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): July 27, 2004
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 333-75899 66-0587307
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 232-7500
ITEM 12. Results of Operations and Financial Condition.
Our press release dated July 27, 2004, concerning second quarter 2004 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, after adjustment for the
sale of the semisubmersible rig Sedco 602, on a total and per share basis for
the quarter ended June 30, 2004. We also discuss net loss, after adjustment for
early retirement of debt, asset impairment charges and the favorable resolution
of an existing tax liability, on a total and per share basis for the quarter
ended June 30, 2003. In addition, we discuss net income, after adjustment for
the sale of the semisubmersible rig Sedco 602, the early retirement of debt and
TODCO initial public offering (IPO)-related items, on a total and per share
basis for the six months ended June 30, 2004. We also discuss net income, after
adjustment for the impact of early retirement of debt, asset impairment charges
and the favorable resolution of an existing tax liability, on a total and per
share basis for the six months ended June 30, 2003. 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 each of our
business segments for the quarters ended June 30, 2003 and 2004. 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, 2004 and at December
31, 2003. 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 12, 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,
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or that investors should consider this information before making an investment
decision with respect to any security of Transocean Inc.
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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.
TRANSOCEAN INC.
Date: July 27, 2004 By: /s/ Gregory L. Cauthen
---------------------------
Gregory L. Cauthen
Senior Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
The following exhibit is furnished pursuant to Item 12:
Exhibit Number Description
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99.1 Transocean Inc. Press Release Reporting Second Quarter 2004
Financial Results.