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): August 2, 2005
TRANSOCEAN
INC.
(Exact
name of registrant as specified in its charter)
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.)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
2.02
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Results
of Operations and Financial
Condition.
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Our
press
release dated August 2, 2005, concerning second quarter 2005 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
attached press release, we discuss net income, adjusted for the May 2005
TODCO
public offering, June 2005 sale of TODCO common stock and gains associated
with
the sale of the Transocean
Jupiter and
Land
Rig 34 on
a
total and per share basis for the three months ended June 30, 2005. We also
discuss net income adjusted for the sale of the Sedco
602
on a
total and per share basis for the three months ended June 30, 2004. We discuss
net income adjusted for the May 2005 TODCO public offering and June 2005
sale of
TODCO common stock, gains associated with the sales of the Sedco
600,
the
Transocean
Jupiter and
Land
Rig 34
and for
a loss on the early retirement of debt on a total and per share basis for
the
six months ended June 30, 2005. We also discuss net income adjusted for the
sale
of the Sedco
602,
the
early retirement of debt and TODCO initial public offering (IPO)-related
items
for the six months ended June 30, 2004. This information is provided because
management believes exclusion of these items will help investors compare
results
between periods and identify operating trends that could otherwise be masked
by
these items. The most directly comparable GAAP financial measure, net income
(loss), and information reconciling the GAAP and non-GAAP measures are included
in the press release.
In
the
press release, we also discuss field operating income for our Transocean
Drilling business segment for the three months ended June 30, 2005 and
March 31, 2005. Management believes field operating income is a useful measure
of the operating results of a particular segment since the measure only deducts
expenses directly related to a segment’s operations from that segment’s
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.
In
the
press release, we also discuss net debt at June 30, 2005 and at December
31,
2004. This information is provided because management believes net debt provides
useful information regarding the level of our indebtedness by reflecting
the
amount of indebtedness assuming cash and investments were used to repay debt.
The most directly comparable GAAP financial measure, total debt, and the
information reconciling the GAAP and the non-GAAP measures are included in
the
press release.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1,
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
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Financial
Statements and Exhibits
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The
following exhibit is furnished pursuant to Item 2.02:
Exhibit
Number
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Description
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99.1
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Transocean
Inc. Press Release Reporting Second Quarter 2005 Financial
Results.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TRANSOCEAN
INC. |
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Date:
August 2, 2005
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By:
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/s/
Eric B. Brown
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Eric
B. Brown
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Senior
Vice President, General
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Counsel
and Corporate Secretary
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INDEX
TO
EXHIBITS
The
following exhibit is furnished pursuant to Item 2.02:
Exhibit
Number
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Description
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99.1
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Transocean
Inc. Press Release Reporting Second Quarter 2005 Financial
Results.
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