension~~Under the Amended and Restated Credit Agreement, dated as of ~~the~~August ~~OBC~~11, ~~project~~2011, inamong the ~~Bay~~Company, ofHoldings ~~Campeche~~and Whitebox Advisors, ~~Mexico~~LLC, ~~was~~as ~~lifted~~administrative atagent and collateral agent, and the ~~end~~lenders party thereto, the commitment of ~~November~~the ~~2011~~lenders to make loans automatically terminated and the unpaid principal amount of all outstanding loans and interest and other amounts thereunder became automatically due and payable as a result of the filing of the Chapter 11 petitions. As of March 10, ~~with~~2013, ~~recording~~the ~~recommencing~~obligations ~~thereafter~~under the Credit Facility included $50 million in aggregate principal amount outstanding plus accrued and unpaid interest and other payments.

On• ~~March 15,~~Under ~~2012~~the Indenture, wedated ~~entered~~as ~~into~~of aDecember ~~purchase~~23, ~~and~~2009, ~~sale~~for ~~agreement~~the ~~pursuant~~9.75% toSenior ~~which~~Secured weNotes ~~agreed~~due to2014 ~~sell~~among tothe ~~SEI~~Company, ~~certain~~Holdings ~~North~~and ~~American~~U.S. ~~seismic~~Bank ~~data~~National inAssociation, ~~exchange~~as ~~for~~trustee, ~~$10.0~~all ~~million~~of ~~in cash. Under~~ the ~~agreement,~~outstanding weNotes ~~will~~became ~~retain~~due ~~specified~~and ~~percentages~~payable ofimmediately ~~the~~as ~~net~~a ~~revenues~~result ~~generated~~of ~~and~~the ~~collected~~filing onof the ~~seismic~~Chapter ~~data~~11 topetitions. beAs ~~sold~~of toMarch ~~SEI~~10, ~~for~~2013, athere ~~period~~was of$300 ~~five~~million ~~years. The~~in ~~closing~~aggregate ofprincipal ~~the~~amount ~~transaction~~plus isaccrued ~~subject~~and tounpaid ~~the~~interest ~~satisfaction~~and ofother ~~certain~~payments ~~conditions~~on tothe ~~closing~~outstanding Notes.

OnAny ~~March 16,~~efforts ~~2012,~~to weenforce ~~entered into a commitment letter (~~the ~~“Commitment~~payments ~~Letter”)~~or ~~with~~other ~~Avista~~obligations ~~and~~under anthese ~~affiliate~~agreements ofor ~~Avista~~instruments ~~(collectively,~~are ~~the~~currently ~~“Avista~~stayed ~~Financing~~as ~~Parties”)~~a toresult ~~obtain~~of ~~debt financing from~~ the ~~Avista~~filing ~~Financing Parties until January 1, 2013. Pursuant to the terms~~ of the ~~Commitment~~Chapter ~~Letter,~~11 atpetitions. The ~~our election from time to time, the Avista Financing parties agreed to (i) purchase up to an additional $10 million in aggregate principal~~ amount of ~~Notes~~obligations ~~(the~~for ~~“U.S. Notes”) and (ii) enter into foreign loan facilities (~~the ~~“Foreign~~Credit ~~Notes”~~Facility and, ~~collectively with the U.S.~~ Notes, the “Additional Avista Notes”) to be secured by the assets of certain of our non-U.S. subsidiaries that would be drawn down from time to time concurrently with the purchase by the Avista Financing Parties of any U.S. Notes (the “Commitment”). In the event that we elect to exercise our right to have ~~the~~been ~~Avista~~classified ~~Financing~~as ~~Parties~~current ~~purchase~~in ~~any Additional Avista Notes, we will be obligated to deliver U.S. Notes with a principal amount equal to~~ the ~~amount~~consolidated ofbalance ~~the~~sheet ~~purchase~~as ~~price and Foreign Notes in an aggregate principal amount equal to 80%~~ of ~~such~~December ~~purchase price~~31, ~~allocated among the Foreign Notes as directed by the Avista Financing Parties~~2012.

~~The~~Future ~~obligations~~Capital of the Avista Financing Parties under the Commitment Letter are subject to the execution and delivery of definitive documents and other closing conditions. In consideration for their obligations under the Commitment Letter, we paid the Avista Financing Parties a fee of $0.3 million at the time the Commitment Letter was executed and are obligated to deliver either warrants to purchase 190,000 shares of the Company’s common stock or its cash equivalent value at the earlier of a purchase of any Additional Avista Notes or June 30, 2012 (unless the Commitment is terminated earlier than June 30, 2012 and prior to any such purchase). We will also be obligated to deliver warrants to purchase an additional 190,000 shares of the Company’s common stock or its cash equivalent value, at our election, at each of June 30, 2012, September 30, 2012 and December 31, 2012 if the Commitment or any Notes remain outstanding as of the applicable foregoing dates. Certain of the financing transactions under the Commitment Letter are subject to a right of first refusal in favor of certain of our existing senior lenders, the exercise of which right would cause the Commitment Letter to terminate and require that we issue to Avista warrants to purchase 190,000 shares of common stock or its cash equivalent value, at our election.Expenditures

InAs ~~accordance~~discussed ~~with~~above, ~~the~~we ~~terms~~have ofmade, ~~the~~and ~~Commitment~~expect ~~Letter,~~to ~~the~~continue ~~warrants~~to ~~issued~~make, investments in ~~connection~~capital ~~with~~expenditures. In ~~the~~2012, ~~transactions~~we ~~contemplated~~made ~~under~~$14.4 ~~the~~million ~~Commitment~~in ~~will~~capital ~~have~~expenditures, anprimarily ~~exercise~~for ~~price~~expenditures ofto ~~$0.01~~extend ~~per~~the ~~share~~useful life of ~~common~~equipment ~~stock~~ and ~~otherwise~~facilities. Subject ~~will~~to beour ~~issued~~liquidity ~~with~~limitations ~~terms~~and ~~substantially~~the ~~similar~~execution toof the ~~warrants~~Plan, we ~~issued~~plan toinvestments ~~the~~in ~~Avista~~2013 ~~Financing~~to ~~Parties~~be inprimarily ~~2010.~~on expenditures

Management believes that liquidity will be further improved throughout 2012 by the closing of some of our offices and operations around the world where we had incurred losses, as well as the continued execution of further cost reductions resulting from the implementation of the other actions described above. However, any other adverse development could have a material adverse effect on our liquidity and financial condition. If we are unable to successfully continue to implement some or all of the actions described above in the foreseeable future we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternatives may not be successful, and we could face a substantial liquidity shortfall and might be required to dispose of certain assets or operations or take other actions to meet our operating and debt service obligations. The failure to meet our debt service obligations would constitute an event of default under the Whitebox Revolving Credit Facility and the Notes, and the Lenders or Notes holders could declare all amounts outstanding under the Whitebox Revolving Credit Facility or Notes to be immediately due and payable. In such event, we would likely be forced to pursue a restructuring of our indebtedness and capital structure. For additional discussion of the risks associated with our high levels of indebtedness and current liquidity issues, please see the discussion under “Risk Factors” in Item 1A of this Form 10-K.31

~~Liquidity~~Table of Contents

~~Our~~to ~~primary~~extend ~~sources~~the ofuseful ~~cash~~life ~~flows~~of ~~are~~equipment ~~those~~and ~~generated~~facilities byfor our seismic data acquisition ~~and~~segment ~~seismic~~with ~~data~~a ~~processing~~smaller ~~and~~portion ~~integrated~~targeted ~~reservoir~~towards ~~geosciences~~acquiring ~~segments,~~new ~~issuances of debt and equity securities,~~ equipment ~~financing~~for ~~and trade credit. Our primary uses of cash are operating expenses associated with~~ our seismic data ~~acquisition and seismic data~~ processing and integrated reservoir geosciences ~~segments, capital expenditures associated with upgrading and expanding our capital asset base and debt service~~segment.

AtMeeting ~~December~~Our ~~31,~~Liquidity ~~2011, we had available liquidity as follows (in thousands):~~Needs

Available cash:
Cash and cash equivalents	$	44,647
Undrawn borrowing capacity under the Whitebox Revolving Credit Facility	—
Undrawn borrowing capacity under short-term project financing agreement	5,553
Net available liquidity at December 31, 2011 (1)	$	50,200

We have initiated actions designed to improve our liquidity position by giving priority to generating cash flows while maintaining our long-term commitment to providing high quality seismic data acquisition services. For additional discussion of the initiatives taken, please see the discussion under "Business" in Item 1 of this Form 10-K. For additional discussion of the risks associated with these initiatives, please see the discussion under “Risk Factors” in Item 1A of this Form 10-K.

30Inflation and Competitive Pricing

~~Table~~We do not believe that inflation has had a significant effect on our business, financial condition, or results of ~~Contents~~operations during the most recent three years.

~~(1)~~In ~~Includes~~times ~~approximately~~of ~~$10~~decreased demand, our business is subject to increased price competition.5 Increased ~~million~~competition ~~designated~~could ~~for~~result ~~multi-client~~in ~~investments,~~downward ~~which~~pricing ispressure ~~not~~and ~~fully~~the ~~available~~loss ~~for~~of ~~current~~market ~~obligations~~share.

WeForeign ~~have~~Currency ~~certain~~Exchange foreign overdraft facilities in the amount of $2.4 million of which $0 million was drawn at December 31, 2011. Due to the limitations on our ability to remit funds to the United States, amounts under these facilities have been excluded in the available liquidity table above. Risk

~~The~~We ~~following~~operate ~~table~~in ~~summarizes~~ certain ~~measures~~countries where we are exposed to foreign currency exchange risk. As the majority of ~~liquidity~~our atcontracts ~~December~~are ~~31,~~denominated ~~2011~~in ~~and~~U.S. ~~2010~~dollars, aswhen ~~well~~possible, aswe ~~our~~mitigate ~~sources/uses~~this ofrisk ~~capital~~by ~~for~~entering ~~the~~into ~~years~~split-dollar ~~ended~~contracts. Under ~~December~~a 31split-dollar contract, ~~2011~~each client invoice is split into a local currency payment and ~~2010~~a ~~(in~~U.S. ~~thousands):~~dollar payment. The local currency payment is collected locally and used to fund local expenditures, while the U.S. dollar payment is made directly to a U.S. dollar denominated bank account. This reduces our exposure to foreign currency risks.

	Year Ended December 31,
	2011			2010
Cash and cash equivalents (end of period)	$	44,647		$	42,851
Working capital (end of period)	$	23,077		$	44,406
Cash provided by (used in) operating activities	$	59,474		$	31,536
Cash provided by (used in) investing activities	$	(82,003	)	$	20,703
Cash provided by (used in) financing activities	$	24,325		$	(19,564	)
Capital expenditures (including capital leases, if applicable)	$	(25,042	)	$	(47,673	)
Investment in multi-client data library	$	(70,115	)	$	(51,035	)
Cash paid for interest	$	34,946		$	31,356
Cash paid for taxes	$	6,721		$	11,464

Results of Operations

~~Cash~~We ~~provided~~are bycurrently ~~(used~~organized ~~in)~~into ~~operating~~two reportable segments: seismic data acquisition and seismic data processing and integrated reservoir geosciences. We further break down our seismic data acquisition segment into three reporting units: North America proprietary seismic data acquisition, international proprietary seismic data acquisition and multi-client data acquisition business. Our corporate activities include our corporate and general and administrative functions.

~~Net~~Summary ~~cash provided by operating activities totaled $59.5 million for year ended December 31, 2011, compared to net cash provided by operating activities~~ of ~~$31.5~~Overall ~~million~~Performance for the same period during 2010. The increase in operational cash flow was primarily the result of improved operating results in our multi-client seismic data acquisition business and changes in working capital for the 2011 period compared to the same period in 2010.2012

~~Cash~~Our ~~provided~~revenues for 2012 decreased significantly from 2011, reflecting decreases in both seismic and multi-client data acquisition work. We believe this decrease in seismic and multi-client data acquisition activity reflects lower demand and pricing for oil and gas as well as decreased market conditions, primarily in the United States and Canada. Operating expenses for 2012 decreased significantly from 2011, reflecting lower activity of North America and certain international locations, partially offset by ~~(used~~increased activity in) ~~investing~~Mexico ~~activities~~and Suriname.

~~Net~~Results ~~cash~~of ~~used~~Operations ~~in investing activities totaled $82.0 million~~ for ~~the~~Year ~~year~~Ended ~~ended~~ December 31, ~~2011,~~2012 compared to ~~net cash provided by investing activities of $20.7 million for the same period during 2010. The cash outflow during~~ 2011 primarily resulted from our investments in our multi-client seismic data library and capital expenditures (excluding capital leases) which totaled $88.7 million, partially offset by $5.9 million in net proceeds received related to the sale of an interest in a Colombian investment. The inflow during the 2010 period primarily resulted from changes in restricted cash of $303.8 million, offset by net cash used for the acquisition of PGS Onshore of $180.8 million and investments in our multi-client seismic data library and capital expenditures (excluding capital leases) which totaled $98.7 million.

~~Cash~~Operating ~~provided~~Revenues. Consolidated revenues for the year ended December 31, 2012 totaled $595.8 million compared to $763.7 million for the same period in 2011, a decrease of $167.9 million. The decrease in revenues was primarily attributable to decreased activity in North America, Africa and Asia Pacific, offset by ~~(used~~increased activity in) ~~financing~~Latin ~~activities~~America.

~~Net~~For ~~cash provided by financing activities totaled $24.3 million for~~ the year ended December 31, ~~2011~~2012, asseismic ~~compared~~data toacquisition ~~net~~revenue ~~cash~~totaled ~~used~~$586.7 inmillion ~~financing~~compared ~~activities~~to of $19755.61 million for the same period ~~during~~in ~~2010. The cash inflow during the~~ 2011, ~~period~~a ~~represents~~decrease ~~primarily~~of ~~borrowings~~$168.4 onmillion. This ~~the~~decrease ~~RBC~~in ~~Revolving~~seismic ~~Credit~~data ~~Facility~~acquisition ~~during~~revenue ~~the~~was ~~first~~a ~~quarter~~result ~~and~~of ~~borrowings~~a ondecrease ~~the~~of ~~Whitebox~~$79.7 ~~Revolving~~million ~~Credit~~in ~~Facility~~our ~~during~~international ~~the~~proprietary ~~second~~seismic ~~quarter~~data ~~offset~~acquisition byoperations, ~~the~~a ~~extinguishment~~decrease of ~~the RBC Revolving Credit Facility on May 24, 2011~~$52. ~~The~~2 ~~cash~~million ~~outflow~~in ~~during~~our ~~the~~North ~~2010~~America ~~period~~proprietary ~~primarily~~seismic ~~represents~~data ~~amounts~~acquisition ~~used~~operations ~~for~~and ~~repayment~~a decrease of ~~substantially~~$36.5 ~~all~~million ofin our ~~pre~~multi-~~acquisition~~client ~~debt,~~seismic ~~except~~data ~~for the Notes, on the date of the~~ acquisition ~~of PGS Onshore~~business.

~~Other~~North America proprietary seismic data acquisition revenues for the year ended December 31, 2012 totaled $120.5 million, or 21% of consolidated seismic data acquisition revenue, compared to $172.7 million, or 23% of consolidated seismic data acquisition revenue, for the same period in 2011. The decrease in revenue resulted from decreased crew activity in the United States due to postponed projects which were mostly restarted late in the 3rd quarter of 2012, partially offset by increased crew activity in Canada in the Spring of 2012. In addition, we experienced a significant reduction in reimbursable

During 2011, we had an operating loss of $208.3 million, while our cash flow from operating activities was $59.5 million. The difference of $267.8 million is primarily due to non-cash depreciation and amortization charges and asset impairment charges of $158.4 million and $134.8 million, respectively. The cash generated by our operations, the proceeds from the Whitebox Revolving Credit Facility and the proceeds from the sale of certain non-core assets provided the liquidity needed to meet our investing and financing needs during 2011.32

31Table of Contents

~~Table~~revenues during 2012. Reimbursable revenues typically consists of ~~Contents~~reimbursement for subcontractor costs paid for by us on behalf of our customers.

~~Capital~~International ~~Resources~~proprietary seismic data acquisition revenues for the year ended December 31, 2012 totaled $383.2 million, or 65% of consolidated seismic data acquisition revenues, compared to $462.9 million, or 61% of consolidated seismic data acquisition revenue, for the same period in 2011. The decrease of $79.7 million was attributed to decreased activity in the Asia Pacific region and certain locations in Latin America, cessation of certain operations in North Africa and the Middle East, offset by increased activity in Mexico and Suriname.

~~See~~Multi-client ~~notes~~seismic 6data acquisition revenues for the year ended December 31, 72012 ~~and~~totaled 9$83.0 million, or 14% of consolidated seismic data acquisition revenues, compared to ~~our~~$119.5 million or 16% of consolidated ~~financial~~seismic ~~statements~~data acquisition revenue, for ~~additional~~the ~~discussion~~same period in 2011. The decrease was primarily due to lower prefunding revenue on ~~our~~new ~~debt,~~multi-client ~~our~~surveys ~~mandatorily~~as ~~redeemable~~a ~~preferred~~result ~~stock~~of permit delays in certain areas of the U.S. and ~~our~~a ~~preferred~~decrease ~~stock,~~in ~~respectively~~new projects due to lower gas prices. The decreased prefunding revenue was partially offset by strong late sales of our existing library.

~~Financing~~Seismic ~~Provided~~data processing and integrated reservoir geosciences revenues increased to $14.7 million for the year ended December 31, 2012, from $14.1 million for the same period in 2011. The increase was primarily the result of improvements in Latin America business offset by ~~Related~~lower ~~Parties~~multi-client activity.

