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(1)	Approval of the 2012 Annual Report, including the Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2012 and the Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2012.

(2)	Appropriation of the Available Earnings for Fiscal Year 2012.

(3)	Distribution of a Dividend 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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(4)	Readoption of Authorized Share Capital.

(5)	Shareholder Proposal to Repeal the Company's Staggered Board.

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(6)	Election and Reelection of Directors.

6.1	Election of Frederico F. Curado as a Director.

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•	Approval of the 2012 Annual Report, including the consolidated financial statements of Transocean Ltd. for fiscal year 2012 and the statutory financial statements of Transocean Ltd. for fiscal year 2012.

•	Appropriation of the available earnings for fiscal year 2012.

•	Distribution of a dividend out of general legal reserves from capital contribution (following a release and allocation of general legal reserves from capital contribution to dividend reserve from capital contribution):

•	Readoption of the authorized share capital.

•	Shareholder proposal regarding the repeal of the Company's staggered board by amendment to Article 23 of the Company's Articles of Association.

•	Election and reelection of directors:

•	Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013 and reelection of Ernst & Young Ltd, Zurich, as the Company's auditor pursuant to the Swiss Code of Obligations for a further one-year term.

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•	Advisory vote to approve compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.

•

Approval of the proposal with respect to the 2012 Annual Report and the 2012 consolidated financial statements and 2012 statutory financial statements of Transocean Ltd. requires the affirmative vote of a majority of the votes cast in person or by proxy at the annual general meeting, not counting abstentions, broker non-votes or blank or invalid ballots which will have no effect on this proposal .

•	Approval of the proposal for the appropriation of available earnings for fiscal year 2012 to be carried forward requires the affirmative vote of a majority of the votes cast in person or by proxy at the annual general meeting, not counting abstentions, broker non-votes or blank or invalid ballots which will have no effect on this proposal .

•	Approval of the proposal for a dividend distribution out of general legal reserve from capital contribution in principle requires the affirmative vote of a majority of the votes cast in person or by proxy at the annual general meeting, not counting abstentions, broker non-votes or blank or invalid ballots which will have no effect on this proposal .

•

Assuming the proposal for a dividend distribution out of general legal reserve from capital contribution in principle receives the required vote, then, as between the Board of Directors' distribution proposal and the Icahn Group's distribution proposal, only the proposal receiving the greater number of affirmative votes (not counting abstentions, broker non-votes and blank or invalid ballots which will have no effect on this proposal ) will be considered passed. If any shareholder casts an affirmative vote on the Board of Directors' distribution proposal and an affirmative vote on the Icahn Group's distribution proposal, that vote will be considered invalid and will not be counted which will have no effect on this proposal .

•	Approval of the proposal for the readoption of the authorized share capital requires the affirmative vote of two-thirds of the votes represented at the annual general meeting. An abstention, broker non-vote or blank or invalid ballot will have the effect of a vote "AGAINST" this proposal.

•	Approval of the shareholder proposal to repeal the Company's staggered board requires the affirmative vote of two-thirds of the shares entitled to vote at the annual general meeting. An abstention, broker non-vote or blank or invalid ballot will have the effect of a vote "AGAINST" this proposal.

•	Approval of the proposals to elect nominees named in the proxy statement as directors requires with respect to each nominee the affirmative vote of a plurality of the votes cast in person or by proxy at the annual general meeting. As described later in this proxy statement, our Corporate Governance Guidelines provide for a majority election of

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•

Approval of the proposal to appoint Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013 and to reelect Ernst & Young Ltd as the Company's auditor pursuant to the Swiss Code of Obligations for a further one-year term requires the affirmative vote of holders of a majority of the votes cast in person or by proxy at the annual general meeting on the proposal. Abstentions, broker non-votes and blank or invalid ballots are not counted for purposes of this proposal and will have no effect on this proposal .

•

Approval of the advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement requires the affirmative vote of a majority of the votes cast in person or by proxy at the annual general meeting. Abstentions, broker non-votes and blank or invalid ballots are not counted for purposes of this proposal and will have no effect on this proposal . The proposal is a request that the Board of Directors consider a matter; however, the proposal is not binding on the Company.

