Seadrill Limited — Capital/Financing Update 2010

May 25, 2010

Registration Document

Listing Prospectus

Seadrill Limited

Registration Document

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Registration Document

Joint Arrangers:

Oslo, 20 May 2010

Important information

The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and

projections about global economic conditions, the economic conditions of the regions and industries

that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations

include, among others, economic and market conditions in the geographic areas and industries that

are or will be major markets for the company's businesses, market acceptance of new products and

services, changes in governmental regulations, interest rates, fluctuations in currency exchange

rates and such other factors as may be discussed from time to time in the Registration Document.

Although it is believed that the expectations are based upon reasonable assumptions, the Borrower

can give no assurance that those expectations will be achieved or that the actual results will be as

set out in the presentation. None of the Arrangers are making any representations or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Registration Document,

and none of the Arrangers , nor any of its directors, officers or employees will

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Registration Document

have any liability to you or any other persons resulting from your use.

This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients’ decisions.

The Arrangers and/or affiliated companies and/or officers, directors and employees may be a

market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arrangers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known.

Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made

available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Finanstilsynetimplies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.

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Table of Contents:

1. Risk factors……………………………………………………………………………………………………………… 4 2. Definitions………………………………………………………………………………………………………………… 15 3. Persons responsible ………………………………………………………………………………………………… 16 4. Statutory Auditors …………………………………………………………………………………………………… 17 5. Information about the Issuer…….…………………………………………………………………………… 18 6. Business Overview……………………………………………………………………………………………………… 19 7. Organizational structure……………………………………………………………………………………………… 23 8. Trend information………………………………………………………………………………………………………… 25 9. Administrative, management and supervisory bodies………………………………………………… 30 10. Major Shareholders………………………………………………………………………………………………………… 33 11. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses……………………………………………………………………………………… 35 12. Documents on display…………………………………………………………………………………………………… 37 Cross reference list……………………………………………………………………………………………………………… 38

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1. Risk factors

Readers of this registration document should carefully consider all of the information contained

herein and in particular the following factors, which may affect some or all of the Company’s activities and its ability to service the bond debt. The risk factors described below will have the

same meaning and possible impact on the Company even though the term Group is used in the text. This list is not exhaustive. The actual results of the Group could be impacted by the result of many factors, including the risks described below and elsewhere in this registration document.

Risks Relating to Seadrill’s Industry

Seadrill’s business, financial condition, results of operations and our ability to pay dividends depend on the level of activity in the offshore oil and gas industry, which is significantly affected by, among other things, volatile oil and gas prices and may be materially and adversely affected by a decline in offshore oil and gas exploration, development and production.

The offshore contract drilling industry is cyclical and volatile. Our business depends on the level of

activity in oil and gas exploration, as well as the identification and development of oil and gas

reserves and production in offshore areas worldwide. The availability of quality

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drilling prospects,

exploration success, relative production costs, the stage of reservoir development, political

concerns and regulatory requirements all affect customers’ levels of activity and drilling campaigns. Accordingly, oil and gas prices and market expectations of potential changes in these prices significantly affect the level of activity and demand for our drilling units and well services.

Oil and gas prices are extremely volatile and are affected by numerous factors beyond our control, including the following:

• worldwide demand for oil and gas;

• the cost of exploring for, developing, producing and delivering oil and gas;

• expectations regarding future energy prices;

• advances in exploration and development technology;

• the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and

maintain production levels and pricing;

• the level of production in non-OPEC countries;

• government laws and regulations, including environmental protection laws and regulations;

• local and international political, economic and weather conditions;

• domestic and foreign tax policies;

• the development and exploitation of alternative fuels;

• the policies of various governments regarding exploration and development of their oil and

gas reserves;

• political and military conflicts in oil-producing and other countries; and

• volatility in the exchange rate of the U.S dollar against other currencies.

An over-supply of drilling units may lead to a reduction in dayrates, which are the amounts earned per day per drilling unit, which may materially impact on our profitability.

In response to improved market conditions in 2007 and 2008 which were associated with historically high oil and gas prices, offshore drilling contractors ordered new drilling units to meet

their customers’ then increasing demand for services. In the past significant spikes in oil and gas

prices have led to high levels of rig construction orders. This is often followed by a period of sharp

and sudden declines in oil and gas prices and an oversupply of drilling units, which in turn results in

declines in utilization and dayrates, and an increase in the number of idle drilling units without

long-term contracts. The worldwide fleet of dynamically positioned deepwater drilling units currently consists of 65 units. An additional 69 deepwater units are under construction or on order,

which would bring the expected total fleet to 134 units in 2013 when the last of the currently

ordered units are scheduled to be delivered. The strong growth in deepwater units is due to the

increased focus of oil companies on existing and new deepwater regions for exploration and

production, and the inability to upgrade or modify the existing mid-water fleet to undertake

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Registration Document deepwater drilling campaigns. At the same time, there are 60 jack-up rigs currently under construction, while the existing worldwide fleet of jack-up rigs contains 459 units with an average

age of approximately 25 years. The growth in newbuilding jack-up rigs is targeted at oil companies with the need for more advanced and effective jack-up rigs. However, the majority of the newbuilding jack-up rigs have been ordered on speculation, i.e. without fixed employment, and not

all of these rigs have secured contracts for future work. This could intensify price competition as scheduled delivery dates come closer, resulting in a reduction in dayrates. Lower utilization and dayrates could adversely affect our revenues and profitability. Prolonged periods of low utilization and dayrates could also have a material adverse effect on the value of our assets.

The market value of our current drilling units and those we acquire in the future may decrease, which could cause us to incur losses if we decide to sell them following a decline in their market values.

If the offshore contract drilling industry suffers adverse developments in the future, the fair market value of our drilling units may decline. The fair market value of the drilling units we currently own or may acquire in the future may increase or decrease depending on a number of factors, including:

• general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies;

• types, sizes and ages of drilling units;

• supply and demand for drilling units;

• costs of newbuildings;

• prevailing level of drilling services contract dayrates;

• governmental or other regulations; and

• technological advances.

If we sell any drilling unit when drilling unit prices have fallen, the sale may be at a loss. Such loss

could materially and adversely affect our business prospects, financial condition, liquidity, results of

operations, and our ability to pay dividends to our shareholders.

Consolidation of suppliers may limit our ability to obtain supplies and services when we need them, at an acceptable cost, or at all.

We rely on a significant supply of consumables, spare parts and equipment to operate, maintain,

repair and upgrade our fleet of drilling rigs. During the last decade the number of available

suppliers has been reduced, resulting in fewer alternatives for sourcing key supplies and services.

In addition, certain key equipment used in our business is protected by patents and other

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intellectual property of our suppliers. This may limit our ability to obtain supplies and services at an

acceptable cost, at the times we need them, or at all. Cost increases, delays or unavailability could negatively impact on our future operations and result in higher rig downtime due to delays in the

repair and maintenance of our fleet.

Our international operations involve additional risks associated with operating outside the U.S.

We operate in various regions throughout the world which may expose us to political and other uncertainties, including risks of:

• terrorist acts, war, civil disturbances and piracy;

• seizure, nationalization or expropriation of property or equipment;

• political unrest;

• labor unrest and strikes;

• foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;

• the inability to repatriate income or capital;

• complications associated with repairing and replacing equipment in remote locations;

• import-export quotas, wage and price controls, imposition of trade barriers and other forms

of government regulation and economic conditions that are beyond our control;

• regulatory or financial requirements to comply with foreign bureaucratic actions; and

• changing taxation policies.

In addition, international contract drilling operations are subject to the various laws and regulations

in countries in which we operate, including laws and regulations relating to:

• the equipping and operation of drilling units;

• repatriation of foreign earnings;

• oil and gas exploration and development;

• taxation of offshore earnings and the earnings of expatriate personnel;

• customs duties on the importation of drilling rigs and related equipment;

• requirements for local registration or ownership of drilling rigs by nationals of the country

of operations in certain countries; and

• the use and compensation of local employees and suppliers by foreign contractors.

Some foreign governments favor or effectively require (i) the awarding of drilling contracts to local

contractors or to drilling rigs owned by their own citizens, (ii) the use of a local agent or (iii) foreign

contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These

practices may adversely affect our ability to compete in those regions. It is difficult to predict what

governmental regulations may be enacted in the future that could adversely affect

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the international

drilling industry. The actions of foreign governments, including initiatives by OPEC, may adversely

affect our ability to compete. Failure to comply with applicable laws and regulations, including

those relating to sanctions and export restrictions, may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets.

We may be subject to liability under environmental laws and regulations, which could have a material adverse effect on our results of operations and financial condition.

Our operations are subject to regulations controlling the discharge of materials into the

environment, requiring removal and clean-up of materials that may harm the environment or

otherwise relating to the protection of the environment. For example, as an operator of mobile drilling units offshore Brazil, the United States and other countries, we may be liable for damages and costs incurred in connection with spills of oil and other chemicals and substances related to our

operations, and we may also be subject to significant fines in connection with spills. Laws and regulations protecting the environment have become more stringent in recent years, and may in

some cases impose strict liability, rendering a person liable for environmental damage without regard to negligence. These laws and regulations may expose us to liability for the conduct of or conditions caused by others, or for acts that were in compliance with all applicable laws at the time they were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on our financial position, results of operations or cash flows. We have generally been able to obtain some degree of contractual indemnification pursuant to which our clients agree to protect, hold harmless and indemnify us against liability for pollution, well and environmental damage; however, there is no assurance that we can obtain such indemnities in all of our contracts or that, in the event of extensive pollution and environmental damage, our clients would have the financial capability to fulfill their contractual obligations to us.

Also, these indemnities may be held to be unenforceable in certain jurisdictions, as a result of

public policy or for other reasons.

Our ability to operate our drilling units in the U.S. Gulf of Mexico could be restricted by governmental regulation.

