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Time:	5:00 p.m. Swiss Time

Date:	Friday, May 16, 2014

Place:	Lorzensaal Cham, Dorfplatz 3, CH-6330 Cham, Switzerland

Record Date:	Tuesday, April 29, 2014

Voting:

You may designate proxies to vote your shares by mailing the enclosed proxy card. Please review the instructions in the proxy statement and on your proxy card regarding voting. Shareholders registered in our share register on the record date have the right to attend the Annual General Meeting and vote their shares. If you intend to attend and vote at the meeting in person, you are required to present either an original attendance card or a legal proxy issued by your bank, broker or other nominee in your name, each with proof of identification.

Materials:	Our proxy statement and 2013 Annual Report are available at: http://www.deepwater.com/investor-relations/financial-reports

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(1)	Approval of the 2013 Annual Report, including the Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2013 and the Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2013.

(2)	Discharge to the Members of the Board of Directors and Executive Management from Liability for Activities During Fiscal Year 2013.

(3)	Appropriation of the Available Earnings for Fiscal Year 2013.

(4)	Distribution of a Dividend in the Amount of US$ 3.00 per Outstanding Share of the Company out of General Legal Reserves From Capital Contribution (by way of a release and allocation of general legal reserves from capital contribution to dividend reserve from capital contribution).

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(5)	Adoption of Authorized Share Capital.

(6)	Amendment of the Articles of Association to Reduce the Maximum Number of the Members of the Board of Directors to 11 from 14.

(7)	Amendments to the Articles of Association to Implement the Minder Ordinance.

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7A.	Amendments Regarding Election of the Board of Directors, the Chairman of the Board of Directors, the Compensation Committee Members and the Independent Proxy and Other Matters.

7B.	Binding Shareholder Ratification of the Compensation of the Board of Directors and the Executive Management Team.

7C.	Supplementary Amount of Compensation for Members of the Executive Management Team Assuming an Executive Management Team Position During a Compensation Period for Which Shareholder Ratification Has Already Been Granted.

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7D.	General Principles and Terms Applicable to Compensation of the Members of the Board of Directors and the Executive Management Team.

7E.	Maximum Term and Termination Notice Periods for Members of the Board of Directors and the Executive Management Team and Non-Competition Agreements with Members of the Executive Management Team.

7F.	Permissible Mandates of Members of the Board of Directors and the Executive Management Team.

7G.	Loans and Post-Retirement Benefits beyond Occupational Pensions.

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(8)	Amendment of Article 18 para. 2 of the Articles of Association Regarding the Applicable Vote Standard for Elections of Directors, the Chairman and the Members of the Compensation Committee.

(9)	Amendment of Article 14 para. 1 of the Articles of Association Regarding Shareholder Agenda Item Requests Pursuant to Swiss Law.

(10)	Reelection of Ten Directors and Election of One New Director, Each for a Term Extending Until Completion of the Next Annual General Meeting.

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(11)	Election of the Chairman of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting.

(12)	Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting.

12A	Election of Frederico F. Curado as a member of the Compensation Committee.

12B	Election of Martin B. McNamara as a member of the Compensation Committee.

12C	Election of Tan Ek Kia as a member of the Compensation Committee.

12D	Election of Vincent J. Intrieri as a member of the Compensation Committee.

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(13)	Election of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting.

(14)	Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2014 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term.

(15)	Advisory Vote to Approve Named Executive Officer Compensation.

(16)	Reapproval of the Material Terms of the Performance Goals Under the Long-Term Incentive Plan of Transocean Ltd.

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•	Agenda Item 6 for the reduction of the size of the Company's Board of Directors,

•	Agenda Item 7 (other than Item 7A) for the amendments to the Articles of Association related to the Minder Ordinance,

•	Agenda Item 8 for the implementation of a majority vote standard for uncontested elections,

•	Agenda Item 9 for the amendment of the Articles of Association related to shareholder agenda items,

•	Agenda Item 10 for the election of directors,

•	Agenda Item 11 for the election of the Chairman of the Board of Directors,

•	Agenda Item 12 for the election of the members of the Compensation Committee,

•	Agenda Item 15 for the advisory vote to approve Named Executive Officer compensation, and

•	Agenda Item 16 regarding the reapproval of material terms of performance goals under the Company’s Long-Term Incentive Plan

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•	giving written notice of the revocation to:

•	appearing at the meeting, notifying the independent proxy, with respect to proxies granted to the independent representative, and voting in person;

•	properly completing and executing a later-dated proxy and timely delivering it either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated above.