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•	giving written notice of the revocation to our Corporate Secretary at Transocean Ltd., Turmstrasse 30, CH-6300 Zug, Switzerland, with respect to proxies granted to Transocean Ltd., or to the independent representative at the address set forth above, with respect to proxies granted to the independent representative;

•	appearing at the meeting, notifying our Corporate Secretary, with respect to proxies granted to Transocean Ltd., or the independent representative, with respect to proxies granted to the independent representative, and voting in person; or

•	properly completing and executing a later-dated proxy and timely delivering it to the corporate proxy or the independent representative.

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•	Articles of Association;

•	Organizational Regulations;

•	Corporate Governance Guidelines;

•	Audit Committee Charter;

•	Corporate Governance Committee Charter;

•	Executive 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;

•	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 accepts the resignation;

•	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 our 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 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 executive compensation plans or arrangements providing for benefits to our executive officers in accordance with our goals and objectives established by the Board, the terms of the plans, and any applicable rules and regulations;

•	consider and make recommendations to the Board, with guidance from an outside compensation consultant, concerning the existing executive compensation plans and programs and the adoption of new plans and programs;

•	consider, with guidance from an outside compensation consultant, and approve the terms of any contractual agreements and other similar arrangements that may be entered into with our officers; provided, however, that the Executive Compensation Committee shall not recommend and the Board shall not authorize "single-trigger" change of control agreements for any of our officers;

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

•	retain and approve the fees of independent legal, accounting or other advisors, including any compensation consultant, used to assist it in the evaluation of executive officer 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 board meeting attendance fee is only paid for those meetings that were attended in excess of the four regularly scheduled board meetings.

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

(3)

Deferred units are granted to each non-employee director annually immediately following the Board meeting held in connection with our annual general meeting of shareholders. 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 terms of the deferred units include vesting in equal installments over three years, on the first, second and third anniversaries of the date of grant subject to continued service through each 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 2012, 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, 2012.

(2)

The aggregate number of vested and unvested deferred units, stock appreciation rights and outstanding option awards at December 31, 2012 for each non-employee director was as follows: Mr. Barker, 5,742 unvested deferred units; Mr. Bindra, 1,256 vested and 8,254 unvested deferred units; Mr. Cason, options to purchase 12,734 shares, 7,640 SARs and 8,990 vested and 9,489 unvested deferred units; Ms. Chang, 5,742 unvested deferred units; Mr. Deaton, 5,742 unvested deferred units; Mr. Lucas, 1,256 vested and 8,254 unvested deferred units; Mr. McNamara, options to purchase 5,635 shares and 14,123 vested and 9,489 unvested deferred units; Mr. Muller, options to purchase 7,640 shares, 7,640 SARs and 8,990 vested and 9,489 unvested deferred units; Mr. Sprague, 14,123 vested and 9,489 unvested deferred units; Mr. Strachan, options to purchase 5,635 shares and 14,123 vested and 9,489 unvested deferred units; Mr. Talbert, 12,527 vested and 9,489 unvested deferred units; and Mr. Tan, 1,256 vested and 8,254 unvested deferred units.

(3)	Represents dividend equivalents paid during 2012 on all vested and unvested deferred units.

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(1)	The percentage indicated is based on the 370,967,382 outstanding shares at March 20, 2013.

(2)

The number of shares is based on the Schedule 13D/A filed with the SEC on January 30, 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 4,030,806 shares; (ii) Hopper Investments LLC, a Delaware limited liability company, has shared voting power and shared dispositive power with regard to 4,030,806 shares; (iii) Barberry Corp., a Delaware corporation, has shared voting power and shared dispositive power with regard to 4,030,806 shares; (iv) Icahn Partners Master Fund LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 6,345,073 shares; (v) Icahn Partners Master Fund II LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 2,537,073 shares; (vi) Icahn Partners Master Fund III LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 1,117,192 shares; (vii) Icahn Offshore LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 9,999,338; (viii) Icahn Partners LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 6,123,891 shares; (ix) Icahn Onshore LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 6,123,891 shares; (x) Icahn Capital LP, a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 16,123,229 shares; (xi) IPH GP LLC, a Delaware limited liability company, has shared voting power and shared dispositive power with regard to 16,123,229 shares; (xii) Icahn Enterprises Holdings L.P., a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 16,123,229 shares; (xiii) Icahn Enterprises G.P. Inc., a Delaware corporation, has shared voting power and shared dispositive power with regard to 16,123,229 shares; (xiv) Beckton Corp., a Delaware corporation, has shared voting power and shared dispositive power with regard to 16,123,229 shares; and (xv) Carl C. Icahn has shared voting power and shared dispositive power with regard to 20,154,035 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.

