Transocean Ltd : Transocean Ltd. Releases Investor Presentation and Launches, Highlighting Strategy to

 Transocean Ltd : Transocean Ltd. Releases Investor Presentation and Launches, Highlighting Strategy to Maximize Shareholder Value

ZUG, SWITZERLAND --Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today released
supplemental materials to its shareholders outlining the company's
recommendations regarding certain proposals found in the proxy statement for
the company's 2013 Annual General Meeting ("AGM"). The meeting will be held
at 5 p.m. CEST, on May 17, 2013, in Zug, Switzerland.The company filed an
investor presentation, which highlights the significant operational and
financial progress it has achieved for its shareholders; provides detailed and
compelling support for the company's highly qualified slate of Director
nominees; and reiterates the reasons the proposed $2.24 per share dividend
will maximize shareholder value.

In addition, the company has launched a website,, to
provide shareholders with easy access to all the relevant materials and
information about its positions, recommendations and voting details. The site
informs shareholders that Transocean currently has in place the correct
operational improvement plan; a prudent, balanced approach to capital
allocation; and the right leadership team to continue to drive long-term
shareholder value. The Board and management are fully committed to acting in
the best interest of the company and all its stakeholders to create value and
strongly encourage shareholders to carefully review the company's plan before
voting. We are confident that our strategy is the right one to best ensure
Transocean's long-term well-being and competitiveness. 

Shareholders are encouraged to support the Board's recommendations on three
key proposals: the $2.24 per share dividend, the election of our five Director
nominees, and the re-adoption of Board authority to issue shares out of the
company's authorized share capital. 

          Please vote promptly using the company's WHITE proxy card.

April 15, 2013

Dear Transocean Shareholders:

Today we filed an investor presentation and launched a new website - - that highlights the improved operational performance
and financial PROGRESS the company has made, as well as the asset and
operational strategies that position Transocean to continue to deliver
meaningful value to shareholders. The presentation provides an update on our
latest strategic initiatives and clearly illustrates our ability to EXECUTE
operational improvement initiatives to drive enhanced profitability and cash
flow. Additionally, our BALANCED CAPITAL ALLOCATION approach ensures the
financial flexibility required to drive disciplined, high-return capital
investments and sustainable distributions to our shareholders. In conjunction
with this strategy, our proposed $2.24 per share dividend provides the basis
for immediate return of capital to shareholders with the potential for future
increases and the ability to invest in our fleet to ensure long-term
competitiveness. We also emphasize the stark differences between OUR HIGHLY
EXPERIENCED AND KNOWLEDGEABLE BOARD and Mr. Icahn's inexperienced slate of
nominees who will focus exclusively on advancing hisMISGUIDED and

We have the right leadership team in place and remain on track to continue
delivering industry-leading shareholder returns. We successfully navigated
through significant uncertainties triggered by the Macondo incident and have
emerged a stronger company. Revenue efficiency and utilization have improved
and backlog is strong and growing. Maximizing the value of your investment in
Transocean has always been and remains the central priority of Transocean's
Board and its management team, and we have the plan in place to continue to
deliver the value that you, our shareholders, expect and deserve.

We urge you to support the company and our successful strategy by voting the
company's WHITE proxy card today.


Transocean has made significant and tangible progress - both operationally and
financially - in the wake of the April 2010 Macondo incident. Key areas of
recent success include: 

  *Significant progress towards meeting our strategic objectives, resulting
    in strong operational and financial improvements in 2012; 

  *Meaningful reduction in Macondo litigation uncertainty; and

  *Proposed reinstatement of a dividend - at $2.24 per share - representing
    one of the industry's largest payout ratios and implied yields.


    Transocean's leadership team has continued to execute its well-defined
strategic plan, including through the continuous improvement of operational
performance and a prudent, balanced allocation of capital that will maximize
shareholder value. Our ability to execute is exemplified in the following:

  *Significant fleet transformation resulting from the divestiture of 56
    non-core assets and the addition of five high-specification assets over
    the past two years; 

  *Winning the industry's highest contracted backlog of ~$29 billion,
    including the addition of an unprecedented $7.6 billion of backlog
    associated with four newbuild drillships;

  *Material improvement in revenue efficiency and utilization resulting in
    improving operating cash flow; and

  *Commitment to initiatives recently implemented to enhance operating
    margins and cash flow.