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7B.	binding shareholder ratification of the compensation of the Board of Directors and the Executive Management Team;

7C.	supplementary amount of compensation for members of the Executive Management Team assuming an Executive Management Team position during a compensation period for which shareholder ratification has already been granted;

7D.	principles applicable to compensation of the Board of Directors and the Executive Management Team;

7E.	maximum term and maximum termination notice periods of agreements with members of the Board of Directors and the Executive Management Team relating to their compensation, and non-competition agreements effective after termination of employment into which the Company may enter with members of the Executive Management Team, and the consideration paid thereunder;

7F.	number of permissible mandates of members of the Board of Directors and the Executive Management Team outside the Transocean group; and

7G.	bar on loans and the maximum amount of post-retirement benefits beyond occupational pensions that may be granted to members of the Executive Management Team.

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•	No member of the Board of Directors may, in addition to his or her mandate at the Company, hold more than four mandates in entities whose shares are listed on a stock exchange. This limit reflects the Company’s existing Corporate Governance Guidelines.

•	No member of the Executive Management Team may hold, in addition to his or her mandate at the Company, if any, more than one mandate in an entity whose shares are listed on a stock exchange.

•	Mandates in companies controlled by or under common control with the Company;

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•	Mandates held at the instruction of the Company or any person controlled by or under common control with the Company. These types of mandates are proposed to be subject to a limit of 10 mandates; and

•	Mandates in associations, charitable organizations, non-for-profit organizations, foundations, trusts or similar legal entities. These types of mandates are also proposed to be subject to a limit of 10 mandates.

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•	nominate Mr. Merksamer and Mr. Intrieri (and, subject to certain conditions, a third Icahn Group nominee) (the “Icahn Designees”) to the Company’s Board of Directors (the “Board”) at the 2014 Annual General Meeting;

•	place the Icahn Designees, if they are elected, on certain committees of the Board;

•	propose a cash dividend of US$ 3.00 per share at the 2014 Annual General Meeting; and

•	propose to reduce the number of directors on its Board of Directors from 14 to 11 at the 2014 Annual General Meeting.

•	the other party to the agreement materially breaching an obligation thereunder;

•	no Icahn Designee is elected to the Board of Directors at the 2014 Annual General Meeting;

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•	at any time on or after January 15, 2015, all the Icahn Designees have resigned and the Icahn Group has not designated replacements, as provided in the Agreement;

•	90 days after the Icahn Group ceases to own 3% of the outstanding shares of Company stock as of the date of the Agreement;

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the date on which (A) the Company has announced an extraordinary general meeting of the shareholders for any purpose (except as contemplated in the Agreement or if the Icahn Designees voted in favor of such extraordinary general meeting), (B) the Icahn Designees tender their resignation from the Board of Directors and (C) the Icahn Group provides written notice that it does not intend to exercise its right to designate replacement directors; or

•	by mutual agreement of the parties.

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(1)	The audit fees include those associated with our annual audit, reviews of our quarterly reports on Form 10-Q, statutory audits of our subsidiaries, services associated with documents filed with the SEC and audit consultations.

(2)	The audit-related fees include services in connection with accounting consultations, employee benefit plan audits and attest services related to financial reporting.

(3)	Tax fees for 2012 were for tax preparation, tax compliance and tax advice, including tax services related to our expatriate program.

(4)	All other fees were for other publications and subscription services.

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•	annual cash bonuses based on performance as measured against pre-determined performance goals;

•	a compensation mix weighted toward long-term incentives to allow our Named Executive Officers to participate in the long-term growth and profitability of the Company;

•	long-term incentives include fully contingent deferred units that vest based on total shareholder return compared to the companies in our performance peer group;

•	median pay positioning for target performance, above median pay for above target performance, and below median pay for below target performance;

•	a stock ownership policy that requires our executive officers to build and maintain a minimum equity stake in the Company to help align our executive officers’ interests with the long-term interests of our shareholders;

•	hedging and pledging policies that prohibit any of our executive officers from hedging or pledging our shares or holding derivative instruments tied to our shares, other than derivative instruments issued by us; and

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an Incentive Compensation Recoupment Policy that allows the Company to recover or adjust incentive compensation to the extent the Compensation Committee determines that payments or awards have exceeded the amount that would otherwise have been received due to a restatement of our financial statements or if the Compensation Committee determines that an executive has engaged in, or has knowledge of and fails to prevent or disclose, fraud or intentional misconduct pertaining to any financial reporting requirements.

