UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): November 2, 2006
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
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(Commission
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(I.R.S. Employer |
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File Number)
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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 November 2, 2006, concerning third quarter 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 September
30, 2006 and June 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
November 2, 2006, Transocean Inc. (the “Company”) is posting the slide presentation
furnished as Exhibit 99.2 to this report on the Company’s website. 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
amount and timing of contract backlog, average dayrates for the
Company’s rigs and anticipated out-of-service rig months due to
upgrades, reactivations, mobilizations and shipyard. 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, competition and market conditions in the contract drilling industry,
shipyard delays, actions and approvals of third parties, possible cancellation or suspension of
drilling contracts as a result of mechanical difficulties or performance, the Company’s ability to
enter into and the terms of future contracts, the availability of qualified personnel, labor
relations and the outcome of negotiations with unions representing workers, operating hazards,
storms, terrorism, political and other uncertainties inherent in non-U.S. operations (including the
risk of war, civil disturbance, seizure or damage of equipment and exchange and currency
fluctuations), the impact of governmental laws and regulations, the adequacy of sources of
liquidity, the effect of litigation, contingencies and
other factors described above and 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.
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