Hurricanes Ivan, Katrina, Rita, and Ike have caused damage to a number of drilling units unaffiliated to us in the U.S. Gulf of Mexico. In June 2009, the Minerals Management Service, or

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Registration Document MMS, of the U.S. Department of the Interior issued the latest guidelines for jack-up drilling rig

fitness requirements for the 2009 hurricane season. Also in June 2009, the MMS issued the latest guidelines for tie-downs on any drilling units and permanent equipment and facilities attached to

an outer continental shelf production platform, and guidelines for moored drilling rig fitness requirements for the 2009 hurricane season. These guidelines continued requirements on the offshore oil and gas industry, in an attempt to improve the stations that house the moored units and increase the likelihood of survival of jack-up rigs and other offshore drilling units during a hurricane. The guidelines also provided for enhanced information and data requirements from oil and gas companies operating properties in the U.S. Gulf of Mexico. We do not have any jack-up rigs or moored drilling units operating in the U.S. Gulf of Mexico. However, we currently have operating in the U.S. Gulf of Mexico one ultra-deepwater semi-submersible drilling rig that is self propelled and equipped with thrusters and other machinery, which enable the rig to move between drilling locations and remain in position while drilling without the need for anchors. Nevertheless, it is possible that the MMS may issue guidelines for future hurricane seasons and may take other steps which could increase the cost of operations and implementation of such guidelines, or reduce the area of operations for our ultra-deepwater drilling unit.

Public health threats could have an adverse effect on our operations and our financial results.

Public health threats, such as swine flu, bird flu, Severe Acute Respiratory Syndrome and other

highly communicable diseases, outbreaks of which have already occurred in various parts of the world in which we operate, could adversely impact on our operations, the operations of our customers and the global economy, including the worldwide demand for oil and gas, and ultimately on the level of demand for our services and could adversely affect our financial results.

We may be subject to litigation that could have an adverse effect on us

We are currently involved in various litigation matters, none of which we expect to have a material

adverse effect on us. We anticipate that we will be involved in litigation matters from time to time

in the future. The operating hazards inherent in our business expose us to litigation, including

personal injury litigation, environmental litigation, contractual litigation with clients, intellectual property litigation, tax or securities litigation, and maritime lawsuits including the possible arrest of

our drilling units. We cannot predict with certainty the outcome or effect of any claim or other litigation matter. Any future litigation may have an adverse effect on our business, financial

position, results of operations and our ability to pay dividends, because of potential negative

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management’s attention to these matters.

Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates

due to revenues being received and operating expenses paid in currencies other than U.S. dollars. Accordingly, we may experience currency exchange losses in situations where we have not fully hedged our exposure to a foreign currency, or if revenues are received in currencies that are not readily convertible. We may also incur losses as a result of an inability to collect revenues because

of a shortage of convertible currency available to the country of operation, controls over currency exchange or controls over the repatriation of income or capital.

Our business involves numerous operating hazards.

Our operations are subject to hazards inherent in the drilling industry, such as blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, punch throughs, craterings, fires, explosions and pollution. Contract drilling and well servicing require the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees, customers and third parties. These hazards can cause personal injury or loss

of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations. Our offshore fleet is also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from severe weather and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal drilling conditions, and failure of subcontractors to perform or supply goods or services, or personnel shortages. We customarily provide contract indemnity to our customers for claims that could be asserted by us relating to damage to or loss of our equipment, including rigs and claims that could be asserted by us or our employees relating to personal injury or loss of life.

Damage to the environment could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals and substances used in drilling operations, or extensive uncontrolled fires. We may also be subject to property, environmental and other damage claims by oil and gas companies. Our insurance policies and contractual rights to indemnity may not adequately cover losses, and we do not have insurance coverage or rights to indemnity for all risks. Consistent with standard industry practice, our clients generally assume, and

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indemnify us against,

well control and subsurface risks under dayrate contracts. These are risks associated with the loss

of control of a well, such as blowout or cratering, the cost to regain control of or re-drill the well and associated pollution. However, there can be no assurance that these clients will be willing or financially able to indemnify us against all these risks. We maintain insurance coverage for property damage, occupational injury and illness, and general and marine third-party liabilities. We have no insurance coverage for named storms in the U.S. Gulf of Mexico and war perils worldwide. Furthermore, pollution and environmental risks generally are not totally insurable.

We maintain a portion of deductibles for damage to our offshore drilling equipment and third-party liabilities. With respect to hull and machinery we generally maintain a deductible per occurrence up to $1.7 million. However, in the event of a total loss or a constructive total loss of a drilling unit, such loss is fully covered by our insurance with no deductible. For general and marine third-party liabilities we generally maintain up to $250,000 deductible per occurrence on personal injury liability for crew claims as well as non-crew claims and per occurrence on third-party property damage.

If a significant accident or other event occurs and is not fully covered by our insurance or an enforceable or recoverable indemnity from a client, it could adversely affect our consolidated statement of financial position, results of operations or cash flows. The amount of our insurance may be less than the related impact on enterprise value after a loss. Our insurance coverage will

not in all situations provide sufficient funds to protect us from all liabilities that could result from our drilling operations. Our coverage includes annual aggregate policy limits. As a result, we retain the risk through self-insurance for any losses in excess of these limits. Any such lack of reimbursement may cause us to incur substantial costs. In addition, we could decide to retain substantially more risk through self-insurance in the future. Moreover, no assurance can be made that we will be able to maintain adequate insurance in the future at rates we consider reasonable

or be able to obtain insurance against certain risks.

As of December 31, 2009, all of the drilling units that we owned or operated were covered by existing insurance policies.

Technology disputes involving our suppliers could impact on our operations or increase

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our costs.

The majority of the intellectual property rights relating to our drilling rigs and related equipment

are owned by our suppliers. In the event that one of our suppliers becomes involved in a dispute

over infringement of intellectual property rights relating to equipment owned by us, we may lose access to repair services, replacement parts, or could be required to cease use of some equipment.

We could also be required to pay royalties for the use of equipment. These consequences of technology disputes involving our suppliers could adversely affect our financial results and operations. We have provisions in most of our supply contracts to provide indemnity from the supplier against intellectual property lawsuits. However, we cannot be assured that our suppliers will be willing or financially able to honor their indemnity obligations, or that the indemnities will fully protect us from the adverse consequences of such technology disputes. We also have provisions in some of our client contracts to require the client to share some of these risks on a limited basis, but we cannot be assured that these provisions will fully protect us from the adverse consequences of such technology disputes.

We may not be able to keep pace with the continual and rapid technological developments that characterize the market for our services, and our failure to do so may result in our loss of market share.

The market for our services is characterized by continual and rapid technological developments that have resulted in, and will likely continue to result in, substantial improvements in equipment functions and performance. As a result, our future success and profitability will be dependent in part upon our ability to:

• improve our existing services and related equipment;

• address the increasingly sophisticated needs of our customers; and

• anticipate changes in technology and industry standards and respond to technological developments on a timely basis.

If we are not successful in acquiring new equipment or upgrading our existing equipment on a timely and cost-effective basis in response to technological developments or changes in standards in our industry, we could lose market share. In addition, current competitors or new market entrants may develop new technologies, services or standards that could render some of our services or equipment obsolete, which could have a material adverse effect on our operations.

Risks relating to Seadrill

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Registration Document The amount of our debt could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.

As of December 31, 2009, we had $7.40 billion in principal amount of debt, representing approximately 61% of our total capitalization. Our current indebtedness and future indebtedness

which we may incur could affect our future operations, as a portion of our cash flow from operations will be dedicated to the payment of interest and principal on such debt and will not be available for other purposes. Covenants contained in our debt agreements require us to meet certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our business and may limit our ability to dispose of assets or place restrictions on the use of proceeds from such dispositions, withstand current or future economic or industry downturns and compete with others in our industry for strategic opportunities, and our ability to obtain additional

financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited. Our ability to meet our debt service obligations and to fund planned expenditures, including construction costs for our newbuilding projects, will be dependent upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. Our future cash flows may be insufficient to meet all of our debt obligations and contractual commitments, and any insufficiency could negatively impact on our business. To the extent that we are unable to repay our indebtedness as it becomes due or at maturity, we may need to refinance our debt, raise new debt, sell assets or repay the debt with the proceeds from equity offerings. Additional indebtedness or equity financing may not be available to us in the future for the refinancing or repayment of existing indebtedness, and we may not be able to complete asset sales in a timely manner sufficient to make such repayments.

If we are unable to comply with the restrictions and the financial covenants in the agreements governing our indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that we have borrowed.

If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness or in current or future debt financing agreements, there could be a default under the terms of those agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, is dependent on our future performance and may be affected by events beyond our control. If a default occurs under these agreements, lenders

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could terminate

their commitments to lend or accelerate the outstanding loans and declare all amounts borrowed

due and payable. Borrowings under other debt instruments that contain cross-acceleration or

cross-default provisions may also be accelerated and become due and payable. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on terms that are favorable or acceptable.

We rely heavily on a small number of customers.

Our contract drilling business is subject to the risks associated with having a limited number of customers for our services. As of December 31, 2009, our five largest customers accounted for approximately 79% of our future contracted revenues, or order backlog. Our results of operations could be materially adversely affected if any of our major customers failed to compensate us for our services, were to terminate our contracts with or without cause, failed to renew its existing contracts or refused to award new contracts to us and we are unable to enter into contracts with new customers at comparable dayrates.

Newbuilding projects and surveys are subject to risks which could cause delays or cost overruns.

Rig construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or

operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or

purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that rig. New drilling rigs may experience start-up difficulties following delivery or other unexpected

operational problems that could result in uncompensated downtime, which also could adversely affect our financial position, results of operations and cash flows or the cancellation or termination of drilling contracts.

Some of our offshore drilling contracts may be terminated early due to certain

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events.

Some of our customers have the right to terminate their drilling contracts upon the payment of an early termination fee. However, such payments may not fully compensate us for the loss of the

contract. Under certain circumstances our contracts may permit a customer to terminate their contract early without the payment of any termination fee, as a result of non-performance, longer periods of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are beyond our control. During periods of challenging market conditions, we may be subject to an increased risk of our clients seeking to repudiate their contracts, including through claims of non-performance. Our customers’ ability to perform their obligations under their drilling contracts with us may also be negatively impacted by the prevailing uncertainty surrounding the development of the world economy and the credit markets. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.

Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.

Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in supply and demand for contract drilling services, which in turn affect dayrates, and the operational performance of our fleet of drilling rigs. However, our operating costs are generally related to the number of units in operation and the cost level in each country or region where the units are located. In addition, equipment maintenance costs fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment. In connection with new assignments, we might incur expenses relating to preparation for operations under a new contract. The expenses may vary based on the scope and length of such required preparations and the duration of the firm contractual period over which such expenditures are amortized. In situations

where our rigs incur idle time between assignments, the opportunity to reduce the size of our

crews on those rigs is limited as the crews will be engaged in preparing the rig for its next contract.

In a situation where a rig faces longer idle periods, reductions in costs may not be immediate as some of the crew may be required to prepare drilling units for stacking and maintenance in the stacking period. Should rigs be idle for a longer period, we will seek to

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redeploy crew members,

who are not required to maintain the rigs, to active rigs to the extent possible. However, there can

be no assurance that we will be successful in reducing our costs.

The provisions of the majority of our offshore rig contracts that are term contracts at

fixed dayrates may not permit us fully to recoup our costs in the event of a rise in our expenses.

Most of the units in our fleet have long term contracts. The average contract length as of December 31, 2009, is 36 months for our deepwater units, 25 months for our tender rigs and 10 months for our jack-up rigs, excluding the three jack-up rigs under construction. The majority of these contracts have dayrates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from term contracts, most of our contracts include escalation provisions.

These provisions allow us to adjust the dayrates based on stipulated costs increases including wages, insurance and maintenance cost. However, because these escalations are normally performed on a semi-annual or annual basis, the timing and amount awarded as a result of such adjustments may differ from our actual cost increases, which could adversely affect our financial performance. Shorter term contracts normally do not contain escalations provisions.

We may not be able to renew or obtain new and favorable contracts for drilling units whose contracts are expiring or are terminated, which could adversely affect our revenues and profitability.

We have six contracts that expire in 2010, six contracts that expire in 2011 and seven contracts that expire in 2012. Our ability to renew these contracts or obtain new contracts will depend on the prevailing market conditions. In cases where we are not able to obtain new contracts in direct continuation, or where new contracts are entered into at dayrates substantially below the existing dayrates or on terms less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected.

Our future contracted revenue for our fleet of drilling units may not be ultimately realized.

As of December 31, 2009, the future contracted revenue for our fleet of drilling units, or contract drilling backlog, was approximately $10.4 billion under firm commitments. We may not be able to

perform under these contracts due to events beyond our control, and our customers may seek to cancel or renegotiate our contracts for various reasons, including adverse conditions resulting in lower dayrates. Our inability or the inability of our customers to perform under

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our or their

contractual obligations may have a material adverse effect on our financial position, results of operations and cash flows.

Competition within the oilfield services industry may adversely affect our ability to market our services.

The oilfield services industry is highly competitive and fragmented and includes several large companies that compete in many of the markets we serve, as well as numerous small companies that compete with us on a local basis. Our larger competitors’ greater resources could allow them to better withstand industry downturns, compete more effectively on the basis of technology and

geographic scope and retain skilled personnel. We believe the principal competitive factors in the

market areas we serve are price, product and service quality, availability of crews and equipment

and technical proficiency. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than our products and services, or expand into service areas where we operate. Competitive pressures or other factors also may result in significant price competition, particularly during industry downturns, which could have a material adverse effect on our results of operations and financial condition. In addition, competition among oilfield services and equipment providers is affected by each provider’s reputation for safety and quality.

Uncertainty relating to the development of the world economy may reduce demand for our drilling services or result in contract delays or cancellations.

We depend on our customers’ willingness and ability to make operating and capital expenditures to explore, develop and produce oil and gas, and to purchase drilling and related equipment. Recent deterioration of the world economy has caused a decline in oil and gas prices from previous high levels, which in turn has caused a number of oil and gas producers to adjust future capital budgets. Limitations on the availability of capital or higher costs of capital for financing expenditures, or the desire to preserve liquidity, may cause these and other customers to make additional reductions in future capital budgets and outlays. Such adjustments could reduce demand for our products and services, which could adversely affect our results of operations and cash flows. We cannot assure

you that our customers will increase their capital budgets in response to the recent recovery in crude oil prices, which were approximately $83 per barrel as of April 26, 2010, after hitting a low of approximately $40 per barrel in late 2008 and early 2009.

Failure to obtain or retain highly skilled personnel could adversely affect our operations.

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We require highly skilled personnel to operate and provide technical services and support for our business. Competition for skilled and other labor required for our drilling operations has increased

in recent years as the number of rigs activated or added to worldwide fleets has increased. The

recent drop in energy prices and utilization rate has to some extent reduced the need for people related to international jack-up rigs. For deepwater operations utilization rates remain high and the number of deepwater units in operation is growing as a result of the delivery of units ordered in the period 2005 to 2008. This is expected to increase the demand for qualified personnel with deepwater experience in particular. If this expansion continues and is coupled with improved demand for drilling services in general, shortages of qualified personnel could develop, creating upward pressure on wages and making it more difficult to staff and service our rigs. Such developments could adversely affect our financial results and cashflow.

Our labor costs and the operating restrictions which apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations.

Some of our employees are represented by collective bargaining agreements. The majority of these employees work in Brazil, Nigeria, Norway and the U.K. In addition, some of our contracted labor works under collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance.

The failure to consummate or integrate acquisitions of other businesses and assets in a timely and cost-effective manner could have an adverse effect on our financial condition and results of operations.

Acquisition of assets or businesses that expand our drilling and well services operations is an

important component of our business strategy. We believe that acquisition opportunities may arise

from time to time, and any such acquisition could be significant. Any acquisition could involve the

payment by us of a substantial amount of cash, the incurrence of a substantial amount of debt or

the issuance of a substantial amount of equity. Certain acquisition and investment opportunities

may not result in the consummation of a transaction. In addition, we may not be able to obtain

acceptable terms for the required financing for any such acquisition or investment that arises. We

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cannot predict the effect, if any, that any announcement or consummation of an acquisition would

have on the trading price of our common stock. Our future acquisitions present a number of risks,

including the risk of incorrect assumptions regarding the future results of acquired operations or

assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets, the risk of failing to successfully and timely integrate the operations

or management of any acquired businesses or assets and the risk of diverting management’s attention from existing operations or other priorities. If we fail to consummate and integrate our

acquisitions in a timely and cost-effective manner, our financial condition and results of operations will be adversely affected.

In order to execute our growth strategy, we may require additional capital in the future, which may not be available to us.

Our business is capital intensive and, to the extent we do not generate sufficient cash from operations, we may need to raise additional funds through public or private debt or equity financings to execute our growth strategy and to fund capital expenditures. Adequate sources of capital funding may not be available when needed or may not be available on favorable terms. If we raise additional funds by issuing additional equity securities, dilution to the holdings of existing equity holders may result. If funding is insufficient at any time in the future, we may be unable to

fund maintenance requirements and acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact on our financial condition and results of operations.

Interest rate fluctuations could affect our profitability, earnings and cash flow.

In order to finance our growth we have incurred significant amounts of debt. With the exception of our convertible bonds, the large majority of other debt arrangements have floating interest rates.

As such, significant movements in interest rates could have an adverse effect on our profitability,

earnings and cash flow. In order to manage our exposure to interest rate fluctuations, we use

interest rate swaps to effectively fix some of our floating rate debt obligations. The principal

amount covered by interest rate swaps is evaluated continuously and determined based on our

debt level, our expectations regarding future interest rates and our overall financial risk exposure.

As of December 31, 2009, our total net floating rate debt amounted to $5.0 billion and we had

entered into interest rate swaps in order to effectively fix the interest rate for a principal amount of $4.1 billion.

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A change in tax laws of any country in which we operate could result in a higher tax expense or a higher effective tax rate on our worldwide earnings.

We conduct our operations through various subsidiaries in countries throughout the world. Tax laws

and regulations are highly complex and subject to interpretation. Consequently, we are subject to

changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between the United States and other nations. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, including those in and involving the United States, or in the interpretation thereof, or in the valuation of our deferred tax assets, which is beyond our control could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings..

A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

Our income tax returns are subject to review and examination. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our operational structure, intercompany

pricing policies or the taxable presence of our subsidiaries in certain countries; or if the terms of

certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could

increase substantially and our earnings and cash flows from operations could be materially adversely affected.

2. Definitions

Annual Report of 2007 - Seadrill Limited’s annual report of 2007.

Annual Report of 2008 - Seadrill Limited’s annual report of 2008.

Annual Report of 2009 - Seadrill Limited’s annual report of 2009.

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Board or Board of Directors - the board of directors of the Company

Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)

EBIT - earnings before interest and taxes (Operating earnings)

EBITDA - earnings before interest, taxes, depreciation and amortisation (Gross operating earnings)

Group - the Company and its subsidiaries from time to time

IFRS - International Financial Reporting Standards

ISIN - International Securities Identification Number

Listing Prospectus - Registration Document and Securities Note

NOK - the lawful currency for the time being in Norway

Oslo Børs - Oslo Børs ASA

Seadrill or

the Company or the Issuer or

the Borrower - Seadrill Limited, Bermuda company reg. no. 36832/Norwegian Company No. 963 342 624

1. Persons responsible

3.1 Persons responsible for the information

Persons responsible for the information given in the registration document are as follows:

Seadrill Limited, PO Box HM 1593, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08,

Bermuda

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3.2 Declaration by persons responsible

Responsibility statement:

This registration document has been prepared by Seadrill Limited with a view to providing a description of relevant aspects of Seadrill Limited in connection with the Bond Issue and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the

information contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Hamilton, Bermuda 20 May 2010

Seadrill Limited

Disclaimers:

Joint Arrangers

DnB NOR Markets, Nordea Bank ASA, Nordea Markets and Pareto Securities AS, have assisted the Company in preparing the registration document. Neither DnB NOR Markets, Nordea Bank ASA,

Nordea Markets nor Pareto AS have separately verified the information contained herein.

Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint

Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of

the information contained in this registration document or any other information supplied in connection with bonds issued by Seadrill Limited or their distribution. The statements made in this

paragraph are without prejudice to the responsibility of the Company. Each person receiving this registration document acknowledges that such person has not relied on the Joint Arrangers or on

any person affiliated with it in connection with its investigation of the accuracy of such information

or its investment decision.

