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 
Transocean Continues to Craft Company
Narrative Not Reflected By the Facts 
New York, New York, April 30, 2013:  Carl C. Icahn today
delivered the following open letter to shareholders of
Transocean Ltd. 
Dear Fellow Transocean Shareholders: 
Over the past several weeks Transocean has repeatedly made
statements that we do not believe reflect the facts. They have
repeatedly stated that the Company outperformed its peer group
and when they finally acknowledged the truth, they appeared to
blame a third party service provider and created a new peer
group in a thinly veiled attempt to still show outperformance.
What is most concerning to us is not the error, but that this
Board, and especially Michael Talbert, who have overseen the
destruction of at least $11 billion of shareholder value, may
actually have believed that they had outperformed their peer
group.  Where have they been this past decade?  It is the
Board’s duty to hold management accountable and not blindly
accept whatever narrative management espouses. 
A number of their statements show a shameless inability to
accept responsibility for past failures and mistakes.  We
believe these statements are emblematic of a management and
Board that despite having overseen substantial failures that
have led to the destruction of at least $11 billion of
shareholder value in the past few years, have completely failed
to accept responsibility for their errors.  We believe that the
Board, and particularly Mike Talbert, realize their jobs may be
at risk and are desperately trying to hang on.  Last week, with
ISS recommending FOR our nominees, Jose Maria Alapont and Samuel
Merksamer, and AGAINST Mike Talbert and Robert Sprague, the
pressure on the Board has further increased.  However, the full
Board unfortunately still has not explained to shareholders why
they are continuing to support directors who were responsible
for so much destruction of shareholder value.  Two weeks ago a
central theme of the Transocean narrative for the reelection of
directors were pre-Macondo shareholder returns; today, those
returns are mentioned nowhere in the 70 page presentation
distributed by the Company on April 25. 
Transocean claims that the Icahn nominees “generally lack
financial and corporate structuring experience” yet the opposite
is true. Mr. Lipinski and Mr. Merksamer recently structured and
executed a $690 million IPO of CVR Refining, L.P., the largest
refining focused Variable MLP.  Mr. Lipinski also structured and
launched UAN two years ago, the first fertilizer based Variable
MLP.  These MLPs were developed to provide maximum return of
capital to shareholders. 
Transocean claims that the Icahn nominees have rarely worked in
capital intensive industries, yet Mr. Lipinski has spent his
entire career in the refining industry and Mr. Alapont has spent
his entire career running automotive and industrial businesses. 
Transocean claims that the Icahn nominees have “little apparent
experience with complex international tax treaties and
networks,” but they fail to explain that Mike Talbert was CEO of
the Company at the time of the events related to the Norwegian
tax controversy. 
Transocean claims their recent actions represent “high-return
investments” yet the analyst community has suggested their new
build drill ships represent returns of 10.7% to 12%, which is
below the Company’s cost of equity. 
Transocean has claimed that the Global Santa Fe acquisition
provided an “unrivalled platform for investment” despite the
fact that from 2007 to 2011 the Company dedicated most of its
capital to repayment of debt and in our view underinvested
relative to its peers. 
Recently Transocean’s Board claimed that the Board has “actively
implemented a high-specification-focused strategy”, but they
fail to explain that they created, in our view, a fleet age
problem by implementing a “low spec” strategy in 2007 with the
transformative Global Santa Fe acquisition. 
Transocean’s Board claims that “a lack of investment in high-return assets would compromise the company’s long term
viability,” but they fail to explain that this Board, in our
view, underinvested relative to the entire industry from 2005 to
2013. 
Transocean’s Board claimed that they authorized the post-Aker
share issuance “in order to ensure financial flexibility,” but
they  fail to explain that the Company issued stock at near the
eight-year low, or that less than 30 days before the issuance,
they stated, in response to a question about the prudence of the
acquisition in the context of dividend payments and debt
maturities: “We have, even after the acquisition of the shares
of Aker Drilling, we have significant cash on the balance sheet,
and we continue to be cash flow positive, significantly at the
operating level.   So we’re not in a situation where this is
causing us undue concern.” 
Although the Company seems intent on trying to support a
positive narrative for the Company and at times have even
claimed “outperformance”, Transocean’s real story is one of
accountability.   Whether in connection with a widely publicized
shareholder return error or the destruction of billions in
shareholder value, it seems to us that no one at Transocean ever
accepts responsibility or is held accountable.  Fortunately for
shareholders, next month you have the opportunity to hold the
Board accountable for years of failure - it is time for Mike
Talbert, Thomas Cason and Robert Sprague to go. 
As ISS stated: “Shareholders may wish to hold Michael Talbert, a
longtime incumbent, responsible for the long term performance
and outcome of strategic choices the company has made.”  We
couldn’t agree more. 
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 HAVE BEEN 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.
WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY
THIRD PARTY SOURCE TO INCLUDE THEIR INFORMATION IN THIS PRESS
RELEASE. 
Contact:
Susan Gordon
(212) 702-4309 
(bjh) NY 
#<873920.660640.3.4.1.0.76>#
 
 
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