OnThe ~~March 16,~~revenue ~~2012,~~information weabove ~~entered~~includes ~~into~~inter-segment ~~the~~revenues ~~Commitment~~between ~~Letter~~seismic ~~with~~data ~~the~~processing ~~Avista~~and ~~Financing~~integrated ~~Parties~~reservoir togeosciences ~~obtain~~and ~~debt~~other ~~financing~~segments ~~until~~totaling ~~January 1, 2013~~$5. ~~Pursuant~~6 ~~to the terms of the Commitment Letter, at our election from time to time, the Avista Financing parties agreed to (i) purchase up to an additional $10~~ million ~~in aggregate principal amount of U.S. Notes~~ and ~~(ii) enter into Foreign Notes to be secured by the assets of certain of our non-U~~$5.S.5 ~~subsidiaries~~million ~~that~~for ~~would be drawn down from time to time concurrently with~~ the ~~purchase~~years byended ~~the Avista Financing Parties of any U.S. Notes. In the event that we elect to exercise our right to have the Avista Financing Parties purchase any Additional Avista Notes~~December 31, we2012 ~~will be obligated to deliver U.S. Notes with a principal amount equal to the amount of the purchase price~~ and ~~Foreign Notes in an aggregate principal amount equal to 80% of such purchase price~~2011, ~~allocated among the Foreign Notes as directed by the Avista Financing Parties~~respectively.

~~The~~Operating ~~obligations of the Avista Financing Parties under the Commitment Letter are subject to the execution and delivery of definitive documents and other closing conditions~~Expenses. InConsolidated ~~consideration~~direct ~~for~~operating ~~their~~expenses ~~obligations~~totaled ~~under the Commitment Letter, we paid the Avista Financing Parties a fee of~~ $0424.34 million atfor the ~~time~~year ~~the~~ended Commitment Letter was executed and are obligated to deliver either warrants to purchase 190,000 shares of the Company’s common stock or its cash equivalent value, at our election, at the earlier of a purchase of any Additional Avista Notes or JuneDecember 3031, 2012 ~~(unless the Commitment is terminated earlier than June 30~~, ~~2012~~compared ~~and prior~~ to ~~any such purchase)~~$603. We3 ~~will~~million ~~also~~for ~~be obligated to deliver warrants to purchase an additional 190,000 shares of~~ the ~~Company’s~~same ~~common~~period ~~stock~~in ~~or its cash equivalent value~~2011, ata ~~our~~decrease ~~election, at each~~ of ~~June~~ 30~~, 2012, September 30, 2012 and December 31, 2012 if the Commitment or any Notes remain outstanding as of the applicable foregoing dates~~%. ~~Certain~~The ofdecrease ~~the~~was ~~financing~~primarily ~~transactions under the Commitment Letter are subject to~~ a ~~right~~reflection of ~~first~~lower ~~refusal~~activity ~~in favor~~ of ~~certain~~North ofAmerica ~~our~~and ~~existing~~certain ~~senior~~international ~~lenders~~locations, ~~the~~partially ~~exercise~~offset ofby ~~which~~increased ~~right~~activity ~~would~~in ~~cause~~Mexico ~~the Commitment Letter to terminate~~ and ~~require that we issue to Avista warrants to purchase 190,000 shares of common stock or its cash equivalent value, at our election~~Suriname.

InSeismic ~~accordance~~data ~~with~~acquisition ~~the~~operating ~~terms~~expenses oftotaled ~~the~~$417.6 ~~Commitment~~million ~~Letter,~~for the ~~warrants~~year ~~issued~~ended inDecember 31, ~~connection~~2012, ~~with~~compared ~~the~~to ~~transactions~~$596.9 ~~contemplated~~million ~~under~~for the ~~Commitment~~same ~~will~~period ~~have~~in 2011, an ~~exercise~~decrease ~~price~~ of $030%.01 Seismic ~~per~~data ~~share~~acquisition ofoperating ~~common~~expenses ~~stock~~as ~~and otherwise will be issued with terms substantially similar to the warrants we issued to the Avista Financing Parties in 2010.~~a

~~Whitebox~~percentage of seismic data acquisition revenue were 71% for the year ended December 31, 2012, as compared to 79% for the same period in 2011. ~~Revolving~~The ~~Credit~~decrease ~~Facility~~was primarily related to decrease in reimbursable expenses and decreased activity in North America, Africa and Asia Pacific, offset by increased activity in Latin America.

OnNorth ~~May~~America 24proprietary seismic data acquisition operating expenses for the year ended December 31, ~~2011~~2012 totaled $96.5 million, ~~the~~or ~~RBC~~80% ~~Revolving~~of ~~Credit~~North ~~Facility~~America ~~was~~proprietary ~~assigned~~seismic todata ~~the~~acquisition ~~Lenders~~revenue, compared to $141. ~~Upon~~0 ~~the~~million, ~~assignment~~or 82% of North America proprietary seismic data acquisition revenue, for the ~~RBC~~same ~~Revolving~~period ~~Credit~~in ~~Facility~~2011. The decrease in operating expenses is primarily due to a decrease in reimbursable expenses in the ~~Lenders,~~U.S. wedue ~~borrowed~~to ~~$48~~lower overall crew activity levels in North America combined with few reimbursable costs paid to subcontractors. North America proprietary seismic acquisition operating expenses also include a $3.9 million ~~under~~gain related to a transaction during the ~~credit~~first ~~facility~~quarter of 2012 in which we exchanged, ~~used~~in toa ~~repay~~reciprocal ~~the~~transfer, ~~RBC~~certain ~~Revolving~~equipment ~~Credit~~with ~~Facility~~a ~~and~~third ~~for~~party. ~~general~~See ~~working~~note ~~capital~~2 ~~purposes~~to our consolidated financial statements.

WeInternational ~~entered~~proprietary ~~into~~seismic adata ~~$50.0~~acquisition ~~million~~operating ~~amended~~expenses ~~and restated credit agreement~~ for the ~~Whitebox~~year ~~Revolving~~ended ~~Credit Facility with the Lenders on August 12~~December 31, ~~2011. In~~2012 ~~connection~~totaled ~~with this agreement, we paid a closing fee of~~ $1314.74 million ~~in cash. In addition~~, weor ~~paid~~82% aof ~~$4.0~~international ~~million~~seismic ~~advisory~~data ~~fee~~acquisition ~~by issuing 1~~revenue,~~041,668~~ ~~shares~~compared ofto ~~our common stock (“Advisory Shares”) valued at~~ $3455.844 ~~per share~~million, or 9598% of ~~the~~international ~~volume~~seismic ~~weighted~~data ~~average~~acquisition ~~price~~revenue, offor the ~~common~~same ~~stock over the trailing 10-day~~ period ~~following~~in ~~the execution of the amended and restated credit agreement. The stock was issued on August 29,~~ 2011. The ~~issuance~~decrease ofin ~~the~~operating ~~Advisory~~expenses ~~Shares~~was ~~impacted~~primarily the ~~conversion~~result ~~and~~of ~~exercise~~decreased ~~prices~~activity ofin the ~~Series~~Asia BPacific ~~Preferred Stock~~region, ~~the~~reduced ~~2008~~operating ~~Warrants~~expenses and ~~the~~efficiency ~~2010~~improvements ~~Warrants~~in Angola, ~~which~~Mexico ~~are~~and ~~subject~~Suriname. During to2012, anwe ~~anti-dilution~~also ~~adjustment~~recorded inrestructuring ~~the~~costs ~~event the Company issues shares~~ of ~~common stock for a consideration less than the applicable conversion or exercise price~~$5. ~~The~~6 ~~conversion~~million ~~price~~related ofto ~~the~~exiting ~~Series B Preferred Stock~~ and ~~the~~relocation ~~exercise price~~ of ~~the~~certain ~~2008~~business ~~Warrants~~activities ~~were~~primarily ~~reduced to $15.95 per share and $9.05 per share, respectively,~~ in ~~accordance~~North ~~with~~Africa ~~an anti-dilution formula~~ and the ~~exercise~~Middle ~~price~~East ofrelated ~~the 2010 Warrants was reduced~~ to ~~$3.84 per share, or~~ the ~~issue~~international ~~price~~proprietary ofseismic ~~the~~data ~~Advisory Shares~~segment. ~~The~~ See ~~closing~~note ~~fee~~21 ~~and~~for ~~the~~restructuring ~~advisory~~costs ~~fee~~related ~~were~~to ~~recorded~~exiting ~~as deferred financing costs~~ and ~~will~~relocation ~~be amortized through the maturity date~~ of ~~this~~certain ~~agreement~~business activities.

~~Borrowings~~ We ~~outstanding~~capitalize ~~under~~ the ~~facility~~majority ~~bear~~of ~~interest~~operating atcosts ~~11.125%;~~directly ~~amounts~~associated inwith ~~excess~~acquiring ofand ~~the~~processing ~~amount~~multi-client ~~outstanding~~data and ~~the~~amortize ~~total~~them ~~amount~~based ~~available~~on ofa ~~$50.0~~specific ~~million~~formula ~~are~~driven ~~subject~~by toactual ansales ~~unused~~and ~~commitment~~expected ~~fee~~late ~~of 11~~sales.~~125%.~~ ~~Accordingly,~~Costs wethat ~~will~~are ~~incur~~not ~~interest~~capitalized ~~costs~~generally ofrepresent ~~approximately~~costs ~~$5.6~~incurred ~~million~~to ~~per~~deliver ~~year~~the inprojects’ ~~connection~~data ~~with~~and ~~the~~certain ~~Whitebox~~expenses ~~Revolving~~reimbursed ~~Credit~~by ~~Facility~~our ~~regardless~~clients. These ofcosts ~~our~~totaled ~~borrowing level~~$6. ~~The~~7 ~~facility~~million ~~does~~and ~~not~~$0.5 ~~provide~~million for the ~~issuance~~years ofended ~~letters~~December 31, of2012 ~~credit~~ and ~~will mature on September 1~~2011, ~~2014~~respectively. ~~Borrowings~~Costs ~~under~~during ~~the~~2012 ~~facility~~include ~~are~~a ~~secured~~loss ~~by certain~~ of ~~our and our subsidiaries’ U~~$5.S.1 ~~assets~~million ~~and~~incurred ~~the~~in ~~pledge~~connection ofwith ~~a portion of~~ the ~~stock~~sale of certain ofNorth ~~our~~America ~~foreign~~seismic ~~subsidiaries. There~~data ~~are~~during ~~no scheduled amortization or commitment reductions prior to maturity but we are required to prepay~~ the ~~facility~~first ~~with~~quarter ~~proceeds~~of ~~from certain asset sales~~2012. We See ~~have~~Depreciation ~~the~~and ~~option~~Amortization tobelow ~~prepay~~for ~~the~~discussion ~~facility~~on ~~upon~~our ~~the~~multi-client ~~issuance~~seismic ofdata ~~certain~~acquisition ~~equity~~business ~~securities~~amortization ~~or after the first year, subject to a reduction fee schedule~~expense. ~~The facility has no financial maintenance covenants.~~

Until August 12, 2011, when the amended and restated credit agreement was executed, we incurred interest and fees on the Whitebox Revolving Credit Facility based on the terms of the RBC Revolving Credit Facility, as amended. Accordingly, we incurred a ticking fee of 1% per quarter based on the maximum availability under the facility, a 1.5% fee for unused commitments and borrowings bore interest at a floating rate based on a specific formula. The interest rate based on this formula was 8.75% during the period between May 24, 2011 and August 12, 2011.33

~~RBC~~Table ~~Revolving~~of ~~Credit Facility~~Contents

OnSeismic ~~February~~data ~~12,~~processing ~~2010,~~and weintegrated ~~entered~~reservoir ~~into~~geosciences aoperating expenses totaled $5012.04 million, ~~revolving~~or ~~credit~~84% ~~and letters~~ of ~~credit~~seismic ~~facility,~~data ~~with~~processing aand ~~group~~integrated ofreservoir ~~lenders~~geosciences ~~led~~revenue byfor ~~RBC. In~~ the ~~period~~year ~~between~~ended ~~June~~December 31, ~~2010 and April 2011~~2012, wecompared ~~entered~~to ~~into Amendments No~~$11.9 1million, ~~No.~~or 2,84% ~~No.~~of 3seismic ~~and~~data ~~No.~~processing 4and tointegrated ~~the~~reservoir ~~RBC~~geosciences ~~Revolving~~revenue ~~Credit~~for ~~Facility. Borrowings outstanding under~~ the ~~RBC~~same ~~Revolving~~period ~~Credit~~in ~~Facility~~2011. The ~~bore~~increase ~~interest~~was atprimarily arelated ~~floating~~to ~~rate~~increase ~~based~~in onbad adebt ~~specific~~offset ~~formula. At~~by ~~December~~decreases ~~31,~~in ~~2010~~professional and ~~through~~contract ~~May 24, 2011, the rate was 8~~services.~~75%.~~

OnThe ~~May~~expense ~~24,~~information ~~2011,~~above ~~RBC~~includes ~~and~~inter-segment ~~the~~expense ~~other~~between ~~lenders~~seismic ~~assigned~~data ~~their~~processing ~~rights~~ and ~~obligations~~integrated ~~under~~reservoir ~~the~~geosciences ~~RBC Revolving Credit Facility to the Lenders~~ and ~~received~~other ~~full~~segments ~~payment~~totaling ~~of the~~ $295.86 million ~~outstanding under the facility plus unpaid accrued interest~~ and ~~fees for a total payment of~~ $305.5 million~~. We~~ ~~did~~for ~~not incur any pre-payment fees or penalties related to~~ the ~~retirement~~years ofended ~~the~~December 31, ~~RBC~~2012 ~~Revolving~~and ~~Credit Facility. We wrote off $1.1 million of deferred financing costs associated with the early extinguishment of the RBC Revolving Credit Facility~~2011, ~~which is included in other income (expense) in our consolidated statement of operations~~respectively.

~~Short~~Depreciation and Amortization Expense. Depreciation and amortization expense for the year ended December 31, 2012 totaled $123.9 million, compared to $158.4 million for the same period in 2011, a decrease of $34.5 million, or 21%. The decrease was primarily the result of decreased acquisition of new pre-~~term~~funded ~~Project~~projects. Amortization ~~Financing~~of —multi-client ~~Line~~data for the year ended December 31, 2012 totaled $53.3 million, or approximately 64% of ~~Credit~~multi-client ~~Agreement~~revenues, compared to $85.0 million, or approximately 71% of multi-client revenues for the same period in 2011. The decrease as a percentage of multi-client revenues is primarily the result of improved margins on new pre-funding projects combined with favorable mix of late sales during 2012 as compared to 2011.

OnGeneral ~~November~~and 22Administrative Expense. General and administrative expense for the year ended December 31, ~~2011~~2012 totaled $65.5 million, ~~one~~or 11% of ~~our~~revenues, ~~subsidiaries~~compared into ~~Latin~~$75.6 ~~America~~million, ~~entered~~or ~~into~~10% aof ~~short-term~~revenues ~~project~~for ~~financing~~the ~~agreement~~same ~~secured~~period byin 2011. The decrease was primarily the ~~cash~~result ~~flows~~of ~~generated~~continuing cost containment efforts offset by increase in professional fees of $5.6 million related to the ~~underlying~~proposed ~~project~~financial ~~contract~~restructuring. ~~The~~ See ~~cash~~notes ~~inflows~~1 and ~~outflows~~21 ~~associated~~to our consolidated financial statements related to the proposed financial restructuring and related costs.

32Asset Impairments. During 2012, we recorded impairment charges of certain cost method investments totaling $6.0 million. During 2011, we recorded impairment charges related to our multi-client seismic data library of $2.4 million and goodwill impairment charges totaling $132.4 million, respectively. See note 4(g) and “Goodwill Impairment Assessment” above and note 4(d) to our consolidated financial statements.

~~Table~~Interest Expense, Net. Interest expense, net of ~~Contents~~interest income, for the year ended December 31, 2012 totaled $51.9 million, compared to $47.5 million for the same period in 2011. The increase was primarily the result of interest expense associated with our Series D Preferred Stock issued in December 2010 and additional interest expense associated with the RBC Revolving Credit Facility and the Whitebox Revolving Credit Facility. Interest expense includes dividends on mandatorily redeemable preferred stock.

~~with~~Change ~~this~~in ~~agreement~~Fair ~~and~~Value ~~the~~of ~~underlying~~Derivative ~~project contract are managed through a trust specifically set up for this purpose and required by the agreement~~Liabilities. The ~~trust’s~~gain ~~financial~~in ~~statements~~the asfair ofvalue ~~December 31, 2011 have been fully consolidated with those~~ of our ~~subsidiary~~derivative ~~and~~liabilities ~~reflected~~for ~~accordingly. The~~the ~~trust’s~~year ~~cash~~ended ~~balance at~~ December 31, ~~2011~~2012 oftotaled $05.27 million, iscompared ~~classified~~to asa ~~restricted~~gain ~~cash in our consolidated balance sheet. The maximum credit available under this agreement is $7.6 million~~ of ~~which~~ $233.13 million ~~was~~for ~~outstanding~~the atsame ~~December~~period ~~31,~~in 2011. The fair

~~Disbursements~~values ~~under the line~~ of ~~credit~~our ~~agreement~~derivative liabilities are subject to amaterial ~~fee~~changes ofprimarily ~~3.0%~~associated ~~plus~~with ~~VAT~~fluctuations ~~and~~in ~~borrowings~~the ~~outstanding~~market ~~under~~value ~~this~~of ~~agreement~~our ~~bear~~common ~~interest~~stock atwhich ~~8.0%~~declined ~~plus~~from ~~one-month~~$2.15 ~~LIBOR~~per ~~rate,~~share ~~which was 8.45%~~ at December 31, 2011 to $0. ~~The~~05 ~~agreement~~per ~~matures~~share onat December 17 31, 2012. When ~~and~~the ~~certain~~value ~~financial~~of ~~covenants~~our ~~apply~~stock asdecreases, ~~long~~so asdoes ~~amounts~~the ~~remain~~value ~~outstanding~~of ~~under~~ the ~~agreement. The~~derivative ~~Company’s~~liabilities, ~~subsidiary~~resulting ~~was not~~ in ~~compliance~~a ~~with~~gain ~~these~~for ~~covenants~~the atyear ~~December~~ended ~~31, 2011 and subsequently secured a waiver through~~ December 31, 2012.