Oslo (Norway), 20 May 2010

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DnB NOR Markets Nordea bank ASA, Nordea Markets Pareto Securities AS

1. Statutory Auditors

2. 4.1 Names and addresses

The Company’s auditor for 2007, 2008 and 2009 has been PricewaterhouseCoopers AS, located at Forus Atrium, P.O. Box 8017, 4068 Stavanger, Norway.

State Authorized Public Accountant (Norway) Gunnar Slettebø has been responsible for the Auditor's report for 2007, 2008 and 2009.

PricewaterhouseCoopers AS is member of The Norwegian Institute of Public Accountants.

1. Information about the Issuer

2. 5.1 History and development of the issuer

3. 5.1.1 Legal and commercial name

The legal name of the issuer is Seadrill Limited, the commercial name is Seadrill.

• 5.1.2 Place of registration and registration number

The Company was registered in the Bermuda Companies Registry on May 10, 2005 with registration number 36832.

• 5.1.3 Date of incorporation

Seadrill was incorporated on 10 May 2005 as a limited company under the laws of Bermuda (Bermuda Companies Act 1981).

• 5.1.4 Domicile and legal form

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The Company is a publicly listed company organized under the laws of Bermuda.

The Company's address is:

Seadrill Limited Par-la-Ville Place 14 Par-la-Ville Road Hamilton HM 08 Bermuda Phone: +1 441 295 4705 Fax: +1 441 295 3434

The Company's mailing address is:

Seadrill Limited

c/o Seadrill Management AS

P.O Box 110 4001 Stavanger

Norway +47 51 30 90 00 +47 51 30 90 01

5.1.5 Recent events since December 31, 2009

The following notable developments have occurred since December 31, 2009:

•

In the first quarter of 2010 we took delivery of the new tender rigs West Vencedor and T12from the Keppel FELS shipyard in Singapore and Malaysia Marine and Heavy EngineeringSdn Bnd, at total costs of $209 million and $123 million, respectively.

In April 2010 we announced that we have acquired a purchase option from the Jurongshipyard in Singapore for a high specification, harsh environment jack-up rig of the CJ70design. We have announced our intention to exercise this option

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Registration Document and the rig is expected tobe delivered in the first quarter of 2011 at an acquisition cost of $356 million, excludingcapitalized interest and ancillary costs.

•

In April 2010 we took delivery of the new semi-submersible rig West Orion from the Jurongshipyard in Singapore. The rig will reported under newbuildings until it commences

operations in Brazil in July 2010.

•

In April 2010, Seadrill Limited successfully completed a private placement of a total of 12.5million shares, representing 3.1% of the issued capital, to a price of NOK151.50 per share.

Gross proceeds amounted to NOK1,894 million (approximately US$322 million).

•

In April 2010 we acquired 1.3 million shares in Scorpion at a price of NOK36.00 per share,

which increased our shareholding from 38.6% to 40.0%. The acquisition triggered anobligation on us to make a mandatory cash offer for Scorpion’s remaining shares or toreduce our shareholding below 40%. We have announced that we will make a mandatorycash offer for the remaining shares in Scorpion. Please see “Summary of Oslo StockExchange Mandatory Offer Rules” below:

Summary of Oslo Stock Exchange Mandatory Offer Rules

•

Generally, under the rules of the Oslo Stock Exchange, a shareholder who acts in its ownname or in concert with others, and who acquires shares representing more than 1/3 of thevotes of an Oslo Stock Exchange listed company is obligated to make an offer for theCompany's remaining shares. The obligation to make a mandatory offer is triggered again ifthe shareholder subsequent to the initial mandatory offer acquires further shares in theCompany and through such acquisition becomes the owner of shares representing either40% or more or 50% or more of the votes in the Company.

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•

Before January 1 2008 the threshold of ownership required to trigger the initial mandatory offer requirement was 40%.

There are various procedural and substantive rules, including a best price rule that relatesto the price that the offeror must pay for the shares.

There is also a procedure for certain Oslo Stock Exchange companies to obtain exemptions from the rules.

1. Business overview

6.1 Principal activities

6.1.1 Introduction

Seadrill Limited (“Seadrill” or the “Company”) is an international offshore drilling contractor

providing services within drilling and well services incorporated under the laws of Bermuda. The

Company is a holding company, and operational activity and ownership of assets is placed in wholly

or partly owned subsidiaries or partnerships. As of December 31, 2009 the Company and its subsidiaries, together with partners, had an interest in 40 offshore drilling units, including 11 units

under construction. The Company has a versatile fleet of drillships, jack-ups, semi-submersible rigs

and tender rigs for operations in shallow and deepwater areas as well as benign and harsh

environment. In addition to owning and operating offshore mobile drilling units, Seadrill provides platform drilling, well intervention and engineering services through the separately OTC listed

subsidiary company Seawell Limited (“Seawell”), a Bermuda company in which Seadrill owned 73.8% at December 31, 2009.

6.1.2 History and overview

In January 2006, Seadrill acquired the Norwegian drilling contractor Smedvig The combination -

under the Seadrill Limited banner - is one of the world's fastest growing

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drilling contractors.

Seadrill is today an international offshore drilling contractor providing services within drilling and well services. Together with partners, the Company has 40 drilling units, out of which 9 are under construction. Seadrill's versatile fleet includes harsh-environment semi-submersibles, jack-ups,

shallow and deep water tender rigs and deepwater drill ships. In addition, Seadrill provides platform drilling, well intervention and engineering services.

The Company's mobile drilling fleet is considered one of the most modern in the world due to its emphasis on the technically demanding segments of the offshore drilling industry, including

industry-leading positions in high-specification deepwater and harsh-environment drilling units. Seadrill has eight semi-submersible drilling units and two under construction. The Company has three drillships and one under construction.

The Company has some 7,600 skilled and highly competent employees, many of these with more than 30 years' experience, representing over 40 nationalities, operating in 15 countries on five continents. The Company is the world's leading operator of self-erecting tender rigs, with a fleet

of nine tender rigs and five semi-tenders. In addition, the Company has one tender rig and two semi-tenders under construction.

Seadrill owns and operates a fleet of the most capable premium jack-up drilling rigs. The jack-up fleet consists of nine units of which three are under construction.

Seadrill has more than 30 years' experience from drilling operations in harsh environments in Europe's northern offshore areas and from tender rig operations in South-East Asia. Seadrill's

common stocks are traded under the symbol SDRL on the Oslo Stock Exchange and on the New York Stock Exchange.

6.1.3 Business strategy

Seadrill’s primary objective is to profitably grow the Company’s business to increase long-term distributable cash flow per share to our shareholders.

The business strategy is to focus the Company on modern state-of-the-art offshore drilling units

with main focus on deepwater operations. Seadrill believes we have one of the most modern fleets

in the industry and that by combining quality assets and experienced and skilled employees the

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Registration Document Company will be able to provide our customers with safe and effective operations, and establish, develop and maintain a position as a preferred provider of offshore drilling services for our customers. Further, Seadrill believes that a combination of quality assets and highly skilled employees will facilitate the procurement of term contracts and premium day rates. The Company has grown significantly from its incorporation in 2005 and has strong ambitions to continue the

growth. Also, Seadrill believes that the combination of term contracts and quality assets will provide the opportunity to obtain debt financing for such further growth, and allow the Company to increase the return on invested equity.

The key elements in Seadrill’s strategy are as follows:

• commitment to provide customers with safe and effective operations;

• combine state-of-the-art mobile drilling units with experienced and skilled employees;

• growth through targeted alliances, purchase of newbuildings, mergers and acquisitions;

• develop the Company’s strong position in deepwater and harsh environments;

• develop the Company’s strong position in the tender rig market and pursue further growth

in conventional waters as well as deepwater areas; and

• offer a diversified range of well services.

The Company believes that consolidation in the offshore drilling rig industry would improve the

pricing and earnings visibility for our services. Such consolidation activities may be in the form of transactions for specific offshore drilling units or companies. Seadrill actively looks for growth opportunities and intends to take part in the future consolidation of the industry if the Company

determines that potential transactions are in the best interest of the Company’s shareholders.

Seadrill is committed to building value for its shareholders through focus on SAFETY, being RESPONSIBLE, INSPIRATIONAL, LOYAL and PROACTIVE.

• 6.2 Business operations

• 6.2.1 Operations in the segments

Jack-up rigs

Jack-up rigs are mobile, self-elevating drilling platforms equipped with legs that are lowered to the ocean floor. A jack-up rig is towed to the drill site with its hull riding in the

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sea as a vessel and its

legs raised. At the drill site, the legs are lowered until they penetrate the sea bed and the hull is

elevated until it is above the surface of the water. After completion of the drilling operations, the hull is lowered until it rests on the water, the legs are raised and the rig can be relocated to another drill site. Jack-ups are generally suitable for water depths of 400 feet or less and operate with crews of 40 to 60 people.

Semi-submersible rigs

Semi-submersible drilling rigs consist of an upper working and living quarters deck resting on vertical columns connected to lower hull pontoons. Such rigs operate in a “semi-submerged”

floating position, in which the lower hull is below the waterline and the upper deck protrudes above the surface. The rig is situated over a wellhead location and remains stable for drilling in the semisubmerged floating position, due in part to its wave transparency characteristics at the water line.

There are two types of semi-submersible rigs, moored and dynamically positioned. Moored semisubmersible rigs are positioned over the wellhead location with anchors, while the dynamically positioned semi-submersible rigs are positioned over the wellhead location by a computercontrolled thruster system. Semi-submersible rigs generally operate with crews of 65 to 100 people.

Tender rigs

Self-erecting tender rigs conduct production drilling from fixed or floating platforms. During drilling

operations, the tender rig, is moored next to the platform rig. The modularized drilling package is

lifted from the unit onto the platform prior to commencement of operations. The tender rig contains living quarters, helicopter deck, storage for drilling supplies, power machinery for running the drilling equipment and well completion equipment. There are two types of tender rigs, barge type and semi-submersible (semi-tender) type. Tender barges and semi-tenders are equipped with similar equipment but the semi-tender’s semi-submersible hull structure allows the unit to operate

in rougher weather conditions. Self-erecting tender rigs allow for drilling operations to be performed from platforms without the need for permanently installed drilling packages. Selferecting tender rigs generally operate with crews of 60 to 85 people.