(3)

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 February 20, 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 19,705,507 shares.

(4)	The number of shares is based on the Schedule 13G filed with the SEC on January 30, 2013 by BlackRock, Inc.

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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 as follows: Employee Stock Purchase Plan— Mr. Rosa (474); Transocean Employee Savings Plan—Mr. Tonnel (987).

(3)

Includes shares that may be acquired within 60 days from March 20, 2013 through the exercise of options held by Messrs.  Cauthen (6,593), Deeming (4,365), Newman (264,394), Toma (42,934), Tonnel (40,572), Cason (7,640), McNamara (5,635), Muller (5,730), Strachan (5,635), and all directors and executive officers as a group (444,057). 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 (2,512), Cason (11,481), Lucas (2,512), McNamara (16,614), Muller (11,481), Sprague (16,614), Strachan (16,614), Talbert (15,018), and all directors and executive officers as a group (95,358), over which such individuals have sole voting power but no dispositive power. 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 27, 2013 of $52.64 per share.

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(4)	As of March 20, 2013, each listed individual and our directors and executive officers as a group beneficially owned less than 1.0% of the outstanding shares.

(5)	Includes 2,672 shares held in a joint account with his wife.

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

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

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

(9)	Includes 1,629 shares held in joint accounts with his wife.

(10)	Includes 175 shares held in a joint account with his wife.

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•	Steven L. Newman, our President and Chief Executive Officer;

•	Esa T. Ikaheimonen, our Executive Vice President and Chief Financial Officer;

•	Ihab M. Toma, our Executive Vice President, Chief of Staff;

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

•	David Tonnel, our Senior Vice President, Finance and Controller;

•	Ricardo H. Rosa, our former Executive Vice President and Chief Financial Officer;

•	Gregory L. Cauthen, our former interim Executive Vice President and Chief Financial Officer; and

•	Nick Deeming, our former Senior Vice President, General Counsel and Assistant Corporate Secretary.

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Customers—By working closely with our customers to find innovative solutions to their challenges and provide drilling equipment to support their exploration and development programs, we secured $16.8 billion in backlog in 2012. The 2012 backlog includes an unprecedented agreement with a key long-term customer to build four state-of-the-art, high-specification, ultra-deepwater drillships with industry-leading capabilities and operate each for an initial contract period of 10 years.

•	Execution—As a result of the ongoing implementation of initiatives to address the performance of our rigs in the field and our efficiency in shipyards, we successfully demonstrated a significant improvement in revenue efficiency, particularly in the latter half of 2012, improved predictability and achieved an overall reduction in project-related out-

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•	People—We continued to invest in the development of our people to maintain our position as an industry leader in safety and technical training to ensure that we have the skilled workforce and leadership required to serve our customers' needs now and in the future.

•	Announced contracts comprising $7.6 billion in backlog to build four, dynamically positioned ultra-deepwater drillships with advanced operating capabilities;

•	Completed the sale of 37 standard jackups and one swamp barge to Shelf Drilling Holdings, Ltd. and we are committed to a plan to sell the remaining seven standard jackups in our fleet, to complete our exit from operations of the standard jackup and swamp barge asset groups;

•	Divested nine non-core assets, including seven standard jackups and two non-core floaters; and

•	Discontinued drilling management services in the shallow waters of the U.S. Gulf of Mexico.

