Edgar Filing: TRANSOCEAN SEDCO FOREX INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

Commission file number 333-75899

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TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)

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Cayman Islands N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code: (713) 232-7500

Securities registered pursuant to Section 12(b) of the Act:

Title of class Exchange on which registered
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Ordinary Shares, par value $0.01 per share New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

As of February 28, 2001, 317,099,684 ordinary shares were outstanding and
the aggregate market value of such shares held by non-affiliates was
approximately $15.2 billion (based on the reported closing market price of the
ordinary shares on such date of $48.13 and assuming that all directors and
executive officers of the Company are "affiliates," although the Company does
not acknowledge that any such person is actually an "affiliate" within the
meaning of the federal securities laws).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be filed with
the Securities and Exchange Commission within 120 days of December 31, 2000,
for its 2001 annual general meeting of shareholders, are incorporated by
reference into Part III of this Form 10-K.

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TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000

Item Page
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PART I
Items 1 through 4

Item 1. Business...................................................... 1
Recent Developments........................................... 1
Merger of Transocean Sedco Forex Inc. and R&B Falcon
Corporation.................................................. 1
Merger of Transocean Offshore Inc. and Sedco Forex............ 2
Background of Transocean Offshore Inc......................... 2
Background of Sedco Forex..................................... 2
Background of R&B Falcon Corporation.......................... 2
Drilling Rig Types............................................ 3
Fleet Additions and Upgrades.................................. 9
Markets....................................................... 9
Management Services........................................... 10
Drilling Contracts............................................ 10
Significant Clients........................................... 11
Industry Conditions and Competition........................... 11
Operating Risks............................................... 12
International Operations...................................... 13
Regulation.................................................... 14
Employees..................................................... 15
Item 2. Properties.................................................... 15
Item 3. Legal Proceedings............................................. 16
Item 4. Submission of Matters to a Vote of Security Holders........... 19
Executive Officers of the Registrant.......................... 20

PART II
Items 5 through 9

Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters...................................................... 23
Item 6. Selected Consolidated Financial Data.......................... 23
Management's Discussion and Analysis of Financial Condition
Item 7. and Results of Operations.................................... 25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.... 44
Item 8. Financial Statements and Supplementary Data................... 45
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 79

PART III
Items 10 through 13

Item 10. Directors and Executive Officers of the Registrant............ 79
Item 11. Executive Compensation........................................ 79
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 79
Item 13. Certain Relationships and Related Transactions................ 79

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
K............................................................ 79

ITEM 1. Business

Transocean Sedco Forex Inc. (together with its subsidiaries and
predecessors, unless the context requires otherwise, the "Company") is a
leading international provider of offshore contract drilling services for oil
and gas wells. As of March 1, 2001, the Company owned, had partial ownership
interests in, operated or had under construction 166 mobile offshore and barge
drilling units. The Company's active fleet includes 13 high-specification
drillships, three other drillships, 20 high-specification semisubmersibles
(including four under construction), 30 other semisubmersibles, 55 jackup
rigs, 37 drilling barges, five tenders and three submersible rigs. In
addition, the fleet includes four mobile offshore production units, two multi-
purpose service vessels and three platform drilling rigs. The Company also has
a fleet of land and barge drilling rigs in Venezuela consisting of 11 wholly
owned and two partially owned land rigs and three lake barges.

The Company's core business is to contract these drilling rigs, related
equipment and work crews primarily on a dayrate basis to drill oil and gas
wells. The Company specializes in technically demanding segments of the
offshore drilling business with a particular focus on deepwater and harsh
environment drilling services. The Company also provides additional services,
including management of third-party well service activities. The Company's
ordinary shares are listed on the New York Stock Exchange under the symbol
"RIG".

Transocean Sedco Forex Inc. is a Cayman Islands corporation with principal
executive offices in the U.S. located at 4 Greenway Plaza, Houston, Texas
77046. Its telephone number at that address is (713) 232-7500.

Recent Developments

On February 13, 2001, a joint venture in which the Company holds a 25
percent interest, Sea Wolf Drilling Limited and its wholly owned subsidiaries
("Sea Wolf"), completed the sale of the two semisubmersible rigs owned by the
venture, the Drill Star and Sedco Explorer, to Pride International, Inc. and
certain of its subsidiaries ("Pride"). Sea Wolf received approximately $45
million in cash and approximately 3 million shares of Pride common stock in
exchange for the two rigs. The Company will bareboat charter the Drill Star,
now known as the Pride North Atlantic, from Pride until approximately
September 2001. The Company will no longer charter the Sedco Explorer.

The Company has decided to phase-out its turnkey operations. The Company
expects to complete this process in the second quarter of 2001. These turnkey
activities were acquired as a result of the Company's merger transaction with
R&B Falcon Corporation (together with its subsidiaries, unless the context
requires otherwise, "R&B Falcon") on January 31, 2001.

The Company plans to sell its land and barge drilling business in
Venezuela. The Company is in discussions with possible buyers and expects to
close the sale in the second quarter of 2001, provided it is able to realize
an acceptable sale price.

Merger of Transocean Sedco Forex Inc. and R&B Falcon Corporation

On January 31, 2001, the Company completed a merger transaction with R&B
Falcon in which an indirect wholly owned subsidiary of the Company, TSF
Delaware Inc., merged with and into R&B Falcon. As a result of the merger, R&B
Falcon common shareholders received 0.5 newly issued ordinary shares of the
Company for each R&B Falcon share. The Company issued 106,061,595 ordinary
shares in exchange for the issued and outstanding shares of R&B Falcon and
assumed warrants and options exercisable for approximately 13.2 million
ordinary shares. The 106,061,595 ordinary shares issued in exchange for the
issued and outstanding shares of R&B Falcon constituted approximately 33
percent of the outstanding ordinary shares of the Company after the merger.
The Company accounted for the merger using the purchase method of accounting
with the Company treated as the acquiror. The Company closed the merger prior
to obtaining formal approval from the U.K. Government's Office of Fair Trading
("OFT"), as permitted by U.K. law. In February 2001, the U.K. Secretary of
State for Trade and Industry announced its decision not to refer the merger to
the Competition Commission. Concurrently with the closing of the merger, a
subsidiary of R&B Falcon contributed its inland marine support vessel business
to Delta Towing Holdings, LLC ("Delta Towing"). In connection with this
contribution, the R&B Falcon subsidiary received secured contingent notes
valued at $80 million and a 25 percent ownership interest in Delta Towing. The
remaining 75 percent ownership interest is beneficially owned by unrelated
third parties.