Drillships

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Drillships are self-propelled ships equipped for drilling in deep waters, and are positioned over the well through a computer-controlled thruster system similar to that used on semi-submersible rigs. Drill ships are suitable for drilling in remote locations because of their mobility and large loadcarrying capacity. Depending on region, drill ships operate with crews of 65 to 100 people.

Seawell Limited

Seawell Limited is a company providing drilling and well services its core business being platform drilling, drilling facility engineering, modular rig, well intervention and oilfield technologies. The company has approximately 2,500 skilled and experienced people. Seawell currently operates on nearly 50 installations in the North Sea and has offices in Stavanger, Bergen, Aberdeen, Newcastle,

Houston, Esbjerg and joint ventures in Abu Dhabi and Kuala Lumpur.

Seawell Limited. is registered in the Norwegian OTC system, ticker symbol SEAW. Seadrill has an 73.8 percent ownership share in Seawell Limited.

Fleet Status

Seadrill owns a substantially modern fleet of drilling units. The following table sets forth the units that the Company owns or has contracted for delivery as of April 26, 2010:

Year

Water depth

Drilling depth Current location Month of

Unit built (feet) (feet)

contract expiry

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Jack-up rigs

West Larissa 1984 300 21,000 Vietnam December 2010 West Janus 1985 330 21,000 Malaysia August 2011 West Epsilon 1993 400 30,000 Norway January 2015 West Prospero(SF) 2007 400 30,000 Red Sea July 2010 West Triton

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2008 375 30,000 South East Asia September 2010 West Ariel 2008 400 30,000 Vietnam October 2010 West Callisto (NB) 2010 400 30,000

April 2011 West Juno (NB) 2010 400 30,000

West Leda (NB) 2010 375 30,000

November 2010 CJ70 (NB)(1) 2011 450 40,000

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August 2016

Tender rigs

T4 1981 410 20,000 Thailand July 2013 T8 1982 410 20,000 Malaysia (warm stacked *)

T7 1983 410 20,000 Thailand October 2011 West Pelaut 1994

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6,500 30,000 Brunei March 2012 West Menang 1999 6,500 30,000 Namibia (warm stacked*) December 2010 West Alliance 2001 6,500 30,000 Malaysia January 2015 West Setia 2005 6,500 30,000 Angola August 2012 West Berani 2006 6,500 30,000 Indonesia December 2011 T11 2008 6,500 30,000 Thailand May 2013 T12

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2010 6,500 30,000 Thailand April 2011 West Vencedor 2010 6,500 30,000 Angola April 2015 West Jaya (NB) 2011 6,500 30,000

Semi-submersible rigs

West Alpha 1986 2,000 23,000 Norway

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June 2012 West Venture 2000 6,000 30,000 Norway August 2015 West Phoenix 2008 10,000 30,000 Norway January 2012 West Hercules (SF) 2008 10,000 35,000 China November 2011 West Sirius 2008 10,000 35,000 Gulf of Mexico July 2014 West Taurus (SF) 2008 10,000 35,000 Brazil February 2015

West Eminence

2009

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10,000 30,000 Brazil July 2015 West Aquarius 2009 10,000 35,000 Indonesia February 2013 West Orion (NB) 2010 10,000 35,000 In transit to Brazil July 2016 West Capricorn (NB) 2011 10,000 35,000

Drillships

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West Navigator 2000 7,500 35,000 Norway December 2012 West Polaris (SF) 2008 10,000 35,000 Brazil October 2012 West Capella 2008 10,000 35,000 Nigeria April 2014 West Gemini (NB) 2010 10,000 35,000

September 2012

NB – Newbuilding.

SF – Unit owned by subsidiary of Ship Finance (see Note 33 to Consolidated Financial Statements).

(1) – We have an option to purchase this jack-up rig and have announced that we intend to exercise that option.

• • Warm stacked means that the unit is not operating, but is being maintained in a state of readiness for future operations.

In addition to the drilling units listed above, as at December 31, 2009 Seadrill

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has buildings, plant

and equipment with a net book value of $115 million, including an office building in Bergen, a

modular rig under construction for Seawell, and office equipment. Seadrill’s offices in Stavanger in Norway, Singapore, Houston in the United States, Rio de Janeiro in Brazil and Aberdeen in the United Kingdom are leased and aggregate office rental costs were $13.7 million in 2009, and are expected to be approximately $20.0 million in 2010.

Seadrill does not have any material intellectual property rights

1. Organizational structure

2. 7.1 Description of group that issuer is part of

Seadrill Limited is a publicly listed company organized under the laws of Bermuda. The Company is

a holding company, and operational activity and ownership of assets is placed in wholly or partly owned subsidiaries or partnerships.

Corporate Structure

• 7.2 Seadrill and it's subsidiaries

Seadrill Limited (the Group) consists of Seadrill Limited (the “Company”) and the following significant subsidiaries;

Country of Percent

Name of company incorporation Principal activities owned

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Drilling unit owning companies

Seadrill Deepwater Rigs Ltd Bermuda Owner of West Phoenix and West Eminence 100 Seadrill Deepwater Units Ltd Bermuda Owner of West Navigator 100 Seadrill Deepwater Drillship Ltd Cayman Islands Owner of West Capella 100 Subsea Drilling (IV) Ltd Cyprus Owner of West Aquarius 100

Seadrill Orion Limited Bermuda Owner of West Orion 100

Seadrill Capricorn Limited Bermuda Owner of West Capricorn 100 Seadrill Hungary Kft Hungary Owner of West Sirius 100

West Triton Limited Bermuda Owner of West Triton 100

Seadrill Larissa Ltd Cyprus Owner of West Larissa 100

Seadrill Norge AS Norway Owner of West Alpha, West Epsilon and 100 West Venture

Seadrill Janus Ltd Cyprus Owner of West Janus 100

Seadrill Jack-Ups Ltd Bermuda Owner of West Callisto, West Juno and 100 West Leda

Seadrill Ariel Ltd Liberia Owner of West Ariel 100

Seadrill Tender Rig Ltd Bermuda Holding company and owner of West 100 Alliance, West Berani, West Jaya, West

Menang, West Pelaut, T-4, T-7, T-8, T-11 and

T-12

Seadrill Tender Rigs Pte Ltd Singapore Owner of West Setia 100 Seadrill Gemini Ltd Bermuda Owner of West Gemini 100

Seawell Limited Bermuda Holding company of Seawell Group 73.8

Rig Finance II Ltd * Bermuda Owner of West Prospero 0 *

SFL Polaris Ltd * Bermuda Owner of West Polaris 0 *

SFL Deepwater Ltd * Bermuda Owner of West Taurus and West Hercules 0 *

Contracting and management companies

Seadrill Offshore AS Norway Drilling services contractor 100

Seadrill Management AS Norway Management company 100

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Registration Document Seadrill Americas Inc USA Drilling services contractor and technical 100 services company

Seadrill Servicos de Petroleo Ltda Brazil Drilling services contractor 100 Seadrill Asia Ltd Hong Kong Drilling services contractor, holding 100

company

Seadrill Offshore Singapore Ltd Singapore Management company 100 Seadrill Deepwater Crewing Ltd Bermuda Crewing company 100 Seadrill Management (S) Pte Ltd Singapore Management company 100

Seadrill Management Services Ltd British Virgin Islands Management company 100

• Company consolidated as a Variable Interest Entity, in which Seadrill holds the primary interest.

7.3 Issuer dependent upon other entities

Seadrill is a holding company, and is therefore dependent upon cash flow from its operating entities. The Company also provides intercompany financing to many of the subsidiary companies.

A

8. Trend information

8.1 General offshore oil & gas - industry overview

The market for offshore drilling services is primarily driven by the investments and level of activity

in the exploration, development and production of crude oil and natural gas. The investment level

depends on oil companies’ cash flow and revenues, acreage available for exploration and

development as well as existing and forecasted oil & gas prices. These factors are, in turn, affected

by various political and economic factors, such as global production levels, prices of alternative

energy sources, government policies, the political stability in the oil producing countries, etc. The

market for offshore drilling services is cyclical and volatile ranging from the highly volatile exploration drilling market to the more stable production services market.

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As a consequence of a strong global economy and a strong increase in oil demand, the offshore drilling markets showed a healthy development from 1995 until 1997. The financial crisis in Asia

and the oil price collapse in 1998/99 led, however, to a weak market in the period 1998-2000. The

subsequent hike in energy prices contributed to an improvement during 2001, but the upturn was short as the weakening global economy influenced the market negatively at the end of that year. This continued through 2002 and 2003. However, during the end of 2004 and 2005, there was a significant increase in the demand for oil and a corresponding increase in the investments made by oil companies in offshore drilling services.

8.2 The Global Rig Market

Seadrill’s customers include oil super-majors and major integrated oil and gas companies, stateowned national oil companies and independent oil and gas companies. The customers have experienced higher oil prices and significantly increased revenues over the last decade. The increase has been related to higher demand for oil and limited increase in available oil production to offset the growth in demand. Over the same period the depletion rate for existing oil production

has risen and replacement rates for oil reserves have fallen for most oil producers, highlighting the

shortfall in exploration and production spending to meet future demand. In response to this development, oil producers, particularly super-majors, majors and national oil companies, have devoted more of their activities to identifying replacements for existing production in new geographical areas at increasing water depths. This has translated into an increased focus on frontier deepwater and ultra-deepwater areas, not only in existing offshore regions such as Brazil, U.S. Gulf of Mexico, Europe and West Africa but also expanding to India, Southeast Asia, China, East Africa, Mexican Gulf of Mexico, Australasia and the Mediterranean.

Deepwater market

Developments in the oil and gas industry discussed above have caused a strong increase in

demand for offshore drilling services, resulting in materially increased day rates for drilling units.