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•	increased revenue;

•	net income measures (including, but not limited to, income after capital costs and income before or after taxes);

•	share price measures (including, but not limited to, growth measures and total shareholder return);

•	price per share;

•	market share;

•	earnings per share (actual or targeted growth);

•	earnings before interest, taxes, depreciation and amortization ("EBITDA");

•	economic value added (or an equivalent metric);

•	market value added;

•	debt to equity ratio;

•	cash flow measures (including, but not limited to, cash flow return on capital or tangible capital, net cash flow, net cash flow before financing activities, cash flow value added and cash flow return on market capitalization);

•	return measures (including, but not limited to, return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors' capital and return on average equity);

•	operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency);

•	expense measures (including, but not limited to, overhead costs, general and administrative expense, cost control and project management);

•	margins;

•	shareholder value;

•	total shareholder return;

•	proceeds from dispositions;

•	total market value; and

•	corporate values measures (including ethics compliance, environmental, human resources development and safety).

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•	Articles of Association;

•	Organizational Regulations;

•	Corporate Governance Guidelines;

•	Audit Committee Charter;

•	Corporate Governance Committee Charter;

•	Compensation Committee Charter;

•	Finance Committee Charter;

•	Health Safety and Environment Committee Charter;

•	Our Mission Statement;

•	Our FIRST Core Values; and

•	Code of Integrity.

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•	high professional and personal ethics and values;

•	a record of professional accomplishment in his/her chosen field;

•	relevant expertise and experience; and

•	a reputation, both personal and professional, consistent with our core values.

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•	the name of and contact information for the candidate;

•	a statement detailing the candidate's qualifications and business and educational experience;

•	information regarding the qualifications and qualities described under "Director Nomination Process" above;

•	a signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director;

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a signed irrevocable letter of resignation from the proposed candidate which, in accordance with our Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election, such candidate fails to receive more votes cast "FOR" than "AGAINST" his or her election and (2) the Board of Directors accepts the resignation; provided, however, that if Agenda Item 8 is approved at the Annual General Meeting, this requirement will no longer be applicable;

•	a statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate Governance Committee;

•	a statement detailing any relationship between the candidate and any customer, supplier or competitor of ours;

•	financial and accounting experience of the candidate, to enable the Corporate Governance Committee to determine whether the candidate would be suitable for Audit Committee membership; and

•	detailed information about any relationship or understanding between the proposing shareholder and the candidate.

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•	annually review and approve the compensation paid to members of the Board of Directors, executive officers and other officers at or above the Senior Vice President level;

•	select appropriate peer groups and market reference points against which the Company's Board of Directors and executive compensation is compared;

•	annually establish focus areas for our CEO, annually review the CEO's performance in light of the focus areas and set the CEO's compensation based on this evaluation, together with competitive data;

•	administer our Long-Term Incentive Plan, Performance Award and Cash Bonus Plan, Deferred Compensation Plan, and any other compensation plans or arrangements providing for benefits primarily to members of the Board of Directors and executive officers in accordance with goals and objectives established by the Board of Directors, the terms of the plans, and any applicable rules and regulations;

•	consider and make recommendations to the Board of Directors, with guidance from an outside compensation consultant, concerning the existing Board of Directors and executive compensation programs and changes to such programs;

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consider, with guidance from an outside compensation consultant, and approve the terms of any contractual agreements and other similar arrangements (to the extent permitted by applicable law) that may be entered into with members of the Board of Directors and officers; provided, however, that the Compensation Committee shall not recommend and the Board of Directors shall not authorize "single-trigger" change of control agreements for any of our officers or directors;

•	assess the risks, with the assistance of external resources as the Compensation Committee deems appropriate, of the Company's compensation arrangements applicable to members of the Board of Directors and the Company's executive officers and other employees; and

•	retain and approve the fees of legal, accounting or other advisors, including any compensation consultant, employed by the Committee to assist it in the evaluation of executive and director compensation.

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•	an understanding of generally accepted accounting principles and financial statements;

•	an ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

•	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;

•	an understanding of internal controls and procedures for financial reporting; and

•	an understanding of audit committee functions.

•	education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

•	experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

•	experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

•	other relevant experience.

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(1)	The Chairman of the Board of Directors receives an annual retainer of $265,000.

(2)	The board meeting attendance fee is only paid for those meetings that were attended in excess of the four regularly scheduled board meetings.

(3)	The committee meeting attendance fee is only paid for those meetings that were attended in excess of the first four committee meetings.

