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 26, 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 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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 26, 2004, concerning third 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, adjusted for the September
2004 TODCO secondary offering, on a total and per share basis for the quarter
ended September 30, 2004. We also discuss net income adjusted for the September
2004 TODCO secondary offering and the TODCO initial public offering (IPO), the
sale of the semisubmersible SEDCO 602, early retirement of debt and TODCO
IPO-related costs, on a total and per share basis for the nine months ended
September 30, 2004. In addition, we discuss net income, after adjusting for
TODCO IPO-related costs, on a total and per share basis for the quarter ended
September 30, 2003. We also discuss net income, adjusted for asset impairment
charges, early retirement of debt, TODCO IPO-related charges and the favorable
resolution of an existing tax liability, on a total and per share basis for the
nine months ended September 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 our Transocean
Drilling business segment for the quarters ended June 30, 2004 and September
30, 2004. We also discuss field operating income for our TODCO business segment
for the quarter ended September 30, 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 September 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
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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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ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished pursuant to Item 2.02:
Exhibit Number Description
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99.1 Transocean Inc. Press Release Reporting Third Quarter
2004 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.
TRANSOCEAN INC.
Date: October 26, 2004 By: /s/ William E. Turcotte
----------------------------------------
William E. Turcotte
Associate General Counsel
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INDEX TO EXHIBITS
The following exhibit is furnished pursuant to Item 2.02:
Exhibit Number Description
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99.1 Transocean Inc. Press Release Reporting Third Quarter
2004 Financial Results.
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