Transocean Ltd. Presentation to Shareholders Presentation to Shareholders May 2013 www.deepwater.com
Contents Page I. Transocean's Balanced Capital p Allocation Approach pp Will Maximize Long-Term g Value Financial flexibility and investment grade rating have value pg. 6-7 Our dividend proposal is the right proposal pg. 8-11 II.…
Board Recommends Shareholders Support Companys Company s Proposals Capital Allocation Transocean is T i ffocused d on a b balanced l d capital it l allocation ll ti strategy t t tto maximize i i llong-term t shareholder h h…
I. Transocean's Balanced Capital Allocation Approach Will Maximize Long Long-Term Term Value www.deepwater.com
Transocean's Balanced Capital Allocation Approach We believe Transocean's balanced capital allocation approach will maximize long-term value creation Financial Flexibility Essential in a capital intensive and cyclical y industry…
Importance of Investment Grade (IG) Rating A downgrade would have real, adverse implications for Transocean Access non-IG market is subject to significant market dislocation in periods of instability More restrictive covenants for…
Board's Attractive Dividend Proposal Sustainable dividend proposal that provides for future increases in distributions Operational and litigation successes permit reinstatement of dividend Proposed dividend of 2.24 per share, or…
Dividend Proposal Among Highest in Industry Transocean's recommended dividend ranks among the highest in the industry* In our opinion, payout ratios significantly higher than this level will threaten the company's operating…
Analysts Agree with Our Capital Allocation Strategy Significant equity research analyst support for Transocean's dividend proposal IIcahn h provides id only l limited li it d equity it research h supportt while hil utilizing…
Transocean Board Focused on Long-Term Value Creation Transocean s balanced capital allocation approach is designed to maximize value Transocean's value- creation for shareholders Transocean's Board is focused on a balanced capital…
II. Icahn's Claims Based on Overly Simplistic and Highly Flawed Analysis www.deepwater.com
2011 Equity Raise Not Primarily Driven By Aker We believe Icahn's criticism of the Aker transaction is misleading While a portion of the proceeds were used to refinance Aker debt, the equity raise was primarily driven by factors…
Why Icahn Is Really Attacking the Equity Raise Icahn has criticized the Board for the equity raise because of his misguided views Icahns Misguided Views Transocean Views In the context of Macondo uncertainties and unexpected…
The Facts on GlobalSantaFe We believe Icahns characterization of the GlobalSantaFe transaction is simplistic and misleading Even with the benefit of hindsight for a transaction that occurred six years ago, Icahn chooses to ignore…
The Facts on GlobalSantaFe (Cont d) (Contd) Benefits realized over time since transaction close have been ignored by Icahn The GlobalSantaFe merger combined the two most capable fleets in the industry, increased Transoceans…
Icahn Mistaken on Valuation We believe Icahns flawed analysis overstates the valuation gap Icahn copied offshore driller valuation multiples from just one equity research report dated 4/1/13 instead of using consensus estimates. Icahn…
Icahn's Flawed Newbuild Assertions Icahns views on newbuilds and a flexible balance sheet are flawed and contradictory in our view contradictory, Icahns Flawed Assertions* The Correct View Newbuilds: N b ild [C]ombination [C] bi…
Icahn's Flawed Newbuild Comparison We view Icahns comparison of Transoceans and Nobles newbuild programs as inappropriate and misleading Icahn argues that Transocean's competitors build same quality at lower costs, but: Icahn compares…
Icahn's Flawed NAV Assertions We believe Icahn incorrectly uses Net Asset Value (NAV) to support his capital allocation plan Icahn believes that since the company is trading at a discount to NAV, cash should be returned to…
Icahn's Debt Claims Are Inaccurate Icahn's conclusions regarding Transocean's cost of debt are flawed No material impact on cost of debt or broader implications from a credit ratings downgrade Icahn's Flawed Even if the company is…
III. Icahn's Board Nominees Are Captive To His Misguided Agenda www.deepwater.com
Handpicked Nominees Beholden to Icahn Icahn's s Misguided Agenda Icahn's nominees have a long history of servingIcahn We fail to see any strategy or plan other than the extraction of an unsustainable dividend that the company believes…
Icahn's Distortion of His Nominees' Resumes Nominees Icahn states his nominees have deepp energy gy and international business experience, which we believe is unfounded What energy experience Mr. Alapont and Mr. Merksamer have no…
Icahn's Nominees Bring No Value Samuel Merksamer Overboarded - Currentlyy on five public p boards and one non p public board and has a full time p position with Icahn Capital p Inexperienced - Icahn believes Mr. Merksamer would…
ISS Doesn't Make the Rules, Our Shareholders Do We strongly disagree with: ISS decision to reject only one of Icahn's three nominees, particularly due to the nominees lack of relevant experience and their affiliations with Icahn The…
Transocean's Board is Highly Qualified,, Diverse and Experienced Q p Our Board members have been successful: They have worked closely with current management to develop and implement the strategic initiatives against which the…
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