Merger of Transocean Offshore Inc. and Sedco Forex

On December 31, 1999, the Company completed its merger with Sedco Forex
Holdings Limited ("Sedco Forex"), the former offshore contract drilling
business of Schlumberger Limited ("Schlumberger"). Effective upon the merger,
the Company changed its name from "Transocean Offshore Inc." to "Transocean
Sedco Forex Inc." The merger followed the spin-off of Sedco Forex to
Schlumberger shareholders on December 30, 1999. As a result of the merger,
Schlumberger shareholders exchanged all of the Sedco Forex shares distributed
to them by Schlumberger in the Sedco Forex spin-off for ordinary shares of the
Company, and Sedco Forex became a wholly owned subsidiary of the Company.

In the merger, Schlumberger shareholders received 0.1936 ordinary shares of
the Company for each share of capital stock of Sedco Forex distributed in the
spin-off of Sedco Forex. The Company issued 109,419,166 ordinary shares to
Schlumberger shareholders in the merger, and issued an additional 145,102
ordinary shares that were sold on the market for cash paid in lieu of
fractional shares. These aggregate issuances of 109,564,268 shares constituted
approximately 52 percent of outstanding Company shares immediately following
the merger. The Company accounted for the merger using the purchase method of
accounting, with Sedco Forex as the acquirer for accounting purposes.

Background of Transocean Offshore Inc.

The Company was founded in 1953 by predecessors of Sonat Inc. and J. Ray
McDermott & Co., Inc. to design and construct the first jackup rig in the U.S.
Gulf of Mexico. The Company, then known as "The Offshore Company," began
international drilling operations in the late 1950s and was one of the first
contractors to offer drilling services in the North Sea. The Company was
publicly traded from 1967 until 1978, when it became a wholly owned subsidiary
of Sonat Inc. In June 1993, the Company, then known as "Sonat Offshore
Drilling Inc.," completed an initial public offering of approximately 60
percent of the outstanding shares of its common stock. In July 1995, Sonat
Inc. sold its remaining 40 percent interest in the Company through a secondary
public offering. In September 1996, the Company acquired substantially all of
the outstanding capital shares of Transocean ASA, a Norwegian offshore
drilling company, for an aggregate purchase price of approximately $1.5
billion in common stock and cash, including direct transaction costs and costs
of purchasing minority shares completed in 1997, and changed its name to
"Transocean Offshore Inc." On May 14, 1999, the Company completed a corporate
reorganization by which it changed its place of incorporation from Delaware to
the Cayman Islands.

Background of Sedco Forex

The offshore contract drilling business of Sedco Forex resulted from the
integration over time by Schlumberger of several drilling companies,
principally Forex (Forages et Exploitations Petrolieres) and Sedco Inc., and
other asset acquisitions. Forex was founded in France in 1942 and began as a
land drilling company in France, North Africa and the Middle East. Forex later
moved into the offshore drilling market largely through its Neptune joint
venture formed in the early 1960s with Languedocienne-Forenco. By the early
1970s, Schlumberger had acquired all of the shares of Forex and Neptune and
had integrated their activities. Schlumberger acquired Sedco Inc. in 1984.
Founded in 1947 and originally known as Southeastern Drilling Company, Sedco
Inc. began drilling in shallow water marsh environments in the U.S. in the
early 1950s and then expanded into international operations and deeper water
markets.

Background of R&B Falcon Corporation

R&B Falcon was the result of the 1997 combination of Reading & Bates
Corporation and Falcon Drilling Company, Inc. and the subsequent acquisition
of Cliffs Drilling Company ("Cliffs Drilling") in late 1998. Reading & Bates
Corporation was founded in 1955 as an offshore drilling company to construct
and operate an offshore drilling tender in the U.S. Gulf of Mexico. Falcon
Drilling Company, Inc. was formed in 1991 initially to operate in the shallow
water and transition zone areas of the U.S. Gulf of Mexico and moved into
deepwater

operations in 1996. Cliffs Drilling was spun-off from Cleveland-Cliffs Inc. in
1988 and continues to operate land and offshore rigs in various countries,
including the U.S. and Venezuela. At the time of the merger with the Company,
R&B Falcon owned, had partial ownership interests in, operated or had under
construction more than 100 mobile offshore drilling units, inland barges and
other assets utilized in the support of offshore drilling activities,
including 10 semisubmersible drilling rigs (one of which is under
construction), 10 drillships and 42 jackup drilling rigs.

Drilling Rig Types

The Company principally uses 4 types of drilling rigs:

. drillships

. semisubmersibles

. jackups

. barge drilling rigs

Also included in the Company's fleet are mobile offshore production units,
multi-purpose service vessels, tenders, submersible rigs, platform drilling
rigs and land drilling rigs.

Most of the Company's drilling equipment is suitable for both exploration
and development drilling, and the Company is normally engaged in both types of
drilling activity. Likewise, most of the Company's drilling rigs are mobile
and can be moved to new locations in response to client demand, particularly
the drillships, semisubmersibles, jackups and tenders. All of the Company's
mobile offshore drilling units are designed for operations away from port for
extended periods of time and most have living quarters for the crews, a
helicopter landing deck and storage space for pipe and drilling supplies.

As of March 1, 2001, the Company's active marine fleet (excluding newbuilds
under construction) was located in the U.S. Gulf of Mexico (78 units), Mexico
(1 unit), Canada (1 unit), Brazil (14 units), Trinidad (1 unit), the North Sea
(20 units), the Mediterranean and Middle East (6 units), the Caspian Sea (1
unit), Africa (22 units), India (2 units) and Asia and Australia (15 units).
Additionally, the drillship Joides Resolution is contracted for a worldwide
research program and as of such date was in Guam.

Drillships (16)

Drillships are generally self-propelled and designed to drill in the
deepest water in which offshore drilling rigs currently operate. Shaped like
conventional ships, they are the most mobile of the major rig types. The
Company's drillships are either dynamically positioned, which allows them to
maintain position without anchors through the use of their onboard propulsion
and station-keeping systems, or are operated in a moored configuration.
Drillships typically have greater load capacity than semisubmersible rigs.
This enables them to carry more supplies on board, which often makes them
better suited for drilling in remote locations where resupply is more
difficult. However, drillships are typically limited to calmer water
conditions than those in which semisubmersibles can operate. High-
specification drillships are those that are dynamically positioned and rated
for drilling in water depths of at least 7,000 feet and are designed for
ultra-deepwater exploration and development drilling programs. The Company's
three Discoverer Enterprise-class drillships are equipped for dual-activity
drilling, which is a well-construction technology developed by the Company
that allows for drilling tasks associated with a single well to be
accomplished in a parallel rather than sequential manner by utilizing two
complete drilling systems under a single derrick. The dual-activity well-
construction process is designed to reduce critical path activity and improve
efficiency in both exploration and development drilling. The Company's
Deepwater-class drillships are also high-specification drillships and are
designed with a high-pressure mud system.

