and 3/16/09 8:11 PM Proxy Statement 2008 Report Annual on BUILDING Strength Transocean Ltd. • PROXY STATEMENT AND 2008 ANNUAL REPORT www.deepwater.com Transocean 2008 Annual Report.indd 1 CONTENTS BOARD OF DIRECTORS CORPORATE INFORMATION ROBERT E. ROSE Registered Address BNY Mellon Shareowner Services SHAREHOLDERS’ LETTER Chairman Transocean Ltd. P.O.Box 358015 Transocean Ltd. c/o Reichlin & Hess Rechtsanwälte Pittsburgh, PA 15252-8015 NOTICE OF 2009 ANNUAL GENERAL MEETING AND PROXY SATEMENT Hofstrasse 1A Or 480 Washington Boulevard, Jersey City, NJ 07310-1900 ROBERT L. LONG CH-6300 1-877-397-7229 Chief Executive Officer Zug, Switzerland 1-201-680-6578 (for callers outside the United States) 2008 ANNUAL REPORT TO SHAREHOLDERS Transocean Ltd. Phone: +41 22 930 9000 Internet address: www.bnymellon.com/shareowner/isd W. RICHARD ANDERSON E-mail Address: [email protected] ABOUT TRANSOCEAN LTD. Former President and Chief Executive Officer Prime Natural Resources, Inc. Direct Purchase Plan We are the world’s largest offshore drilling contractor and the leading provider of drilling management services THOMAS W. CASON The Bank of New York, the Transfer Agent for Transocean Ltd., offers a Direct Former Senior Vice President and Chief Financial Officer worldwide. With a fleet of 136 mobile offshore drilling units, plus 10 ultra-deepwater units nearing, under or Purchase and Sale Plan for the shares of Transocean Ltd. called BuyDirect. For Baker Hughes Incorporated more information on BuyDirect, including a complete enrollment packages, please contracted for construction, our fleet is considered one of the most modern and versatile in the world due to contact the Bank of New York at 1.877.397.7229 or 1-212-815-3700 for callers RICHARD L. GEORGE its emphasis on technically demanding segments of the offshore drilling business. We have more than 21,000 President and Chief Executive Officer outside the United States. personnel worldwide. Suncor Energy Inc. Independent Registered Public Accounting Firm VICTOR E. GRIJALVA Ernst & Young LLP Since launching the offshore industry’s first jackup drilling rig in 1954, we have achieved a long history of Retired Vice Chairman of the Board Houston, Texas technological “firsts.” These innovations include the first dynamically positioned drillship, the first rig to drill Schlumberger Limited Stock Exchange Listing year-round in the North Sea, the first semisubmersible rig for Sub-Arctic, year-round operations and the latest MARTIN B. MCNAMARA Transocean Ltd. shares are listed on the New York Stock Exchange (NYSE) under generations of ultra-deepwater semisubmersibles and drillships, including our 10 newbuild units. Partner, Gibson, Dunn & Crutcher, LLP the symbol RIG. The following table sets forth the high and low sales prices of the company’s shares for the periods indicated, as reported on the NYSE Composite Tape.1 EDWARD R. MULLER Our shares are traded on the New York Stock Exchange (NYSE) under the symbol RIG. Chairman and Chief Executive Officer Price (in U.S. dollars) HIGH LOW Mirant Corporation TM 2007 Transocean: We’re never out of our depth. First Quarter 83.20 72.47 ROBERT M. SPRAGUE Second Quarter 109.20 80.50 Retired Royal Dutch/Shell Executive Third Quarter 120.88 92.61 Fourth Quarter 149.62 107.37 IAN C. STRACHAN 2008 Former Chairman First Quarter 147.25 111.34 Instinet Group Incorporated Second Quarter 163.00 132.46 Third Quarter 154.50 105.16 Norway J. MICHAEL TALBERT Fourth Quarter 109.16 41.95 3 2 Former Chairman 1The stock prices presented reflect historical market prices and have not been restated to reflect the reclassification of our shares in conjunction Transocean Inc. with the 2007 merger with GlobalSantaFe Corporation. UK 1 1 8 5 2 JOHN L. WHITMIRE Caspian Chairman 1 Italy 1 2 Performance Graph E. Canada CONSOL Energy Inc. and CONSOL Inc. 2 The graph below compares the cumulative total shareholder return of our shares, the 1 1 Libya $640Standard & Poor’s (“S&P”) 500 Stock Index and the Simmons & Company International Egypt US Gulf of Mexico 1 Qatar $540Upstream Index over our last five fiscal years. The graph assumes that $100 was invested 1 10 Saudi Arabia 2 4 5 1 EXECUTIVE OFFICERS $440in our shares and the two indices on December 31, 2003, and that allRIG dividends, together 4 Trinidad 1 India $340with the $33.03 per share paid in connection with the reclassificationS&P of 500 our shares on 2 SE Asia ROBERT L. LONG SIMMONS UPSTREAM 2 2 1 1 15 2 $240November 2007, were reinvested on the date of payment. West Africa 1 7 Chief Executive Officer $140 3 2 5 5 Indexed$40 Cumulative Total Shareholder Return TEVEN EWMAN 1 12 S L. N December31-Dec-02 31, 31-Dec-03 2003 - December 31-Dec-04 31, 2008 31-Dec-05 31-Dec-06 31-Dec-07 President and Chief Operating Officer Brazil Australia $600 RIG 2 1 2 ARNAUD A.Y. BOBILLIER $500 Simmons 5 3 Executive