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 29, 2003
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 7. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is furnished pursuant to Item 12:
99.1 Transocean Inc. Press Release Reporting Second Quarter 2003 Financial
Results.
ITEM 9. Regulation FD Disclosure.
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 July 29, 2003, concerning second 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 loss (income), excluding an
after-tax loss from early retirement of debt, after-tax charges pertaining to
the impairment of certain assets and the favorable resolution of a non-U.S.
income tax liability, on a total and per share basis for the quarter and six
months ended June 30, 2003. We also discuss net income, excluding non-cash
charges pertaining to the impairment of an asset belonging to our Gulf of Mexico
Shallow and Inland Water business segment and the adoption of Statement of
Financial Accounting Standards 142, Goodwill and Other Tangible Assets, on a
total and per share basis for the six months ended June 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 loss (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 quarter and six months ended June 30, 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 9, 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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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 29, 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 Second Quarter 2003
Financial Results.
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