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approved base salary increases averaging 3.3% per individual in order to narrow the gap between our stated market target and the Named Executive Officers' actual salaries. The salary adjustments were intended to improve alignment with our compensation philosophy of paying salaries in line with the median of the market; following these adjustments, the base salaries of our Named Executive Officers were an average of 1% above the market median;

•

evaluated our performance as measured under the Performance Award and Cash Bonus Plan and approved cash performance awards for 2012 calculated at 107.9% of the target bonus opportunity for each individual who remained an executive officer at the time of the determination. The approved awards reflected our out-performance of certain financial targets and other key operational and strategic corporate objectives in 2012 while recognizing that safety performance in 2012 fell short of targeted levels; and

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approved long-term incentive awards in the form of stock options, time-vested deferred units and performance-contingent deferred units with target values ranging from $1,200,000 to $6,900,000. These incentive awards are designed to align the long-term interests of our Named Executive Officers and shareholders, promote value creation for our shareholders, encourage retention and continuity in a highly competitive talent market, and reward individual performance during the plan year.

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•	The Executive Compensation Committee consists solely of independent directors whose independence is evaluated on an annual basis.

•	An independent compensation consultant is retained directly by the Executive Compensation Committee and performs no other services for the Company.

•	The Executive Compensation Committee conducts an annual review of our compensation strategy, including a review of our compensation-related risk profile.

•	Our compensation philosophy and related governance features are complemented by several specific elements that are designed to align our executive compensation program with long-term shareholder interests, including:

–	Stock ownership requirements for executive officers and confirmation from each executive officer that each was in compliance with his or her required stock ownership level during 2012 and has not pledged any of our shares;

–	A policy that prohibits any of our executive officers from hedging, pledging or holding derivative instruments tied to the our shares, other than derivative instruments that may be issued by us;

–	Dividend equivalent payments on performance-contingent deferred units that are only payable to the degree that any associated shares are earned based on actual company performance—and forfeiture of dividend equivalent payments if the shares go unearned;

–	No excessive perquisites;

–	No pre-arranged individual severance agreements or special change-in-control compensation agreements with any executive officer; however, our executive officers are eligible for severance under the executive severance plan, which is described below under "Severance and Change-of-Control Arrangements";

–	No single-trigger change-in-control agreements; and

–	No multi-year employment contracts or multi-year guarantees for salary increases, non-performance based bonuses, or equity compensation with any executive officer.

•	The Company provides its shareholders with an annual advisory vote to approve the compensation of the Company's Named Executive Officers, as disclosed in this Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this proxy statement.

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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.

•	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;

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

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•	considering and approving executive employment and 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 of shareholders; and

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

•	expertise on compensation strategy and program design;

•	information relating to the selection of the Company's peer group (as described below);

•	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 Executive Compensation Committee conducts its analysis of and makes its decisions regarding executive compensation.

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•	Safety Performance, which was 25% of the total target bonus amount, with potential payouts ranging from 0% to 50% of the total target bonus amount based on actual performance. Safety performance is measured by:

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•	Financial Performance, which was 50% of the total target bonus amount, with potential payouts ranging from 0% to 100% of the total target bonus amount based on actual performance. Financial Performance was measured by Cash Flow Value Added ("CFVA") relative to our annual budget; and

•	Strategic Corporate Objectives in the areas of Execution, Customer Focus and People Focus which was 25% of the total target bonus amount, with potential payouts ranging from 0% to 50% of the total target bonus amount based on actual performance.

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•	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 2012, the weighted average cost of capital was set at 10 percent at the start of the year.

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•	a housing allowance of 11,000 to 14,000 Swiss francs per month;

•	a car allowance of 1,000 Swiss francs per month;

•	a cost of living allowance of 15% of base salary, capped at a maximum of 7,560 Swiss francs per month;

•	payment of school fees for eligible dependents under age 19; and

•	a home leave allowance equivalent to a full-fare economy round-trip ticket for the executive officer, spouse and qualifying dependents back to their point of origin which, on average, equates to approximately $27,000 per year per executive officer.

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•	a cash severance benefit equal to one year of base salary;

•	a pro rata share of that year's targeted award level, as determined by the Executive Compensation Committee, under the Bonus Plan for such executive officer;

•	all outstanding awards granted under the LTIP treated under the convenience-of-company termination provisions as provided for in the approved terms and conditions of each award; and

•	outplacement services not to exceed 5% of the base salary of the executive.

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•	the Chief Executive Officer—five times annual base salary;

•	the President and an Executive or Senior Vice President—three times annual base salary;

•	a Vice President —one time annual base salary.