(4)

Deferred units are granted to each non-employee director annually immediately following the Board of Directors meeting held in connection with our Annual General Meeting. On the date of grant, the deferred units have an aggregate value equal to $260,000 based upon the average of the high and low sales prices of our shares for each of the 10 trading days immediately prior to the date of grant. The deferred units vest on the date first to occur of (i) the first anniversary of the date of grant or (ii) the Annual General Meeting next following the date of grant, subject to continued service through the vesting date. Vesting of the deferred units is not subject to any performance measures.

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(1)

This represents the aggregate grant date fair value under accounting standards for recognition of share-based compensation expense for deferred units granted to our directors in 2013, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions with respect to these awards, please see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

(2)

The aggregate number of vested and unvested deferred units, stock appreciation rights and outstanding option awards at December 31, 2013 for each non-employee director was as follows: Mr. Barker, 8,588 unvested deferred units; Mr. Bindra, 4,426 vested and 9,844 unvested deferred units; Mr. Cason, options to purchase 7,640 shares, 7,640 SARs and 13,395 vested and 9,844 unvested deferred units; Ms. Chang, 1,914 vested deferred units and 8,588 unvested deferred units; Mr. Curado, 4,760 unvested deferred units; Mr. Deaton, 1,914 vested deferred units and 8,588 unvested deferred units; Mr. Lucas, 4,426 vested and 9,844 unvested deferred units; Mr. McNamara, 18,528 vested and 9,844 unvested deferred units; Mr. Merksamer 4,760 unvested deferred units; Mr. Muller, options to purchase 5,730 shares, 7,640 SARs and 13,395 vested and 9,844 unvested deferred units; Mr. Sprague, 18,528 vested and 9,844 unvested deferred units; Mr. Strachan, 18,528 vested and 9,844 unvested deferred units; and Mr. Tan, 4,426 vested and 9,844 unvested deferred units.

(3)	Represents dividend equivalents paid during 2013 on all vested and unvested deferred units.

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(1)	The percentage indicated is based on the [ ] outstanding shares at March [ ], 2014.

(2)	The number of shares held by Franklin Resources, Inc. is based on a statement of significant shareholdings filed with the SIX Swiss Exchange on February 5, 2014. According to the filing, Franklin Resources, Inc., the parent company of Franklin Mutual Advisers, LLC, Franklin Advisers, Inc. and Franklin Investment Advisory Services, LLC, has voting rights over 22,868,213 shares.

(3)	The number of shares is based on the Schedule 13G filed with the SEC on February 10, 2014 by PRIMECAP Management Company.

(4)

The number of shares is based on the Schedule 13D filed with the SEC on November 10, 2013 by Icahn Capital L.P. with respect to itself, Carl C. Icahn and certain other affiliated entities of Carl C. Icahn. According to the filing, (i) High River Limited Partnership, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 4,295,579 shares; (ii) Hopper Investments LLC, a Delaware limited liability company, has shared voting power and shared dispositive power with regard to 4,295,579 shares; (iii) Barberry Corp., a Delaware corporation, has shared voting power and shared dispositive power with regard to 4,295,579 shares; (iv) Icahn Partners Master Fund LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 6,836,919 shares; (v) Icahn Partners Master Fund II LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 2,682,968 shares; (vi) Icahn Partners Master Fund III LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 1,181,104 shares; (vii) Icahn Offshore LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 10,700,991; (viii) Icahn Partners LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 6,481,330 shares; (ix) Icahn Onshore LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 6,481,330 shares; (x) Icahn Capital LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 17,182,321 shares; (xi) IPH GP LLC, a Delaware limited liability company, has shared voting power and shared dispositive power with regard to 17,182,321 shares; (xii) Icahn Enterprises Holdings L.P., a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 17,182,321 shares; (xiii) Icahn Enterprises G.P. Inc., a Delaware corporation, has shared voting power and shared dispositive power with regard to 17,182,321 shares; (xiv) Beckton Corp., a Delaware corporation, has shared voting power and shared dispositive power with regard to 17,182,321 shares; and (xv) Carl C. Icahn has shared voting power and shared dispositive power with regard to 21,477,900 shares. Carl C. Icahn, by virtue of his relationship to the other reporting persons, is deemed to beneficially own the shares which the other reporting persons directly beneficially own. According to the Schedule 13D, each of the reporting persons may have shared voting and/or dispositive power over all or some of such shares.

(5)	The number of shares is based on the Schedule 13G/A filed with the SEC on February 3, 2014 by BlackRock, Inc.

(6)

The number of shares held by The Capital Group Companies, Inc. is based on a statement of significant shareholdings filed with the SIX Swiss Exchange on November 4, 2013. According to the filing, The Capital Group Companies, Inc., along with funds managed by Capital Research and Management Company and clients' portfolios managed by Capital Guardian Trust Company, Capital International Limited, Capital International Inc., Capital International Sàrl and Capital International K.K., have voting rights over 18,347,476 shares.