From May 2005 to September 2008, deepwater day rates increased from $290,000 to more than $600,000, making it attractive for existing drilling contractors as well as new market participants to order new units to meet mounting demand. As a result, the worldwide fleet of dynamically

positioned deepwater drilling units is expected to increase from 29 units in 2005 to 134 units in 2013, if all of the new units ordered between 2005 and 2009 are delivered. Most of these newbuildings were ordered on speculation, meaning that no drilling contract in place at the time

the construction contract was entered into.

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As a result of favorable market developments, the majority of these units have secured term contracts on attractive terms. However, due to the sudden and immediate deterioration of overall

market conditions in October 2008, there remain a significant number of units under construction

that have not yet secured employment. Although the majority of these units will not be delivered before late 2010 or later, some of the owners of these units have limited or no operating experience in deepwater drilling, and there is a risk that they could be willing to accept contract conditions that deviate from prevailing market terms, in order to secure employment for their units

and the financing necessary to take delivery of their newbuilds. This could adversely affect day rates for deepwater drilling units in the short term. Day rates for dynamically positioned deepwater units are currently approximately $450,000 per day, depending on country of operation, length of contract and overall contract terms.

Since 2005 Seadrill has taken delivery of nine deepwater and ultra-deepwater units and have a further two ultra-deepwater units under construction. We believe the long-term prospects for deepwater drilling are positive given the expected growth in oil consumption from developing nations, limited or negative growth in oil reserves, and high depletion rates of mature oil fields. The Company believes that these factors will continue to provide incentives for the exploration and development of deepwater fields, particularly in view of recent geologic successes in Brazil, US Gulf

of Mexico, West Africa and elsewhere, along with improving access to promising offshore areas and

new, more efficient technologies.

Jack-up rigs market

From May 2005 to September 2008, day rates for jack-up rigs increased from $90,000 to more

than $200,000 per day. The increase was due to the significant undersupply of available jack-ups

in a period when oil and gas prices were increasing rapidly, thereby making extremely lucrative the

drilling of new and previous oil and gas discoveries with a tie-back to the existing infrastructure. In

response to this development, approximately 145 new jack-ups have been ordered bringing the total worldwide fleet of jack-ups up to 519, assuming all the ordered units are delivered. The

majority of these newbuildings were ordered on speculation and the majority of the 61 jack-up rigs

remaining to be delivered have at present not secured initial employment. In a period of considerable uncertainty relating to the development of the world economy and the direction of oil

and gas prices, this could intensify price competition as scheduled delivery dates come closer,

possibly impacting adversely on day rates for jack-up rigs. Rates for jack-up rigs are currently approximately $100,000 per day, depending on country of operation, length of

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contract and overall

contract terms. In the longer term we believe that the industry will require more modern and

more effective jack-ups, as approximately 70% of the current worldwide jack-up fleet is more than

20 years old. We expect operators to gradually replace older and incumbent drilling units with new,

more modern and efficient rigs due to wells becoming increasingly technically challenging and consequently demanding with respect to rig equipment. This replacement could however take longer than previously anticipated, given the uncertainty surrounding the global economy.

Tender rigs market

From May 2005 to September 2008 day rates increased for barge-type tender rigs from $45,000 to $130,000 and for semi-submersible tender rigs from $70,000 to more than $200,000. The increase was due to a significant undersupply of available tender rigs and reduced competition from jack-

ups due to the overall increase in offshore drilling activity. The tender rig market is a specialized

niche, with the world fleet consisting of 29 units, including four units under construction. Seadrill is the largest operator in this segment with a fleet of 17 units, including the five units operating in association with Varia Perdana and the two units under construction. Tender rigs are primarily used for development drilling based on term contracts, and this has historically made this market segment more resilient to the volatility in activity levels seen in the shallow water market and experienced by benign environment jack-ups. Nevertheless, the sharp drop in shallow water activity late last year and this year has had an adverse impact on the tender rig market.

The short-term effect is that tender rigs that have come off contracts have been warm stacked, as oil companies have postponed drilling activity in response to lower oil and gas prices. There have been no new tender rig fixtures in 2009. The most recent fixture in 2010 was at approximately $90,000 per day. Seadrill believes the market uncertainty is diminishing in response to more stable

oil prices, and the long-term outlook for tender rigs remains favorable, due to their versatility and lower construction costs compared to jack-up rigs. In addition, in recent years a combination of tender rigs and floating platforms, such as mini tension-leg platforms and spar platforms have

been used in the development of deepwater oilfields, which has increased the market for tender rigs. Based on this Seadrill expects the market to continue to offer opportunities to build additional order backlog and earnings visibility.

Well services market

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Seawell is mainly involved in oil production activities in existing mature fields. The level of activity

is therefore related to the development and level of the oil price. Seadrill believes that when oil

prices are above $70 per barrel, oil companies will focus on maintaining their production from

mature fields. Based on current market conditions, demand for drilling and well services is expected to remain high over the next few years. However, the activity level in 2010 will depend

on the outcome of ongoing tendering activities, employment of the modular rig Seawell has under construction, and Seawell’s success in expanding its main products and services into new regions. Seawell has also in response to the oil price developments in 2008 and the beginning of 2009

experienced pressure on pricing from its customers. This has resulted in lower contract rates, which in turn has caused Seawell to emphasize its focus on cost control and utilization of synergies

in order to maintain and grow profit levels.

The above overview of the various offshore drilling sectors is based on previous market developments and current market conditions. Future markets conditions and developments cannot

be predicted and may well differ from the Company’s current expectations.

Customers

Seadrill’s customers are oil and gas exploration and production companies, including major integrated oil companies, independent oil and gas producers and government-owned oil and gas companies. In the year ended December 2009, Seadrill’s five largest customers have been:

• Statoil ASA, or Statoil, accounting for approximately 22% of revenues;

• Total S.A. Group, or Total, accounting for approximately 13% of revenues;

• Exxon Mobil Corp, or Exxon, accounting for approximately 12% of revenues

• Royal Dutch Shell, or Shell, accounting for approximately 10% of revenues; and

• Petròleo Brasileiro S.A., or Petrobras, accounting for approximately 10% of revenues

No other customers have accounted for more than ten percent of the Company’s revenues in any period since inception. In the year ended December 31, 2008, our two largest customers were Statoil and Shell, who provided approximately 32% and 7% of our contract revenues, respectively.

Statoil and Shell were also our largest customers in the year ended December 31, 2007, providing

approximately 33% and 13% of our contract revenues, respectively. The loss of any of these

significant customers could have a material adverse effect on our results of operations if they were

not replaced by other customers.

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Most of the Company’s drilling units are contracted to customers for periods between one and five

years ahead, and our forward contracted revenue, or backlog, at December 31, 2009, totaled approximately $10.4 billion, with $8.6 billion of this amount attributable to our semi-submersible rigs and drillships. Seadrill expects approximately $3.1 billion of this backlog to be realized in 2010. Backlog for the drilling fleet is calculated as the contract day rate multiplied by the number

of days remaining on the contract, assuming full utilization. Backlog excludes revenues for mobilization and demobilization, contract preparation and customer reimbursables. The amount of actual revenues earned and the actual periods during which revenues are earned will be different from the backlog projections due to various factors. Downtime, caused by unscheduled repairs,

maintenance, weather and other operating factors, may result in lower applicable day rates than

the full contractual operating dayrate.

The following table shows the percentage of rig days committed by year as of December 31 2009.

The percentage of rig days committed is calculated as the ratio of total days committed under firm contracts to total available days in the period. Total available days for our units under construction

are based on their expected delivery dates.

Year ending December 31,

% of rig-days committed

2010

2011 2012

Jack-up rigs

62%

7%

0% Semi-submersible rigs

100%

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94% 55% Drillships 88% 75% 70% Tender rigs 84% 69% 40%

Competition

The offshore drilling industry is highly competitive, with market participants ranging from large multinational companies to small locally-owned companies.

The demand for offshore drilling services is driven by oil and gas companies’ exploration and development drilling programs. These drilling programs are affected by oil and gas companies’ expectations regarding oil and gas prices, anticipated production levels, worldwide demand for oil

and gas products and many other factors. The availability of quality drilling prospects, exploration success, availability of qualified rigs and operating personnel, relative production costs, availability

and lead time requirements for drilling and production equipment, the stage of reservoir

development and political and regulatory environments also affect our customers’ drilling programs. Oil and gas prices are volatile, which has historically led to significant fluctuations in expenditures by our customers for drilling services. Variations in market conditions during cycles

impact on us in different ways, depending primarily on the length of drilling contracts in different regions. For example, contracts in shallow waters for jack-up rig activities are shorter term, so a deterioration or improvement in market conditions for such units tends to quickly impact on revenues and cash flows from those operations. On the other hand, contracts in deepwater for semi-submersible rigs and drill ships tend to be longer term, so a change in market conditions tends to have a delayed impact. Accordingly, short-term changes in these markets may have a minimal short-term impact on revenues and cash flows, unless the timing of contract renewals coincides with short-term movements in the market.

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Offshore drilling contracts are generally awarded on a competitive bid basis. In determining which qualified drilling contractor is awarded a contract, the key factors are pricing, rig availability and sustainability, rig location, condition of equipment, operating integrity, safety performance record, crew experience, reputation, industry standing and client relations.

Competition for offshore drilling rigs is generally on a global basis, as rigs are highly mobile. However, the cost associated with mobilizing rigs between regions is sometimes substantial, as entering a new region could necessitate upgrades of the unit and its equipment to specific regional requirements. In particular, for rigs to operate in harsh environments, such as offshore Norway and Canada, as opposed to benign environments, such as the Gulf of Mexico, West Africa, Brazil, the Mediterranean and Southeast Asia, more demanding weather conditions would require more costly investment in the outfitting and maintenance of the drilling units.

Seadrill believes that the market for drilling contracts will continue to be highly competitive for the foreseeable future.

8.3 Outlook

The slowdown in the world economy following the credit crisis in the latter part of 2008 adversely affected activity levels in most areas of the offshore drilling industry. Although oil and gas prices

increased significantly through 2009, oil companies retain a cautious attitude regarding the sustainability of the short-term price recovery. As such, and in spite of the fact that most oil companies express confidence in the long-term outlook for their business, uncertainty persists

surrounding investment in exploration and production activities, resulting in postponement of drilling activities.