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(1)

Represents the aggregate grant date fair value during such year under accounting standards for recognition of share‑based compensation expense for time-based vesting and performance-based vesting deferred units granted pursuant to the LTIP in the specified year, computed in accordance with FASB ASC Topic 718, and including for performance-based contingent deferred units (“CDUs”), the grant date fair value based upon the probable outcome of applicable performance conditions, which represents target achievement level. 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, 2012.

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(2)

Represents the aggregate grant date fair value during such year under accounting standards for recognition of share‑based compensation expense for options to purchase our shares granted under the LTIP in the specified year, 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, 2012.

(3)

Non-Equity Incentive Plan Compensation includes annual cash bonus incentives earned by the Named Executive Officers based on service during the year included in the table and paid 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 2012, 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 2012, 2011 or 2010.

(5)	The 2012 amount includes change in qualified pension benefits of $126,419 and non-qualified pension benefits of $1,622,581. The 2011 amount includes change in qualified pension benefits of $135,736 and non-qualified pension benefits of $1,103,408. The 2010 amount includes change in qualified pension benefits of $67,634 and non-qualified pension benefits of $482,649.

(6)

This amount includes a cost of living adjustment of $96,707, automobile allowance of $12,792, housing allowance of $179,086, dependent education expenses of $77,538, vacation travel allowance of $38,275, dividends and dividend equivalents on time-based deferred units of $15,429, Company contributions to Mr. Newman's Transocean U.S. Savings Plan of $15,000, interest on accrued benefits in the Supplemental Savings Plan, the life insurance premiums paid by the Company on his behalf, Swiss taxes in the amount of $635,046, tax payments on Mr. Newman's expatriate allowance earnings of $23,471 and fees paid for his financial planning benefit and club membership. The cost of living adjustment, automobile, housing and schooling allowances and Swiss tax payments described above were paid in CHF and, for presentation in this table, converted into U.S. dollars (“USD”) using the 2012 average Swiss franc (“CHF”) to USD exchange rate of 1.06668.

(7)	Mr. Ikaheimonen's salary was paid in CHF but, for purposes of this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668.

(8)	This amount represents a sign-on bonus paid in November 2012.

(9)

This amount includes a cost of living adjustment of $12,366, automobile allowance, housing allowance of $37,328, vacation travel allowance, Swiss individual tax at source payments of $50,333, relocation and moving expenses and reimbursements of $60,980 and, Company contributions to Mr. Ikaheimonen's Transocean Management Ltd. Pension Plan of $20,689. These payments were paid in CHF but, for presentation in this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668.

(10)	Mr. Cauthen was the Company's Executive Vice President and Chief Financial Officer from January 9, 2012 to November 15, 2012.

(11)	This amount represents a discretionary cash bonus paid under the terms of Mr. Cauthen's employment agreement.

(12)	This amount includes change in qualified pension benefits of $84,475 and non-qualified pension benefits of $184,277.

(13)

This amount includes dividends and dividend equivalents on time-based deferred units of $17,862, Company contributions to Mr. Cauthen's Transocean U.S. Savings Plan of $12,600, the life insurance premiums paid by the Company on his behalf and Swiss taxes in the amount of $28,352. The Swiss tax payments were paid in CHF and, for presentation in this table, converted into USD using the 2012 average USD to CHF to USD exchange rate of 1.06668.

(14)	Mr. Rosa was the Company's Executive Vice President and Chief Financial Officer until January 9, 2012.

(15)	Mr. Rosa's salary was paid in CHF but, for purposes of this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668 and CHF to USD exchange rates ranging from 0.781 to 0.967 for 2011 and 0.967 to 1.131 for 2010.

(16)

This amount includes a severance payment of $645,414, cost of living adjustment of $32,260, automobile allowance, housing allowance of $44,806, Swiss individual tax at source payments of $63,161, dividends and dividend equivalents on time-based deferred units, relocation and moving expenses and reimbursements of $29,600, and Company contributions to Mr. Rosa's Transocean Management Ltd. Pension Plan of $47,113. These payments were paid in CHF but, for presentation in this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668.