The following table provides certain information regarding the Company's
drillship fleet as of March 1, 2001:

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in Estimated
Type and Name Upgraded(a) feet) feet) Location Customer Expiration(g)
------------- ----------- -------- -------- --------- ------------ --------------

High-Specification
Drillships(13)
Deepwater Discovery(b).. 2000 10,000 30,000 Nigeria Texaco December 2003
Deepwater
Expedition(b).......... 1999 10,000 30,000 Brazil Petrobras October 2005
Deepwater
Frontier(b)(d)......... 1999 10,000 30,000 Brazil Petrobras November 2001
Deepwater
Millennium(b).......... 1999 10,000 30,000 Brazil TotalFinaElf October 2004
Deepwater
Pathfinder(b)(c)....... 1998 10,000 30,000 U.S. Gulf Conoco January 2004
Discoverer Deep
Seas(b)................ 2001 10,000 35,000 U.S. Gulf Chevron December 2006
Discoverer
Enterprise(b).......... 1999 10,000 35,000 U.S. Gulf BP December 2004
Discoverer Spirit(b).... 2000 10,000 35,000 U.S. Gulf Unocal July 2005
Navis Explorer I
(b)(e)................. 2000 10,000 30,000 Brazil Petrobras June 2001
Deepwater Navigator(b).. 2000 7,800 25,000 Brazil Petrobras July 2003
Peregrine I(b).......... 1982/1996 7,200 25,000 Brazil Petrobras November 2001
Discoverer 534 (b)...... 1975/1991 7,000 25,000 U.S. Gulf -- Idle
Discoverer Seven
Seas(b)................ 1976/1997 7,000 25,000 Brazil Petrobras March 2002
Other Drillships (3)
Joides
Resolution(b)(f)....... 1978 27,000 30,000 Worldwide Texas A&M September 2003
Peregrine III(b)........ 1976 4,200 20,000 Brazil Petrobras June 2003
Sagar Vijay(e).......... 1985 2,950 20,000 India ONGC May 2001

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(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Dynamically positioned.
(c) Unit is leased by a limited liability company in which the Company owns a
50 percent interest.
(d) Unit is leased by a limited liability company in which the Company owns a
60 percent interest.
(e) Operated under a management contract with the rig's owner.
(f) The Joides Resolution is currently engaged in scientific geological coring
activities and is owned by a joint venture in which the Company has a 50
percent interest. See Note 14 to the Company's consolidated financial
statements.
(g) Expiration dates represent the Company's current estimate of the earliest
date the contract for each rig is likely to expire. Some contracts may
permit the client to extend the contract.

Semisubmersibles (50)

Semisubmersibles are floating vessels that can be submerged by means of a
water ballast system such that a substantial portion of the lower hull is
below the water surface during drilling operations. These rigs maintain their
position over the well through the use of an anchoring system or computer
controlled dynamic positioning thruster system. Some semisubmersible rigs are
self-propelled and move between locations under their own power when afloat on
the pontoons although most are relocated with the assistance of tugs.
Typically, semisubmersibles are better suited for operations in rough water
conditions than drillships. High-specification semisubmersibles are those that
were built or extensively upgraded since 1984 and have one or more of the
following characteristics: larger physical size than other semisubmersibles;
rated for drilling in water depths of over 4,000 feet; year-round harsh
environment capability; variable deck load capability of greater than 4,000
metric tons; dynamic positioning; and superior motion characteristics. The
Company has three high-specification semisubmersibles based on its proprietary
Sedco Express design (the Sedco Express, Sedco Energy and Cajun Express) that
are currently undergoing testing and commissioning.

The following table provides certain information regarding the Company's
semisubmersible fleet as of March 1, 2001:

Water Drilling
Year Depth Depth
Entered Capacity Capacity
Service/ (in (in Estimated
Type and Name Upgraded(a) feet) feet) Location Customer Expiration(k)
------------- ----------- -------- -------- -------------------- -------------- --------------

