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 28, 2003
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 7. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is furnished pursuant to Item 12:
99.1 Transocean Inc. Press Release Reporting Third Quarter 2003
Financial Results.
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 October 28, 2003, concerning third quarter 2003
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, excluding the impact of
costs related to the planned initial public offering of our Gulf of Mexico
Shallow and Inland Water business segment, on a total and per share basis for
the quarter ended September 30, 2003. We also discuss net income, excluding a
tax benefit attributable to the restructuring of certain non-U.S. operations and
the non-cash impairment of certain long-lived assets, on a total and per share
basis for the quarter ended September 30, 2002. In addition, we discuss net
income, excluding the impact of costs related to the planned initial public
offering of our Gulf of Mexico Shallow and Inland Water business segment,
after-tax impairment charges, an after-tax loss relating to the early retirement
of debt and the favorable resolution of a non-U.S. income tax liability, on a
total and per share basis for the nine months ended September 30, 2003. We also
discuss net income, excluding the favorable resolution of a non-U.S. income tax
liability, non-cash loss on the impairment of long-lived assets and a non-cash
charge related to the adoption of Statement of Financial Accounting Standards
142, Goodwill and Other Tangible Assets, on a total and per share basis for the
nine months ended September 30, 2002. 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 net debt at September 30, 2003 and at
December 31, 2002. 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.
In the press release, we also discuss field operating income for each of our
business segments for the quarters ended September 30 and June 30, 2003 and
September 30, 2002. 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,
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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: October 28, 2003 By: /s/ GREGORY L. CAUTHEN
-----------------------------
Gregory L. Cauthen
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Transocean Inc. Press Release Reporting Third Quarter 2003
Financial Results.