(17)	This amount represents a sign-on bonus paid in October 2012.

(18)	This amount represents a change in qualified pension benefits.

(19)	This amount includes Company contributions to Mr. Stobart's Transocean U.S. Savings Plan, the life insurance premiums paid by the Company on his behalf and relocation and moving expenses and reimbursements of $18,557.

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(20)	Mr. Toma's salary was paid in CHF but, for purposes of this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668 and CHF to USD exchange rates ranging from 0.781 to 0.967 for 2011 and 0.967 to 1.131 for 2010.

(21)

This amount includes a cost of living adjustment of $86,617, automobile allowance of $12,802, housing allowance of $179,222, vacation travel allowance, Swiss estimated tax payments of $218,181, dividends and dividend equivalents on time-based deferred units, Company contributions to Mr. Toma's Transocean Management Ltd. Pension Plan of $102,323 and the fees paid for his club membership. These payments were paid in CHF but, for presentation in this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668.

(22)	From January 2012 through February 2012, Mr. Tonnel's salary was paid in Euros ("EUR") but, for presentation in this table, converted into USD using EUR to USD exchange rates ranging from 1.28932 to 1.32202. Effective March 1, 2012, Mr. Tonnel transferred to our Houston, Texas office and was paid in USD.

(23)	This amount includes change in qualified pension benefits of $41,622 and non-qualified pension benefits of $50,926.

(24)

This amount includes an exchange rate coefficient and automobile allowance, a housing allowance of $38,521, dependent education expenses of $81,249, vacation travel allowance of $33,933, dividends and dividend equivalents on time-based deferred units, Company contributions to Mr. Tonnel's Transocean U.S. Savings Plan of $15,000, interest on accrued benefits in the Supplemental Savings Plan, Company contributions to Mr. Tonnel's European Savings Plan, the life insurance premiums paid by the Company on his behalf, relocation and moving expenses and reimbursements of $110,427, the payout of unused vacation of $41,609 and Mr. Tonnel's distribution from the Company's French Profit Sharing Plan of $22,575. The profit sharing distribution, unused vacation payout and a portion of automobile allowance and life insurance premium payments described above were paid in EUR but, for presentation in this table, converted into USD using EUR to USD exchange rates ranging from 1.28932 to 1.32202.

(25)	Mr. Deeming was the Company's Senior Vice President and General Counsel until October 23, 2012.

(26)	Mr. Deeming's salary was paid in CHF, but, for purposes of this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668 and CHF to USD exchange rates ranging from 0.781 to 0.967 for 2011.

(27)

This amount includes a severance payment of $687,341, cost of living adjustment of $77,163, automobile allowance of $10,393, housing allowance of $149,352, vacation travel allowance, Swiss individual tax at source payments of $348,837, dividends and dividend equivalents on time-based deferred units, United Kingdom home tax liability payment of $204,082, relocation and moving expenses and reimbursements, and Company contributions to Mr. Deeming's Transocean Management Ltd. Pension Plan of $123,411. The payments described above were paid in CHF but, for presentation in this table, converted into USD using the 2012 average CHF to USD exchange rate of 1.06668.

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(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 thereunder in 2012 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 2012, see “Compensation Discussion and Analysis—Performance Award and Cash Bonus Plan.”

(2)	This column shows the number of time-vested stock options granted to the Named Executive Officers under the LTIP. The options vest in annual one-third increments on each of the first, second and third anniversaries of the date of grant.

(3)	This column shows the number of time-vested DUs granted to the Named Executive Officers under the LTIP. These DUs vest in annual one-third increments on each of the first, second and third anniversaries of the date of grant.

(4)	This column represents the grant date fair value of this equity calculated in accordance with accounting standards for recognition of share‑based payment awards, and including for CDUs, a grant fair value based upon the probable outcome of applicable performance conditions, which represents target achievement level, computed in accordance with FASB ASC Topic 718.

(5)

The February 17, 2012 CDU award is subject to a three-year performance period ending on December 31, 2014. The actual number of deferred units received will be determined in the first 60 days of 2015 and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Any earned shares will vest on December 31, 2014. For more information regarding the LTIP, including the performance targets used for 2012 and the contingent nature of the awards granted under the LTIP, please read, “Compensation Discussion and Analysis-Long—Term Incentive Plan.”