High-Specification
Semisubmersibles(20)
Deepwater Horizon(l).... Newbuild 10,000 30,000 Enroute to U.S. Gulf BP June 2004
Cajun Express(b)(c)..... Newbuild 8,500 35,000 U.S. Gulf Marathon December 2002
Deepwater Nautilus(m)... 2000 8,000 30,000 U.S. Gulf Shell June 2005
Sedco Energy(b)(d)...... Newbuild 7,500 25,000 Canary Islands Texaco January 2003
Sedco Express(b)(e)..... Newbuild 7,500 25,000 Canary Islands -- --
Transocean Marianas..... 1979/1998 7,000 25,000 U.S. Gulf Shell August 2003
Sedco 707(b)............ 1976/1997 6,500 25,000 Brazil Petrobras January 2002
Jack Bates.............. 1986/1997 6,000 30,000 U.K. North Sea BP April 2002
M. G. Hulme, Jr.(j)..... 1983/1996 5,000 25,000 Ghana Hunt March 2001
Equatorial Guinea ExxonMobil April 2001
Ghana Hunt May 2001
Sedco 709(b)............ 1977/1999 5,000 25,000 Nigeria Shell April 2002
Transocean Richardson... 1988 5,000 25,000 U.S. Gulf Kerr McGee July 2001
Charles A. Donabedian
(formerly Jim
Cunningham)............ 1982/1995 5,000 25,000 Angola TotalFinaElf March 2001
Angola ExxonMobil May 2001
Transocean Leader....... 1987/1997 4,500 25,000 U.K. North Sea BP March 2002
Transocean Rather....... 1988 4,500 25,000 U.S. Gulf BP February 2002
Sedco 710(b)............ 1983 4,000 25,000 Brazil Petrobras May 2001
Sovereign Explorer...... 1984 4,000 25,000 Ivory Coast Ranger Oil March 2001
U.K. North Sea Statoil July 2001
U.K. North Sea Amerada Hess October 2001
Henry Goodrich(f)....... 1985 2,000 30,000 Canada Terra Nova February 2002
Paul B. Loyd, Jr.(f).... 1990 2,000 25,000 U.K. North Sea BP October 2001
Transocean Arctic(g).... 1986 1,650 25,000 Norwegian N. Sea Statoil February 2002
Polar Pioneer........... 1985 1,500 25,000 Norwegian N. Sea Norsk Hydro February 2002
Other
Semisubmersibles(30)
Sedco 700............... 1973/1997 3,600 25,000 Equatorial Guinea Triton December 2001
Transocean Amirante..... 1978/1997 3,500 25,000 U.S. Gulf El Paso Energy June 2001
Transocean Legend....... 1983 3,500 25,000 Brazil -- Idle
C. Kirk Rhein, Jr. ..... 1976/1997 3,300 25,000 U.S. Gulf ATP March 2001
Omega(h)................ 1983 3,000 25,000 South Africa Pioneer June 2001
Transocean Driller...... 1991 3,000 25,000 Brazil Petrobras July 2001
Falcon 100.............. 1974/1999 2,400 25,000 U.S. Gulf Chevron May 2001
Transocean 96........... 1975/1997 2,300 25,000 U.S. Gulf McMoran June 2001
Sedco 711............... 1982 1,800 25,000 Ireland Enterprise September 2001
Transocean John Shaw.... 1982 1,800 25,000 U.K. North Sea Brovig March 2001
U.K. North Sea TotalFinaElf November 2001
Sedco 714............... 1983/1997 1,600 25,000 U.K. North Sea PanCanadian April 2001
U.K. North Sea BP October 2001
Sedco 712............... 1983 1,600 25,000 U.K. North Sea Shell December 2001
Actinia................. 1982 1,500 25,000 Spain Repsol June 2001
J. W. McLean............ 1974/1996 1,500 25,000 U.K. North Sea Ranger August 2001
Pride North Atlantic
(formerly Drill
Star)(i)............... 1982 1,500 25,000 U.K. North Sea Conoco August 2001
Sedco 600............... 1983/1994 1,500 25,000 Singapore -- Idle
Sedco 601............... 1983 1,500 25,000 Indonesia Unocal May 2001
Sedco 602............... 1983 1,500 25,000 Korea -- Idle
Sedco 702............... 1973/1992 1,500 25,000 Australia BHP April 2001
Sedco 703............... 1973/1995 1,500 25,000 Australia Alberta March 2001
Sedco 708............... 1976 1,500 25,000 Angola Chevron May 2001
Sedneth 701............. 1972/1993 1,500 25,000 Angola Chevron December 2001
Transocean Prospect(g).. 1983/1992 1,500 25,000 Norwegian N. Sea Statoil May 2002
Transocean Searcher(g).. 1983/1988 1,500 25,000 Norwegian N. Sea Statoil August 2002
Transocean Winner(g).... 1983 1,500 25,000 Norwegian N. Sea Statoil October 2001
Transocean Wildcat(g)... 1977/1985 1,300 25,000 Norwegian N. Sea Statoil November 2001
Transocean Explorer..... 1976 1,250 25,000 U.K. North Sea -- Idle
Sedco 704............... 1974/1993 1,000 25,000 U.K. North Sea Texaco September 2002
Sedco 706............... 1976/1994 1,000 25,000 U.K. North Sea TotalFinaElf June 2001
Sedco I--Orca (h)....... 1970/1987 900 25,000 South Africa Soekor May 2001

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(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Dynamically positioned.
(c) The Cajun Express is expected to be operational in the second quarter of
2001. The contract term was recently reduced from 36 months to 18 months.
The contract provides for termination at the option of the client if the
rig is not delivered by June 30, 2001.
(d) The Sedco Energy is expected to be operational in the second quarter of
2001. Because delivery of the rig has been delayed beyond November 13,
1999, the contract provides for a reduction in its term at the option of
the client equivalent to the period of delayed delivery.
(e) The Sedco Express is expected to be operational in the second quarter of
2001. A unit of TotalFinaElf terminated a three-year contract for the
Sedco Express in Angola because the rig was not delivered by December 28,
2000.
(f) Owned by Arcade Drilling as, a Norwegian company in which the Company has
a 99.3 percent interest.
(g) Participating in a cooperation agreement with Statoil. See "Drilling
Contracts."
(h) Operated under a management contract with the rig's owner.
(i) Operated under a bareboat charter with the rig's owner, Pride North
Atlantic Ltd.
(j) The M. G. Hulme, Jr. is accounted for as an operating lease as a result of
a sale/leaseback transaction in November 1995.
(k) Expiration dates represent the Company's current estimate of the earliest
date the contract for each rig is likely to expire. Some rigs have two
contracts in continuation, so the second line shows the estimated earliest
availability. Some contracts may permit the client to extend the contract.
(l) The Deepwater Horizon is expected to be operational in the third quarter
of 2001 and commence a three-year contract with a unit of BP.
(m) The rig is leased from its owner, an unrelated third party, pursuant to a
fully defeased lease arrangement.

Jackup Rigs (55)

Jackup rigs are mobile self-elevating drilling platforms equipped with legs
that can be lowered to the ocean floor until a foundation is established to
support the drilling platform. Once a foundation is established, the drilling
platform is then jacked further up the legs so that the platform is above the
highest expected waves. These rigs are generally suited for water depths of
300 feet or less.

The following table provides certain information regarding the Company's
jackup rig fleet as of March 1, 2001:

Year Entered Water Depth Drilling Depth
Service/ Capacity Capacity (in
Type and Name Upgraded(a) (in feet) feet) Location Status
------------- ------------ ----------- -------------- ----------------- ---------