~~Capital~~Foreign ~~Lease~~Exchange ~~Obligations~~Gains/Losses. Foreign exchange loss for the twelve months ended December 31, 2012 totaled $0.7 million, compared to a loss of $2.3 million for the same period in 2011. The loss in the twelve months ended December 31, 2012 was primarily the result of the weakening of the U.S. dollar against the foreign currencies in which we operate and ~~Vendor~~changes ~~Financing~~in balances of monetary assets and liabilities denominated in those currencies. We incurred losses on settlement of receivables and payables during the period on foreign currency denominated balances.

~~From~~Other ~~time~~Income, toNet. Other ~~time~~income, wenet ~~enter~~for ~~into~~the ~~capital~~year ~~leases~~ended ~~and~~December 31, ~~vendor~~2012 ~~financing~~totaled ~~arrangements~~$2.8 tomillion, ~~purchase~~compared ~~certain~~to ~~equipment~~$4. ~~During~~9 million for the ~~year~~same ~~ended~~period ~~December 31,~~in 2011. During 2012, we ~~entered~~recorded ~~into~~a ~~various~~$2.1 ~~capital~~million ~~leases,~~gain ~~all~~in ~~due~~connection with a loss of certain equipment experienced during 2011 which resulted from a wildfire in ~~2014~~Colorado, ~~for~~United ~~certain~~States. All ~~transportation~~insurance proceeds were used to replace the lost equipment. During ~~for~~2011, we recorded a ~~total~~$5.6 ~~purchase~~million ~~amount~~gain on the sale of a subsidiary partially offset by $61.51 million~~. See~~ ~~note~~of 6deferred tofinancing ~~our~~costs ~~consolidated~~in ~~financial~~connection ~~statements~~with the early extinguishment of the RBC Revolving Credit Facility.

~~Future~~Income ~~Capital~~Tax ~~Expenditures~~Expense. Income tax expense totaled $14.9 million for the year ended December 31, 2012, compared to $2.0 million for the same period in 2011. The increase primarily relates to the increase of the valuation allowance, taxes due in countries with deemed profit tax regimes and withholding taxes. The increase in the valuation allowance was primarily due to an increase of U.S. and foreign net operating losses.

As discussed above, we have made, and expect to continue to make, investments in capital expenditures. In 2011, we made $25.0 million in capital expenditures (including capital leases), primarily for expenditures to extend the useful life of equipment and facilities. For 2012, we expect our capital expenditures to be approximately $27.0 million, plus approved multi-client investments, the majority of which are pre-funded. Subject to our liquidity limitations, we plan these investments in 2012 to be primarily on expenditures to extend the useful life of other equipment and facilities for our seismic data acquisition segment with a smaller portion targeted towards acquiring new equipment for our seismic data processing and integrated reservoir geosciences segment.34

~~Meeting~~Table ~~Our~~of ~~Liquidity Needs~~Contents

WeAdjusted ~~anticipate~~EBITDA ~~that our current cash balances~~ and ~~cash~~Net ~~flows~~Loss. Consolidated ~~from~~Adjusted ~~operations~~EBITDA in(as ~~2012,~~defined ~~combined~~below) ~~with~~totaled ~~potential~~$106.0 ~~additional~~million ~~asset~~for ~~sales and~~ the ~~impact~~year ~~from~~ended ~~management’s other actions discussed above under “— Liquidity and Capital Resources — Liquidity and Industry Concerns”~~December 31, ~~improvement~~ ~~of international assets utilization and improvement from profit margins from operations will be adequate to meet our liquidity needs during~~ 2012~~. This expectation~~, ~~however,~~compared ~~is subject~~ to ~~risks~~$84.8 ~~that~~million for the ~~assumptions~~same ~~used~~period toin ~~prepare~~2011. The ~~our~~increase ~~forecasts~~was ~~will~~primarily ~~not~~the beresult ~~achieved~~of ~~and~~increased ~~that~~activity ~~we obtain any necessary consents or approvals~~ and ~~even~~productivity ain ~~small~~Latin ~~deviation from these assumptions could impair our ability to meet our liquidity needs given our already tight liquidity conditions~~America. ~~Certain of these risks are described under “—Item 1A. Risk Factors”.~~

~~Inflation~~North ~~and~~America ~~Competitive~~proprietary ~~Pricing~~seismic data acquisition Adjusted EBITDA for the year ended December 31, 2012 totaled $19.9 million compared to $24.3 million for the same period in 2011. The decrease was the result of decreased crew utilization offset by a $3.9 million gain on exchange of equipment during the first quarter of 2012.

WeInternational doproprietary ~~not~~seismic ~~believe~~data ~~that~~acquisition ~~inflation~~Adjusted ~~has~~EBITDA ~~had~~for athe ~~significant~~year ~~effect~~ended onDecember 31, ~~our~~2012 ~~business~~totaled $45.8 million compared to $(20.8) million for the same period in 2011. The increase was primarily the result of improved production in Mexico, ~~financial~~Angola ~~condition~~and Suriname, oroffset ~~results~~by lower activity in the Asia Pacific region and cessation of certain operations ~~during~~in ~~the~~North ~~most~~Africa ~~recent~~and ~~three~~the ~~years~~Middle East.

InMulti-client ~~times~~seismic ofdata ~~decreased~~acquisition ~~demand~~Adjusted EBITDA for the year ended December 31, ~~our~~2012 ~~business~~totaled is$74.6 ~~subject~~million compared to ~~increased~~$117.0 ~~price~~million ~~competition~~for the same period in 2011. ~~Increased~~The ~~competition~~decrease ~~could~~was ~~result~~primarily due to permit delays in ~~downward~~certain ~~pricing~~areas ~~pressure~~of the U.S, decrease in projects due to lower gas prices and ~~the~~a $5.1 million loss incurred in the first quarter of ~~market~~2012 ~~share~~related to the sale of certain seismic data.

~~Foreign~~Seismic ~~Currency~~data ~~Exchange~~processing ~~Risk~~and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2012 totaled $2.4 million compared to $2.1 million for the same period in 2011. The increase was primarily the result of improved business mix, pricing and productivity factors.

WeThe ~~operate~~corporate incomponents ~~certain countries where we are exposed to foreign currency exchange risk. As the majority~~ of our ~~contracts~~operations are ~~denominated~~not inconsidered ~~U.S. dollars, when possible, we mitigate this risk by entering into split-dollar contracts. Under~~ a ~~split-dollar~~separate ~~contract,~~operating ~~each client invoice is split into a local currency payment and a U~~segment.S. dollar payment. The local currency payment is collected locally and used to fund local expenditures, while the U.S. dollar payment is made directly to a U.S. dollar denominated bank account. This reduces our exposure to foreign currency risks.

~~Results~~We had a loss applicable to common stockholders of ~~Operations~~$(93.1) million, or $(4.89) per common share, for the year ended December 31, 2012, compared to a loss applicable to common stockholders of $(231.3) million, or $(12.70) per common share, for the same period in 2011. The decrease in our net loss applicable to common stock holders resulted primarily from the same variables impacting Adjusted EBITDA, the decrease in multi-client amortization expense, the increase in interest expense partially offset by gains in the fair value of our derivative liabilities all described above.

We ~~primarily~~define ~~segregate~~Adjusted ~~our~~EBITDA ~~business~~as ~~into~~Net ~~two~~Income ~~reportable~~(Loss) ~~segments:~~(the ~~seismic~~most ~~data~~directly ~~acquisition~~generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and ~~seismic~~other ~~data~~income/expense), ~~processing~~Asset Impairments and ~~integrated~~Depreciation ~~reservoir~~and ~~geosciences~~Amortization. We“Adjusted ~~further~~EBITDA”, ~~break~~as ~~down~~used ~~our~~and ~~seismic~~defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data ~~acquisition~~prepared ~~segment~~in ~~into~~accordance ~~three~~with ~~reporting~~GAAP. However, ~~units~~we believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure: ~~North~~(1) ~~America~~is ~~proprietary~~widely ~~seismic~~used ~~data~~by ~~acquisition~~investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, ~~international~~which ~~proprietary~~can ~~seismic~~vary ~~data~~substantially ~~acquisition~~from company to company depending upon accounting methods and ~~multi~~book value of assets, capital structure and the method by which assets were acquired, among other factors; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from its operating structure; and (3) is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-~~client~~recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.

3335

Table of Contents

~~data acquisition business.~~ The ~~North~~reconciliation ~~America~~from ~~and~~net ~~international~~loss ~~proprietary~~applicable ~~seismic~~to ~~data~~common ~~acquisition~~stockholders ~~reporting~~to ~~units~~Adjusted ~~acquire~~EBITDA ~~data~~is ~~for~~as ~~customers~~follows ~~by conducting specific seismic shooting operations for customers worldwide. The multi-client seismic data acquisition business licenses fully or jointly owned seismic data, covering areas~~ (in the United States, Canada and Brazil. The seismic data processing and integrated reservoir geosciences segment operates processing centers in Houston, Texas and London, United Kingdom to process seismic data for oil and gas exploration companies worldwide.thousands):

Summary of Overall Performance for 2011



	Year Ended December 31,
	2012			2011
Loss applicable to common stockholders	$	(93,063	)	$	(231,251	)
Preferred stock dividends and accretion costs	10,102			9,198
Net loss	(82,961		)	(222,053		)
Provision for income taxes	14,918			2,040
Interest expense, net of interest income	51,864			47,540
Other (income) expense, net (as defined above)	(7,802		)	(35,825		)
Asset impairments	6,049			134,756
Depreciation and amortization (1)	123,924			158,388
Adjusted EBITDA	$	105,992		$	84,846

~~Our~~ ____________________________________________________________________________________________(1) ~~revenues~~Includes ~~for 2011 increased significantly from 2010, reflecting an increase in seismic data acquisition work~~$53. We3 ~~believe~~million ~~this increase in seismic acquisition activity reflects higher demand for oil~~ and ~~gas~~$85.0 asmillion, ~~well as improved market conditions~~respectively, ~~primarily~~ in ~~the~~amortization ~~United~~expense ~~States~~related ~~and Canada. While our operating expenses grew~~ to ~~reflect the increased level of activity during 2011, we also experienced higher operating costs due to a variety of reasons as explained below, causing~~ our ~~operating~~multi-client ~~results~~seismic todata beacquisition ~~well below expectations and increasing our net loss~~business.

Results of Operations for Year Ended December 31, 2011 compared to 2010

Operating Revenues. Consolidated revenues for the year ended December 31, 2011 totaled $763.7 million compared to $558.1 million for the same period in 2010, an increase of ~~37%~~$205.6 million. The increase was attributable to increased activity due to improved market fundamentals in North America, increased contribution from the multi-client data acquisition business in the United States, higher asset utilization in certain international regions and the addition of PGS Onshore assets.

For the year ended December 31, 2011, seismic data acquisition revenue totaled $755.1 million compared to $549.1 million for the same period in 2010, ana ~~increase~~decrease of 38%. This increase in seismic data acquisition revenue was a result of an increase of $113.7 million in our international proprietary seismic data acquisition operations, an increase of $43.9 million in our North America proprietary seismic data acquisition operations and an increase of $48.4 million in our multi-client seismic data acquisition business.

North America proprietary seismic data acquisition revenues for the year ended December 31, 2011 totaled $172.7 million, or 23% of consolidated seismic data acquisition revenue, compared to $128.8 million, or 23% of consolidated seismic data acquisition revenue, for the same period in 2010. The dollar increase was primarily the result of improved market conditions in the United States, increased activity in our Canadian operations and an overall increase in third-party reimbursable charges primarily resulting from variations in the usage mix of specialized survey technologies versus dynamite energy sources as compared to 2010.

International proprietary seismic data acquisition revenues for the year ended December 31, 2011 totaled $462.9 million, or 61% of consolidated seismic data acquisition revenue, compared to $349.2 million, or 64% of consolidated seismic data acquisition revenue, for the same period in 2010. The increase in revenues was attributed to increased activity due to improved market conditions or changes in the types of surveys performed in Brunei, Australia, Malaysia, Angola, Algeria, UAE, Brazil, Bolivia, Mexico and Peru partially offset by a decrease in activity or changes in the types of surveys performed in Bangladesh, Indonesia, Egypt, Libya, Gabon, Cameroon, Colombia and Trinidad.

Multi-client seismic data acquisition revenues for the year ended December 31, 2011 totaled $119.5 million, or 16% of consolidated seismic data acquisition revenue, compared to $71.1 million or 13% of consolidated seismic data acquisition revenue, for the same period in 2010. The dollar increase was primarily the result of increased pre-funding activity in the Midwestern U.S. during 2011, partially offset by a decrease in data library late sales driven primarily by the decline in natural gas prices during 2011 which has impacted our customers’ interest in certain regions.

Seismic data processing and integrated reservoir geosciences revenues increased to $14.1 million for the year ended December 31, 2011, from $11.8 million for the same period in 2010. The increase was primarily the result of increased volume, improved pricing and business mix factors.

The revenue information above includes inter-segment revenues between seismic data processing and integrated reservoir geosciences and other segments totaling $5.5 million and $2.8 million for the years ended December 31, 2011 and 2010, respectively.36

~~Operating~~Table ~~Expenses. Consolidated direct operating costs totaled $603.3 million for the year ended December 31, 2011, compared to $455.9 million for the same period in 2010, an increase~~ of ~~32%. The increase was primarily a reflection of increased activity across all areas.~~Contents

~~Seismic~~The ~~data~~revenue ~~acquisition~~information ~~operating~~above ~~expenses~~includes ~~totaled~~inter-segment ~~$596.9~~revenues ~~million~~between ~~for~~seismic ~~the~~data ~~year~~processing ~~ended~~and ~~December~~integrated ~~31,~~reservoir ~~2011,~~geosciences ~~compared~~and toother segments totaling $~~447~~5.05 million and $2.8 million for the ~~same~~years ~~period~~ended ~~in 2010~~December 31, an2011 ~~increase~~and of2010, ~~34%~~respectively. ~~Seismic data acquisition operating expenses as a~~

34Operating Expenses. Consolidated direct operating costs totaled $603.3 million for the year ended December 31, 2011, compared to $455.9 million for the same period in 2010, a increase of 32%. The increase was primarily a reflection of increased activity across all areas.

~~Table~~Seismic data acquisition operating expenses totaled $596.9 million for the year ended December 31, 2011, compared to $447.0 million for the same period in 2010, an increase of ~~Contents~~34%. Seismic data acquisition operating expenses as a

percentage of seismic data acquisition revenue were 79% for the year ended December 31, 2011, as compared to 81% for the same period in 2010.

North America proprietary seismic data acquisition operating expenses for the year ended December 31, 2011 totaled $141.0 million, or 82% of North America proprietary seismic data acquisition revenue, compared to $118.9 million, or 92% of North America proprietary seismic data acquisition revenue, for the same period in 2010. The decrease in expenses as a percentage of revenues is a reflection of improved pricing and improved crew utilization and productivity. The dollar increase is primarily the result of increased sales volume and an overall increase in third-party reimbursable charges resulting from variations in the usage mix of specialized survey technologies versus dynamite energy sources as compared to 2010.

International proprietary seismic data acquisition operating expenses for the year ended December 31, 2011 totaled $455.4 million, or 98% of international seismic data acquisition revenue, compared to $326.4 million, or 93% of international seismic data acquisition revenue, for the same period in 2010. The dollar increase in operating expenses was primarily the result of increased activity or changes in the types of surveys performed in Brunei, Australia, Angola, Algeria, UAE, Brazil, Bolivia, Mexico and Peru. Operating expenses in Australia were also affected by delays caused by inclement weather, which led to postponement in obtaining necessary environmental permits and client requests. Additionally, operating expenses were impacted by increased idle time due to civil unrest in North Africa, weather downtime in Mexico and Brazil during the first six months of 2011, weather downtime in Peru during the fourth quarter of 2011, additional operating costs in Mexico following the liftboat incident and a provision related to certain employment taxes for third country nationals performing work in certain countries.

We capitalize the majority of operating costs directly associated with acquiring and processing multi-client data and amortize them based on a specific formula driven by actual sales and expected late sales. Costs that are not capitalized generally represent costs incurred to deliver the projects’ data and certain expenses reimbursed by our clients. These costs totaled $0.5 million and $1.7 million for the years ended December 31, 2011 and 2010, respectively. See Depreciation and Amortization below for discussion on our multi-client seismic data acquisition business amortization expense.

Seismic data processing and integrated reservoir geosciences operating expenses totaled $11.9 million, or 84% of seismic data processing and integrated reservoir geosciences revenue for the year ended December 31, 2011, compared to $11.7 million, or 99% of seismic data processing and integrated reservoir geosciences revenue for the same period in 2010. With improved business mix and productivity factors during 2011, expenses were stable while revenue grew 19%.

