UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2014

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +41 (22) 930-9000

(Former name or former address, if changed since last report)

SIGNATURES

3

Index to Exhibits

Exhibit 99.1

TRANSOCEAN LTD. REPORTS SECOND QUARTER 2014 RESULTS

·                  Revenues were $2.328 billion, compared with $2.339 billion in the first quarter of 2014;

·                  Operating and maintenance expenses were $1.213 billion, down from $1.269 billion in the prior quarter;

·                  Net income attributable to controlling interest was $587 million versus $456 million in the first quarter of 2014, which included $64 million of net unfavorable items;

·                  The Annual Effective Tax Rate(1) was 12.6 percent, down from 15.1 percent sequentially;

·                  Net income attributable to controlling interest and adjusted earnings from continuing operations, were each $587 million, or $1.61 per diluted share;

·                  Cash flows from operating activities were $636 million, compared with $136 million in the first quarter of 2014;

·                  Fleet revenue efficiency(2) was 95.0 percent, compared with 95.7 percent in the first quarter of 2014. Revenue efficiency on ultra-deepwater rigs was 94.0 percent, compared with 96.4 percent in the prior quarter;

·                  Fleet utilization(3) was 78 percent, unchanged sequentially; and

·                  Contract backlog was $25.0 billion as of the July 16, 2014 Fleet Status Report. Since this report, additional contracts totaling $78 million were secured.

ZUG, SWITZERLAND—August 6, 2014—Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today reported net income attributable to controlling interest for the three months ended June 30, 2014 of $587 million, or $1.61 per diluted share.  After consideration of several non-material and offsetting items, second quarter 2014 adjusted earnings from continuing operations were also $587 million, or $1.61 per diluted share.

For the three months ended June 30, 2013 the company reported net income attributable to controlling interest of $307 million, $0.84 per diluted share, which included net unfavorable items of

$87 million, or $0.24 per diluted share. After consideration of these net unfavorable items, second quarter 2013 adjusted earnings from continuing operations were $394 million, or $1.08 per diluted share.  A reconciliation of the non-GAAP adjusted net income and diluted earnings per share is included in the accompanying schedules.

Revenues for the three months ended June 30, 2014 were $2.328 billion, compared with revenues of $2.339 billion during the quarter ended March 31, 2014. Revenue efficiency for Transocean’s entire fleet was 95.0 percent in the second quarter, compared with 95.7 percent in the first quarter of 2014. Ultra-deepwater revenue efficiency was 94.0 percent, compared with 96.4 percent in the prior quarter. Fleet utilization was 78 percent, unchanged from the prior quarter.

Operating and maintenance expenses decreased $56 million sequentially to $1.213 billion. The decrease was due primarily to lower shipyard expenses.

General and administrative expenses increased $6 million to $63 million. The increase was due mainly to project-related legal and professional fees, and severance costs associated with the company’s organizational efficiency initiative.

Transocean’s second quarter Effective Tax Rate(4) decreased to 10.7 percent from 14.4 percent in the first quarter of 2014.  The decrease was the result of idle time on certain rigs in high-tax jurisdictions and the movement of rigs between jurisdictions. Transocean’s Annual Effective Tax Rate for the second quarter of 2014 was 12.6 percent versus 15.1 percent for the prior quarter.

Interest expense, net of amounts capitalized, was $112 million in the second quarter of 2014, compared with $126 million in the prior quarter. Capitalized interest was $42 million, a sequential increase of approximately $8 million. Interest income was $15 million, compared with $10 million in the first quarter of 2014.

Cash flows from operating activities increased $500 million sequentially to $636 million.  The increase was due primarily to the first quarter 2014 payment of $472 million associated with the January 2013 agreement with the U.S. Department of Justice.

Capital expenditures decreased $780 million from the first quarter of 2014 to $351 million.  The decrease relates to the timing of payments associated with the company’s newbuild program.