                         BALANCED CAPITAL ALLOCATION

Management and the Board are committed to maximizing long-term shareholder
value by maintaining a strong, flexible balance sheet, characterized by an
investment grade rating on the company's debt; disciplined, high-return
investment in the business; and a sustainable return of capital to
shareholders with the goal of future increases in distributions as business
conditions warrant. Our balanced approach to capital allocation includes:

  *A proposed $2.24 per share dividend, or approximately $800 million in the
    aggregate - a sustainable distribution representing one of the industry's
    largest payout ratios and implied yields; and

  *Accelerated retirement of approximately $1 billion of debt to facilitate
    continued progress towards achieving a gross debt target of $7 billion to
    $9 billion.  


The offshore drilling industry is dynamic and continually presents challenges
and opportunities. Reflecting the ever-changing nature of Transocean's
business and the unique circumstances in which it operates, the company spends
considerable time and effort evaluating the composition of its Board to ensure
a panel of Directors with the experience, skills and capabilities necessary to
represent the best interest of our shareholders. Our industry leading
governance program includes:

  *Regularly infusing fresh perspectives into an already extraordinarily
    experienced and knowledgeable Board as evidenced by the addition of six
    new directors in the last two years; and 

  *Identifying nominees with deep, relevant experience and a history of

                           ICAHN'S MISGUIDED AGENDA
    Mr. Icahn's dividend proposal is in direct conflict with Transocean's
    disciplined capital allocation strategy and would adversely affect the
    company's ability to operate and compete effectively in a cyclical and
   capital-intensive industry. Further, the election of Mr. Icahn's Board
      nominees is not in the best interest of the company and all of its

Mr. Icahn's misguided agenda highlights his lack of drilling industry
expertise. His superficial analysis is evidenced by his demand for an
unreasonable 85% payout ratio. This proposed level of payout completely
ignores the dynamics of the cyclical offshore drilling industry and fails to
recognize the distinct competitive advantage afforded by financial flexibility
and an investment grade credit rating. This 85% payout ratio is clearly
disconnected from any reasonable industry benchmark - Transocean's proposed
dividend is already well in excess of the average implied dividend yields and
payout ratios of other oilfield services companies. Mr. Icahn has dismissed
investments in newbuilds - the lifeblood of a drilling contractor. 

Moreover, Mr. Icahn's Board nominees would bring no value to the company. They
are captive to Mr. Icahn through current and past associations and were
handpicked to pursue his misguided agenda. Mr. Icahn's nominees reflect his
lack of industry knowledge. Among other disqualifying weaknesses, they have
limited international exposure or knowledge of the company's key growth
markets; generally lack financial and corporate structuring experience; have
rarely worked in a service-oriented or capital-intensive industry; possess
limited knowledge of the specialized operator - contractor business model; and
have little apparent experience with complex international tax treaties and


We are seeking your vote FOR the company's proposed $2.24 per share dividend,
which represents one of the industry's highest implied payout ratios and
dividend yields. In the context of a cyclical and capital-intensive industry,
the unique uncertainties associated with the remaining litigation faced by the
company dictate that Transocean must maintain a prudent level of financial
flexibility. Mr. Icahn's unrealistic, ill-conceived and inappropriate dividend
proposal fails to recognize the nature of the offshore drilling industry. 

In the future, increases in Transocean's annual distributions may be
appropriate once litigation uncertainties are further resolved. However, at
this time, Transocean's Board firmly believes that distributing additional
capital to shareholders beyond the proposed $2.24 per share dividend would
lead to a deterioration of the company's balance sheet and is also likely to
result in the loss of the investment grade rating on the company's debt.
Among other things, the loss of an investment grade rating would severely
limit the company's access to reliable sources of capital and increase our
cost of debt financing for an extended period of time. Simply stated, Mr.
Icahn's proposals would have a real and profoundly harmful impact on the
company's ability to create long-term shareholder value.

