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): February 3, 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 February 3, 2004, concerning fourth quarter and full
year 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 a
Nigeria benefit plan charge, on a total and per share basis for the quarter
ended December 31, 2003. We also discuss net income, excluding the impact of a
goodwill impairment charge and an impairment loss on long-lived assets, on a
total and per share basis for the quarter ended December 31, 2002. In addition,
we discuss net income, excluding the impact of the restructuring of benefit
plans in Nigeria, costs related to the planned initial public offering of our
Gulf of Mexico Shallow and Inland Water business segment, asset impairment
charges, debt retirement loss and the favorable resolution of a non-U.S. income
tax liability, on a total and per share basis for the twelve months ended
December 31, 2003. We also discuss net income, excluding the impact of charges
relating to goodwill impairment, the impairment of long-lived assets and the
favorable resolution of a non-U.S. income tax liability, on a total and per
share basis for the twelve months ended December 31, 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 quarters ended December 31 and September 30, 2003 and
the quarter ended December 31, 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, 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.
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: February 3, 2004 By: /s/ Eric B. Brown
--------------------------------
Eric B. Brown
Senior Vice President,
General Counsel and
Corporate Secretary
INDEX TO EXHIBITS
The following exhibit is furnished pursuant to Item 12:
Exhibit Number Description
-------------- -----------
99.1 Transocean Inc. Press Release Reporting Fourth Quarter
and Full Year 2003 Financial Results.