Transocean Ltd: Transocean Ltd. Announces Agreement With Icahn Group; Provides Update on MLP And Margin Improvement Efforts

Transocean Ltd: Transocean Ltd. Announces Agreement With Icahn Group; Provides
                 Update on MLP And Margin Improvement Efforts

ZUG, SWITZERLAND-Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that
it entered into an agreement with Carl Icahn and certain investment funds
managed by Mr. Icahn (the "Icahn Group"). Under the terms of the agreement,
Transocean's Board of Directors has agreed to propose and support at the
Company's 2014 Annual General Meeting ("AGM") that the company's shareholders
approve the following:

  *A dividend out of additional paid-in capital in the amount of $3 per
    share, subject to applicable law;

  *The re-election of Samuel Merksamer and election of Vincent Intrieri to
    its Board of Directors. Mr. Merksamer is employed by Icahn Capital LP, a
    subsidiary of Icahn Enterprises L.P., and was elected to the Company's
    Board of Directors at its 2013 annual general meeting. Mr. Intrieri has
    been employed by Icahn-related entities since October 1998 in various
    investment-related capacities; and

  *A reduction of the maximum number of directors on its Board of Directors
    to eleven (11) from fourteen (14). The Board previously proposed that
    shareholders approve a reduction in the maximum number of directors at the
    2011 AGM but the presence quorum required under the Company's articles of
    association was not satisfied and the proposal was not voted upon. If the
    required quorum at the 2014 AGM is not satisfied, the Board intends to
    leave three seats vacant.

As part of the agreement, and in addition to certain standstill restrictions,
the Icahn Group has agreed to vote in favor of the Board's slate of director
nominees and certain other proposals Transocean's Board may recommend at the
2014 AGM.

"We are pleased that Mr. Icahn recognizes the changes currently underway at
Transocean and the continued focus of the Board and management on creating
shareholder value. We anticipate that Mr. Merksamer and Mr. Intrieri will
provide new perspectives and insights as the company continues to improve its
long-term competitiveness and deliver value to all its stakeholders," said
Steven L. Newman, President and Chief Executive Officer of Transocean Ltd.

Carl Icahn remarked, "I am pleased that the Board has agreed to add Vince
Intrieri as a nominee, and to reduce the Board size to eleven and I am
especially happy about the commitment to pursue a MLP, raise the dividend and
increase margins by $800 million through cost cutting and increased
efficiency. I believe that Transocean is now on the road to realize its great
potential. We look forward to continued collaboration with the Board of
Directors and management."

The agreement has been filed with the U.S. Securities and Exchange Commission
as an Exhibit to a Current Report on Form 8-K and will be viewable with
Transocean's recent filings at www.sec.gov on the next trading day
followingthis press release and immediately through the company's website,
www.deepwater.com by selecting the Investor Relations tab.

Additionally, as the result of an extensive evaluation, the company has
concluded that a Master Limited Partnership-type yield vehicle ("MLP") could
complement its capital structure by providing additional financial
flexibility, and enhance the execution of its asset strategy. The initial
public offering of an MLP is anticipated to be completed around the middle of
2014 with a minority interest sold at that stage. The anticipated offering is
subject to the approval of Transocean's Board of Directors, market conditions
and the effectiveness of a registration statement.

Transocean has previously discussed its objective of achieving additional
efficiencies beyond those associated with the shore-based support
infrastructure cost reduction initiative. In this regard, to continue to
increase its competitiveness with its comparable peers, the Company is
reiterating and clarifying its commitment to expand operating margins by an
incremental $500 million, all else being equal, by the end of 2015 through
operational improvements and additional cost reductions. The preliminary 2014
cost guidance provided by the Company on its third quarter 2013 conference
call reflects this commitment. In conjunction with the previously disclosed
$300 million in cost savings associated with the shore-based initiative, this
represents a total targeted operating margin improvement of approximately $800
million by the end of 2015. As previously disclosed, the Company expects to
realize approximately $200 million in cost savings related to the shore-based
initiative by the end of 2014. Additionally, as a key element of its balanced
capital allocation strategy, Transocean will continue to renew its fleet by
investing in high-return, premium drilling rigs, both floaters and jackups.

Transocean's senior executive team will provide an update on the various
strategic initiatives underway at the Company to continue to improve its
long-term competitiveness, including the MLP and margin improvement efforts,
at its previously announced Analyst/Investor Day on November 21, 2013. 

Forward-Looking Statements

The statements described in this press release 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, board recommendations, actions and dividend projections, growth
and market positioning, and future company strategies and operational or
financial results. Factors impacting these forward-looking statements include
but are not limited to operating hazards and delays, risks associated with
international operations, actions by customers and other third parties, the
future prices of oil and gas 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 www.sec.gov. 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 including, without limitation, that our business
plans may change as circumstances warrant, we may not ultimately form the MLP
or offer its common units to the public and we may not be able to complete
proposed actions on any timetable indicated. No registration statement is
anticipated to be filed prior to March 2014, and any such registration
statement would be subject to being declared effective by the SEC. No
assurance can be given as to the value of any MLP, the price at which its
securities may trade or whether a liquid market for its securities will
develop or be maintained. 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 website at www.deepwater.com.

Securities Law Legend

This press release or referenced documents does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities, and this press
release 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.
Any offer, solicitations to offer or any sales of securities will only be made
in accordance with the registration requirements of the Securities Act of 1933
or an exemption therefrom. This Announcement is being issued pursuant to and
in accordance with Rule 135 under the Securities Act of 1933. 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.

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, 80 mobile offshore drilling units consisting of 46 high-specification
floaters (ultra-deepwater, deepwater and harsh-environment drilling rigs), 22
midwater floaters and 12 high-specification jackups. In addition, the company
has seven ultra-deepwater drillships and five high-specification jackups under
construction.

For more information about Transocean, please visit the website
www.deepwater.com.

Analyst Contacts:

Thad Vayda

+1 713-232-7551

Diane Vento

+1 713-232-8015

Media Contact:

Guy A. Cantwell

+1 713-232-7647

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Source: Transocean Ltd via Thomson Reuters ONE
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