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(6)	Mr. Ikaheimonen was eligible for a pro-rated portion of an award under our Performance Award and Cash Bonus Plan based on his hire date of November 15, 2012.

(7)	Represents a sign-on equity award comprised of deferred stock units.

(8)	Represents deferred stock units granted to Mr. Cauthen in accordance with the terms of his employment agreement.

(9)	Mr. Stobart was eligible for a pro-rated portion of an award under our Performance Award and Cash Bonus Plan based on his hire date of October 1, 2012.

(10)	Represents a sign-on equity award comprised of deferred stock units.

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(1)	Time- vested stock options granted to the Named Executive Officers under the LTIP. The options generally vest in annual one-third increments on each of the first, second and third anniversaries of the date of the grant

(2)	For purposes of calculating the amounts in these columns, the closing price of our shares on the NYSE on December 30, 2012 of $44.66 was used.

(3)	Represents time-vested deferred unit retention awards, all of which, vest in one-third increments on each of the first, second and third anniversaries of the date of grant.

(4)

Represents the February 10, 2011 CDU award assuming target performance, which award is subject to a three-year performance period ending on December 31, 2013. The actual number of deferred units received will be determined in the first 60 days of 2014 and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Any shares earned will vest on December 31, 2013. For more information regarding the LTIP, including the performance targets used for 2011 and the contingent nature of the awards granted under the LTIP, please read, “Compensation Discussion and Analysis—Long-Term Incentive Plan.”

(5)

Represents the February 17, 2012 CDU award assuming target performance, which award is subject to a three-year performance period ending on December 31, 2014. The actual number of deferred units received will be determined in the first 60 days of 2015 and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Any shares earned will vest on December 31, 2014. For more information regarding the LTIP, including the performance targets used for 2012 and the contingent nature of the awards granted under the LTIP, please read, “Compensation Discussion and Analysis—Long-Term Incentive Plan.”

(1)	Represents the closing price of a share of our common stock on the NYSE on the date of vesting multiplied by the number of shares that vested on such date..

(2)	Includes 7,698 shares with an aggregate value of $645,244 that vested on April 30, 2012 in connection with Mr. Rosa's termination from the Company.

(3)	Includes 14,236 shares with an aggregate value of $1,175,542 that vested on October 23, 2012 in connection with Mr. Deeming's termination from the Company.

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(1)	The Transocean U.S. Supplemental Savings Plan was frozen as of December 31, 2008. Accordingly, no new participants were added in 2012. 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 2012 on balances in the Transocean U.S. Supplemental Savings Plan.

(3)	Represents balances as of December 31, 2012 in the Transocean U.S. Supplemental Savings Plan.

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(1)	Any involuntary not-for-cause termination as of December 31, 2012 would have been calculated under the executive severance benefit policy and the Performance Award and Cash Bonus Plan.

(2)	The amount of PEP benefits included in the table for Mr. Newman represents the present value of those benefits which would not have been payable as of December 31, 2012 but would be payable once he reaches 55 years of age.

(3)	The terms and conditions of the non-qualified option awards provide that upon an involuntary convenience of the Company termination, any unvested options terminate as of the date of termination.

(4)

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, 2013 and the determination period for the remaining CDUs ends on December 31, 2014. The actual number of deferred units received will be determined in the first 60 days of 2014 or 2015, as applicable, and is contingent on our performance in total shareholder return relative to the Performance Peer Group. Upon an involuntary convenience of the Company 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 time-based deferred units 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 convenience of the Company termination, all of the deferred units would vest.

(6)

Each Named Executive Officer's supplemental savings plan benefit is equal to the balance, which includes interest, recorded in his account as of December 31, 2012. Each Named Executive Officer is eligible to receive a single lump sum payment of the balance after a six-month waiting period after his termination. A participant may not receive a distribution or make any withdrawals prior to his termination.

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(1)	The amount of PEP benefits included in the table for Mr. Newman and Mr. Tonnel represent the present value of those benefits which would not have been payable as of December 31, 2012 but would be payable once he reaches 55 years of age.

