UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 31, 2007
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
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| Cayman Islands
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333-75899
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66-0582307 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713) 232-7500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 Results of Operations and Financial Condition.
Our press release dated October 31, 2007, concerning third quarter 2007 financial
results, furnished as Exhibit 99.1 to this report, is incorporated by reference herein. The press
release contains certain measures (discussed below) which may be deemed “non-GAAP financial
measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as
amended.
In the press release, we discuss field operating income for the three months ended June
30, 2007 and September 30, 2007. Management believes field operating income is a useful measure of
operating results since the measure only deducts expenses directly related to operations from
revenues. The most directly comparable GAAP financial measure, operating income before general and
administrative expenses, and information reconciling the GAAP and non-GAAP measures are included in
the press release.
ITEM 7.01 Regulation FD Disclosure.
On October 31, 2007, Transocean Inc. (the “Company”) is posting the slide presentation
furnished as Exhibit 99.2 to this report on the Company’s website at www.deepwater.com.
Exhibit 99.2 is incorporated in this Item 7.01 by reference.
The statements made herein that are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements include, but are not limited to, statements
involving the Company’s Annual Effective Tax Rate, prospects for the Company, expected revenues, capital
expenditures, costs and results of operations, market outlook, revenue backlog for the Company and
other drillers, contract opportunities and commitments, operational performance, rig demand, rig
capacity, dayrates, rig reactivations, rig upgrades including upgrade projects for the Sedco
700-series semisubmersible rigs, newbuild and acquisition opportunities, fleet marketing efforts, rig mobilizations and planned
shipyard programs. Such statements are subject to numerous risks, uncertainties and assumptions,
including but not limited to, uncertainties relating to the level of activity in offshore oil and
gas exploration and development, exploration success by producers, oil and gas prices, rig demand
and capacity, drilling industry market conditions, possible delays or cancellation of drilling
contracts, work stoppages, operational or other downtime, the Company’s ability to enter into and
the terms of future contracts, the availability of qualified personnel, labor relations, future
financial results, operating hazards, political and other uncertainties inherent in non-U.S.
operations (including exchange and currency fluctuations), war, terrorism, natural disaster and
cancellation or unavailability of insurance coverage, the impact of governmental laws and
regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and
other factors discussed in the Company’s Form 10-K for the year ended December 31, 2006 and in the
Company’s other filings with the Securities and Exchange Commission (“SEC”), which are available
free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated. You should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the date of the particular statement,
and we undertake no obligation to publicly update or revise any forward-looking statements.
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The information furnished pursuant to Items 2.02 and 7.01 of this report, including
Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, nor will it be incorporated by reference into any registration
statement filed by Transocean Inc. under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference. The furnishing of the
information in this report is not intended to, and does not, constitute a determination or
admission by Transocean Inc. that the information in this report is material or complete, or that
investors should consider this information before making an investment decision with respect to any
security of Transocean Inc.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Items 2.02 and 7.01:
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Description |
99.1
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Transocean Inc. Press Release Reporting Third Quarter 2007 Financial Results |
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99.2
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Slide Presentation |
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