We are also seeking your vote FOR the five highly qualified and diverse
Transocean Director nominees, including Frederico F. Curado, Thomas W. Cason,
Steven L. Newman, Robert M. Sprague and J. Michael Talbert. Our nominees have
deep, relevant expertise and a history of achievement. Conversely, Mr.
Icahn's unqualified nominees emphasize his lack of familiarity with the
industry and make apparent his disregard for the company's long-term future.
Mr. Icahn's nominees bring no value to the team and, given their close
affiliation with him, are unlikely to act in the best interest of all
Transocean's stakeholders.

In order to provide the company with additional flexibility, we also urge you
to vote FOR the Board's proposal that its authority to issue shares out of the
company's authorized share capital be renewed for an additional two-year
period. The Board's current authority will expire on May 13, 2013. While the
Board currently has no plans to issue share capital under this authorization,
extending this authority provides the company with additional flexibility to
pursue value-enhancing opportunities in accordance with its disciplined
capital allocation strategy.

Shareholders are encouraged to review the supplemental information provided in
the investor presentation and at and vote "FOR" the
Board's proposals by voting promptly using the company's WHITE proxy card in
order to drive long-term shareholder value and protect the company's ability
to compete over the long term.

On behalf of Transocean's Board of Directors and management team, we thank
you for your continued support.


J. Michael Talbert      Steven L. Newman
Chairman       President and Chief Executive Officer

     About Transocean

Transocean is a leading international  provider of offshore contract  drilling 
services for  oil  and  gas  wells. The  company  specializes  in  technically 
demanding sectors of the global  offshore drilling business with a  particular 
focus on deepwater and harsh environment drilling services, and believes  that 
it operates one of the most versatile offshore drilling fleets in the world.

Transocean owns or has partial ownership interests in, and operates a fleet
of, 83 mobile offshore drilling units consisting of 48 High-Specification
Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25
Midwater Floaters and ten High-Specification Jackups. In addition, we have six
Ultra-Deepwater Drillships and two High-Specification Jackups under

Forward Looking Statements

    The statements described in this press release and referenced website
that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements which could be
made include, but are not limited to, statements involving prospects for the
company, expected revenues, capital expenditures, costs and results of
operations, the proposed dividend, the company's capital allocation strategy,
value-creating objectives, sustainability of potential future distributions
and contingencies. These statements are based on currently available
competitive, financial, and economic data along with our current operating
plans and involve risks and uncertainties including, but not limited to,
shareholder approval, market conditions, the company's results of operations,
the effect and results of litigation, assessments and contingencies, and other
factors, including those discussed in the company's most recent Form 10-K for
the year ended December 31, 2012 and in the company's other filings with the
SEC, which are available free of charge on the SEC's website at
Should one or more of these risks or uncertainties materialize (or the other
consequences of such a development worsen), or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or
expressed or implied by such forward-looking statements. All subsequent
written and oral forward-looking statements attributable to the company or to
persons acting on our behalf are expressly qualified in their entirety by
reference to these risks and uncertainties. You should not place undue
reliance on forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement, and we undertake no
obligation to publicly update or revise any forward-looking statements. All
non-GAAP financial measure reconciliations to the most comparative GAAP
measure are displayed in quantitative schedules on the company's web site at

This presentation does not constitute an offer to sell, or a solicitation of
an offer to buy, any securities, and it does not constitute an offering
prospectus within the meaning of article 652a or article 1156 of the Swiss
Code of Obligations or a listing prospectus within the meaning of the listing
rules of the SIX Swiss Exchange. Investors must rely on their own evaluation
of Transocean Ltd. and its securities, including the merits and risks
involved. Nothing contained herein is, or shall be relied on as, a promise or
representation as to the future performance of Transocean Ltd.

For  more   information   about   Transocean,   please   visit   the   website


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: Transocean Ltd via Thomson Reuters ONE
Press spacebar to pause and continue. Press esc to stop.