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(1)	The business address of each director and executive officer is c/o Transocean Management Ltd., 10 Chemin de Blandonnet, CH-1214, Vernier, Switzerland. None of the shares beneficially owned by our directors or executive officers are pledged as security.

(2)	Includes shares held by Mr. Tonnel through the Transocean Employee Savings Plan [(987)].

(3)

Includes shares that may be acquired within 60 days from March [20], 2014 through the exercise of options held by Messrs. Newman (368,852), Ikaheimonen (14,295), Stobart (12,865), Tonnel (58,010), Cason (7,640), Muller (5,730), and all directors and executive officers as a group (467,392). Also includes (a) rights to acquire shares under our deferred compensation plan held by Mr. McNamara [(11,798)] and all directors and executive officers as a group [(11,798)]; (b) vested deferred units held by Messrs. Bindra (4,426), Cason (13,395), Deaton (1,914) Lucas (4,426), McNamara (18,528), Muller (13,395), Sprague (18,528), Strachan (18,528), Tan (4,426), Ms. Chang (1,914), and all directors and executive officers as a group (99,480). Does not include out-of-the-money SARs held by Messrs. Cason (7,640) and Muller (7,640), and all directors and executive officers as a group (15,280). The base prices of the SARs of $90.27 per share and $107.63 per share were above the closing price for our shares on the NYSE on February [ ], 2014 of $[ ] per share.

(4)	As of March 21, 2014, each listed individual and our directors and executive officers as a group beneficially owned less than 1.0% of the outstanding shares.

(5)	Includes 2,950 shares held in a joint account with his wife.

(6)	Includes 1,000 shares held in a joint account with his wife.

(7)	Includes 6,389 shares held in a family trust with Mr. Muller and his wife serving as trustees.

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•	Steven L. Newman, President and Chief Executive Officer

•	Esa Ikaheimonen, Executive Vice President and Chief Financial Officer

•	John B. Stobart, Executive Vice President and Chief Operating Officer

•	Allen M. Katz, Interim Senior Vice President and General Counsel

•	David Tonnel, Senior Vice President, Finance and Controller

•	Ihab M. Toma, former Executive Vice President and Chief of Staff

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•	we revised the industry peer group by which we benchmark compensation to eliminate companies with revenues greater than 250% or less than 30% of Transocean’s;

•	we altered the mix of long-term incentive awards so that performance contingent deferred units now constitute half of the overall long-term incentive awards (compared to one third in 2013) and changed the performance conditions, so that performance will be measured based equally on relative total shareholder return and return on capital employed;

•	we implemented revised stock ownership guidelines to increase the amount of our shares that our Chief Executive Officer must own before selling any shares awarded to him under our Long-Term Incentive Plan (the "LTIP") to six times his base pay, compared to five times base pay in prior years;

•	we eliminated tax equalization benefits for the Company’s Swiss-based expatriate Executive Management Team and Named Executive Officers;

•	we approved a one-time, cash payment to the Swiss-based Executive Management Team in order to settle tax liabilities incurred and estimated through 2013, honoring the Company’s previous commitments; and

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•	adopted employment agreements for the Executive Management Team to reflect the elimination of the tax equalization benefits to Swiss-based expatriate Executive Officers.

•	Safety Performance: 30% of total target bonus amount; potential payouts ranging from 0% to 200%

•	Financial Performance: 50% of total target bonus amount; potential payouts ranging from 0% to 200%

•	Strategic Objectives: 20% of total target bonus amount; potential payouts ranging from 0% to 200%

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•	Fire, explosion, release of a hazardous substance with serious injury or fatality

•	Major structural damage

•	Serious injuries/fatalities

•	Uncontrolled release of hazardous fluids

•	EBIDA is calculated as net income (loss) before extraordinary items, plus depreciation expense, plus (minus) net interest (income) expense, plus (minus) loss (gain), net of tax, on all unusual items, plus expenditures related to approved long-term investments.

•	Average Capital is equal to total equity, plus total long-term debt (book value), minus cash and cash equivalents, minus goodwill, plus capitalized lease obligations under GAAP (short and long term), plus accumulated depreciation on fixed assets, plus incremental capital expenditures during the year, minus capital expenditures related to newbuilds and other approved long-term investments.

•	For the purpose of calculating CFVA in 2013, the weighted average cost of capital was set at 9 percent at the start of the year.