The area of the market and type of rig most impacted by the drop in activity has been benign environment jack-up rigs, where a significant number of units were stacked in the Gulf of Mexico,

Africa and Southeast Asia regions. The nature of the jack-up market is that drilling assignments

generally have a duration lasting from three to twelve months. The wells that are drilled are often

tiebacks to existing infrastructure, which in many cases implies a higher break-even oil price for

marginal projects. Furthermore, the demand side also consists of smaller operators, who are more

dependent on funding through the financial markets. As a result, the market for benign environment jack-ups was adversely impacted by the uncertainty regarding future oil and gas prices and challenging financial markets. There have been, however, positive signs over the last

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few months in the form of increased activity from oil companies, with core demand being focused on high specification and modern assets. This has resulted in improved market conditions for new

high specification jack-up rigs, which has positively impacted dayrates for such equipment, although demand for older jack-ups has remained weak with an uncertain near term outlook.

The market for dynamically positioned deepwater units has been less affected, due to the limited availability of such rigs in the short term and the continued long-term focus on this area of activity by super majors and national oil companies. Although there were fewer fixtures in 2009 compared to 2008, those that were announced, including sublets between oil companies, were at dayrates of approximately $500,000, which is relatively high by historical standards. In the first quarter 2010, the Company has seen market rates decreasing to around $450,000 per day. Seadrill believes that the long-term outlook for dynamically positioned deepwater rigs remains promising, due to

expected strong demand, particularly in Brazil, West Africa, and the U.S. and Mexican Gulf of Mexico. However, in the near term Seadrill would not be surprised if the market was presented with some weak fixtures from smaller offshore drilling companies with short-term availability, due to financial strain and/or lack of operational track record in deep water.

The drop in shallow water activity, that severely affected the market for jack-up rigs, also

adversely affected the market for tender rigs. Like jack-ups, tender rigs that have come off contract have been warm stacked due to oil companies postponing drilling activity in response to the uncertainty surrounding the direction of oil and gas prices. However, market enquiries from oil companies in 2010 suggest that demand is picking up, reinforcing what the Company believes is an

attractive medium-term outlook for tender rigs. Seadrill has so far this year secured employment

for the newbuild tender rig T12 for a one year assignment in Thailand. The Company believes that

the market will continue to improve and offer opportunities to build additional order backlog and earnings visibility for this asset class.

8.4 Statement of no material adverse change

There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements.

1. Administrative, management and supervisory bodies

2. 9.1 Information about persons

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Board of Directors

The board of directors has the overall responsibility for determining the company's goals and strategy, and accordingly assesses its overall vision, values, goals and strategies at regular intervals.

The table below set out the names of the members of the Company's Board:

Name

Position Business address John Fredriksen Chair of the Board, elected May 2005 Sandy Beach Apartments, Block 3, Flat Y3431 61 Amathountos Avenue, 4532 Ayios Tychonas Area

CY-3105 Limassol, Cyprus

Tor Olav Trøim

Board member since 2005

15 Sloane Square, London, SW1W 8ER, UK Kate Blankenship Board member since 2005 Domaine de Portoi, 11290 Arzens, France Kjell E. Jacobsen Board member since 2008 Kongsgårdbakken 1, 4005 Stavanger, Norway Kathrine Fredriksen Board member since 2008 15 Sloane Square, London, SW1W 8ER, UK

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John Fredriksen has served as Chairman of the Board, President and a director of the Company

since its inception in May 2005. Mr Fredriksen has established trusts for the benefit of his immediate family which control Hemen, our largest shareholder. Mr Fredriksen is Chairman, President, Chief Executive Officer and a director of a related party Frontline, a Bermuda company listed on the NYSE, the Oslo Stock Exchange and the London Stock Exchange. He is also a director of a related party Golar LNG Limited, or Golar, a Bermuda company listed on the Nasdaq Global Market and the Oslo Stock Exchange whose principal shareholder is World Shipholding Limited, a

company indirectly controlled by trusts established by Mr John Fredriksen for the benefit of his immediate family. He is also a director of a related party Golden Ocean Group Limited, or Golden Ocean, a Bermuda company publicly on the Oslo Stock Exchange whose principal shareholder is Hemen.

Tor Olav Trøim has served as Vice President and a director of the Company since its inception in May 2005. Mr Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway in 1985. His careers include Portfolio Manager Equity in Storebrand ASA (1987-1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS (1992-1995). Mr Trøim serves as a director and Vice President of Golar, and as a director of three Oslo Stock Exchange listed companies, Golden Ocean, Aktiv Kapital ASA and Marine Harvest ASA. He served as a director of Frontline from November 1997 to February 2008. Mr Trøim has been a director of Seatankers Management, until June 2009. He has acted as Chief Executive Officer for Knightsbridge Tankers Limited, a Bermuda company listed on the Nasdaq Global Select Market, until September 2007 and for Golar, until April 2006.

Kate Blankenship has served as a director of the Company since its inception in May 2005. Mrs Blankenship has also served as a director of Frontline since 2003. Mrs Blankenship joined Frontline

in 1994 and served as its Chief Accounting Officer and Secretary until October 2005. Mrs Blankenship has been a director of Ship Finance since October 2003. Mrs Blankenship has been a director of Independent Tankers Corporation Limited since February 2008, Golar since July 2003 and Golden Ocean since November 2004. Mrs Blankenship served as Chief Financial Officer of Knightsbridge Tankers Limited from April 2000 to September 2007 and its Secretary from

December 2000 to March 2007. She is a member of the Institute of Chartered Accountants in England and Wales.

Kjell E Jacobsen has served as a director of the Company since May 2008, when he was appointed to fill a casual vacancy on our board of directors. Mr. Jacobsen was Chief Executive Officer of Seadrill Management AS from 2006 until 2008. From 2002 to 2006, Mr

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Jacobsen was the

Chief Executive Officer of the Norwegian offshore drilling contractor, Smedvig. Between 1991 and 2002, Mr Jacobsen held several senior positions, including his appointment as managing director of the mobile units of Smedvig. From 1981 to 1991, Mr Jacobsen worked for Statoil and Citibank in both Oslo and London. Mr Jacobsen graduated from the Norwegian Naval Academy in 1976 and from the Norwegian School of Economics and Business Administration in 1981.

Kathrine Fredriksen has served as a director of the Company since September 2008. Ms Fredriksen has also served as a director of Frontline and Golar since February 2008. She graduated from Wang Handels Gymnas in Norway and studied at the European Business School in London. Ms Fredriksen is the daughter of Mr John Fredriksen.

Corporate management group

The table below sets out the names of the members of the Company’s management:

Name

Position Business address Alf C Thorkildsen

CEO and President and acting CFO, Seadrill Management AS Løkkeveien 111, 4007 Stavanger, Norway Per Wullf

COO and Executive Vice President, Seadrill Management AS Løkkeveien 111, 4007 Stavanger, Norway

Tim Juran Executive Vice President, Deepwater Western Hemisphere 11210 Equity Drive, Suite 150 Houston, Texas 77041, USA Svend Anton Maier

Vice President, Deepwater Eastern Hemisphere Løkkeveien 111, 4007

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Stavanger, Norway Sveinung Lofthus Senior Vice President, Europe

Løkkeveien 111, 4007 Stavanger, Norway

Ian Shearer

Senior Vice President, Jack-ups, Asia and Middle East 10 Hoe Chiang Road, 1801 Keppel Towers, Singapore 089315

Alf Ragnar Løvdal

Senior Vice President, Tender Rigs

10 Hoe Chiang Road, 1801 Keppel Towers, Singapore 089315

Thorleif Egeli

CEO, Seawell Management AS

Løkkeveien 107, 4007 Stavanger, Norway

Alf C Thorkildsen, CEO and President and acting CFO, Seadrill Management AS

Mr. Thorkildsen was appointed CEO in June 2008. From 2002 to 2006, Mr. Thorkildsen held the position of CFO in the offshore drilling contractor Smedvig, which Seadrill acquired in early 2006.

Prior to joining Smedvig he worked more than 20 years in Shell in various senior positions, the last

as Treasurer and Controller of the Global EP business. Mr. Thorkildsen has a degree in economics from the Norwegian School of Business Administration and a Master of Business Administration from Arizona State University in 1980. Mr. Thorkildsen is a Norwegian citizen and resides in Stavanger, Norway.

Per Wullf, COO and Executive Vice President, Seadrill Management AS

Mr. Wullf started working for Seadrill in February 2009. He has more than 28 years of experience

from the drilling industry and has held several senior positions in Maersk, most recently as Managing Director of Maersk Contractors in Norway. Mr. Wullf's extensive experience includes 11

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Registration Document years of international offshore operations and 17 years onshore. Mr. Wullf is a Danish citizen and resides in Stavanger, Norway.

Tim Juran, Executive Vice President, Deepwater Western Hemisphere

Mr. Juran started working for Seadrill in January 2007. He has more than 28 years of experience from the drilling industry and has held several senior positions in Transocean and Reading & Bates Drilling Company. Mr. Juran's extensive experience includes international onshore and offshore operations. He has a bachelor's degree in mining engineering from the University of Wisconsin - Platteville awarded in 1981. Mr. Juran is a US citizen and resides in Houston.

Svend Anton Maier, Vice President, Deepwater Eastern Hemisphere

Mr. Maier started working for Seadrill in February 2007. He has more than twenty years of experience from the offshore industry. Mr. Maier has held several senior positions in Transocean,

most recently as country manager in Nigeria, Equatorial Guinea and Gabon. He has a degree in marine engineering from the Maritime Institute of Tønsberg. Mr. Maier is a Norwegian citizen and resides in Stavanger, Norway.

Sveinung Lofthus, Senior Vice President, Europe

Mr. Lofthus has been responsible for the operations of the mobile units since 2005. He has held various positions both offshore and onshore since 1987, including project and rig management both in Norway and abroad for Smedvig. He has a degree in petroleum engineering from the University of Stavanger. Mr. Lofthus is a Norwegian citizen and resides in Stavanger, Norway.