Forward-Looking Statements

The statements described in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements which could be made include, but are not limited to, changes in tax estimates. These include but are not limited to operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the future prices of oil and gas and other factors, including those discussed in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2013, and in the company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular

statement, and we undertake no obligation to publicly update or revise any forward-looking statements. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company’s web site at www.deepwater.com.

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors must rely on their own evaluation of Transocean Ltd. and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean Ltd.

Conference Call Information

Transocean will conduct a teleconference call at 10:00 a.m. EDT, 4:00 p.m. CEST, on Thursday, August 7, 2014.  To participate, dial +1 913-312-1427 and refer to confirmation code 3500262 approximately five to 10 minutes prior to the scheduled start time of the call.

In addition, the conference call will be simultaneously broadcast over the Internet in a listen-only mode and can be accessed at Transocean’s website, www.deepwater.com, by selecting “Investor Relations/Overview.” Supplemental materials that may be referenced during the conference call have been posted to Transocean’s website and can be found by selecting “Investor Relations/Financial Reports.”

A telephonic replay of the conference call will be available after 1:00 p.m. EDT, 7:00 p.m. CEST, on August 7, 2014, and can be accessed by dialing +1 719-457-0820 and referring to the confirmation code 3500262.  Also, a replay will be available by visiting the aforementioned website address. The archived call will be available for approximately 30 days.

About Transocean

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services, and believes that it operates one of the most versatile offshore drilling fleets in the world.

Transocean owns or has partial ownership interests in, and operates a fleet of, 78 mobile offshore drilling units consisting of 47 high-specification floaters (ultra-deepwater, deepwater and harsh environment drilling rigs), 21 midwater floaters and 10 high-specification jackups. In addition, the company has eight ultra-deepwater drillships and five high-specification jackups under construction.

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

Notes

(1) Annual Effective Tax Rate is defined as income tax expense from continuing operations excluding various discrete items (such as changes in estimates and tax on items excluded from income before income tax expense), divided by income from continuing operations before income tax expense excluding gains on sales and similar items pursuant to the accounting standards for income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

(2) Revenue efficiency is defined as actual contract drilling revenues for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage.

Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding amounts related to incentive provisions.   See the accompanying schedule entitled “Revenue Efficiency.”

(3) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.  See the accompanying schedule entitled “Utilization.”

(4) Effective Tax Rate is defined as income tax expense for continuing operations divided by income from continuing operations before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

(Unaudited)

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS

(1)         Average daily revenue is defined as contract drilling revenues earned per operating day.  An operating day is defined as a calendar day during which a rig is contracted to earn a dayrate during the firm contract period after commencement of operations.

TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS (continued)

(2)         Rig utilization is defined as the total number of operating days divided by the total number of available rig calendar days in the measurement period, expressed as a percentage.

Revenue Efficiency(3)

Trailing Five Quarters and Historical Data

(3)         Revenue efficiency is defined as actual contract drilling revenues for the measurement period divided by the maximum revenue calculation for the measurement period, expressed as a percentage.  Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding amounts related to incentive provisions.

Transocean Ltd. and Subsidiaries

Supplemental Effective Tax Rate Analysis

(In US$ millions)

(1)         Our estimates change as we file tax returns, settle disputes with tax authorities or become aware of other events and include changes in (a) deferred taxes, (b) valuation of allowances on deferred taxes and (c) other tax liabilities.

(2)         The three months and six months ended June 30, 2014 includes $(7) million of additional tax expense (benefit) reflecting the catch-up effect of an increase (decrease) in the annual effective tax rate from the previous quarter estimate.

(3)         Effective Tax Rate is income tax expense for continuing operations, divided by income from continuing operations before income taxes.

(4)         Annual Effective Tax Rate is income tax expense for continuing operations, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes) divided by income from continuing operations before income tax expense excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes and estimating the annual effective tax rate.

Transocean Ltd. and Subsidiaries

Non-GAAP Financial Measures and Reconciliations

Adjusted Net Income and Adjusted Diluted Earnings Per Share

(in US$ millions, except per share data)