Trident IX(b)........... 1982 400 21,000 Singapore Idle
Trident 17.............. 1983 355 25,000 Indonesia Operating
C. E. Thornton.......... 1974 300 25,000 U.S. Gulf Operating
D. R. Stewart........... 1980 300 25,000 Italy Operating
F. G. McClintock........ 1975 300 25,000 U.S. Gulf Operating
George H. Galloway...... 1985 300 25,000 U.S. Gulf Operating
Harvey H. Ward.......... 1981 300 25,000 Malaysia Operating
J. T. Angel............. 1982 300 25,000 UAE Idle
Randolph Yost........... 1979 300 25,000 Equatorial Guinea Operating
Roger W. Mowell......... 1982 300 25,000 Vietnam Operating
Ron Tappmeyer........... 1978 300 25,000 Australia Operating
Shelf Explorer.......... 1982 300 25,000 Danish No. Sea Operating
Transocean III.......... 1978/1993 300 20,000 UAE Idle
Transocean Nordic....... 1984 300 25,000 U.K. North Sea Operating
Trident 15.............. 1982 300 25,000 Thailand Operating
Trident 16(b)........... 1982 300 25,000 Malaysia Operating
Trident 20(c)........... 2000 300 25,000 Caspian Sea Operating
Trident II.............. 1977/1985 300 25,000 India Operating
Trident IV.............. 1980/1999 300 25,000 Angola Operating
Trident VI.............. 1981 300 21,000 Cameroon Idle
Trident VIII............ 1981 300 21,000 Nigeria Operating
Trident XII............. 1982/1992 300 25,000 Brunei Operating
Trident XIV............. 1982/1994 300 20,000 Angola Operating
Transocean Comet........ 1980 250 20,000 Egypt Operating
Transocean Mercury...... 1969/1998 250 20,000 Egypt Operating
RBF 192................. 1981 250 25,000 U.S. Gulf Idle
RBF 250................. 1974 250 25,000 U.S. Gulf Operating
RBF 251................. 1978 250 25,000 U.S. Gulf Operating
RBF 252................. 1978 250 25,000 U.S. Gulf Operating
RBF 253................. 1982 250 25,000 U.S. Gulf Operating
RBF 254................. 1976 250 25,000 U.S. Gulf Operating
RBF 255................. 1976 250 25,000 Mexico Operating
RBF 256................. 1975 250 25,000 U.S. Gulf Idle
RBF 190................. 1978 200 25,000 U.S. Gulf Idle
RBF 200................. 1979 200 25,000 U.S. Gulf Operating
RBF 201................. 1981 200 25,000 U.S. Gulf Operating
RBF 202................. 1982 200 25,000 U.S. Gulf Operating
RBF 203................. 1981 200 25,000 U.S. Gulf Operating
RBF 204................. 1981 200 25,000 U.S. Gulf Operating
RBF 205................. 1979 200 25,000 U.S. Gulf Operating
RBF 206................. 1980 200 25,000 U.S. Gulf Operating
RBF 207................. 1981 200 25,000 U.S. Gulf Operating
RBF 208................. 1980 200 20,000 Brazil Operating
RBF 209................. 1980 200 25,000 Brazil Operating
RBF 185................. 1982 190 25,000 U.S. Gulf Idle
RBF 191................. 1978 184 25,000 U.S. Gulf Operating
RBF 150................. 1979 150 20,000 U.S. Gulf Operating
RBF 151................. 1981 150 25,000 U.S. Gulf Idle
RBF 152................. 1980 150 25,000 U.S. Gulf Operating
RBF 153................. 1980 150 25,000 U.S. Gulf Operating
RBF 154................. 1979 150 20,000 U.S. Gulf Idle
RBF 155................. 1980 150 20,000 U.S. Gulf Operating
RBF 156................. 1983 150 25,000 U.S. Gulf Operating
RBF 110................. 1982 110 25,000 Trinidad Operating
RBF 100................. 1982 100 25,000 U.S. Gulf Idle

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) Owned by an unrelated third party and leased by the Company as a part of a
secured rig financing. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources--Debt."
(c) Owned by a joint venture in which the Company has a 75 percent interest.

Barge Drilling Rigs (37)

The Company's barge drilling fleet consists of conventional and posted
barge rigs and swamp barges. The Company's conventional and posted barge
drilling rigs are mobile drilling platforms that are submersible and are built
to work in eight to 20 feet of water. A posted barge is identical to a
conventional barge except that the hull and superstructure are separated by 10
to 14 foot columns, which increases the water depth capabilities of the rig.
Swamp barges are usually not self-propelled, but can be moored alongside a
platform, and contain quarters, mud pits, mud pumps, power generation and
other equipment. Swamp barges are generally suited for water depths of 25 feet
or less.

The following table provides certain information regarding the Company's
barge drilling rig fleet as of March 1, 2001:

Year
Entered Drilling
Service/ Capacity
Rig Upgraded(a) (in feet) Location Status
--- ---------- -------- --------- ---------

Conventional Barges(14)
1..................................... 1980 20,000 U.S. Gulf Operating
11.................................... 1982 30,000 U.S. Gulf Operating
15.................................... 1981 25,000 U.S. Gulf Operating
19.................................... 1996 14,000 U.S. Gulf Operating
20.................................... 1998 14,000 U.S. Gulf Operating
21.................................... 1982 15,000 U.S. Gulf Idle
23.................................... 1995 14,000 U.S. Gulf Operating
28.................................... 1979 30,000 U.S. Gulf Operating
29.................................... 1980 30,000 U.S. Gulf Operating
30.................................... 1981 30,000 U.S. Gulf Operating
31.................................... 1981 30,000 U.S. Gulf Operating
32.................................... 1982 30,000 U.S. Gulf Operating
74(b)................................. 1981 25,000 U.S. Gulf Idle
75(b)................................. 1979 30,000 U.S. Gulf Idle
Posted Barges(19)
7..................................... 1978 25,000 U.S. Gulf Idle
9..................................... 1981 25,000 U.S. Gulf Operating
10.................................... 1981 25,000 U.S. Gulf Operating
17.................................... 1981 30,000 U.S. Gulf Operating
27.................................... 1978 30,000 U.S. Gulf Operating
41.................................... 1981 30,000 U.S. Gulf Operating
46.................................... 1981 30,000 U.S. Gulf Operating
47.................................... 1982 30,000 U.S. Gulf Idle
48.................................... 1982 30,000 U.S. Gulf Operating
49.................................... 1980 30,000 U.S. Gulf Operating
52.................................... 1981 25,000 U.S. Gulf Idle
54.................................... 1970 30,000 U.S. Gulf Idle
55.................................... 1981 30,000 U.S. Gulf Idle
56.................................... 1973 25,000 U.S. Gulf Idle
57.................................... 1975 25,000 U.S. Gulf Operating
61.................................... 1978 30,000 U.S. Gulf Idle
62.................................... 1978 30,000 U.S. Gulf Operating
63.................................... 1978 30,000 U.S. Gulf Operating
64.................................... 1979 30,000 U.S. Gulf Operating
Swamp Barges(4).......................
Searex 4.............................. 1981/1989 25,000 Nigeria Idle
Searex 6.............................. 1981/1991 25,000 Nigeria Idle
Searex 12............................. 1982/1992 25,000 Nigeria Operating
Hibiscus(c)........................... 1979/1993 16,000 Indonesia Idle

--------
(a) Dates shown are the original service date and the date of the most recent
upgrade, if any.
(b) These rigs are leased to the Company.
(c) Owned by a joint venture owned more than 50 percent by the Company.

Other Rigs

In addition to the drillships, semisubmersibles, jackups and barge drilling
rigs, the Company also owns or operates several other types of rigs. These
rigs include four mobile offshore production units, which are mobile offshore
drilling units that have been converted from drilling operations to a
production application, two multi-purpose service vessels, five tenders, three
submersible rigs and three platform drilling rigs. The Company also has a
fleet of land and barge drilling rigs in Venezuela consisting of 11 wholly
owned and two partially owned land rigs and three lake barges. See "--Recent
Developments."