(2)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “I. Termination at the Convenience of the Company” scenario described above.

(1)

Pursuant to the terms of his separation Mr. Rosa was entitled to a cash payment of an amount determined by multiplying his target bonus under the Cash Bonus Plan for the 2011 calendar year by a fraction, the numerator of which was the number of calendar days of employment during 2012 and the denominator of which is 366. Mr. Rosa's target bonus opportunity under the Cash Bonus Plan for the 2011 calendar year was 80% of his base salary. Mr. Deeming had the opportunity to receive a performance award for the 2012 performance period equal to the amount of the performance award that would have been earned had Mr. Deeming not terminated, pro rated by a fraction, the numerator of which is the number of full calendar months 366. The grant of a performance award was subject to achievement by the Company of certain performance measures and the discretion of the Executive Compensation Committee. Mr. Deeming's target bonus opportunity was 80% of his base salary at the time his employment terminated.

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(2)

In January 2012, the Executive Compensation Committee provided for the vesting of Mr. Rosa's unvested deferred units at the date of his termination. The Committee also provided for Mr. Rosa's stock options to continue to vest pursuant to their original vesting schedule. In October 2012, the Committee provided for the vesting of Mr. Deeming's unvested deferred units at the date of his termination. The amounts listed are based on the closing price of the Company's shares on the NYSE on December 31, 2012, which was $44.66 and represent the value of awards that would have been forfeited but for the action of the Committee.

(3)	Based on the target (100%) payout. The actual number of CDUs received will be determined after the end of the applicable performance cycle and is contingent on the Company's performance in Total Shareholder Return relative to the Performance Peer Group. In February 2013, the Executive Compensation Committee determined that the payout for the 2010 CDU Award was zero.

(1)

Mr. Newman and Mr. Tonnel had not reached at least 55 years of age as of December 31, 2012 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 Mr. Newman and Mr. Tonnel represent the present value of those benefits which would not have been payable as of December 31, 2012 but would be payable once he reaches 55 years of age.

(2)	The treatment of CDU awards upon retirement would be treated the same as described under “. I. Termination at the Convenience of the Company” above.

(3)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “I. Termination at the Convenience of the Company” scenario described above.

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(1)	Any termination in connection with a change of control as of December 31, 2012 would have been calculated under the executive severance benefit policy and the Performance Award and Cash Bonus Plan.

(2)	Unvested stock options and time-based deferred units vest immediately upon a change of control termination. The closing price of the Company's shares on the NYSE on December 31, 2012 was less than the exercise price for each of the outstanding unvested stock option awards.

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

(4)	Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the “I. Termination at the Convenience of the Company” scenario described 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 2012. If the Named Executive Officer died on December 31, 2012, then this pro rata share would be equal to 100% of such Named Executive Officer's targeted non-equity compensation for 2012.

(2)	Unvested stock options and time-based deferred units vest immediately upon death. The closing price of the Company's shares on the NYSE on December 31, 2012 was less than the exercise price for each of the outstanding unvested stock option awards.

(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. Termination at the Convenience of the Company” scenario described above.

(5)	We provide each of our Named Executive Officers with a life insurance benefit equal to four times covered annual earnings, capped at a maximum of $1,000,000 for employees paid in U.S. dollars.

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

(2)	Unvested portions of the stock options and time-based deferred units vest immediately upon disability. The closing price of the Company's shares on the NYSE on December 31, 2012 was less than the exercise price for each of the outstanding unvested stock option awards.

(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. The standard disability benefits that our Named Executive Officers would receive in the event of their disability are described under "Compensation Discussion and Analysis—Other Benefits."

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(1)	Restricted shares and deferred units are included in the awards we may grant under the LTIP, and 3,101,502 shares are available for future issuance pursuant to grants of restricted shares and deferred units.

(2)

Does not include 207,797 shares to be issued upon the exercise of options with a weighted average exercise price of $43.65 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, 2011 and December 31, 2012, our directors held 26,631 and 24,513 share equivalents under the plan, respectively.

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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 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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effective January 1, 2013, an Incentive Compensation Recoupment Policy that allows the Company to recover or adjust incentive compensation to the extent the Executive 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 Executive Compensation Committee determines than 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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•	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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