The expense information above includes inter-segment expense between seismic data processing and integrated reservoir geosciences and other segments totaling $5.5 million and $2.8 million for the years ended December 31, 2011 and 2010, respectively.

Depreciation and Amortization Expense. Depreciation and amortization expense for the year ended December 31, 2011 totaled $158.4 million, compared to $112.9 million for the same period in 2010, an increase of $45.5 million, or 40%. The increase was primarily the result of the expansion and increased sales of our multi-client data library. Amortization of multi-client data for the year ended December 31, 2011 totaled $85.0 million, or approximately 71% of multi-client revenues, compared to $38.0 million, or approximately 53% of multi-client revenues for the same period in 2010. The increase as a percentage of multi-client revenues is primarily the result of a higher volume of pre-funded projects which had higher amortization rates and lower late sales during 2011 as compared to 2010.

General and Administrative Expense. General and administrative expense for the year ended December 31, 2011 totaled $75.6 million, or 10% of revenues, compared to $81.4 million, or 15% of revenues for the same period in 2010. The ~~dollar~~ decrease ~~was primarily the result of a decrease~~ in contract services and certain professional fees as well as the absence of integration costs incurred in 2010 related to the acquisition of PGS Onshore, which amounted to $5.2 million. The decrease in expenses was partially offset by increased salary expense.

Asset Impairments. During the year ended December 31, 2011, we recorded an impairment charge related to our multi-client seismic data library of $2.4 million and goodwill impairment charges totaling $132.4 million. See “Goodwill Impairment Assessment” above and note 4(d) to our consolidated financial statements.

~~Interest Expense, Net. Interest expense, net of interest income, for the year ended December 31, 2011 totaled $47.5 million, compared to $~~37.8 million for the same period in 2010. The increase was primarily the result of interest expense associated with our Series D Preferred Stock issued in December 2010 and additional interest expense associated with the RBC Revolving Credit Facility and the Whitebox Revolving Credit Facility. Interest expense includes dividends on mandatorily redeemable preferred stock.

~~Change~~Table ~~in Fair Value~~ of Derivative Liabilities. The gain in the fair value of our derivative liabilities for the year ended December 31, 2011 totaled $33.3 million, compared to a loss of $6.4 million for the same period in 2010. The fair Contents

35Interest Expense, Net. Interest expense, net of interest income, for the year ended December 31, 2011 totaled $47.5 million, compared to $37.8 million for the same period in 2010. The increase was primarily the result of interest expense associated with our Series D Preferred Stock issued in December 2010 and additional interest expense associated with the RBC Revolving Credit Facility and the Whitebox Revolving Credit Facility. Interest expense includes dividends on mandatorily redeemable preferred stock.

~~Table~~Change in Fair Value of ~~Contents~~Derivative Liabilities. The gain in the fair value of our derivative liabilities for the year ended December 31, 2011 totaled $33.3 million, compared to a loss of $6.4 million for the same period in 2010. The fair values of our derivatives liabilities are subject to material changes primarily associated with fluctuations in the market value of our common stock which declined from $9.29 per share at December 31, 2010 to $2.15 per share at December 31, 2011. When the value of our stock increases, so does the value of the derivative liabilities. Additionally, the change in fair value of our derivative liabilities during the year ended December 31, 2011 reflects the adjustments to the conversion price of the Series B-1 Preferred Stock and the exercise prices of the 2008 and 2010 Warrants associated with the issuance of the Advisory Shares on August 29, 2011.

~~values~~Foreign ofExchange ~~our~~Gains/Losses. Foreign ~~derivatives~~exchange ~~liabilities~~net ~~are~~loss ~~subject~~for ~~to material changes primarily associated with fluctuations in~~ the ~~market~~year ~~value~~ended ~~of our common stock which declined from $9.29 per share at~~ December 31, ~~2010~~2011 tototaled $2.153 ~~per~~million, ~~share~~compared atto ~~December~~a ~~31,~~net ~~2011. When~~gain ~~the value~~ of ~~our~~$0.4 ~~stock~~million ~~increases,~~for ~~so does~~ the ~~value~~same ofperiod ~~the~~in ~~derivative liabilities~~2010. ~~Additionally,~~The ~~the~~net ~~change~~loss in ~~fair value of our derivative liabilities during the year ended December 31,~~ 2011 ~~reflects~~was ~~the~~primarily ~~adjustments to~~ the ~~conversion~~result ~~price~~ of ~~the~~exchange ~~Series~~rates ~~B-1~~weakening ~~Preferred~~in ~~Stock and~~ the ~~exercise~~Latin ~~prices~~America ofregion, ~~the~~where ~~2008~~local ~~and~~currency ~~2010~~denominated ~~Warrants~~monetary ~~associated~~assets ~~with~~exceeded ~~the~~our ~~issuance~~local ofcurrency ~~the~~denominated ~~Advisory~~monetary ~~Shares on August 29, 2011~~liabilities.

~~Foreign~~Other, ~~Exchange~~Income ~~Gains/Losses~~Net. ~~Foreign~~Other ~~exchange~~income, net ~~loss~~ for the year ended December 31, 2011 totaled $24.39 million, compared to ~~a net gain of~~ $02.41 million for the same period in 2010. The ~~net~~increase ~~loss~~was primarily the result of the $5.6 million gain on the sale of a Colombian subsidiary recorded in the third quarter of 2011 ~~was~~partially ~~primarily~~offset by a $1.1 million of deferred financing costs written off in connection with the early extinguishment of the RBC Revolving Credit Facility. During the second quarter of 2011, we experienced a loss of certain equipment as a result of ~~exchange~~a ~~rates~~wildfire ~~weakening~~in Colorado, in the ~~Latin~~United ~~America~~States. ~~region~~During the year ended December 31, ~~where~~2011, ~~local~~we ~~currency~~recorded ~~denominated~~a ~~monetary~~net ~~assets~~loss ~~exceeded~~of ~~our~~$0.2 ~~local~~million ~~currency~~related ~~denominated~~to ~~monetary~~this ~~liabilities~~event, which includes insurance proceeds received of $1.5 million. We received additional insurance proceeds of $2.1 million during the first quarter of 2012 related to this event. All insurance proceeds will be used to replace the lost equipment.

~~Other,~~ Income ~~Net~~Tax Expense. ~~Other~~Income ~~income,~~tax ~~net~~expense totaled $2.0 million for the year ended December 31, 2011 ~~totaled $4.9 million~~, compared to $24.18 million for the same period in 2010. The ~~increase~~change was primarily ~~the~~due ~~result~~to ofdecreases ~~the $5.6 million gain on the sale of a Colombian subsidiary recorded~~ in ~~the~~foreign ~~third~~withholding ~~quarter~~and ofdeemed ~~2011~~profits ~~partially offset by a $1~~taxes.1 million of deferred financing costs written off in connection with the early extinguishment of the RBC Revolving Credit Facility. During the second quarter of 2011, we experienced a loss of certain equipment as a result of a wild fire in Colorado, in the United States. During the year ended December 31, 2011, we recorded a net loss of $0.2 million related to this event, which includes insurance proceeds received of $1.5 million. We received additional insurance proceeds of $2.1 million during the first quarter of 2012 related to this event. All insurance proceeds will be used to replace the lost equipment.

~~Income~~Adjusted ~~Tax~~EBITDA ~~Expense~~and Net Loss. ~~Income~~ Consolidated ~~tax~~Adjusted ~~expense~~EBITDA (as defined below) totaled $284.08 million for the year ended December 31, 2011, compared to $420.8 million for the same period in 2010. The ~~change~~increase was primarily the result of higher activity in the United States, including increased contribution from our multi-client seismic data acquisition business and increased activity in Brunei, Australia, Algeria, UAE, Brazil, Mexico, Peru and Trinidad combined with increased activity and higher than expected operating expenses in Indonesia and Angola. Additionally, general and administrative expenses decreased primarily due to ~~decreases~~the absence of integration costs incurred in ~~foreign~~2010 ~~withholding~~related ~~and~~to ~~deemed~~the ~~profits~~acquisition ~~taxes~~of PGS Onshore, which totaled $5.2 million.

~~Adjusted~~North ~~EBITDA~~America ~~and~~proprietary ~~Net~~seismic ~~Loss. Consolidated~~data acquisition Adjusted EBITDA ~~(as defined below) totaled $84.8 million~~ for the year ended December 31, 2011, totaled $24.3 million compared to $204.81 million for the same period in 2010. The increase was primarily the result of ~~higher~~improved ~~activity~~pricing ~~in the United States, including increased contribution from our multi-client seismic data acquisition business~~ and ~~increased~~improved ~~activity~~crew inproductivity ~~Brunei, Australia, Algeria, UAE, Brazil, Mexico, Peru and Trinidad combined with increased activity and higher than expected operating expenses~~ in ~~Indonesia~~2011 ~~and~~as ~~Angola. Additionally,~~compared ~~general and administrative expenses decreased primarily due~~ to ~~the absence of integration costs incurred in~~ 2010 ~~related to the acquisition of PGS Onshore, which totaled $5~~.~~2 million.~~

~~North~~International ~~America~~ proprietary seismic data acquisition Adjusted EBITDA for the year ended December 31, 2011 totaled $24(20.38) million compared to $(4.1) million for the same period in 2010. The loss increase was primarily the result of ~~improved~~changes ~~pricing~~in ~~and~~the ~~improved~~types ~~crew~~of ~~productivity~~surveys performed in 2011 which had lower margins coupled with the impact of additional costs incurred as ~~compared~~a result of weather delays and constraints in Australia and Peru, civil unrest in North Africa, costs incurred following the liftboat incident in Mexico and a provision related to ~~2010~~the potential liability for employment taxes for third country nationals performing work in certain countries.

~~International~~Multi-client ~~proprietary~~ seismic data acquisition Adjusted EBITDA for the year ended December 31, 2011 totaled $~~(20~~117.8)0 million compared to $(468.1)3 million for the same period in 2010. The ~~loss~~ increase was primarily the result of ~~changes~~increased inpre-funding ~~the~~activity ~~types of surveys performed~~ in 2011 ~~which had lower margins coupled with the impact of additional costs incurred~~ as acompared ~~result of weather delays and constraints in Australia and Peru, civil unrest in North Africa, costs incurred following the liftboat incident in Mexico and a provision related~~ to ~~the potential liability for employment taxes for third country nationals performing work in certain countries~~2010.

~~Multi-client~~Seismic ~~seismic~~ data ~~acquisition~~processing and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2011 totaled $~~117~~2.01 million compared to $~~68.3~~0 million for the same period in 2010. ~~The increase was primarily the result of increased pre-funding activity in 2011 as compared to 2010.~~

Seismic data processing and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2011 totaled $2.1 million compared to $0 million for the same period in 2010. The increase was primarily the result of improved business mix, pricing and productivity factors.38

~~The~~Table ~~corporate components~~ of ~~our operations are not considered a separate operating segment.~~Contents

We had a loss applicable to common stockholders of $231.3 million, or ($12.70) per common share, for the year ended December 31, 2011, compared to a loss applicable to common stockholders of $147.5 million, or ($8.46) per common share, for the same period in 2010. The ~~increase~~corporate incomponents our net loss applicable to common stock holders resulted primarily from the same variables impacting Adjusted EBITDA, the increase in multi-client amortization expense, the increase in interest expense and the goodwill and multi-client data library impairment charges offset by gains in the fair value of our ~~derivative~~operations ~~liabilities~~are ~~and~~not ~~gains~~considered ona ~~the~~separate ~~sale~~operating ~~of certain non-core assets, all described above~~segment.

36We had a loss applicable to common stockholders of $231.3 million, or ($12.70) per common share, for the year ended December 31, 2011, compared to a loss applicable to common stockholders of $147.5 million, or ($8.46) per common share, for the same period in 2010. The increase in our net loss applicable to common stock holders resulted primarily from the same variables impacting Adjusted EBITDA, the increase in multi-client amortization expense, the increase in interest expense and the goodwill and multi-client data library impairment charges offset by gains in the fair value of our derivative liabilities and gains on the sale of certain non-core assets, all described above.

~~Table~~We define Adjusted EBITDA as Net Income (Loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of ~~Contents~~debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization. “Adjusted EBITDA”, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, we believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure: (1) is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from its operating structure; and (3) is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.

WeThe ~~define~~reconciliation Adjusted EBITDA as Net Income (Loss) (the most directly generally accepted accounting principle or “GAAP” financial measure) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Asset Impairments and Depreciation and Amortization. “Adjusted EBITDA”, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net ~~income or~~ loss, ~~cash~~applicable ~~flows~~to ~~provided~~common bystockholders orto ~~used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, we believe~~ Adjusted EBITDA is ~~useful~~as tofollows ~~an investor in evaluating our operating performance because this measure:~~ (~~1) is widely used by investors~~ in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (2thousands) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from its operating structure; and (3) is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies.:

The reconciliation from net loss applicable to common stockholders to Adjusted EBITDA is as follows (in thousands):



	Year Ended December 31,
	2011			2010
Loss applicable to common stockholders	$	(231,251	)	$	(147,534	)
Preferred stock dividends and accretion costs	(9,198		)	8,850
Net loss	(222,053		)	(138,684		)
Provision for income taxes	2,040			4,810
Interest expense, net of interest income	47,540			37,827
Other (income) expense, net (as defined above)	(35,825		)	3,991
Asset impairments	134,756			—
Depreciation and amortization (1)	158,388			112,897
Adjusted EBITDA	$	84,846		$	20,841

	Year Ended December 31,
	2011			2010
Loss applicable to common stockholders	$	(231,251	)	$	(147,534	)
Preferred stock dividends and accretion costs	9,198			8,850
Net loss	(222,053		)	(138,684		)
Provision for income taxes	2,040			4,810
Interest expense, net of interest income	47,540			37,827
Other (income) expense, net (as defined above)	(35,825		)	3,991
Asset impairments	134,756			—
Depreciation and amortization (1)	158,388			112,897
Adjusted EBITDA	$	84,846		$	20,841

____________________________________________________________________________________________

(1) Includes $85.0 million and $38.0 million, respectively, in amortization expense related to our multi-client seismic data acquisition business.

~~Results~~Off-Balance ofSheet ~~Operations for Year Ended December 31, 2010 compared to 2009~~Arrangements

~~Operating~~We ~~Revenues. Consolidated~~had ~~revenues~~no off-balance sheet arrangements for the year ended December 31, ~~2010~~2012 ~~totaled~~that ~~$558.1~~have ~~million~~or asare ~~compared~~reasonably likely to ~~$511.0~~have ~~million~~a ~~for~~current ~~the~~or ~~same~~future ~~period~~effect inon ~~2009,~~our anfinancial ~~increase~~condition, ofchanges ~~9%. The~~in ~~increase~~financial incondition, revenues ~~was~~or ~~primarily~~expenses, ~~driven~~results ~~by the addition~~ of ~~the PGS Onshore~~ operations, ~~and~~liquidity, ~~the~~capital ~~contribution~~expenditures, ~~from~~or ~~the~~capital ~~multi-client~~resources ~~seismic~~that ~~data~~are ~~acquisition~~material ~~business~~to ~~in the U~~investors.S.

For the year ended December 31, 2010, seismic data acquisition revenue totaled $549.1 million compared to $500.3 million for the same period in 2009, an increase of 10%. This increase in seismic data acquisition revenue was a result of an increase of $55.9 million in our North America proprietary seismic data acquisition international operations, a decrease of $67.9 million in our international proprietary seismic data acquisition operations and an increase of $60.8 million in our multi-client seismic data acquisition business.39

~~North~~Table ~~America proprietary seismic data acquisition revenues totaled $128.8 million, or 23%~~ of consolidated seismic data acquisition revenue, compared to $72.9 million, or 15% of consolidated seismic data acquisition revenue, for the same period in 2009. The increase was primarily a result of higher crew utilization.Contents

~~International~~Contractual seismic data acquisition revenues were negatively impacted by lower utilization rates from a job mix that included less shallow water work, project commencement delays and weather downtime. International proprietary seismic data acquisition revenues for the year ended December 31, 2010 totaled $349.2 million, or 64% of total seismic dataObligations

37The following tables summarize our obligations and commitments to make future payments of principal and interest under our long-term debt, capital leases, notes payable, mandatorily redeemable preferred stock and operating leases for the periods specified as of December 31, 2012 (in thousands):

~~Table~~Contractual ofObligations ~~Contents~~Table

acquisition revenue, compared to $417.1 million, or 83% of total seismic data acquisition related revenue, for the same period in 2009.



	Total			Less than 1 year		1-3 years		4-5 years		Over 5 years
Long-Term Debt and Capital Lease Obligations	$	357,590		$	355,942	$	1,648	$	—	$	—
Interest on Long-Term Debt	34,813			34,813		—		—		—
Mandatorily Redeemable Preferred Stock(1)	85,448			—		47,611		37,837		—
Operational Leases(2)	32,234			23,880		7,098		1,256		—
Total	$	510,085		$	414,635	$	56,357	$	39,093	$	—
Discount on Long-Term Debt and Mandatory Redeemable Preferred Stock	(24,509		)
Total, Net of Discount	$	485,576

Multi-client seismic data acquisition revenues for the year ended December 31, 2010 totaled $71.1 million, or 13% of consolidated seismic data acquisition revenue, compared to $10.3 million, or 2% of consolidated seismic data acquisition revenue, for the same period in 2009. The increase was primarily the result of increased pre-funding activity as well as increased late sales. _____________________________________________

~~Seismic~~(1) ~~data~~Includes ~~processing~~accrued ~~and integrated reservoir geosciences revenues for the year ended December 31, 2010 totaled $11~~interest.8 million compared to $13.2 million for the same period in 2009, a decrease of 11%. The decline in revenue was the result of depressed pricing in North America and internationally. Additionally, the revenue generated from proprietary seismic data processing work declined slightly due to our increased focus on multi-client work in the United States.