Fleet Additions and Upgrades

The Discoverer Spirit, one of three Discoverer Enterprise-class drillships,
commenced operations for Spirit Energy 76, a division of Unocal, in the U.S.
Gulf of Mexico under a five-year contract in September 2000. The rig is
equipped with sufficient riser to drill in 10,000 feet of water. The
Discoverer Deep Seas commenced operations for Chevron in the U.S. Gulf of
Mexico under a five-year contract in January 2001. The Discoverer Deep Seas is
initially equipped with sufficient riser to drill in 8,000 feet of water, but
is capable of drilling in water depths of up to 10,000 feet with additional
riser. The Discoverer Enterprise, the first rig of the series, commenced
operations for a unit of BP in the U.S. Gulf of Mexico under a five-year
contract in December 1999.

The Company has four high-specification semisubmersibles that are currently
undergoing testing and commissioning. The Sedco Express is outfitted for
operations in water depths of up to 6,000 feet, although the rig's design
allows operations in up to 8,500 feet of water with additional riser. The
client, a unit of TotalFinaElf, terminated a three-year contract for the Sedco
Express in Angola because the rig's delivery was delayed beyond December 28,
2000. The Sedco Energy is equipped for operations in water depths of up to
7,500 feet, and 8,500 feet with additional riser, and is scheduled to commence
a contract with Texaco in Brazil in the second quarter of 2001. The contract
had an original term of five years; however, Texaco has the right to reduce
the contract term equivalent to the period of delayed delivery beyond November
13, 1999. The Cajun Express is equipped for operations in water depths of up
to 8,500 feet and is scheduled to commence an 18-month contract with Marathon
in the U.S. Gulf of Mexico in the second quarter of 2001. Marathon has the
right to terminate the contract if the rig is not delivered by June 30, 2001.
The Deepwater Horizon is scheduled to commence a three-year contract with a
unit of BP in the U.S. Gulf of Mexico in the third quarter of 2001. The
Company expects to spend $48 million, $48 million, $23 million and $164
million in 2001 to complete construction of the Sedco Express, Sedco Energy,
Cajun Express and Deepwater Horizon, respectively.

The Trident 20 jackup commenced a three-year contract with a unit of
TotalFinaElf and other parties to a rig sharing agreement in the Caspian Sea
in October 2000.

For further discussion, see "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources--Capital Expenditures."

Markets

Rigs can be moved from one region to another, but the cost of moving a rig
and the availability of rig-moving vessels may cause the supply and demand
balance to vary somewhat between regions. However, significant variations
between regions do not tend to exist long-term because of rig mobility.

In recent years, there has been increased emphasis by oil companies on
exploring for hydrocarbons in deeper waters. This is, in part, because of
technological developments that have made such exploration more feasible and
cost-effective. The deepwater and mid-depth market segments are serviced by
the Company's semisubmersibles and drillships. The deepwater market segment
begins in water depths of about 2,000 feet and extends to the maximum water
depths in which rigs are currently capable of drilling, being approximately
10,000 feet. The mid-depth market segment begins in water depths of about 300
feet and extends to water depths of about 2,000 feet.

The shallow water market segment is serviced by the Company's jackups,
submersibles and drilling tenders. This market segment begins at the outer
limit of the transition zone and extends to water depths of about 300 feet. It
has been developed to a significantly greater degree than the deepwater market
segment, as technology required to explore for and produce hydrocarbons in
these water depths is not as demanding as in the deepwater market segment, and
accordingly the costs are lower.

The Company's barge rig fleet operates in marshes, rivers, lakes and
shallow bay and coastal water areas that are referred to as the "transition
zone." The Company's principal barge market is the shallow water areas of the
U.S. Gulf of Mexico. This area historically has been the world's largest
market for barge rigs. International markets for the Company's barge rigs
include Venezuela, West Africa and Southeast Asia.

The Company also currently conducts turnkey operations but has decided to
phase-out its turnkey business. The Company expects this process to be
completed in the second quarter of 2001. See "--Recent Developments."

Through its Cliffs Drilling subsidiary, the Company conducts land rig
operations in Venezuela but has decided to sell this business. See "--Recent
Developments."

Management Services

The Company uses its engineering and operating expertise to provide
management of third party drilling service activities. These services are
provided through service teams generally consisting of Company personnel and
third-party subcontractors, with the Company frequently serving as lead
contractor. The work generally consists of individual contractual agreements
to meet specific client needs and may be provided on either a dayrate or fixed
price basis. As of March 1, 2001, the Company performed such services in the
North Sea.

Drilling Contracts

The Company's contracts to provide offshore drilling services are
individually negotiated and vary in their terms and provisions. The Company
obtains most of its contracts through competitive bidding against other
contractors. Drilling contracts generally provide for payment on a dayrate
basis, with higher rates while the drilling unit is operating and lower rates
for periods of mobilization or when drilling operations are interrupted or
restricted by equipment breakdowns, adverse environmental conditions or other
conditions beyond the control of the Company. The Company also performs
drilling services under turnkey contracts, which provide for payment of a
fixed price per well. Revenues from dayrate contracts have historically
accounted for substantially more of the Company's revenues than turnkey
contracts. The Company has decided to phase-out its turnkey business. See "--
Recent Developments."

A dayrate drilling contract generally extends over a period of time
covering either the drilling of a single well or group of wells or covering a
stated term. These contracts typically can be terminated by the client under
various circumstances such as the loss or destruction of the drilling unit or
the suspension of drilling operations for a specified period of time as a
result of a breakdown of major equipment. In addition, the drilling contracts
for some of the Company's newbuild rigs contain termination or term reduction
provisions tied to late delivery of these units. The contract term in some
instances may be extended by the client exercising options for the drilling of
additional wells or for an additional term, or by exercising a right of first
refusal. In reaction to depressed market conditions, the Company's clients may
seek renegotiation of firm drilling contracts to reduce their obligations or
may seek to terminate their contracts by paying a termination fee to the
Company. Some drilling contracts permit the customer to terminate the contract
at the customer's option without paying a termination fee. If the Company's
customers cancel some of its significant contracts and the Company is unable
to secure new contracts on substantially similar terms, it could adversely
affect the Company's results of operations.

