UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 14, 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)) |
TABLE OF CONTENTS
ITEM 2.02 Results of Operations and Financial Condition.
Our press release dated February 14, 2007, concerning fourth quarter and full-year 2006
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 December
31, 2006 and September 30, 2006. 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 February 14, 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
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, uses of excess cash including stock buybacks, debt
reduction, 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, 2005 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 Fourth Quarter and
Full-Year 2006 Financial Results |
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99.2
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Slide Presentation |
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