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 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 exhibits are furnished pursuant to Item 12:
99.1 Transocean Inc. Report of First Quarter 2003 Financial Results.
99.2 Transcript of Earnings Call.
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 news release dated April 29, 2003, concerning first quarter 2003 financial
results, furnished as Exhibit 99.1 to this report, is incorporated by reference
herein. The news 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 news release, we discuss net income, excluding a non-cash charge
for impairment of goodwill, on a total and per share basis for the quarter ended
March 31, 2002. This information is provided because management believes
exclusion of the impairment will help investors compare results between two
periods and identify operating trends that could otherwise be masked by the
impairment. The most directly comparable GAAP financial measure, net income,
and information reconciling the GAAP and non-GAAP measures are included in the
news release.
In the news release, we also discuss field operating income for each of our
business segments for the quarters ended December 31, 2002 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 news release.
In the news release, we also discuss net debt at December 31, 2002 and March 31,
2003. This information is provided because management believes net debt
provides useful information regarding the level of our indebtedness by
reflecting cash and investments that could be used to repay debt. The most
directly comparable GAAP financial measure, total debt, and information
reconciling the GAAP and non-GAAP measures are included in the news release.
In addition, on April 29, 2003, we conducted our quarterly earnings conference
call for the period ended March 31, 2003. A transcript of the call is furnished
as Exhibit 99.2 to this report and is incorporated by reference herein.
-1-
Statements in the transcript of the call and in this Form 8-K regarding future
market conditions (including market conditions in the North Sea), dayrates
(including dayrates for fourth generation rigs and dayrates in West Africa and
India), activity levels (including exercise of rig contract options), operating
costs (including amounts), cost increases associated with shipyard work,
resolution of the strike in Nigeria, timing and amount of increase and
subsequent downward trend in interest expense, the exercise of the put option by
holders of Zero Coupon Convertible Debentures, potential repurchase of the
Nautilus Class A2 Notes, plans for cash reserves, future debt repayments and
share repurchases, targeted debt levels, reimbursables (including amounts),
anticipated loss associated with debt retirement, depreciation, effective tax
rate, financial results, estimated contract duration (including terms in India),
contract commencement dates and locations, prospects for unstacking cold stacked
rigs and for term contracts in the Gulf of Mexico, downtime, shipyard and rig
reactivation programs, prospects for additional deepwater rigs in India, timing
and results of independents moving in and majors moving out of the North Sea,
prospects for fourth generation rigs, participation in drilling opportunities in
Mexico, as well as any other statements that are not historical facts in the
transcript of the call or in this Form 8-K are forward-looking statements that
involve certain risks, uncertainties and assumptions. These include but are not
limited to the future price of oil and gas, demand for rigs, operating hazards
and delays, risks associated with international operations, actions by customers
and other third parties, competition, risks of drilling, contract terminations
or suspensions and other factors detailed in the company's most recent Form 10-K
for the year ended December 31, 2002 and other filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated.
The information furnished pursuant to this Item 9, including Exhibit 99.1 and
Exhibit 99.2, 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.
-2-
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: May 5, 2003 By: /s/ Eric B. Brown
-----------------------------------
Eric B. Brown
Senior Vice President, General
Counsel and Corporate Secretary
-3-
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
99.1 Transocean Inc. Report of First Quarter 2003 Financial
Results.
99.2 Transcript of Earnings Call.
-1-