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•	externally against the amounts paid to Executive Officers holding comparable positions at companies with which we compete for executive talent; and

•	internally for purposes of ensuring internal equity.

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•	reviewing and approving the target and actual compensation paid to and the benefit levels received by our Executive Officers and other officers at or above the Senior Vice President level;

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annually establishing focus areas for our Chief Executive Officer, annually evaluating all aspects of our Chief Executive Officer's performance in light of these focus areas (with the participation of all non-executive members of our Board of Directors), and setting our Chief Executive Officer's compensation based on this evaluation and after reviewing data concerning compensation practices in the competitive market;

•	establishing and approving our executive compensation plans and arrangements to provide benefits to our Executive Officers and other officers at or above the Senior Vice President level in accordance with the goals and objectives of the Company as established by the Board of Directors;

•	administering the Company's Long-Term Incentive Plan, including determining plan eligibility and approving individual awards for all plan participants;

•	administering the Company's Performance Award and Cash Bonus plan and approving individual awards for all executive officers;

•	considering and approving executive employment and, to the extent permissible under Swiss law, severance agreements or other contractual agreements that may be entered into with our Executive Officers (which shall not include "single-trigger" change-in-control agreements);

•	reviewing and discussing this Compensation Discussion and Analysis with our management and, based upon such review and discussion, recommending to our Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement for our Annual General Meeting; and

•	assessing the risks associated with the Company's compensation arrangements.

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•	expertise on compensation strategy and program design;

•	information relating to the selection of the Company's peer group;

•	relevant market data and alternatives to consider when making compensation decisions;

•	assistance in establishing and updating annual and long-term incentive guidelines;

•	periodic reviews of the total executive compensation program; and

•	support and advice as the Compensation Committee conducts its analysis of and makes its decisions regarding executive compensation.

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(1)	Base salary is denominated in U.S. dollars (US$). Messrs. Ikaheimonen’s and Toma’s salaries were paid in Swiss francs (CHF) but, for purposes of this table, converted to US$ using the average annual CHF to US$ exchange rates of 1.0753 and 1.06668 for 2013 and 2012, respectively, and exchange rates ranging from 0.781 to 0.3967 for 2011.

(2)	Represents the aggregate grant date fair value during such year under accounting standards for recognition of share‑based compensation expense for the specified year. For a discussion of the valuation assumptions with respect to these awards, please see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

(3)

Non-Equity Incentive Plan Compensation includes annual cash bonuses paid to the Named Executive Officers based on service during the year included in the table and awarded in the following year pursuant to the Performance Award and Cash Bonus Plan. The Performance Award and Cash Bonus Plan, including the performance targets used for 2013, is described under “Compensation Discussion and Analysis—Performance Award and Cash Bonus Plan.”

(4)	There are no nonqualified deferred compensation earnings included in this column because no Named Executive Officer received above‑market or preferential earnings on such compensation during 2013, 2012 or 2011.

(5)	All other compensation for 2013 consists of the following:

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(1)	Messrs. Newman, Stobart, Katz and Tonnel participate in the U.S. 401(k) Savings Plan. Messrs. Ikaheimonen and Toma participate in the Transocean Management Ltd. Pension Plan. Amounts shown represent Company contributions to those plans.

(2)

Amounts represent automobile allowances, housing allowances for Mr. Newman ($179,925), Mr. Ikaheimonen ($180,645), Mr. Stobart ($157,362), Mr. Tonnel ($56,255), and Mr. Toma (165,591); home country leave allowances for Mr. Newman ($39,500), Mr. Stobart ($41,816), and Mr. Tonnel ($42,892); and dependent education costs for Mr. Newman ($76,926), Mr. Ikaheimonen ($184,532), Mr. Stobart ($144,737), and Mr. Tonnel ($42,892).

(3)

Amounts include taxes paid by the Company to a taxing authority in 2013 with respect to taxes on income earned in previous years. Amounts also include an estimate of remaining taxes due through tax year 2013 as a result of the discontinuation of tax equalization for Swiss-based executive management, effective December 31, 2013, for Mr. Newman ($1,773,261), Mr. Ikaheimonen ($96,937), and Mr. Stobart ($172,161).

(1)

This column shows the amount of cash payable to the Named Executive Officers under our Performance Award and Cash Bonus Plan. Actual amounts earned by the Named Executive Officers under the plan appear in the Non-Equity Incentive Plan Compensation Column of the Summary Compensation Table. For more information regarding our Performance Award and Cash Bonus Plan, including the performance targets used for 2013, see “Compensation Discussion and Analysis—Performance Award and Cash Bonus Plan.”

