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ONE
SHELL PLAZA
910
LOUISIANA
HOUSTON,
TEXAS
77002-4995
713.229.1234
FAX
713.229.1522
|
AUSTIN
BAKU
DALLAS
HOUSTON
LONDON
MOSCOW
NEW
YORK
RIYADH
WASHINGTON |
June 1,
2005
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
|
Attention: |
Ms.
Jennifer Goeken |
|
Re: |
Transocean
Inc. |
Response
to SEC Staff Comments sent by a letter dated May 19, 2005
Ladies
and Gentlemen:
On behalf
of Transocean Inc. (the “Company”), we transmit herewith for electronic filing
via the EDGAR system a memorandum of the Company responding to the comments
received from the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”), by a letter dated May 19, 2005, regarding
the Company’s Form 10-K, filed March 16, 2005, response letter, dated April 29,
2005 and Form 10-Q, filed May 3, 2005 (File No. 333-75899).
The
Company’s responses to the Staff’s comments are included in the memorandum
enclosed herewith submitted on behalf of the Company.
Please
telephone collect Gene J. Oshman (713.229.1178), John D. Geddes (713.229.1113)
or the undersigned (713.229.1749) of the firm Baker Botts L.L.P., counsel to the
Company, with any questions or comments you may have regarding the
enclosed.
| Very truly yours, | ||
| BAKER BOTTS L.L.P. | ||
| |
|
|
| By: |
/s/ James H.
Mayor | |
|
| ||
|
James H.
Mayor | ||
| Securities and Exchange Commission |
2 |
June
1, 2005 |
|
cc: |
Mr.
William E. Turcotte |
Transocean
Inc.
Mr. Gene
J. Oshman
Mr. John
D. Geddes
Baker
Botts L.L.P.
June 1, 2005
Transocean
Inc.
Memorandum
in Response to Staff Comments
Form
10-K, filed March 16, 2005
Response
Letter dated April 29, 2005
Form
10-Q, filed May 3, 2005 (File No. 333-75899)
This
memorandum sets forth the responses of Transocean Inc. (the “Company”) to the
comments of the Staff of the Division of Corporation Finance contained in the
letter dated May 19, 2005 from H. Roger Schwall, Assistant Director, with
respect to the Company’s Form 10-K, filed March 16, 2005, response letter dated
April 29, 2005 and Form 10-Q, filed May 3, 2005 (File No.
333-75899).
10-K
for the year ended December 31, 2004
Note
21 - Segments, Geographical Analysis and Major Customers, page
100
Comment
|
1. |
We
have given consideration to your response to prior comment 2, where you
state your belief that because of the global nature of your business, you
operate in one segment, the Transocean Drilling Segment. Based on the
analysis you presented to support your position and the nature of your
business as you have described to us, we believe you should expand your
disclosure, in future filings, to clarify how management has chosen to
organize the business, as identified by paragraph 26(a) of SFAS 131 and
contemplated by Items 101 and 303(a) of Regulation
S-K. |
Company
Response
The
Company will expand its disclosure in future filings to clarify how management
has chosen to organize the business, as requested.
10-Q
for the quarter ended March 31, 2005
Controls
and Procedures, page 34
Comment
|
2. |
We
note your disclosure that your “Chief Executive Officer and Chief
Financial Officer concluded that [y]our disclosure controls and procedures
were effective as of March 31, 2005 to provide reasonable assurance that
the information required to be disclosed in [y]our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.” Revise to clarify in future filings, if
true, that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required to be
disclosed in the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your chief
executive officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule
13a-15(e). |
Company
Response
The
Company will include this disclosure in future filings, as
requested.
June 1,
2005
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Attention:
Ms.
Jennifer Goeken
|
Re: |
Acknowledgments
Related to Transocean Inc.’s Response to the Staff’s Comment Letter dated
May 19, 2005 |
Ladies
and Gentlemen:
In
response to the closing comments of the Staff of the Division of Corporation
Finance contained in the letter dated May 19, 2005 from H. Roger Schwall,
Assistant Director, with respect to the Annual Report on Form 10-K, filed March
16, 2005, the Response Letter dated April 29, 2005 and the Form 10-Q, filed May
3, 2005, of Transocean Inc. (the “Company”), the Company hereby acknowledges in
connection with its response to the Staff’s comments that:
|
· |
the
Company is responsible for the adequacy and accuracy of the disclosure in
the Company’s filings; |
|
· |
Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Securities and Exchange Commission (the “Commission”) from
taking any action with respect to the Company’s filings;
and |
|
· |
the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States. |
| Very truly yours, | ||
| TRANSOCEAN INC. | ||
| |
|
|
| By: | /s/ Gregory L. Cauthen | |
|
| ||
|
Gregory L. Cauthen | ||
|
Senior
Vice President and Chief
Financial Officer | ||
|
cc: |
William
E. Turcotte |
Transocean
Inc.
Gene J.
Oshman
John D.
Geddes
Baker
Botts L.L.P.