Ian Shearer, Senior Vice President, Jack-ups, Asia Pacific and Middle East

Mr. Shearer was appointed Senior Vice President Jack-ups Asia Pacific and the Middle East. He has been responsible for the company's UK activities since 2004. Mr. Shearer has some 20 years of experience from the drilling industry of which 13 years is with the offshore drilling contractor Smedvig, which Seadrill acquired in early 2006. Mr. Shearer has over the years held several senior positions. He has a bachelor degree in mechanical engineering (Hons) from the University of Aberdeen and a master of science in offshore engineering from Robert Gordon's Institute of Technology, Aberdeen. Mr. Shearer is a UK citizen and resides in Singapore.

Alf Ragnar Løvdal, Senior Vice President, Tender Rigs

Mr. Løvdal was appointed Senior Vice President, Tender Rigs in April 2009. He was

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previously CEO in Seawell Management AS. Mr. Løvdal has close to 30 years of experience from the oil and gas industry, of which 20 years as responsible for the well services business in the drilling contractor Smedvig, which Seadrill acquired in early 2006. Mr. Løvdal has over the years held several senior positions, including general manager operations for the mobile units. Prior to his engagement with Smedvig, Mr. Løvdal held various positions in different oil service companies, including five years of

offshore field experience with Schlumberger. He has a degree in mechanical engineering from Horten Engineering Academy in Norway. Mr. Løvdal is a Norwegian citizen and resides in Singapore.

Thorleif Egeli, Chief Executive Officer of Seawell Management AS

Mr. Egeli was appointed Chief Executive Officer of Seawell Management AS in October 2009. Mr.

Egeli has more than 16 years of experience in the oil services industry, including his most recent

position as Vice President, Schlumberger North America. He graduated from the Norwegian Technical University with a degree in mechanical engineering and has an MBA from the Erasmus School of Management, Rotterdam.

9.2 Administrative, management and supervisory bodies conflicts of interest

There are no conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties.

10. Major shareholders

10.1 Ownership

The following table presents certain information as at April 6, 2010, regarding the ownership of

Seadrill’s common shares with respect to each shareholder whom the Company knows to beneficially own more than five percent of the outstanding common shares:

Common Shares Held

Shareholder

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Number

%

Hemen (1)

133,097,583

32.35 % Folketrygdfondet (2)

27,001,030

6.56 % Fidelity Management and Research Company (3)

20,501,728

5.10 %

Wellington Management Company LLP (3)

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21,846,224

5.47

%

(1) Hemen, a Cyprus holding company, the shares of which are held in trusts established by Mr. John Fredriksen for the benefit of his immediate family.

(2) Folketrygdfondet manages the Government Pension Fund of Norway on behalf of the Norwegian Ministry of Finance.

(3) Share ownership information is based on Norwegian Securities Regulation notification statements, available on www.newsweb.no.

As of April 26, 2010, the Company had a single shareholder of record in the United States, in

whose name all shareholdings in the United States are recorded. We had a total of 411,443,816

common shares outstanding as of April 26, 2010.

Seadrill’s major shareholders have the same voting rights as the other shareholders. No

corporation or foreign government owns more than 50% of the outstanding common shares. The

Company is not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Seadrill.

Primary insiders holdings as of 26 April, 2010

The table below shows the number of common shares beneficially owned and the percentage

owned of the outstanding common shares for the Company’s directors, officers and key employees

as of April 26, 2010, and the percentage held of the total common shares in issue. Also shown are

their interests in share options awarded to them under the Option Scheme which was approved by

the Company in May 2005. The subscription price for options granted under the scheme will

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normally be reduced by the amount of all dividends declared by the Company in the period from

the date of grant until the date the option is exercised.

Director or Key Employee

Beneficial Interestin Common Shares of $2.00 each

Interest in Options

Number ofshares

%

Total number of options Number of options vested

Exercise price Expiry date

John Fredriksen (2)

(2)

(2)

• Tor Olav Trøim (3)

635,000

(1)

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Kate Blankenship 41,000 (1)

20,000

• NOK 84.83 May 2014 Kjell E. Jacobsen -

(1)

175,000 100,000 175,000 33,333 NOK 86.60 NOK 116.72 December 2011 January 2014 Kathrine Fredriksen -

(1)

• Georgina Sousa -

(1)

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Alf C. Thorkildsen 20,000 (1)

275,000 325,000 275,000 - NOK 86.60 NOK 84.83 December 2011 May 2014 Per Wullf - (1) 150,000 - NOK 84.83 May 2014 Tim Juran 855 (1) 150,000 140,000 150,000 - NOK 98.63

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NOK 104.64 September 2011 May 2014 Svend Anton. Maier - (1)

12,500 25,000 60,000 12,500 16,667 - NOK 83.81 NOK 114.23 NOK 84.83 September 2011 September 2011 May 2014 Sveinung Lofthus 2,000 (1) 100,000 60,000 100,000 - NOK 72.73 NOK 84.83 September 2011 May 2014 Ian Shearer -

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(1)

40,000 60,000 3,333 - NOK 114.23 NOK84.83 September 2011 May 2014 Alf Ragnar Løvdal - (1)

40,000

NOK 90.83 May 2014 Thorleif Egeli 800 (1)

---

• (1) less than one percent

(2) Hemen Holding Ltd, or Hemen, is a Cyprus holding company, the shares of which are held in trusts established by Mr. John Fredriksen for the benefit of his immediate family. Mr. Fredriksen

disclaims beneficial ownership of the 133,097,583 shares of our common stock held

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by Hemen,

except to the extent of his voting and dispositive interest in such shares of common stock. Mr. Fredriksen has no pecuniary interest in the shares held by Hemen. In addition, to the holdings of shares and options contained in the table above, as of April 26, 2010, Hemen is party to separate TRS agreements relating to 3,900,000 of our common shares.

(3) In addition to the holdings of shares and options contained in the table above, as of April 26, 2010, Drew Investment Ltd., a company controlled by Tor Olav Trøim, is party to separate TRS

agreements relating to 400,000 of our common shares.

1. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

11.1 Historical Financial Information

From May 10, 2005 Seadrill’s financial statements have been presented in accordance with accounting principles generally accepted in the United States (US GAAP).

The Group’s accounting policies is shown in Annual Report of 2009, Note 2, Accounting policies.

Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the Annual report of 2008 and Annual Report of 2009 as follows:

Annual reports

2009

2008

Seadrill Limited

Consolidated Statements of Operations Page F-3

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Page 2

Consolidated Balance Sheets

Page F-5

Page 3

Consolidated Statements of Cash Flow

Page F-6 – F7

Page 4 - 5

Consolidated Statements of Comprehensive Income

Page F-4

Page 6

Consolidated Statement of Changes in Shareholders’ Equity

Page F-8

Pages 7 - 8

Notes to the consolidated financial statements

Page F-9 – F- 48

Pages 9 - 36

Downloadable formats of the Company’s Annual Reports can be found at the following URL: http://www.seadrill.com/reportfilelist.asp?strAction=doView&iGroupId=100&mid=180

11.2 Financial statements

See section 11.1 Historical Financial Information.

• 11.3 Auditing of historical annual financial information

• 11.3.1 Statement of audited historical financial information

The historical financial information for 2008 and 2009 has been audited.

A statement of audited historical financial information is given in the Annual report 2008 page 2 and Annual report 2009 page 3.

• 11.4 Age of latest financial information

• 11.4.1 Last year of audited financial information

The last year of audited financial information is 2009.

• 11.5 Legal and arbitration proceedings

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in various

jurisdictions for demurrage, damages, off-hire and other claims and commercial disputes arising

from the operation of the drilling units, in the ordinary course of the business or in connection with

the Company’s acquisition activities. The Company believes that the resolution of such claims will

not have a material adverse effect on its operations or financial condition. The dispute is the only

legal proceeding which the Company considers to be material.

West Larissa Dispute

At the end of 2005 and the beginning of 2006, the Company had a dispute with Gazprom in connection with the operations of the jack-up rig West Larissa, which was named Ekha at that time. In May 2009, legal hearings took place in the High Court of Justice, London, relating to the

dispute and the Court has issued a decision with the following main conclusions:

• The Company was awarded charter hire for the period from November 23, 2005, to January 9, 2006, being the date up to when the incident occurred. Including interest this amounted to approximately $6.8 million.

• The Company was not awarded hire for the time after the incident, nor was the Company awarded any reimbursement for uninsured costs related to its claim.

• The Court has ruled that Gazprom is entitled to recover costs and expenses related to West Larissa, where Gazprom can demonstrate that these were wasted as a consequence of

Seadrill's actions during the incident. The Judge also ruled that Gazprom wrongfully terminated the Contract, and has thus rejected Gazprom's claim for losses associated with the contracting of another rig.

It is not possible at this stage to quantify the net outcome of this ruling. The amount of Gazprom's counter-claim, as well as responsibility for incurred legal costs, will be decided in a separate hearing at a later stage. The Court’s decision has been appealed by the Company, and appeal hearings are scheduled to take place during first half of 2010. The Company does not expect the final outcome to have a significant effect on its financial results.

With exception from the disputes mentioned in the Listing Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of

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which the issuer is aware), during a period covering at least the previous 12 months which may

have, or have had in the recent past, significant effects on the issuer and/or group's financial position or profitability.

11.6 Significant change in the issuer's financial or trading position

There has been no significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which annual financial information has been published.

1. Documents on display

The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarters of Seadrill Limited, PO Box HM 1593, Par-la-Ville Place, 14 Par-laVille Road, Hamilton HM 08, Bermuda or Seadrill Limited, c/o Seadrill Management AS, Løkkeveien 111, P.O Box 110, 4001 Stavanger, Norway.

(a) the memorandum and articles of association of Seadrill Limited;

(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Seadrill Limited' request any part of which is included or

referred to in the Registration Document;

(c) the historical financial information of Seadrill Limited and its subsidiary undertakings for each

of the two financial years preceding the publication of the Registration Document.

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Cross Reference List

Reference in Registration Document

Refers to

1. Risk factors

Annual report 2009 on Form 20-F

6.2 Business operation

Annual report 2009 on Form 20-F

1. Historical Financial Information

Annual report 2007, 2008 and Annual Report of 2009, Note 2, Accounting policies.

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