(2)

The February 14, 2013 contingent deferred unit award is subject to a three-year performance period ending on December 31, 2015. The actual number of deferred units received will be determined in the first 60 days of 2016 and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Any earned shares will vest on December 31, 2015. For more information regarding the LTIP, including the performance targets used for 2013 and the contingent nature of the awards granted under the LTIP, please read, “Compensation Discussion and Analysis—Long-Term Incentive Plan.”

(3)	This column shows the number of time-vested deferred units granted to the Named Executive Officers under the LTIP. The units vest in one-third increments over a three-year period commencing on the anniversary of the date of grant.

(4)	This column shows the number of time-vested stock options granted to the Named Executive Officers under the LTIP. The options vest in one-third increments over a three-year period commencing on the anniversary of the date of grant.

(5)	This column represents the grant date fair value of these awards calculated in accordance with accounting standards for recognition of share‑based payment awards.

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(1)	Calculated by multiplying the closing price of our shares on the NYSE on the date of vesting multiplied by the number of shares that vested on such date.

(2)	Includes 23,495 shares with an aggregate value of $1,161,123 that vested on December 31, 2013, in connection with Mr. Toma’s separation from the Company.

•	Transocean U.S. Retirement Plan,

•	Transocean Pension Equalization Plan,

•	Transocean International Retirement Plan, and

•	Transocean Management Ltd. Pension Plan.

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(1)	The Transocean U.S. Supplemental Savings Plan was frozen as of December 31, 2008. Accordingly, no new participants have been added since 2008. The balances under the plan will continue to accrue interest and remain in the plan until the participant leaves the Company.

(2)	Represents earnings in 2013 on balances in the Transocean U.S. Supplemental Savings Plan.

(3)	Represents balances as of December 31, 2013 in the Transocean U.S. Supplemental Savings Plan.

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(1)	The amount of PEP benefits included in the table for each of Messrs. Newman and Tonnel represents the present value of those benefits which would not have been payable as of December 31, 2013 but would be payable once he reaches 55 years of age.

(2)	The supplemental savings plan benefit is equal to the balance, which includes interest, recorded in each Named Executive Officer’s account as of December 31, 2013. Each of Messrs. Newman and Tonnel is eligible to receive a lump sum payment of the balance after a six-month waiting period after their termination. No distributions or withdrawals are permitted prior to termination.

(1)	Any involuntary not-for-cause termination as of December 31, 2013 would have been calculated under the executive severance benefit and the Performance Award and Cash Bonus Plan.

(2)	The terms and conditions of the non-qualified option awards provide that upon an involuntary, not-for-cause termination, any unvested options are canceled as of the date of termination.

(3)	The time-based deferred units (“DUs”) are awards that vest in equal installments over three years, on the first, second and third anniversaries of the date of grant. Upon an involuntary, not-for-cause termination, all of the DUs would vest.

(4)

The performance-based deferred units (“CDUs”) are based upon the achievement of a performance standard over a three-year period. The determination period for a portion of the CDUs ends on December 31, 2014 and the determination period for the remaining CDUs ends on December 31, 2015. The actual number of deferred units received will be determined in the first 60 days of 2015 of 2016, as applicable, and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Upon an involuntary, not-for-cause termination, the Named Executive Officers would receive a pro-rata portion of the CDUs. The pro-rata portion of the CDUs is determined by multiplying the number of CDUs which would have otherwise been earned had the Named Executive Officer's employment not been terminated by a fraction, the numerator of which is the number of calendar days he was employed during the performance cycle after the grant date and the denominator of which is the total number of calendar days in the performance cycle after the grant date.

(5)	The amount of PEP benefits included in the table for each of Messrs. Newman and Tonnel represents the present value of those benefits which would not have been payable as of December 31, 2013 but would be payable once he reaches 55 years of age.

(6)	The supplemental savings plan benefit is equal to the balance, which includes interest, recorded in each Named Executive Officer’s account as of December 31, 2013. Each of Messrs. Newman and Tonnel is eligible to receive a lump sum payment of the balance after a six-month waiting period after his termination. No distributions or withdrawals are permitted prior to termination.

(7)	Under the terms of his employment agreement, Mr. Katz is not eligible for the executive severance benefit. See “Compensation Discussion and Analysis--Employment Agreement with Allen Katz” above.

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(1)	Each Named Executive Officer's beneficiary would receive the pro rata share of the deceased's targeted non-equity incentive plan compensation for 2013. If the Named Executive Officer died on December 31, 2013, then this pro rata share would be equal to 100% of such Named Executive Officer's targeted non-equity compensation for 2013.

