CARL C. ICAHN ISSUES OPEN LETTER TO TRANSOCEAN SHAREHOLDERS

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via electronic mail. The
release was confirmed by the sender.) 
CARL C. ICAHN ISSUES OPEN LETTER TO TRANSOCEAN SHAREHOLDERS 
How Can a Company be Trusted to Allocate Capital If They Can’t
Even Calculate Shareholder Returns 
New York, New York, April 19, 2013:  Carl C. Icahn today
delivered the following open letter to shareholders of
Transocean Ltd. 
Dear Fellow Transocean Shareholders: 
It is very concerning to us that even under the glaring
spotlight of a proxy fight, the management of Transocean can so
egregiously misstate the performance of its company, not only to
its shareholders, but apparently to the board as well. It is
equally worrisome that after all these years the board has so
little understanding of the Company that it would accept
management’s inaccurate version of the facts.  As the largest
shareholder of the Company, we are even more troubled by the
fact that if management believes they can get away with such
egregious disclosure errors, we can only wonder what other
misstatements and errors may have been made over the years when
they were not under the glaring spotlight of a proxy fight. 
On April 15 Transocean proudly heralded their 3 and 5 year stock
performance for the periods prior to Macondo, claiming that the
Company generated 54% and 171% total returns for these 3 and 5
year periods, respectively.  They even went so far as to brag
that the Company has “consistently delivered shareholder returns
above the peer group, excluding Macondo.”  This statement is a
blatant misstatement of the facts.  And so, on April 17, we
issued a letter to shareholders pointing out that contrary to
the Company’s remarkable conclusions, when you actually apply
math to the Company’s stock performance for these 3 and 5 year
periods, the total returns are 4.7% and 73.1%, which are far
inferior to their peer group, not the 54% and 171% that the
Company claimed. 
Any knowledgeable shareholder of Transocean over the past
several years would have immediately known these returns were
wrong and would have understood the absurdity of these
inaccurate claims.  How is it possible that the board failed to
notice and permitted this inaccurate statement to be disclosed
to shareholders?  It also makes us wonder how many other
mistakes Talbert, Sprague and Cason have made over the years,
including the years when Talbert was CEO and managed a company
that lost billions of dollars of shareholder value? We firmly
believe that the time has come when management should be held
accountable, and this board that has failed to hold them
accountable, should be replaced. 
In our letter we demanded that the Company reconcile their
assertions with publicly available information so that all
shareholders could understand the basis for the Company’s
assertions.  On April 18, the Company corrected their misleading
information by burying several corrections in a 60 page
presentation, but they failed to reassess their conclusions or
to issue an affirmative retraction of the previously disclosed
material. 
Shockingly, even considering the fact that WE TOLD THEM THE
CORRECT NUMBERS, the new numbers are still wrong and continue to
mislead shareholders.  For the 3 and 5 year periods, the Company
shows total returns of 11% and 84%.  Based on these incorrect
numbers, the Company continues to conclude that Transocean
outperformed its peers during the applicable periods.  This is
just not true.  Despite presiding over an abysmal period,
Talbert is still the Chairman and it is time he is held
accountable and replaced.  No amount of camouflage or disguise
can avoid the obvious.  When the numbers are calculated
correctly, Transocean UNDERPERFORMED its peers. 
We started this proxy contest with very little confidence in
management and the board; now after these latest errors, we can
comfortably say that we have zero confidence.  If the board and
management cannot be trusted to know the performance of their
company and know when a disclosure being made by management is
just absurdly wrong, how can they possibly be trusted to make
decisions regarding significant capital allocation questions and
to manage the operations of a complex multinational company? 
In our view, these disclosure issues are emblematic of a poorly
managed company, led by a board that has made disastrous capital
allocation decisions, overseen the destruction of billions of
dollars of shareholder value and has ultimately failed
shareholders.  We believe that despite the Company’s dismal
track record, their self-regard remains impenetrable and almost
delusional.  They continue to claim a record of “success” and
they continue to believe shareholders should reelect the very
people that have presided over a number of disastrous years.  It
makes us shiver when we consider what may come next. 
Before they lose another $11 billion of shareholder value and
before it’s too late, we must hold those who run this company
accountable.  Next month you will have that opportunity. 
WE URGE SHAREHOLDERS TO VOTE AT THE 2013 TRANSOCEAN ANNUAL
GENERAL MEETING FOR THE ICAHN PROPOSAL TO INCREASE THE DIVIDEND
AT TRANSOCEAN TO $4.00 PER SHARE AND FOR THE ICAHN PROPOSAL TO
ELECT JOSE MARIA ALAPONT, JOHN J. LIPINSKI AND SAMUEL MERKSAMER
TO THE TRANSOCEAN BOARD OF DIRECTORS. 
Very truly yours, 
Carl C. Icahn 
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED
APRIL 17, 2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION
OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE
STOCKHOLDERS OF TRANSOCEAN LTD. FOR USE AT ITS 2013 ANNUAL
GENERAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN SUCH PROXY SOLICITATION. A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY ARE BEING MAILED TO STOCKHOLDERS
OF TRANSOCEAN LTD. AND ARE ALSO AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
http://WWW.SEC.GOV.  INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION IS CONTAINED IN THE DEFINITIVE PROXY
STATEMENT, DATED APRIL 17, 2013.  EXCEPT AS OTHERWISE DISCLOSED
IN THE DEFINITIVE PROXY STATEMENT, THE PARTICIPANTS HAVE NO
INTEREST IN TRANSOCEAN LTD. OTHER THAN THROUGH THE BENEFICIAL
OWNERSHIP OF SHARES, PAR VALUE CHF 15.00, PER SHARE, OF
TRANSOCEAN LTD., AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT. 
Contact:
Susan Gordon
(212) 702-4309 
(bjh) NY 
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