Item 3.02 Unregistered Sales of Equity Securities

On December 18, 2008, pursuant to the terms of the agreement and plan of merger, dated as of October 9, 2008 (as amended, the "Merger Agreement"), among Transocean Inc., a Cayman Islands company ("Transocean-Cayman"), Transocean Ltd., a Swiss corporation ("Transocean-Switzerland"), and Transocean Cayman Ltd., a Cayman Islands company and a wholly-owned subsidiary of Transocean-Switzerland ("Transocean-Acquisition"), Transocean-Cayman merged by way of schemes of arrangement under Cayman Islands law (the "Schemes of Arrangement") with Transocean-Acquisition, with Transocean-Cayman as the surviving company (the "Transaction").

Under the terms of the Schemes of Arrangement, each holder of Transocean-Cayman ordinary shares outstanding immediately before the Transaction received one registered share of Transocean-Switzerland, par value 15.00 Swiss francs per share (the "Transocean-Switzerland Registered Shares"), in exchange for each outstanding ordinary share of Transocean-Cayman.

In connection with the Transaction, Transocean-Switzerland issued a total of 319,228,632 Transocean-Switzerland Registered Shares to the holders of ordinary shares of Transocean-Cayman immediately prior to the effective time of the Transaction. The issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of
Section 3(a)(10) of the Securities Act. Transocean-Switzerland also issued 16 million Transocean-Switzerland Registered Shares to Transocean-Cayman. The issuance was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act.

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