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): April 27, 2004
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 333-75899 66-0587307
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (713) 232-7500
ITEM 12. Results of Operations and Financial Condition.
The following information is furnished under Item 12 of Form 8-K (Results of
Operations and Financial Condition) in accordance with Securities and Exchange
Commission Release No. 33-8216.
Our press release dated April 27, 2004, concerning first 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, on a total and per share
basis, for the three months ended March 31, 2004 adjusted for early debt
retirement and TODCO initial public offering related items. We also discuss net
income, on a total and per share basis, for the quarter ended March 31, 2003
adjusted for an impairment loss on long-lived assets. In addition, we include
in the press release net income, on a total and per share basis, for the three
months ended December 31, 2003 excluding the impact of the restructuring of
benefit plans in Nigeria. 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, 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 March 31, 2004 and December 31 and
March 31, 2003. 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.
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, 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: April 27, 2004 By:
---------------------------
Eric B. Brown
Senior Vice President,
General Counsel and
Corporate Secretary
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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 Dated April 27, 2004
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