~~The~~(2) ~~revenue~~Includes ~~information~~minimum ~~above~~obligation ~~includes~~for ~~inter-segment~~marine ~~revenues~~vessels ~~between~~on ~~seismic~~renewable ~~data~~12 ~~processing~~month ~~and integrated reservoir geosciences and other segments totaling $2~~time-charter.8 ~~million~~Also ~~and~~includes ~~$2.5~~impact ~~million~~of ~~for~~escalation ~~the years ended December 31~~clauses, ~~2010~~as ~~and 2009, respectively~~applicable.

~~Operating~~Amount ~~Expenses. Consolidated direct operating costs totaled $455.9 million for the year ended December 31, 2010 compared to $372.8 million for the same period in 2009, an increase~~ of ~~22%. The~~Commitment ~~increase~~Expiration inPer ~~operating expense was related to overall increased costs related to operating additional PGS Onshore crews in North America and internationally.~~Period

Seismic data acquisition operating expenses totaled $447.0 million for the year ended December 31, 2010 compared to $364.2 million for the same period in 2009, an increase of 23%. Seismic data acquisition operating expenses as a percentage of revenue were 81% for the year ended December 31, 2010 as compared to 73% for the same period in 2009. This increase in operating expenses as a percentage of revenue was the result of higher idle costs in international operations coupled with a change in our job mix globally.



	Total Amounts Committed		Less than 1 year		1-3 years		4-5 years		Over 5 years
Foreign Overdraft Facilities	$	838	$	838	$	—	$	—	$	—

~~North~~During ~~America proprietary seismic data acquisition operating expenses for the year ended December 31~~2012, ~~2010~~we ~~totaled~~entered ~~$118.9~~into ~~million,~~various orfinancing ~~92%~~activities ofas ~~total~~further ~~North~~described ~~America seismic data acquisition revenue, compared to $66.2 million, or 91% of total North America seismic data acquisition revenue, for the same period~~ in ~~2009. The~~“— ~~costs~~Liquidity asand aCapital ~~percentage of revenue increased due to increased operating costs as a result of the PGS Onshore acquisition~~Resources.”

~~International~~Critical ~~proprietary~~Accounting seismic data acquisition operating expenses for the year ended December 31, 2010 totaled $326.4 million, or 93% of total international seismic data acquisition revenue, compared to $298.0 million, or 71% of total international seismic data acquisition revenue, for the same period in 2009. International operating expenses were higher as a result of decreased activity levels due to delays in project awards and project commencements and higher as a percentage of revenue due to certain fixed costs for idle crews and vessels.Policies

WeA ~~capitalize~~critical accounting policy is one that is both important to the ~~majority~~presentation of ~~operating~~our ~~costs~~financial ~~directly~~condition ~~associated~~and ~~with~~results ~~acquiring~~of operations and ~~processing~~requires ~~multi-client~~management ~~data~~to ~~and~~make ~~amortize~~difficult, ~~them~~subjective ~~based~~or oncomplex aaccounting ~~specific~~estimates. An ~~formula~~accounting ~~driven~~estimate is an approximation made by ~~actual~~management ~~sales~~of ~~and~~a ~~expected~~financial ~~late~~statement ~~sales~~element, item or account in the financial statements. ~~Costs~~Accounting estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability. The accounting estimates described below require us to make assumptions about matters that are ~~not~~highly ~~capitalized~~uncertain ~~generally~~at ~~represent~~the ~~costs~~time ~~incurred~~the estimate is made. Additionally, different estimates that we could have used or changes in an accounting estimate that are reasonably likely to ~~deliver~~occur ~~the~~could ~~projects’~~have ~~data~~a ~~and~~material ~~certain~~impact ~~expenses~~on ~~reimbursed~~the bypresentation of our ~~clients~~financial condition or results of operations. The ~~These~~circumstances ~~costs~~that ~~totaled~~make $1these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain.7 Estimates ~~million~~and assumptions about future events and $0their effects cannot be predicted with certainty.0 We ~~million~~base ~~for~~our estimates on historical experience and on various other assumptions that we believe to be reasonable under the ~~years~~circumstances, ~~ended~~the ~~December~~results 31of which form the basis for making judgments. These estimates may change as new events occur, ~~2010~~as ~~and~~more ~~2009~~experience is acquired, ~~respectively~~as additional information is obtained and as our operating environment changes. ~~See~~Our ~~Depreciation~~significant ~~and~~accounting ~~Amortization~~policies ~~Expense~~are ~~below~~discussed ~~for~~in ~~discussion~~Note 2 onto our ~~multi-client~~consolidated ~~seismic~~financial ~~data~~statements. We ~~acquisition~~believe ~~business~~the ~~amortization~~following ~~expense~~accounting policies involve the application of critical accounting estimates.

~~Seismic~~Revenue data processing and integrated reservoir geosciences operating expenses were slightly higher at $11.7 million for the year ended December 31, 2010 compared to $11.1 million for the same period in 2009. To remain competitive, we accepted lower margin jobs while processing a higher volume of data during 2010.Recognition

~~The~~Our ~~expense~~services ~~information~~are ~~above~~provided ~~includes~~under ~~inter-segment~~cancelable ~~expense~~service ~~between~~contracts. Customer ~~seismic~~contracts ~~data~~for ~~processing~~services vary in terms and ~~integrated~~conditions. ~~reservoir~~Contracts ~~geosciences~~are ~~and~~either ~~other~~“turnkey” ~~segments~~or ~~totaling~~“term” $2agreements or a combination of the two.8 Under ~~million~~turnkey ~~and~~agreements $2or the turnkey portions thereof, we recognize revenue based upon output measures as work is performed.5 This ~~million~~method requires that we recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired. With respect to those contracts where the customer pays separately for the ~~years~~mobilization ~~ended~~of ~~December~~equipment, 31we recognize such mobilization fees as revenue during the performance of the seismic data acquisition, ~~2010~~using ~~and~~the ~~2009~~same performance method as for the acquisition work. We also receive revenue for certain third party charges under the terms of the service contracts. We record amounts billed to customers in revenue as the gross amount including third party charges, ~~respectively~~if applicable, that are paid by the customer. Our turnkey or term contracts typically contain provisions which ensure we are compensated for work performed prior to any cancellation due to work not being met or work not being performed within a particular time frame. Penalties for

Depreciation and Amortization Expense. Depreciation and amortization expense for the year ended December 31, 2010 totaled $112.9 million as compared to $56.9 million for the same period in 2009, an increase of $56.0 million or 98%. This increase was primarily attributable to continued capital expenditures to support international crews along with the amortization of the multi-client data library and the purchase of $104.1 million of PGS Onshore’s fixed assets. Amortization of multi-client data library for the year ended December 31, 2010 totaled $38.0 million, or approximately 53% of multi-client revenues, compared to $6.6 million, or approximately 64% of multi-client revenues, for the same period in 2009. The decrease as a percentage of multi-client revenues is primarily the result of a lower rate of amortization on the pre-funded work and higher late sales during 2010 as compared to 2009.40

38Table of Contents

~~Table~~late delivery may be applied in certain circumstance. Where there is a risk of ~~Contents~~this happening, a provision consummate with the potential implied penalty is made. In some instances, customers are billed in advance of work performed and we recognize the liability as deferred revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenues.

~~General~~We ~~and~~account ~~Administrative Expenses. General and administrative expenses~~ for ~~the~~multi-client ~~year~~sales ~~ended December 31, 2010 were $81.4 million~~ as compared to $54.9 million for the same period in 2009, an increase of $26.5 million, or 48%. This increase was primarily due to the costs associated with the integration of the PGS Onshore acquisition including severance costs and higher salary expense associated with increased personnel levels.follows:

~~Interest~~(a)Pre-funding ~~Expense. Interest~~arrangements—We ~~expense~~obtain ~~(net~~funding offrom ~~interest~~customers ~~income)~~before a seismic project is completed. In return for the ~~year~~pre-funding, ~~ended~~the ~~December 31,~~customer ~~2010~~typically ~~increased~~gains bythe ~~$31.9 million,~~ability to direct or ~~541%~~influence the project specifications, to ~~$37.8 million~~review the data as ~~compared~~it is being processed and to ~~approximately~~pay $5discounted prices.~~9 million~~ We ~~for~~recognize pre-funding revenue as the ~~same~~services ~~period~~are inperformed ~~2009. This~~on ~~increase~~a ~~was~~proportional ~~primarily~~performance ~~due~~basis tousually ~~interest~~determined ~~expense~~by comparing the completed square miles of ~~$32.0 million~~a ~~related~~seismic survey to the ~~Notes~~survey ~~and~~size ~~respective~~unless ~~deferred~~specific ~~issue~~facts ~~costs~~ and ~~discount~~circumstances ~~accretion~~warrant another measure. ~~Interest~~Progress ~~expense~~is ~~also~~measured ~~included~~in a ~~$4.9 million~~manner ~~charge~~generally ~~related~~consistent towith the ~~mandatorily~~physical ~~redeemable~~progress ~~preferred~~on ~~stock~~the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.

~~Change~~(b)Late insales—When ~~Derivative~~we ~~Liabilities. The~~grant ~~loss~~a inlicense ~~the~~to ~~fair~~a ~~value~~customer, ~~of our derivative liabilities for~~ the ~~year~~customer ~~ended~~is ~~December 31,~~entitled ~~2010~~to ~~was~~have ~~$6.4 million~~access ~~compared~~ to a ~~loss~~specifically ofdefined ~~$7.3 million~~portion ~~for~~of the ~~same~~multi-client ~~period~~seismic indata ~~2009~~library. ~~The~~Our ~~fair~~customer’s ~~values~~license ofpayment ~~our~~is ~~derivative~~fixed ~~liabilities~~and ~~are~~determinable ~~subject~~and totypically ~~material~~is ~~changes~~required ~~primarily~~at ~~associated~~the ~~with~~time ~~fluctuations~~that in the ~~market~~license ~~value~~is ofgranted. We ~~our~~recognize ~~common~~revenue ~~stock. When~~for ~~the~~late ~~value~~sales ofwhen our ~~stock~~customer ~~increases~~executes a valid license agreement, sohas ~~does~~received the ~~value~~underlying data or has the right to access the licensed portion of the ~~derivative~~data ~~liabilities~~and collection is reasonably assured.

~~Income~~(c)Sales ~~Tax~~of ~~Expense. Provision~~data ~~for~~jointly ~~income~~owned ~~taxes~~by ~~for~~us ~~the~~and ~~year~~partner—We ~~ended~~have ~~December 31,~~jointly ~~2010~~acquired ~~was~~surveys ~~$4.8 million,~~with asa ~~compared~~partner towhereby ~~$23.3 million~~we ~~for~~share the ~~same~~costs ~~period~~of inacquisition ~~2009,~~and aearn ~~decrease~~license ~~of $18~~revenues.~~5 million, or 79%.~~ ~~The~~These ~~decrease~~revenues ~~was~~are ~~mainly~~recognized ~~due~~as tothe ~~losses~~services inare ~~foreign~~performed ~~jurisdictions. In~~on ~~addition, we recorded~~ a ~~$0.8 million~~proportional ~~interest~~performance ~~charge~~basis ~~during~~provided ~~2010~~that onall ~~the~~other ~~amounts~~revenue ~~accrued~~recognition ~~for~~criteria ~~uncertain~~are ~~tax positions~~satisfied.

~~Adjusted~~Deferred ~~EBITDA~~revenue ~~and~~consists ~~Net Loss. Adjusted EBITDA (as defined above) decreased 75% to $20.8 million for 2010 compared to $83.3 million for 2009. This decrease was due~~ primarily toof ~~decreased~~customer ~~international~~payments ~~revenues~~made ~~combined~~in ~~with~~advance ~~decreased~~of ~~activity~~work ~~levels~~done, ~~due~~progress tobillings ~~delays in project awards~~ and ~~project~~mobilization ~~commencements. In addition~~revenue, weamortized ~~had~~over ~~increased~~the ~~expenses~~term ~~from~~of the ~~PGS~~related ~~Onshore acquisition~~contract.

~~North~~Multi-Client ~~America~~Seismic ~~seismic~~Data data acquisition Adjusted EBITDA for the year ended December 31, 2010 totaled $4.1million compared to $(0.2) million for the same period in 2009. The increase was primarily the result of higher crew utilization.Library

~~International~~We capitalize all costs directly associated with acquiring and processing the seismic data, ~~acquisition~~including ~~Adjusted~~the ~~EBITDA~~depreciation ~~for~~of the ~~year~~assets ~~ended~~used ~~December 31,~~during ~~2010~~production ~~totaled~~of ~~$(4~~the surveys.1) We ~~million~~refer ~~compared~~ to ~~$98.4~~these ~~million~~costs ~~for~~as ~~the~~our ~~same~~gross ~~period~~multi-client ~~in 2009~~investment. The ~~decrease~~capitalized ~~was~~cost ~~primarily~~of ~~due~~the tomulti-client ~~higher~~data ~~operating~~is ~~expenses~~charged ~~resulting~~to ~~from~~depreciation ~~delays~~and amortization expense in ~~project~~the ~~awards~~period ~~and~~the ~~project~~sales ~~commencements~~occur ~~and~~based ~~higher~~on ~~costs~~the asgreater aof the percentage of ~~revenue~~total ~~due~~estimated costs to ~~certain~~the ~~fixed~~total ~~costs~~estimated ~~for~~sales ~~idle~~in ~~crews~~the ~~and~~first ~~vessels~~five years multiplied by actual sales, known as the sales forecast method, or the straight-line amortization method over five years. This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.

~~Multi~~We periodically review the carrying value of the multi-client ~~Adjusted~~seismic ~~EBITDA~~data library. If during any such review we determine that the future revenue for a multi-client survey is expected to be more or less than the ~~year~~original ~~ended~~estimate ~~December 31~~of total revenue, ~~2010~~we ~~totaled~~decrease ~~$68.3~~or ~~million~~increase ~~compared~~(as the case may be) the amortization rate attributable to ~~$10.3~~the ~~million~~future ~~for~~revenue from the ~~same~~multi-client ~~period~~survey. Furthermore, in ~~2009. The~~connection ~~increase~~with ~~was~~the ~~primarily~~review, we evaluate the ~~result~~recoverability of ~~increased~~the ~~pre~~multi-~~funding~~client ~~activity~~seismic asdata ~~well~~library, and if required under applicable accounting guidance, we record an impairment charge with respect to the multi-client survey. During 2011, we performed our impairment review of such assets and determined that a specific multi-client survey was fully impaired. Accordingly, we recorded an impairment charge of $2.4 million as ~~increased~~of ~~late~~December 31, ~~sales~~2011, ~~during~~which is included in asset impairments in our consolidated statement of operations. There were no impairment charges determined for 2012 or 2010.

~~Seismic~~Fair ~~data~~Value processing and integrated reservoir geosciences Adjusted EBITDA for the year ended December 31, 2010 totaled $0 million compared to $1.9 million for the same period in 2009. The decrease was primarily the result of ~~depressed~~Derivative ~~pricing~~Liabilities inand ~~North~~Other ~~America~~Financial ~~and internationally.~~Instruments

~~The~~Accounting ~~corporate~~guidance ~~components~~defines offair ~~our~~value, ~~operations~~establishes ~~are~~a ~~not~~framework ~~considered~~for ameasuring ~~separate~~fair ~~operating~~value ~~segment~~under GAAP and requires certain disclosures about fair value measurements.

We ~~had~~have aconvertible ~~loss~~preferred ~~applicable~~stock toissued and outstanding and common ~~stockholders~~stock ofwarrants ~~$147.5 million,~~that orwere ~~($8.46)~~issued ~~per~~in ~~common~~connection ~~share,~~with ~~for~~preferred ~~the~~stock ~~year~~issuances ~~ended~~in ~~December~~July ~~31,~~2008 and December 2010,. Both asthe ~~compared~~convertible topreferred astock ~~loss~~conversion ~~applicable~~feature toand ~~common~~the ~~stockholders~~warrants ofcontain ~~$34.1 million,~~a orprice ~~($3.14)~~protection ~~per~~provision ~~common~~(or ~~share,~~down-round ~~for~~provision) ~~the~~which ~~same~~reduces ~~period~~their price in ~~2009. The~~the ~~increase~~event inwe ~~our~~issue ~~net~~additional ~~loss~~shares ~~applicable~~at toa ~~stockholders~~more ~~resulted~~favorable ~~primarily~~price ~~from~~than the ~~same~~strike ~~variables~~price. The ~~impacting~~fair ~~Adjusted~~value ~~EBITDA~~of asthe ~~well~~conversion asfeature ~~the~~is ~~increase~~bifurcated infrom ~~interest~~the ~~expense~~host ~~related~~instrument toand ~~the~~recognized ~~Notes~~as ~~and~~a ~~the~~derivative ~~mandatorily~~liability ~~redeemable~~on ~~preferred~~our ~~stock~~consolidated ~~(described~~balance ~~above)~~sheet. The warrants are also

~~The reconciliation from net loss applicable to common stockholders to Adjusted EBITDA is as follows (in thousands):~~41

	Year Ended December 31,
	2010			2009
Loss applicable to common stockholders	$	(147,534	)	$	(34,125	)
Inducements paid to preferred stockholders	—			9,059
Preferred stock dividends and accretion costs	8,850			12,731
Net loss	(138,684		)	(12,335		)
Provision for income taxes	4,810			23,252
Interest expense, net of interest income	37,827			5,971
Other (income) expense, net (as defined above)	3,991			9,441
Depreciation and amortization (1)	112,897			56,921
Adjusted EBITDA	$	20,841		$	83,250

Table of Contents

39recognized at fair value as a derivative liability on our consolidated balance sheet. The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction are recognized as a discount to the preferred stock host. The discount embedded in Series B-1 Preferred Stock is accreted to the preferred stock host from our paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock. The discount embedded in Series C-1 Preferred Stock and Series D Preferred Stock is accreted to the preferred stock from the period from issuance date through the redemption date and is recorded in interest expense.

