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Transocean Inc. Announces Pricing of TODCO Secondary Stock Offering

December 16, 2004

HOUSTON--(BUSINESS WIRE)--Dec. 16, 2004--Transocean Inc. (NYSE:RIG) today announced the pricing of its secondary stock offering of 13,000,000 shares of Class A common stock of TODCO (NYSE:THE), a publicly traded company. The offering was priced today at $18.00 per share, and the transaction is expected to close on December 22, 2004, subject to customary closing conditions. Transocean expects to receive approximately $224.5 million of proceeds from the offering, net of underwriting fees and estimated expenses. Transocean intends to use the proceeds for the reduction of corporate debt and general corporate purposes.

The representatives of the underwriters for the offering are Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., which are acting as joint book-running managers, and Goldman, Sachs & Co., which is acting as co-manager. Transocean has granted the underwriters an option to purchase up to an additional 1,950,000 shares to cover over-allotments, if any.

Transocean currently owns approximately 47% of the TODCO common stock. Its ownership in TODCO is comprised entirely of Class B common stock, giving Transocean approximately 82% of the combined voting power of the outstanding common stock. Transocean's conversion of all shares of Class B common stock it owns that are not sold in the offering into shares of Class A common stock is a condition to the closing of this offering. As a result, after this offering, Transocean will own approximately 25% of the TODCO common stock and its voting power will be proportionate to its ownership interest. Its ownership percentage would be reduced to 22% if the underwriters exercise their over-allotment option in full.

A copy of a written prospectus related to this offering may be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New York, NY 10036, and from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Statements regarding expected net proceeds, intended uses of proceeds, timing and other aspects of the offering, as well as any other statements that are not historical facts in this release are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to general market conditions, market conditions in the financial markets, customary offering closing conditions and other factors detailed in the registration statement relating to these securities and Transocean's filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.


    CONTACT: Transocean Inc., Houston
             Analyst Contact:
             Jeffrey L. Chastain, 713-232-7551
             or
             Media Contact:
             Guy A. Cantwell, 713-232-7647

    SOURCE: Transocean Inc.