(2)	The unvested portions of the stock options and DUs vest immediately upon death.

(3)	The beneficiary of each Named Executive Officer is entitled to a pro-rata portion of CDUs upon such Named Executive Officer's death.

(4)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “I. Involuntary Not-for-Cause Termination” scenario described above.

(5)	We provide each of our Named Executive Officers with a life insurance benefit equal to four times covered annual earnings; for USD-paid executives only, the life insurance benefit is capped at a maximum of $1,000,000.

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(1)	Each of the potential non-equity incentive plan compensation and supplemental savings plan payments under this “Disability” scenario would be the same as contemplated under the “Death” scenario described above.

(2)	The unvested portions of the stock options and DUs vest immediately upon disability.

(3)	Each Named Executive Officer is entitled to a pro-rata portion of the CDUs upon disability.

(4)	None of our Named Executive Officers is eligible for any disability benefits beyond those benefits that are available generally to all of our salaried employees.

(1)	The treatment of CDU awards upon retirement would be treated the same as described under “Involuntary Not-for-Cause Termination” above.

(2)

Each of Messrs. Newman and Tonnel had not reached at least 55 years of age as of December 31, 2013 and were therefore not eligible for early retirement or normal retirement (age 65) under the PEP. The amount of PEP benefits included in the table for each of Messrs. Newman and Tonnel represent the present value of those benefits which would not have been payable as of December 31, 2013 but would be payable once he reaches 55 years of age.

(3)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “Involuntary Not-for-Cause Termination” scenario described above.

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(1)	Any termination in connection with a change of control as of December 31, 2013 would have been calculated under the executive severance benefit policy and the Performance Award and Cash Bonus Plan.

(2)	The unvested portions of the stock options and DUs vest immediately upon a change of control termination.

(3)	Each Named Executive Officer is entitled to the number of CDUs equal to the target award upon a change of control termination.

(4)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “Involuntary Not-for-Cause Termination” scenario described above.

(5)	Under the terms of his employment agreement, Mr. Katz is not eligible for the executive severance benefit. See “Employment Agreement with Allen Katz” above.

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(1)	Restricted shares and deferred units are included in the awards we may grant under the LTIP, and 3,038,491 shares are available for future issuance pursuant to grants of restricted shares and deferred units.

(2)

Does not include 104,664 shares to be issued upon the exercise of options with a weighted average exercise price of $47.97 that were granted under (a) equity compensation plans of GlobalSantaFe Corporation assumed by us in connection with our merger with GlobalSantaFe, (b) the Sedco Forex Option plan assumed by us in connection with our merger with Sedco Forex Holding Limited, and (c) equity compensation plans of R&B Falcon Corporation assumed by us in connection with our merger with R&B Falcon (collectively, the "Assumed Plans"). No new awards will be granted under the Assumed Plans.

(3)

Does not include any shares that may be distributed under our deferred compensation plan, which has not been approved by our shareholders. Under this plan, our directors could defer any fees or retainers by investing those amounts in Transocean Inc. ordinary share equivalents or in other investments selected by the administrative committee. Amounts that are invested in the share equivalents at the time of distribution are distributed in ordinary shares. After December 31, 2005, no further deferrals may be made under the plan. As of the time immediately prior to our merger with GlobalSantaFe, our directors had purchased 30,490 Transocean Inc. ordinary share equivalents under this plan. Each of the share equivalents was reclassified into 0.6996 share equivalents and $33.03 cash. Fractional share equivalents were paid in cash. The total cash consideration was used to purchase additional share equivalents using the closing price for Transocean Inc. ordinary shares on November 27, 2007. As a result of the redomestication transaction pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company, each Transocean Inc. ordinary share equivalent was exchanged for a Transocean Ltd. share equivalent. For the years ended December 31, 2013 and December 31, 2012, our directors held 22,394 and 24,513 share equivalents under the plan, respectively.

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•	your name and address and the name and address of the person or persons to be nominated;

•

a representation that you are a holder of record of our shares entitled to vote at the meeting or, if the record date for the meeting is subsequent to the date required for that shareholder notice, a representation that you are a holder of record at the time of the notice and intend to be a holder of record on the date of the meeting and, in either case, setting forth the class and number of shares so held, including shares held beneficially;

•	a representation that you intend to appear in person or by proxy as a holder of record at the meeting to nominate the person or persons specified in the notice;

•	a description of all arrangements or understandings between you and each nominee you propose and any other person or persons under which the nomination or nominations are to be made by you;

•	any other information regarding each nominee you propose that would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and

•	the consent of each nominee to serve as a director if so elected.

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