~~Table~~We ofare ~~Contents~~not a party to any hedge arrangements, commodity swap agreement or other derivative financial instruments.

~~(1) Includes $38.0 million and $6.6 million, respectively, in amortization expense related to our multi-client seismic data acquisition business.~~Goodwill

~~Off-Balance~~During ~~Sheet~~2011, ~~Arrangements~~as a result of an interim impairment test as of September 30, 2011, we recorded goodwill impairment charges totaling $132.4 million, which are included in asset impairments in our consolidated statement of operations. Accordingly, at December 31, 2012 and 2011, we had no goodwill. See note 4(d) to our consolidated financial statements.

We ~~had~~historically noperformed ~~off-balance~~impairment ~~sheet~~tests ~~arrangements~~on ~~for~~ the ~~year~~carrying ~~ended~~value of our goodwill on an annual basis as of December 31, ~~2011~~or ~~that~~more ~~have~~frequently if events occur or ~~are~~circumstances ~~reasonably~~changed that would more likely tothan ~~have~~not reduce the fair value of a ~~current~~reporting orunit ~~future~~below ~~effect~~its oncarrying ~~our~~amount. Goodwill ~~financial~~is ~~condition,~~tested ~~changes~~for inimpairment ~~financial~~at ~~condition,~~the ~~revenues~~reporting orunit ~~expenses~~level. In accordance with the applicable accounting guidance, ~~results~~we performed a two-step impairment test for goodwill. In the first step of ~~operations~~the impairment test the fair value of a reporting unit is compared to its carrying amount, ~~liquidity~~including goodwill, ~~capital~~to ~~expenditures~~determine if a potential impairment exists. If the carrying amount of the reporting unit exceeds its fair value, orthe ~~capital~~second ~~resources~~step is performed to measure the amount of impairment by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Significant judgment is involved in performing these fair value estimates since the results are ~~material~~based toon ~~investors~~forecasted assumptions.

~~Contractual~~For ~~Obligations~~the goodwill impairment tests, we use a combination of the discounted cash flow method (income approach) and the subject company market approach. The discounted cash flow method focuses on expected cash flows. In applying this approach, the expected cash flow were projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in our tests. The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit. The discount rate used represented the estimated weighted average cost of capital consistent with the risk inherent in our future cash flows. A higher discount rate decreases the net present value of cash flows. We also utilized the subject company market approach which made a comparison of our

~~The~~projections ~~following~~to ~~table~~reasonably ~~summarizes~~similar ~~our~~publicly ~~obligations~~traded ~~and~~companies. In ~~commitments~~weighting tothe ~~make~~results ~~future payments~~ of ~~principal~~the ~~and~~different ~~interest~~valuation ~~under its long-term debt~~approaches, ~~capital~~we ~~leases,~~placed ~~notes~~more ~~payable,~~emphasis ~~mandatorily~~on ~~redeemable preferred stock and operating leases for~~ the ~~periods~~income ~~specified as of December 31, 2011 (in thousands):~~approach.

~~Contractual~~An ~~Obligations~~estimate ~~Table~~of the sensitivity to net income resulting from goodwill impairment calculations is not practicable, given the numerous assumptions that can materially affect the estimates within.

	Total			Less than 1 year		1-3 years		4-5 years		Over 5 years
Long-Term Debt and Capital Lease Obligations	$	358,111		$	4,543	$	353,568	$	—	$	—
Interest on Long-Term Debt	104,438			34,813		69,625		—		—
Mandatorily Redeemable Preferred Stock(1)	76,186			—		—		76,186		—
Operational Leases(2)	43,790			32,790		8,323		2,242		435
Total	$	582,525		$	72,146	$	431,516	$	78,428	$	435
Discount on Long-Term Debt and Mandatory Redeemable Preferred Stock	(26,361		)
Total, Net of Discount	$	556,164

Long-Lived Assets

~~(1) Includes~~Estimated ~~accrued~~useful ~~interest~~lives are the mechanism by which we allocate the cost of long-lived assets over the asset’s service period. The estimated useful lives of our long-lived assets are used to compute depreciation expense and estimate expected future cash flows attributable to an asset for the purposes of impairment testing. Estimated useful lives are based, in part, on the assumption that we provide an appropriate level of required maintenance expenditures while the assets are still in operation. Without these continued expenditures, the useful lives of these assets could decrease significantly.

~~(2) Includes~~We ~~minimum~~review ~~obligation~~long-lived assets for ~~marine~~impairment ~~vessels~~annually onor ~~renewable~~whenever ~~12 month~~events ~~time-charter~~or changes in circumstances indicate the carrying amount of an asset may not be recoverable. ~~Also~~Recoverability ~~includes~~is ~~impact~~measured by a comparison of ~~escalation~~the ~~clauses~~carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, asthe ~~applicable~~impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable.

~~Amount~~Contingent ~~of Commitment Expiration Per Period~~Liabilities

		Total Amounts Committed			Less than 1 year			1-3 years			4-5 years			Over 5 years
Foreign Overdraft Facilities		$	2,361		$	2,361		$	—		$	—		$	—

We record loss contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. We consider loss contingency estimates to be critical accounting estimates because they entail significant judgment regarding probabilities and ranges of exposure, and the ultimate outcome of the proceedings is unknown and could have a

~~During 2011, we entered into various financing activities as further described in “— Liquidity and Capital Resources.”~~42

~~Critical~~Table ~~Accounting~~of ~~Policies~~Contents

Amaterial ~~critical~~adverse ~~accounting~~effect ~~policy~~on ~~is one that is both important to the presentation of~~ our ~~financial condition and~~ results of operations ~~and requires management to make difficult~~, ~~subjective~~financial orcondition ~~complex~~and ~~accounting~~cash ~~estimates~~flows. AnWe ~~accounting~~record ~~estimate~~our isbest anestimate ~~approximation made by management~~ of a ~~financial statement element~~loss, ~~item~~ or ~~account in~~ the ~~financial~~low ~~statements. Accounting~~end ~~estimates~~of in our ~~historical~~range ~~consolidated~~if ~~financial~~no ~~statements~~estimate ~~measure~~is ~~the~~better ~~effects~~than ofanother ~~past~~estimate ~~business~~within ~~transactions~~a orrange ~~events~~of estimates, orwhen the ~~present~~loss ~~status~~is ofconsidered ~~an asset or liability~~probable. ~~The~~As ~~accounting~~additional ~~estimates~~information ~~described~~becomes ~~below~~available, ~~require~~we usreassess tothe ~~make~~potential ~~assumptions~~liability ~~about~~related ~~matters~~to ~~that are highly uncertain at~~ the ~~time~~contingency ~~the~~and ~~estimate~~revises isits ~~made~~estimates. ~~Additionally,~~In ~~different~~our ~~estimates~~evaluation ~~that~~of welegal ~~could~~matters, ~~have~~management ~~used~~holds ordiscussions ~~changes~~with inapplicable anlegal ~~accounting~~counsel ~~estimate~~and ~~that~~relies ~~are~~on ~~reasonably~~analysis ~~likely~~of tocase ~~occur~~law ~~could~~and ~~have~~legal aprecedents. We ~~material~~currently ~~impact~~have onloss ~~the~~contingencies ~~presentation~~related ofto ~~our~~litigation ~~financial~~and ~~condition~~tax ormatters. See ~~results~~notes of14 ~~operations. The~~and ~~circumstances~~16 ~~that~~to ~~make~~our ~~these~~consolidated ~~judgments~~financial ~~difficult,~~statements.

40Litigation

~~Table~~We are currently involved in various legal proceedings. We estimate the range of ~~Contents~~liability through discussions with applicable legal counsel and analysis of case law and legal precedents. We record its best estimate of a loss, or the low end of our range if no estimate is better than another estimate within a range of estimates, when the loss is considered probable and can be reasonably estimated. As additional information becomes available, we reassess the potential liability related to our pending litigation and revises our estimates. Revisions in our estimates of the potential liability could materially affect the our results of operations and the ultimate resolution may be materially different from the estimates that we make. See note 16 to our consolidated financial statements.

~~subjective~~Recent ~~and/or~~Accounting complex have to do with the need to make estimates about the effect of matters that are inherently uncertain. Estimates and assumptions about future events and their effects cannot be predicted with certainty. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Our significant accounting policies are discussed in Note 2 to our consolidated financial statements. We believe the following accounting policies involve the application of critical accounting estimates.Pronouncements

~~Revenue~~See ~~Recognition~~note 2 to our consolidated financial statements.

~~Our~~Item ~~services are provided under cancelable service contracts~~7A. ~~Customer~~ ~~contracts~~Quantitative ~~for services vary in terms~~ and ~~conditions.~~Qualitative ~~Contracts~~Disclosures ~~are~~About ~~either~~Market “turnkey” or “term” agreements or a combination of the two. Under turnkey agreements or the turnkey portions thereof, we recognize revenue based upon output measures as work is performed. This method requires that we recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers acquired. With respect to those contracts where the customer pays separately for the mobilization of equipment, we recognize such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the acquisition work. We also receive revenue for certain third party charges under the terms of the service contracts. We record amounts billed to customers in revenue as the gross amount including third party charges, if applicable, that are paid by the customer. Our turnkey or term contracts generally do not contain cancellation provisions that would prevent us from being compensated for work performed prior to cancellation due to work not being met or work not being performed within a particular timeframe. In some instances, customers are billed in advance of work performed and we recognize the advance billing as deferred revenue. Taxes collected from customers and remitted to governmental authorities are excluded from our revenues.Risk

We ~~account~~are ~~for~~exposed ~~multi-client~~to ~~sales~~certain market risks arising from the use of financial instruments in the ordinary course of business. These risks arise primarily as ~~follows:~~a result of potential changes to operating concentration and credit risk and foreign currency exchange rate risks. Additionally, we are exposed to market risk with respect to our own equity securities. These risks are further discussed below.

~~(a) Pre-funding~~Concentration arrangements—We obtain funding from customers before a seismic project is completed. In return for the pre-funding, the customer typically gains the ability to direct or influence the project specifications, to access data as it is being acquired and toCredit pay discounted prices. We recognize pre-funding revenue as the services are performed on a proportional performance basis usually determined by comparing the completed square miles of a seismic survey to the survey size unless specific facts and circumstances warrant another measure. Progress is measured in a manner generally consistent with the physical progress on the project, and revenue is recognized based on the ratio of the project’s progress to date, provided that all other revenue recognition criteria are satisfied.Risk

~~(b) Late~~In ~~sales—When~~the wenormal ~~grant~~course aof ~~license to a customer~~business, ~~the~~we ~~customer~~provide iscredit ~~entitled~~terms to ~~have~~our ~~access~~customers. As toall ~~a specifically defined portion~~ of ~~the~~our ~~multi-client~~customers ~~seismic~~are ~~data~~engaged ~~library. Our~~in ~~customer’s~~the ~~license~~oil ~~payment is fixed~~ and ~~determinable~~gas ~~and~~industry, ~~typically~~they isare ~~required~~similarly ataffected ~~the~~by ~~time~~changes ~~that~~in ~~the~~economic ~~license~~and isindustry ~~granted~~conditions. WeFluctuations ~~recognize~~in ~~revenue~~commodity ~~for~~prices ~~late~~affect ~~sales~~demand ~~when~~for ~~our~~and ~~customer~~pricing ~~executes~~of aour ~~valid~~services ~~license~~and ~~agreement,~~impact ~~has received~~ the ~~underlying~~concentration ~~data or has the right to access the licensed portion~~ of ~~the~~our ~~data~~customers and ~~collection~~our isexposure ~~reasonably~~to ~~assured~~credit risk.

~~(c) Sales~~We oftypically ~~data~~provide ~~jointly~~services ~~owned~~to bya usrelatively ~~and~~small ~~partner—We~~group ~~have~~of ~~jointly~~key ~~acquired~~customers ~~surveys~~that ~~with~~account for a ~~partner~~significant ~~whereby~~percentage weof ~~share~~our accounts receivable at any given time. If any of our key clients were to terminate their contracts or fail to contract for our services in the ~~costs~~future because they are acquired, alter their exploration or development strategy, or for any other reason, our results of ~~acquisition~~operations could be affected. However, key customers change from year to year and ~~earn~~the ~~license~~largest ~~revenues~~customers in any year may not be indicative of the largest customers in any subsequent year. ~~These~~For ~~revenues~~the ~~are~~year ~~recognized~~ended asDecember 31, ~~the~~2012, ~~services~~our ~~are~~top ~~performed~~10 oncustomers arepresented ~~proportional~~69% ~~performance~~of ~~basis~~our ~~provided~~consolidated ~~that~~revenue ~~all~~for ~~other~~the period. Our largest customer accounted for 29% of our consolidated revenue ~~recognition~~for ~~criteria~~the ~~are~~year ~~satisfied~~ended December 31, 2012.

~~Deferred~~ We ~~revenue~~utilize ~~consists~~the ~~primarily~~specific ofidentification ~~customer~~method ~~payments~~for ~~made~~establishing inand ~~advance~~maintaining ofallowances ~~work~~for ~~done,~~possible ~~progress~~losses. Our ~~billings~~allowance ~~and~~for ~~mobilization~~doubtful ~~revenue~~accounts at December 31, ~~amortized~~2012 ~~over~~was ~~the~~$0.7 ~~term~~million. Our ofbad debt expense for the ~~related~~year ~~contract~~ended December 31, 2012 was $0.4 million.

~~Multi~~We have cash and restricted cash balances which, at times, may exceed federally insured limits. Restricted cash includes cash held to collateralize standby letters of credit and performance guarantees. At December 31, 2012, restricted cash also includes cash held in trust in connection with a short-~~Client~~term ~~Seismic~~project ~~Data~~financing ~~Library~~agreement entered into in November 2011. Volatility in financial markets may impact our credit risk on cash and short-term investments. At December 31, 2012, cash and cash equivalents and restricted cash totaled $41.8 million.

WeInterest ~~capitalize~~Rate all costs directly associated with acquiring and processing the seismic data, including the depreciation of the assets used during production of the surveys. We refer to these costs as our gross multi-client investment. The capitalized cost of the multi-client data is charged to depreciation and amortization expense in the period the sales occur based on the greater of the percentage of total estimated costs to the total estimated sales in the first five years multiplied by Risk

41Through August 12, 2011, we remained exposed to the impact of interest rate changes on the outstanding indebtedness under our Whitebox Revolving Credit Facility as amounts drawn under the facility continued to bear interest at a floating rate based on a specific formula as per the RBC Revolving Credit Facility, as amended. Subsequent to entering into the amended and restated credit agreement with the Lenders on August 12, 2011, we are no longer exposed to the impact of interest rate

~~Table of Contents~~43

~~actual~~Table ~~sales,~~of known as the sales forecast method, or the straight-line amortization method over five years. This minimum straight-line amortization is recorded only if minimum amortization exceeds the amortization expense calculated using the sales forecast method.Contents

Wechanges ~~periodically~~on ~~review~~ the ~~carrying~~outstanding ~~value~~indebtedness ofunder the ~~multi-client~~Whitebox ~~seismic~~Revolving ~~data~~Credit ~~library. If during any such review~~Facility, wewhich ~~determine~~has ~~that~~an ~~the~~11.125% ~~future~~fixed ~~revenue~~interest ~~for a multi-client survey is expected to be more or less than the original estimate of total revenue, we decrease or increase (as the case may be) the amortization~~ rate ~~attributable to the future revenue from the multi-client survey~~. ~~Furthermore,~~See innote ~~connection~~6 ~~with the review, we evaluate the recoverability of the multi-client seismic data library, and if required under applicable accounting guidance, we record an impairment charge with respect~~ to ~~the multi-client survey. During the fourth quarter of 2011, we performed~~ our impairment review of the carrying value of the multi-client seismic data library and determined that a specific multi-client survey was fully impaired. Accordingly, we recorded an impairment charge of $2.4 million as of December 31, 2011, which is included in asset impairments in our consolidated ~~statement~~financial ~~of operations~~statements. ~~There were no impairment charges determined for 2010 or 2009.~~

~~Fair~~We ~~Value~~are exposed to the impact of ~~Derivative~~interest ~~Liabilities~~rate ~~and~~changes ~~Other~~on ~~Financial~~the ~~Instruments~~outstanding indebtedness under our short-term project financing agreement. Amounts drawn under this line of credit bear interest at 8.0% plus one-month LIBOR rate. The impact from a hypothetical 100 basis points increase in interest rates based on the average outstanding balance of this variable debt rate would be insignificant to our consolidated financial statements.

~~Accounting~~The ~~guidance defines~~ fair market value, ~~establishes~~of afixed-rate ~~framework~~long-term ~~for~~debt ~~measuring~~increases as prevailing interest rates decrease and decreases as prevailing interest rates increase. Increases in the fair value ~~under~~of ~~GAAP~~our fixed-rate debt affect our results of operations and ~~requires~~cash ~~certain~~flows ~~disclosures~~only ~~about~~if we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value. The estimated fair value ~~measurements~~of our fixed-rate long-term debt was $150.6 million and $218.5 million at December 31, 2012 and 2011, respectively.