The Company and Statoil are parties to a cooperation agreement extending
through 2005. Under the cooperation agreement, the Company has committed five
semisubmersibles--the Transocean Arctic, Transocean

Prospect, Transocean Searcher, Transocean Wildcat and Transocean Winner--for
varying contract periods, with Statoil having options to extend the contracts
at market rates in minimum two-year intervals for the remainder of the term of
the cooperation agreement.

Under turnkey contracts, the Company agrees to drill a well to a contract
depth under specified conditions for a fixed price. In general, no payment is
received by the Company unless the well is drilled to the contract depth. The
Company must bear the costs of performing drilling services until the well has
been drilled and, accordingly, such projects may require significant cash
commitments by the Company. In addition, profitability of the contract is
dependent upon keeping costs within the estimates used by the Company in
determining the contract price. In performing a turnkey project, the Company
employs a drilling unit from its own fleet or from another contractor under a
dayrate contract. Drilling a well under a turnkey contract offers the
possibility of financial gains, and exposes the Company to losses, that are
substantially greater than those which would ordinarily result from drilling
such well under a conventional dayrate contract, because the Company retains
any excess of the fixed price over its expenses (including the drilling unit
dayrate) but must pay any excess of expenses over such price. The financial
results of turnkey contracts depend upon the performance of the drilling unit,
drilling conditions and other factors, some of which are beyond the Company's
control. The Company's risks under a turnkey drilling contract are
substantially greater than on a well drilled on a daywork basis because under
a turnkey drilling contract the Company will normally assume most of the risks
associated with drilling operations, including the risks of blowout, loss of
hole, stuck drill stem, machinery breakdowns, abnormal drilling conditions and
risks associated with subcontractors services, supplies and personnel. These
risks are generally assumed by the client in a daywork contract.

Significant Clients

During the past five years, the Company has engaged in offshore drilling
for most of the leading international oil companies (or their affiliates) in
the world, as well as for many government-controlled and independent oil
companies. Principal clients included the Royal Dutch Shell Group, Statoil,
Texaco, BP, Chevron, TotalFinaElf, Woodside, Unocal, Gulf of Suez Petroleum
Company, Petrobras and Norsk Hydro. The Company's largest unaffiliated clients
in 2000 were Statoil, BP and Petrobras, accounting for 16.8 percent, 14.4
percent and 12.5 percent, respectively, of the Company's 2000 operating
revenues. No other unaffiliated client accounted for 10 percent or more of the
Company's 2000 operating revenues (see Note 15 to the Company's consolidated
financial statements). These percentages do not take into account R&B Falcon
operating revenues. R&B Falcon's largest unaffiliated client in 2000 was
Petrobras, accounting for 10.3 percent of R&B Falcon's 2000 operating
revenues. The loss of any of these significant clients could, at least in the
short term, have a material adverse effect on the Company's results of
operations.

Industry Conditions and Competition

The Company's business depends on the level of activity in offshore oil and
gas exploration, development and production in locations worldwide. Oil and
gas prices, market expectations of potential changes in these prices and a
variety of political and economic factors significantly affect this level of
activity. Oil and gas prices are extremely volatile and are affected by
numerous factors, including worldwide demand for oil and gas, the ability of
the Organization of Petroleum Exporting Countries (commonly called "OPEC") to
set and maintain production levels and pricing, the level of production in
non-OPEC countries, the policies of the various governments regarding
exploration and development of their oil and gas reserves, advances in
exploration and development technology and the political environment in oil-
producing regions.

The offshore contract drilling industry is highly competitive with numerous
industry participants, none of which has a dominant market share. Drilling
contracts are traditionally awarded on a competitive bid basis. Intense price
competition is often the primary factor in determining which qualified
contractor is awarded a job, although rig availability and the quality and
technical capability of service and equipment may also be considered.

The Company's industry has historically been cyclical. There have been
periods of high demand, short rig supply and high dayrates, followed by
periods of low demand, excess rig supply and low dayrates. Periods of excess
rig supply intensify the competition in the industry and often result in rigs
being idle for long periods of time. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Outlook."

The Company requires highly skilled personnel to operate and provide
technical services and support for its drilling units. As a result of
increased demand for drilling services and increases in the size of the
worldwide industry fleet, shortages of qualified personnel have arisen and
could continue to become more pronounced. Such shortages create upward
pressure on wages, difficulties in recruiting adequate crews and delays in
reactivating rigs. The Company is continuing its recruitment and training
programs as required to meet its anticipated personnel needs.

As of March 1, 2001, the Company had four new rigs in the testing and
commissioning phase and currently has plans for significant shipyard upgrade
and maintenance projects on at least six rigs during 2001. These shipyard
projects are subject to the risks of delay or cost overruns inherent in large
construction projects, resulting from numerous factors, including shortages of
equipment, materials or skilled labor, unforeseen engineering, software or
systems problems, including those relating to the commissioning of newly
designed equipment, work stoppages, weather interference, shipyard
availability, unanticipated cost increases and difficulty in obtaining
necessary equipment or the requisite permits or approvals. These factors may
contribute to cost variations and delays in the completion of the Company's
shipyard projects. Delays in delivery of the newbuild units will result in
delays in contract commencements, resulting in a loss of revenue, and may also
cause clients to terminate the drilling contracts for certain of these rigs
pursuant to late delivery termination clauses. In the event of termination of
a drilling contract for one of these rigs, it is unlikely that the Company
would be able to secure a replacement contract on as favorable terms. Prior to
the merger, R&B Falcon's customers for its drillship Deepwater Navigator and
its semisubmersible Falcon 100 canceled their contracts because of late
delivery of these rigs. In addition, the customer for R&B Falcon's drillship
Deepwater Expedition, which has commenced operations for this customer,
notified R&B Falcon of a claim of approximately $10 million for late delivery
of this rig. The Company also received a notice of termination from a unit of
TotalFinaElf regarding a three-year contract on the semisubmersible Sedco
Express in Angola because of the rig's delayed delivery beyond December 28,
2000. See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations--Outlook."

Operating Risks

The Company's operations are subject to the usual hazards inherent in the
drilling of offshore oil and gas wells, such as blowouts, reservoir damage,
loss of production, loss of well control, punchthroughs, cratering or fires.
The occurrence of these events could result in the suspension of drilling
operations, damage to or destruction of the equipment involved and injury to
or death of rig personnel. The Company is also subject to personal injury and
other claims of rig personnel as a result of its drilling operations.
Operations also may be suspended because of machinery breakdowns, abnormal
drilling conditions, failure of subcontractors to perform or supply goods or
services or personnel shortages. In addition, offshore drilling operations are
subject to perils peculiar to marine operations, including capsizing,
grounding, collision and loss or damage from severe weather. Damage to the
environment could also result from the Company's operations, particularly
through oil spillage or extensive uncontrolled fires. The Company is also
subject to property, environmental and other damage claims by oil and gas
companies.