Vice President, Assets $400 S&P $300 ® ROBERT J. SALTIEL $200 Executive Vice President, Performance $100 $0 ERIC B. BROWN 31-Dec-03 31-Dec-04 31-Dec-05 31-Dec-06 31-Dec-07 31-Dec-08 Senior Vice President, General Counsel and RIG $100.00 $176.60 $290.30 $336.90 $560.10 $184.90 Assistant Corporate Secretary Simmons $100.00 $147.70 $217.70 $289.40 $354.80 $140.90 Ultra-Deepwater Drillships Ultra-Deepwater Semisubmersibles Harsh Environment Semisubmersibles High Specification Jackups Inland Barges S&P $100.00 $109.00 $112.30 $127.60 $132.10 $ 81.20 GREGORY L. CAUTHEN Deepwater Drillships Deepwater Semisubmersibles Midwater Semisubmersibles Standard Jackups Senior Vice President and Chief Financial Officer 1The above Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each SHERRY RICHARD as amended, except to the extent that we specifically incorporate it by reference into such filing. Senior Vice President, Human Resources and IT As of March 23, 2009. Excludes one de-watering unit and one coring drillship. Financial Information JOHN H. BRISCOE Financial analysts and shareholders desiring information about Transocean Ltd. ABOUT THE COVER: The ultra-deepwater semsiubmersible Development Driller III, nears completion in Singapore, marking another chapter in Vice President and Controller should call the Investor Relations and Corporate Communications Department at +01 713 232 7694. Information may also be obtained by visiting the company’s Transocean’s long history of technical leadership, one of the company’s key strengths. The unit is one of 10 Transocean ultra-deepwater website at http://www.deepwater.com. rigs under or contracted for construction. The Development Driller III has a seven-year contract with BP, and operations are expected to commence by the third quarter of 2009 after shipyard construction, sea trials, mobilization and customer acceptance. NYSE Annual CEO Certification and Sarbanes- FORWARD-LOOKING STATEMENTS: Any statements included in this Proxy Statement and 2008 Annual Report that are not historical facts, Oxley Section 302 Certifications We submitted the annual chief executive officer certification to the NYSE as required including without limitation statements regarding future market trends and results of operations are forward-looking statements within the under the corporate governance rules of the NYSE. We also filed as an exhibit to our meaning of applicable securities law. Such statements are subject to numerous risks and uncertainties, including, but not limited to, those 2008 Annual Report on Form 10-K the chief executive officer certifications required that can be found in the Forward-Looking Information section (immediately preceding Item 1) and Risk Factors section (Item 1A) of the under Section 302 of the Sarbanes-Oxley Act of 2002. 2008 Annual Report that could cause actual results to differ materially from those projected. Transocean 2008 Annual Report.indd 2 3/16/09 8:11 PM 2008 LETTER TO THE SHAREHOLDERS For Transocean, 2008 was a year of significant change, record financial performance and a new beginning. Beyond our outstanding financial performance during this past year, our two most important achievements were moving our place of incorporation and primary executive offices to Switzerland and creating a strong, world-class organization from the combination of Transocean and GlobalSantaFe. In October, our Board of Directors unanimously approved moving the place of incorporation of the company’s group holding company from the Cayman Islands to Switzerland, which our shareholders overwhelmingly endorsed. In connection with our change of the place of incorporation, we relocated our principal executive offices to Geneva, Switzerland. The decision to move our place of incorporation included two important factors: 1) it will provide us with an improved ability to manage our businesses and better focus on strategic growth markets by locating our principal executive offices more centrally within our area of worldwide operations, and 2) Switzerland has a stable and developed tax regime and a network of tax treaties with most countries where we operate, improving our ability to maintain a competitive worldwide effective corporate tax rate. We have begun the process of relocating many of our officers and a small number of related support staff to Geneva. Our operations will continue to be conducted through existing subsidiaries, and Houston will continue to be the location of the company’s largest office. Our second important achievement of 2008 was successfully integrating the systems and workforces of Transocean and GlobalSantaFe. Transocean now has the world’s largest and most technologically advanced offshore rig fleet, not only in terms of total rigs, but also in every rig class in which we compete, including deepwater floaters, midwater floaters and jackups.