WeForeign ~~have~~Currency ~~convertible~~Exchange ~~preferred~~Rate stock issued and outstanding and common stock warrants issued in connection with a preferred stock issuance in July 2008 and December 2010. Both the convertible preferred stock conversion feature and the warrants contain a price protection provision (or down-round provision) which reduces their price in the event we issue additional shares at a more favorable price than the strike price. The fair value of the conversion feature is bifurcated from the host instrument and recognized as a derivative liability on our consolidated balance sheet. The warrants are also recognized at fair value as a derivative liability on our consolidated balance sheet. The fair value of the conversion feature, the warrants and other issuance costs of the preferred stock financing transaction, are recognized as a discount to the preferred stock host. The discount embedded in Series B Preferred Stock is accreted to the preferred stock host from our paid in capital, treated as a deemed dividend, over the period from the issuance date through the earliest redemption date of the preferred stock. The discount embedded in Series C Preferred Stock and Series D Preferred Stock is accreted to the preferred stock from the period from issuance date through the redemption date and is recorded in interest expense.Risk

We operate in several countries and are ~~not~~involved ain ~~party~~transactions denominated in currencies other than the U.S. dollar, which expose us to ~~any~~foreign ~~hedge~~currency ~~arrangements~~exchange rate risk. We utilize the payment structure of customer contracts to selectively reduce our exposure to exchange rate fluctuations in connection with monetary assets, ~~commodity~~liabilities ~~swap~~and ~~agreement~~cash flows denominated in certain foreign currencies. We do not hold or issue foreign currency forward contracts, option contracts or other derivative financial instruments for speculative purposes.

~~Goodwill~~We have designated the U.S. dollar as the functional currency for our operations in international locations because the majority of our contracts with customers are denominated in U.S. dollars and we purchase equipment and finance capital primarily using the U.S. dollar. Accordingly, certain assets and liabilities of foreign operations are remeasured at historical exchange rates, revenues and expenses are remeasured at the average rate of exchange for the period, and all translation gains or losses are reflected in the period’s results of operations. Our net foreign exchange loss attributable to our international operations for the year ended December 31, 2012 was $0.7 million, which was primarily attributable to changes in exchange rates in Brazil, Mexico, Australia and Canada. A 10% change in the U.S. dollar as compared to the currencies of Brazil, Mexico, Australia and Canada, would cause approximately a $4.4 million increase or decrease in our foreign exchange gains (losses) in the consolidated statement of operations.

~~During~~Equity 2011, as a result of an interim impairment test as of September 30, 2011, we recorded goodwill impairment charges totaling $132.4 million, which are included in asset impairments in our consolidated statement of operations. Accordingly, at December 31, 2011, we have no goodwill. See note 4(d) to our consolidated financial statements.Risk

WeUnder ~~historically~~the ~~performed~~terms ~~impairment~~of ~~tests~~our onSeries B-1 ~~the~~Preferred ~~carrying~~Stock ~~value~~and ofexisting ~~our~~warrants ~~goodwill~~and onoptions anto ~~annual~~purchase ~~basis~~our ascommon ~~of December 31~~stock, orthe ~~more~~holders ~~frequently~~of ifthese ~~events~~instruments ~~occur~~are orgiven ~~circumstances~~an ~~changed~~opportunity ~~that~~to ~~would~~profit ~~more~~from ~~likely~~a ~~than~~rise ~~not~~in ~~reduce~~ the ~~fair~~market ~~value~~price of aour ~~reporting~~common ~~unit~~stock ~~below~~that, ~~its~~upon ~~carrying~~the ~~amount. Goodwill~~conversion isof ~~tested~~our ~~for~~Series B ~~impairment~~Preferred atStock and the ~~reporting~~exercise ~~unit~~of ~~level. In~~the ~~accordance~~warrants ~~with~~and/or ~~the~~options, ~~applicable~~could ~~accounting~~result ~~guidance,~~in wedilution ~~performed~~in athe ~~two-step~~interests ~~impairment~~of ~~test~~our ~~for~~other ~~goodwill~~stockholders. InSee ~~the~~our ~~first~~discussion ~~step~~in note 8 to our consolidated financial statements. The holders of ~~the~~our ~~impairment~~Series B-1 ~~test~~Preferred Stock have the ~~fair~~preemptive ~~value~~right to acquire shares of aour ~~reporting~~common ~~unit~~stock isthat ~~compared~~we tomay ~~its~~offer ~~carrying~~for ~~amount,~~cash ~~including~~in ~~goodwill~~the future, toother ~~determine~~than ifshares asold ~~potential~~in ~~impairment~~a ~~exists~~public offering. IfIn addition, the ~~carrying~~conversion ~~amount~~price of the ~~reporting~~Series B-1 ~~unit~~Preferred ~~exceeds its fair value~~Stock, and the ~~second~~exercise ~~step~~price isof ~~performed~~the to2008 ~~measure~~Warrants and the ~~amount~~2010 ofWarrants ~~impairment~~are bysubject ~~comparing~~to ~~the~~anti-dilution ~~implied~~adjustments ~~fair~~if ~~value~~we ofissue ~~the~~common ~~reporting~~stock ~~unit’s~~at ~~goodwill~~a ~~with~~price less than the ~~carrying~~applicable ~~amount~~conversion ofor ~~that~~exercise ~~goodwill~~price. ~~Significant~~ ~~judgment~~The isterms ~~involved~~on inwhich ~~performing~~we ~~these~~may ~~fair~~obtain ~~value~~additional ~~estimates~~financing ~~since~~may be adversely affected by the ~~results~~existence ~~are~~and ~~based~~potentially ondilutive ~~forecasted~~impact ~~assumptions~~of our Series B-1 Preferred Stock, and common stock options and warrants.

~~For~~Fair ~~the~~Value goodwill impairment tests, we used a combination of the discounted cash flow method (income approach) and the subject company market approach. The discounted cash flow method focuses on expected cash flows. In applying this approach, the expected cash flow were projected based on assumptions regarding revenues, direct costs, general and administrative expenses, depreciation, applicable income taxes, capital expenditures and working capital requirements for a finite period of years, which was five years in our tests. The projected cash flows and the terminal value, which was an estimate of the value at the end of the finite period and assumed a long-term growth rate, were then discounted to present value to derive an indication of the value of the reporting unit. The discount rate used represented the estimated weighted average cost of capital consistent with the risk inherent in our future cash flows. A higher discount rate decreases the net present value of cash flows. We also utilized the subject company market approach which made a comparison of our Measurements

42As a result of certain anti-dilution provisions in the Series B-1 Preferred Stock conversion feature and the 2008 Warrants and 2010 Warrants, these instruments are recorded at fair value on a recurring basis as derivative liabilities in our consolidated balance sheet. See notes 7, 8 and 9 to our consolidated financial statements. Changes in the fair value of these derivative liabilities are recorded in other income (expense) as unrealized gains and losses. The fair values of these instruments are subject to material changes primarily associated with fluctuations in the market value of our common stock. Generally, as the market value of our stock increases/decreases, the fair values of our derivative liabilities increase/decrease and a corresponding loss/gain is recorded. In addition, our estimate of the fair value of these instruments includes key assumptions for volatility and a risk-free discount rate. We recorded unrealized gains of $5.7 million, $33.3 million, and an unrealized loss of $6.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. These unrealized gains and losses are primarily the result of changes in the price of our common stock at the valuation dates. When the value of our stock increases/decreases, so does the value of the derivatives.

~~Table of Contents~~44

~~projections~~Table ~~to reasonably similar publicly traded companies. In weighting the results~~ of ~~the different valuation approaches, we placed more emphasis on the income approach.~~Contents

AnDue ~~estimate~~to of the ~~sensitivity~~degree toof ~~net~~estimation ~~income~~involved, ~~resulting~~our ~~from~~derivative ~~goodwill~~liabilities ~~impairment~~are ~~calculations~~classified isas ~~not~~Level ~~practicable,~~3 ~~given~~in the ~~numerous~~fair ~~assumptions~~value ~~that~~hierarchy. See ~~can~~note ~~materially~~9 ~~affect~~to ~~the~~our ~~estimates~~consolidated ~~within~~financial statements.

~~Long-Lived~~Item ~~Assets~~8. Financial Statements and Supplementary Data

~~Estimated~~Our ~~useful~~consolidated ~~lives~~financial ~~are~~statements ~~the~~and ~~mechanism by which we allocate~~ the ~~cost~~report of ~~long-lived~~UHY LLP ~~assets~~(“UHY”), ~~over the asset’s service period. The estimated useful lives of~~ our ~~long-lived~~independent ~~assets~~registered ~~are~~public ~~used~~accounting tofirm, ~~compute~~with ~~depreciation~~respect ~~expense~~thereto, ~~and~~referred ~~estimate expected future cash flows attributable~~ to anin ~~asset for~~ the ~~purposes~~Table of ~~impairment~~Contents ~~testing. Estimated~~to ~~useful~~Consolidated ~~lives~~Financial ~~are based~~Statements, inappear ~~part,~~beginning on ~~the~~Page F-1 ~~assumption that we provide an appropriate level~~ of ~~required~~this ~~maintenance~~document ~~expenditures~~and ~~while the assets~~ are ~~still~~incorporated inherein ~~operation. Without~~by ~~these continued expenditures, the useful lives of these assets could decrease significantly~~reference.

~~The~~Item ~~Company~~9. ~~reviews~~Changes ~~long-lived assets for impairment annually or whenever events or changes~~ in ~~circumstances~~and ~~indicate~~Disagreements ~~the~~with ~~carrying~~Accountants ~~amount~~on ofAccounting anand ~~asset~~Financial may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds either the fair value or the estimated discounted cash flows of the assets, whichever is more readily measurable.Disclosure

~~Contingent~~During ~~Liabilities~~the years ended December 31, 2012, 2011 and 2010, there were no disagreements with UHY on any significant accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of UHY, would have caused it to make reference thereto in connection with their respective reports on our financial statements for such years. No reportable event as described in paragraph (a)(1)(v) of item 304 of Regulation S-K occurred during the years ended December 31, 2012 and 2011.

WeItem ~~record loss contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated~~9A. We ~~consider~~Controls ~~loss contingency estimates to be critical accounting estimates because they entail significant judgment regarding probabilities~~ and ranges of exposure, and the ultimate outcome of the proceedings is unknown and could have a material adverse effect on our results of operations, financial condition and cash flows. We record our best estimate of a loss, or the low end of our range if no estimate is better than another estimate within a range of estimates, when the loss is considered probable. As additional information becomes available, we reassess the potential liability related to the contingency and revise our estimates. In our evaluation of legal matters, management holds discussions with applicable legal counsel and relies on analysis of case law and legal precedents. We currently have loss contingencies related to litigation and tax matters. See notes 14 and 16 to our consolidated financial statements.Procedures

~~Litigation~~(a) Effectiveness of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure information required to be disclosed in our reports under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

WeOur ~~are~~management, ~~currently~~including ~~involved~~the inCEO ~~various~~and ~~legal~~CFO, ~~proceedings. We~~have ~~estimate~~evaluated the ~~range~~effectiveness of ~~liability~~our ~~through~~disclosure ~~discussions~~controls ~~with~~and ~~applicable~~procedures ~~legal~~as ~~counsel~~of ~~and~~the ~~analysis~~end of ~~case~~the ~~law~~fiscal ~~and~~year ~~legal~~covered ~~precedents. We~~by ~~record~~this ~~our~~Annual ~~best~~Report ~~estimate~~on ofForm 10-K. As adescribed ~~loss,~~below orunder ~~the~~Management’s ~~low~~Annual ~~end~~Report ofon ~~our~~Internal ~~range~~Control ifover noFinancial ~~estimate~~Reporting, iswe ~~better~~have ~~than~~identified ~~another~~a ~~estimate~~material ~~within~~weakness aas ~~range~~ of ~~estimates~~December 31, ~~when the loss is considered probable and can be reasonably estimated~~2012. As ~~additional~~a ~~information~~result ~~becomes~~of ~~available,~~this wematerial ~~reassess~~weakness, ~~the potential liability related to~~ our ~~pending~~CEO ~~litigation~~ and ~~revise~~CFO ~~our~~have ~~estimates. Revisions~~concluded inthat, ~~our~~as ~~estimates~~ of the ~~potential~~end ~~liability could materially affect our results~~ of ~~operations and~~ the ~~ultimate~~period ~~resolution~~covered ~~may~~by bethis ~~materially~~Annual ~~different~~Report ~~from~~on ~~the~~Form 10-K, ~~estimates~~our ~~that~~disclosure wecontrols ~~make. See~~and ~~note~~procedures 16were tonot ~~our consolidated financial statements~~effective.

~~Recent~~(b) ~~Accounting~~Management’s ~~Pronouncements~~Annual Report on Internal Control over Financial Reporting. Our management including our CEO and CFO are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~See~~• ~~note 2~~pertain to ~~our~~the ~~consolidated~~maintenance ~~financial~~of ~~statements.~~records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

~~Item~~• ~~7A.~~provide ~~Quantitative~~reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and ~~Qualitative~~that ~~Disclosures~~receipts ~~About~~and ~~Market~~expenditures ~~Risk~~are being made only in accordance with authorizations of management and directors; and

We• ~~are~~provide ~~exposed~~reasonable toassurance ~~certain~~regarding ~~market~~prevention ~~risks~~or ~~arising~~timely ~~from~~detection ~~the use~~ of ~~financial~~unauthorized ~~instruments~~acquisition, inuse ~~the~~or ~~ordinary~~disposition ~~course~~ of ~~business. These~~assets ~~risks~~that ~~arise~~could ~~primarily~~have as a ~~result~~material ofeffect ~~potential~~on ~~changes to operating concentration and credit risk and foreign currency exchange rate risks. Additionally, we are exposed to market risk with respect to~~ our ~~own~~consolidated ~~equity~~financial ~~securities~~statements. ~~These risks are further discussed below.~~

43Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risks controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

~~Table~~A material weakness is a deficiency, or a combination of ~~Contents~~deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Concentration~~The Company's management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012, and ~~Credit~~in ~~Risk~~making this assessment, used the criteria set forth by the Committee of Sponsoring Organizations of the

In the normal course of business, we provide credit terms to our customers. As all of our customers are engaged in the oil and gas industry, they are similarly affected by changes in economic and industry conditions. Fluctuations in commodity prices affect demand for and pricing of our services and impact the concentration of our customers and our exposure to credit risk.45

WeTable ~~typically provide services to a relatively small group~~ of key customers that account for a significant percentage of our accounts receivable at any given time. If any of our key clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, or for any other reason, our results of operations could be affected. However, key customers change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year. For the year ended December 31, 2011, our top 10 customers represented 54% of our consolidated revenue for the period. Our largest customer accounted for 15% of our consolidated revenue for the year ended December 31, 2011. One customer accounted for 13% of our consolidated accounts receivable as of December 31, 2011, and 4% of consolidated revenue for the year then ended.Contents

WeTreadway ~~utilize~~Commission the specific identification method for establishing and maintaining allowances for possible losses. Our allowance for doubtful accounts at December 31, 2011 was $2.8 million, primarily reflecting specific agreement disputes with a customer in ~~the~~Internal ~~Asia~~Control-~~Pacific~~Integrated ~~region. Our~~Framework ~~bad debt expense for the year ended December 31, 2011 was $1~~("COSO").9 Based ~~million. During~~on ~~the~~management's ~~first~~assessment ~~and~~using ~~second~~those ~~quarters~~criteria ofmanagement ~~2011,~~has weconcluded ~~recorded~~that ~~a reserve totaling $2.5 million related to a dispute with a customer in~~ the ~~Africa~~Company's ~~region. During~~internal ~~the~~control ~~third~~over ~~quarter~~financial ofreporting ~~2011,~~was weineffective ~~resolved~~at ~~this~~December ~~dispute~~31, ~~resulting in a $1~~2012.~~0 million collection and $1.5 million write-off of our allowance for doubtful accounts.~~

WeThe ~~have~~following ~~cash~~material ~~and~~weakness ~~restricted~~was ~~cash~~present ~~balances which,~~ at ~~times, may exceed federally insured limits. Restricted cash includes cash held to collateralize standby letters of credit and performance guarantees. At~~ December ~~31,~~ 2011, restricted cash also includes cash held in trust in connection with a short-term project financing agreement entered into in November 2011. Volatility in financial markets may impact our credit risk on cash and short-term investments. At December 31, ~~2011, cash and cash equivalents and restricted cash totaled $47.8 million.~~2012:

~~Interest~~Financial ~~Rate~~Close ~~Risk~~Process: Controls over our financial close process were deficient in areas related to accrued liabilities and accounting for multi-client seismic data library. These deficiencies resulted from the following:

~~Through~~(a) ~~August 12,~~lack ~~2011, we remained exposed to the impact~~ of ~~interest rate changes on~~ the ~~outstanding~~ability ~~indebtedness under our Whitebox Revolving Credit Facility as amounts drawn under the facility continued~~ to ~~bear~~accumulate ~~interest~~complete ~~at a floating rate based on a specific formula as per the RBC Revolving Credit Facility, as amended. Subsequent to entering into the amended~~ and ~~restated~~accurate ~~credit~~information ~~agreement with the Lenders on August 12, 2011, we are no longer exposed~~ to ~~the~~estimate ~~impact~~certain ~~of interest rate changes on the outstanding indebtedness under the Whitebox Revolving Credit Facility~~liabilities, ~~which has an 11.125% fixed interest rate. See note 6 to our consolidated financial statements.~~

We(b) ~~are~~lack ~~exposed to the impact~~ of ~~interest rate changes on~~ the ~~outstanding~~ability ~~indebtedness~~to ~~under~~complete our ~~short-term~~evaluation, ~~project~~testing ~~financing~~and ~~agreement. Amounts~~any ~~drawn~~required ~~under~~remediation ~~this~~in ~~line of credit bear interest at 8.0% plus one-month LIBOR rate. The impact from~~ a ~~hypothetical~~timely ~~100~~fashion ~~basis~~to ~~points~~allow ~~increase~~us into ~~interest~~assess ~~rates based on~~ the ~~average~~effectiveness ~~outstanding balance~~ of ~~this~~controls ~~variable~~as ~~debt~~of ~~rate~~December ~~would~~31, ~~be insignificant to our consolidated financial statements~~2012.

~~The~~During ~~fair~~2012, ~~market~~we ~~value~~continued ofexecuting ~~fixed-rate~~the ~~long-term~~remediation ~~debt~~program ~~increases~~that asbegan ~~prevailing~~during ~~interest~~2011, ~~rates~~which ~~decrease~~included ~~and~~assessing ~~decreases~~the asadequacy ~~prevailing~~of ~~interest~~processes ~~rates~~and ~~increase. Increases~~procedures inunderlying the ~~fair~~specific ~~value~~areas ofdiscussed ~~our~~above, ~~fixed-rate~~expanding ~~debt~~and ~~affect~~strengthening our ~~results~~controls ofsurrounding ~~operations~~the ~~and cash flows only if we elect to repurchase or otherwise retire fixed~~multi-~~rate~~client ~~debt~~process, atand ~~prices~~strengthening ~~above~~their ~~carrying~~policies, ~~value. The~~procedures, ~~estimated~~and ~~fair~~controls ~~value~~surrounding ofaccrued ~~our~~expenses ~~fixed-rate~~to ~~long-term~~ensure ~~debt~~cooperation ~~was $218.5 million~~ and ~~$299.4~~coordination ~~million~~with atdepartments ~~December 31,~~outside ~~2011~~of ~~and~~the ~~2010,~~accounting ~~respectively~~department.

~~Foreign~~We ~~Currency~~are ~~Exchange~~committed ~~Rate~~to ~~Risk~~continuing to improve our internal control processes and will continue to review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address our control environment. We, however, cannot be certain that the measures undertaken will be sufficient to address any deficiencies identified or ensure that our internal control over financial reporting is effective. If we are unable to provide reliable and timely internal and external financial reports, our business and prospects could suffer material adverse effects. In addition, we may in the future identify further material weaknesses or significant deficiencies in our internal control over financial reporting.

WeThis ~~operate~~annual inreport ~~several~~does ~~countries~~not ~~and~~include ~~are~~an ~~involved~~attestation inreport ~~transactions~~of ~~denominated~~the inCompany's ~~currencies~~independent ~~other~~registered ~~than~~public ~~the~~accounting ~~U.S.~~firm ~~dollar,~~regarding ~~which~~internal ~~expose~~control usover tofinancial ~~foreign~~reporting ~~currency~~pursuant ~~exchange~~to ~~rate~~the ~~risk. We~~Rules ~~utilize~~of the ~~payment~~Securities ~~structure~~and ofExchange ~~customer~~Commission ~~contracts~~that topermit ~~selectively~~the ~~reduce~~Company ~~our exposure~~ to ~~exchange~~provide ~~rate~~only ~~fluctuations~~management's inreport ~~connection with monetary assets, liabilities and cash flows denominated~~ in ~~certain~~the ~~foreign~~annual ~~currencies~~report. ~~We do not hold or issue foreign currency forward contracts, option contracts or other derivative financial instruments for speculative purposes.~~

WeItem ~~have designated the U~~9B.S. ~~dollar~~Other as the functional currency for our operations in international locations because the majority of our contracts with customers are denominated in U.S. dollars and we purchase equipment and finance capital primarily using the U.S. dollar. Accordingly, certain assets and liabilities of foreign operations are translated at historical exchange rates, revenues and expenses are translated at the average rate of exchange for the period, and all translation gains or losses are reflected in the period’s results of operations. Our net foreign exchange loss attributable to our international operations for the year ended December 31, 2011 was $2.3 million, which was primarily attributable to exchange rates weakening in the Latin America region, where local currency denominated monetary assets exceeded our local currency denominated monetary liabilities. A 10% change in the U.S. dollar as compared to the currencies of Brazil, Mexico, Australia and Canada, would Information

44None.

~~Table of Contents~~46

~~cause~~Table ~~approximately a $2.5 million increase or decrease in our foreign exchange gains (losses) in the consolidated statement~~ of ~~operations.~~Contents

~~Equity Risk~~PART III

Under the terms of our Series B Preferred Stock and existing warrants and options to purchase our common stock, the holders of these instruments are given an opportunity to profit from a rise in the market price of our common stock that, upon the conversion of our Series B Preferred Stock and the exercise of the warrants and/or options, could result in dilution in the interests of our other stockholders. See our discussion in Item 1A10. “Risks Related to Our Common and Preferred Stock” and note 9 to our consolidated financial statements. The holders of our Series B Preferred Stock have the preemptive right to acquire shares of our common stock that we may offer for cash in the futureDirectors, ~~other~~Executive ~~than~~Officers ~~shares sold in a public offering. In addition, the conversion price of the Series B Preferred Stock,~~ and ~~the~~Corporate exercise price of the 2008 Warrants and the 2010 Warrants are subject to anti-dilution adjustments if we issue common stock at a price less than the applicable conversion or exercise price. The terms on which we may obtain additional financing may be adversely affected by the existence and potentially dilutive impact of our Series B Preferred Stock, and common stock options and warrants.Governance

InDirectors ~~connection with the execution of the amended~~ and ~~restated~~Executive credit agreement for the Whitebox Revolving Credit Facility on August 12, 2011, the Company paid a $4.0 million advisory fee by issuing 1,041,668 shares of common stock (the Advisory Shares) on August 29, 2011. The issuance of the Advisory Shares triggered the anti-dilution provisions of the Series B Preferred Stock, the 2008 Warrants and the 2010 Warrants. See notes 7 and 9 to our consolidated financial statements. Accordingly, when the common stock was issued in payment of the advisory fee, the conversion price of our Series B Preferred Stock and the exercise price of the 2008 Warrants were reduced from $16.40 to $15.95 per share and from $9.25 to $9.05 per share, respectively, in accordance with an anti-dilution formula, and the exercise price of the 2010 Warrants was reduced from $9.64 to $3.84 per share, or the issue price of the Advisory Shares. The anti-dilution formula for the preferred stock reduced the conversion price by multiplying the conversion price by a fraction, the numerator or which is (i) the number of fully diluted shares of common stock outstanding prior to issuance plus the number of shares of common stock that $4.0 million would purchase at such conversion price and (ii) the denominator of which is the sum of the number of fully diluted shares outstanding prior to the issuance plus the number of shares issued in payment of the advisory fee. The anti-dilution adjustment to the 2008 Warrants was similar, substituting the exercise price for the conversion price.Officers

InSet ~~connection~~forth ~~with~~below ~~the~~are ~~Commitment Letter entered into on March 16. 2012 with~~ the ~~Avista Financing Parties~~names, weages ~~are~~and ~~obligated~~positions ~~to deliver either warrants to purchase 190,000 shares~~ of the Company’'s ~~common~~directors ~~stock~~and orexecutive ~~its~~officers ~~cash~~as ~~equivalent value, at our election, at the earlier~~ of aDecember ~~purchase of any Additional Avista Notes or June 30~~31, 2012. Except ~~(unless~~for ~~the~~Mr. ~~Commitment is terminated earlier than June 30~~Crowley, ~~2012~~who ~~and~~was ~~prior~~appointed to ~~any~~the ~~such~~board ~~purchase). We~~on ~~will~~November ~~also~~8, ~~be obligated to deliver warrants to purchase an additional 190~~2012,~~000~~ ~~shares~~all of the Company’'s ~~common~~directors ~~stock~~named orbelow ~~its~~were ~~cash~~elected ~~equivalent value,~~ at ~~our~~the ~~election, at each of June 30,~~ 2012, ~~September~~Annual ~~30,~~Meeting ~~2012~~for ~~and December 31, 2012 if the Commitment or any Notes remain outstanding as of the applicable foregoing dates. Certain of the financing transactions under the Commitment Letter are subject to~~ a ~~right~~term of ~~first~~one ~~refusal~~year inor ~~favor~~until ofhis ~~certain~~successor ofis ~~our~~duly ~~existing~~elected ~~senior lenders, the exercise of which right would cause the Commitment Letter to terminate~~ and ~~require that we issue to Avista warrants to purchase 190,000 shares of common stock or its cash equivalent value, at our election~~qualified.

In accordance with the terms of the Commitment Letter, the warrants issued in connection with the transactions contemplated under the Commitment will have an exercise price of $0.01 per share of common stock and otherwise will be issued with terms substantially similar to the warrants we issued to the Avista Financing Parties in 2010.



Name	Age	Position with Geokinetics	Office Held Since
William R. Ziegler	70	Chairman (non-executive) and Director	1997
David J. Crowley	54	President, Chief Executive Officer and Director	2012
Robert L. Cabes, Jr.	43	Director	2006
Christopher M. Harte	65	Director	1997
Gary M. Pittman	49	Director	2006
Christopher D. Strong	54	Director	2007
Anthony Tripodo	60	Director	2010
Steven A. Webster	61	Director	1997
Gary L. Pittman	57	Executive Vice President and Chief Financial Officer	2010
Lee Parker	44	Executive Vice President - Operations	2007
Alejandra Veltmann	44	Vice President and Chief Accounting Officer	2012
William L. Moll, Jr.	46	Vice President, General Counsel and Corporate Secretary	2010

~~Fair~~There ~~Value~~are ~~Measurements~~no family relationships between any of the directors or executive officers of Geokinetics.

AsWilliam aR. ~~result~~Ziegler ofhas ~~certain~~served ~~anti-dilution~~as ~~provisions~~a inmember of the ~~Series B~~Board ~~Preferred~~of ~~Stock~~Directors ~~conversion~~since ~~feature~~August ~~and~~1, ~~the~~1997 ~~2008 Warrants~~ and ~~2010~~has ~~Warrants,~~served ~~these instruments are recorded at fair value on a recurring basis~~ as ~~derivative liabilities in our consolidated balance sheet. See notes 7 and 9 to our consolidated financial statements. Changes in~~ the ~~fair~~Chairman ~~value of these derivative liabilities are recorded in other income~~ (~~expense~~non-executive) assince ~~unrealized~~February ~~gains~~2, ~~and losses~~1999. ~~The~~ ~~fair~~Since ~~values~~January of2001, ~~these instruments are subject to material changes primarily associated with fluctuations in the market value of our common stock~~Mr. ~~Generally,~~ asZiegler ~~the~~has ~~market~~been ~~value~~ of ~~our~~counsel ~~stock~~at ~~increases/decreases,~~ the ~~fair~~law ~~values~~firm of ~~our~~Satterlee ~~derivative~~Stephens ~~liabilities~~Burke ~~increase/decrease~~& ~~and~~Burke, aLLP, ~~corresponding~~located ~~loss/gain~~in isNew ~~recorded. In addition~~York, ~~our~~NY. ~~estimate~~Prior ofto ~~the~~that, ~~fair~~he ~~value~~was ~~of these instruments includes key assumptions for volatility and~~ a ~~risk-free~~partner ~~discount~~in ~~rate. We~~such ~~recorded~~law ~~unrealized~~firm ~~gains of $33.3 million,~~ and ~~unrealized~~its ~~losses of $6~~predecessors.~~4 million and $7~~ Mr.3 ~~million~~Ziegler ~~for~~is ~~the~~currently ~~years~~a ~~ended~~private ~~December 31~~investor, ~~2011,~~a ~~2010~~General ~~and~~Partner ~~2009,~~of ~~respectively. These~~Somerset ~~unrealized~~Capital ~~gains~~Partners and ~~losses~~a ~~are~~director ~~primarily the result~~ of ~~changes~~several inprivate ~~the~~corporations. ~~price~~We ofbelieve ~~our~~that ~~common stock at the valuation dates~~Mr. ~~When~~ ~~the~~Ziegler's ~~value~~legal ~~of our stock increases/decreases~~background, sohis ~~does~~board ~~the~~and ~~value~~corporate ofgovernance ~~the derivatives. During 2011~~experience, ~~the~~and ~~gain~~his infamiliarity ~~the~~with ~~fair value of our derivative liabilities also includes~~ the ~~impact~~seismic ofindustry ~~adjustments~~provide toan ~~the~~important ~~conversion~~resource ~~price of the Series B Preferred Stock~~ and ~~the~~skill ~~exercise~~set ~~prices~~to ofour ~~the~~Board ~~2008~~ and ~~2010~~his ~~Warrants~~position as ~~a result of the issuance of the Advisory Shares on August 29, 2011, described above~~Chairman.

~~Due~~David toJ. Crowley has served as the ~~degree~~President ofand ~~estimation~~Chief ~~involved~~Executive Officer since November 8, ~~our~~2012. Mr. ~~derivative~~Crowley ~~liabilities~~previously ~~are~~served ~~classified~~as the President and Chief Operating Officer of the Company since May 31, 2012. Mr. Crowley previously served as ~~Level~~the 3President inand Chief Executive Officer of Enventure Global Technology, L.L.C., an oilfield services company, from April, 2010 through May, 2012. Mr. Crowley held the ~~fair~~position ~~value~~of ~~hierarchy~~President of U. ~~See~~S. ~~note~~Operations 8at Precision Drilling Oilfield Services, Inc., where he led the United States and International divisions, from December, 2008 through November, 2009. From July 2007 through December 2009, Mr. Crowley held the position of Executive Vice President and Chief Operating Officer at Grey Wolf Inc. (which was acquired by Precision Drilling Oilfield Services, Inc.). From April 2003 through July 2007, Mr. Crowley held the position of Senior Vice President of Operations at The Offshore Drilling Company (which was acquired by Hercules Offshore). From January 2001 through March 2003, Mr. Crowley held the position of Director of International Business Development at ENSCO International Inc. Prior to ~~our~~joining ~~consolidated~~ENSCO, ~~financial~~Mr. ~~statements~~Crowley held various overseas positions in operations, engineering and marketing at Schlumberger Limited over a 20-year period beginning in June, 1980.

~~Item~~Robert 8L. ~~Financial~~Cabes, ~~Statements~~Jr. has served as a member of the Board of Directors since November 2, 2006. Mr. Cabes has been a Partner of Avista Capital Holdings, L.P., a private equity firm focused on investments in the energy, healthcare and ~~Supplementary~~media ~~Data~~sectors, since June 2005. From April 2001 to June 2005, Mr. Cabes served as Principal of Global Energy Partners, or GEP, a specialty group within Credit Suisse's asset management business that made investments in energy companies. Mr. Cabes currently serves as a director of ACP II Marcellus; ACP II Utica; Celtique Energie, Limited; Hansa Hydrocarbons; Hi-Crush Proppants; Laramie Energy; Laredo Energy; Manti Exploration; Royal Offshore; and Spartan Offshore Drilling. Prior to joining GEP, Mr. Cabes was with Credit Suisse's and Donaldson, Lufkin and Jenrette's Investment Banking Division (prior to

Our Annual Consolidated Financial Statements, Notes to Consolidated Financial Statements and the reports of UHY LLP (“UHY”), our independent registered public accounting firm, with respect thereto, referred to in the Table of Contents to Consolidated Financial Statements, appear beginning on Page F-1 of this document and are incorporated herein by reference.47

45Table of Contents

~~Table~~its acquisition by Credit Suisse in 2000) where he worked on debt and equity securities underwriting and mergers and acquisitions for energy companies. Before joining Donaldson, Lufkin and Jenrette, Mr. Cabes spent six years with Prudential Securities in its energy corporate finance group in Houston and New York. Mr. Cabes holds a B.B.A. from Southern Methodist University and is a CFA charterholder. Mr. Cabes brings to our Board his financial and analytical expertise in the energy sector, including his experience as a director of ~~Contents~~numerous oilfield services companies. Mr. Cabes was nominated to serve on the Board by the holders of the Company's Series B-1 Preferred Stock in accordance with the terms of the Certificate of Designations for the Series B-1 Preferred Stock.

~~Item~~Christopher 9M. ~~Changes~~Harte inhas served as a member of the Board of Directors since August 1, 1997. He was publisher of the Minneapolis Star Tribune from 2007 to 2009 and ~~Disagreements~~has ~~with~~been ~~Accountants~~a onprivate ~~Accounting~~investor for more than the past five years. He is a director of Harte Hanks, Inc. (a direct marketing and ~~Financial~~shopper ~~Disclosure~~publishing company). We believe Mr. Harte's experience as a chief executive officer, his experience in marketing and public policy, and his public company director experience provide a valuable resource to the Board.

~~During~~Gary M. Pittman has been a private investor for more than the past fifteen years ~~ended~~and ~~December 31,~~has ~~2011,~~served ~~2010~~as ~~and~~a ~~2009~~member of the Board of Directors since March 8, ~~there~~2006. ~~were~~Mr. noPittman ~~disagreements~~has ~~with~~been ~~UHY~~a onDirector ~~any~~of ~~significant~~Constellation ~~accounting~~Energy ~~principles~~Partners orsince ~~practices~~2012. From 1987 to 1995, ~~financial~~Mr. ~~statement~~Pittman ~~disclosure~~was orVice ~~auditing~~President ~~scope~~of orthe ~~procedure,~~Energy ~~which~~Recovery ~~disagreements~~Fund, ifa ~~not~~$180 ~~resolved~~million toprivate equity fund focused on the ~~satisfaction~~energy industry. Mr. Pittman was a director and former Chairman <

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