The Company maintains broad insurance coverage, including insurance against
general and marine third-party liabilities. The Company's offshore drilling
equipment is covered by physical damage insurance policies, which cover
against marine and other perils, including losses due to capsizing, grounding,
collision, fire, lightning, hurricanes, wind, storms, action of waves,
punchthroughs, cratering, blowouts, explosions and war risks. The Company also
carries employer's liability and other insurance customary in the offshore
contract drilling business. The Company does not normally carry loss of hire
or business interruption insurance.

Consistent with standard industry practice, the Company's clients generally
assume, and indemnify the Company against, well control and subsurface risks
under dayrate contracts. These risks are those associated with the loss of
control of a well, such as blowout or cratering, the cost to regain control or
redrill the well and associated pollution. However, there can be no assurance
that these clients will necessarily be financially able to indemnify it
against all these risks.

The Company believes it is adequately insured in accordance with industry
standards against normal risks in its operations; however, such insurance
coverage may not in all situations provide sufficient funds to protect the
Company from all liabilities that could result from its drilling operations.
Although the Company's current practice is to insure the majority of its
drilling units for approximately their net book value, the Company's insurance
would not completely cover the costs that would be required to replace certain
of its units, including certain of its high-specification semisubmersibles and
drillships. Moreover, the Company's insurance coverage in most cases does not
protect against loss of revenues. Accordingly, the occurrence of a casualty or
loss against which the Company is not fully insured could have a material
adverse effect on the Company's consolidated financial position or results of
operations.

The Company is subject to liability under various environmental laws and
regulations. See "--Regulation." The Company has generally been able to obtain
some degree of contractual indemnification pursuant to which the Company's
clients agree to protect and indemnify the Company against liability for
pollution, well and environmental damages; however, there is no assurance that
the Company can obtain such indemnities in all of its contracts or that, in
the event of extensive pollution and environmental damages, the clients will
have the financial capability to fulfill their contractual obligations to the
Company. No such indemnification is typically available for turnkey
operations. Also, these indemnities may not be enforceable in all instances.
For some contracts where the risk allocation or counterparty risk exposure is
considered high, the Company can purchase additional insurance such as
"operators extra expense insurance" against well control risks.

International Operations

The Company's operations are geographically dispersed in oil and gas
exploration and development areas throughout the world. Because the Company's
drilling rigs are mobile assets and are able to be moved according to
prevailing market conditions, the Company cannot predict the percentage of its
revenues that will be derived from particular geographic or political areas in
future periods.

The Company's operations are subject to certain political and other
uncertainties, including risks of war and civil disturbances or other events
that disrupt markets, expropriation of equipment, inability to repatriate
income or capital, changing taxation policies and the general hazards
associated with governmental sovereignty over certain areas in which
operations are conducted. The Company is protected to a substantial extent
against capital loss, but generally not loss of revenue, from most of such
risks through insurance, indemnity provisions in its drilling contracts, or
both. The necessity of insurance coverage for risks associated with political
unrest, expropriation and environmental remediation for operating areas not
covered under the Company's existing insurance policies is evaluated on an
individual contract basis. As of March 1, 2001, all areas in which the Company
was operating were covered by existing insurance policies. Although the
Company maintains insurance in the areas in which it operates, pollution and
environmental risks generally are not fully insurable. If a significant
accident or other event occurs and is not fully covered by insurance or a
recoverable indemnity from a client, it could adversely affect the Company's
results of operations.

The Company's operations are also subject to significant government
regulation. Some governments favor or effectively require the awarding of
drilling contracts to local contractors or require foreign contractors to
employ citizens of, or purchase supplies from, a particular jurisdiction.
These practices may adversely affect the Company's ability to compete in these
jurisdictions. The Company expects to continue to structure its operations in
order to remain competitive in the international markets.

Another risk inherent in the Company's operations is the possibility of
currency exchange losses where revenues are received and expenses are paid in
nonconvertible currencies. The Company 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 operations. The Company seeks to limit these risks
by structuring contracts such that compensation is made in freely convertible
currencies and, to the extent possible, by limiting acceptance of blocked
currencies to amounts that match its expense requirements in local currency.
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk--
Foreign Exchange Risk."

Regulation

The Company's operations are affected from time to time in varying degrees
by governmental laws and regulations. The drilling industry is dependent on
demand for services from the oil and gas exploration industry and,
accordingly, is affected by changing tax and other laws relating to the energy
business generally.

International contract drilling operations are subject to various laws and
regulations in countries in which the Company operates, including laws and
regulations relating to the equipping and operation of drilling units,
currency conversions and repatriation, oil and gas exploration and
development, taxation of offshore earnings and earnings of expatriate
personnel and use of local employees and suppliers by foreign contractors.
Governments in some foreign countries have become increasingly active in
regulating and controlling the ownership of concessions and companies holding
concessions, the exportation of oil and gas and other aspects of the oil and
gas industries in their countries. In addition, government action, including
initiatives by OPEC, may continue to cause oil price volatility. In some areas
of the world, this governmental activity has adversely affected the amount of
exploration and development work done by major oil companies and may continue
to do so.

In the U.S., regulations applicable to the Company's operations include
certain regulations controlling the discharge of materials into the
environment, requiring removal and cleanup of materials that may harm the
environment or otherwise relating to the protection of the environment. For
example, the Company, as an operator of mobile offshore drilling units in
navigable United States waters and certain offshore areas, may be liable for
damages and costs incurred in connection with oil spills for which it is held
responsible, subject to certain limitations. Laws and regulations protecting
the environment have become more stringent, and may in certain circumstances
impose "strict liability," rendering a person liable for environmental damage
without regard to negligence or fault on the part of such person. Some of
these laws and regulations may expose the Company to liability for the conduct
of or conditions caused by others, or for acts of the Company which were in
compliance with all applicable laws at the time such acts were performed. The
application of these requirements or the adoption of new requirements could
have a material adverse effect on the Company's consolidated financial
position and results of operations.

The U.S. Oil Pollution Act of 1990 ("OPA") and regulations promulgated
pursuant thereto impose a variety of requirements on "responsible parties"
related to the prevention of oil spills and liability for damages resulting
from such spills. Few defenses exist to the liability imposed by OPA, and such
liability could be substantial. Failure to comply with ongoing requirements or
inadequate cooperation in a spill event could subject a responsible party to
civil or criminal enforcement action.

The U.S. Outer Continental Shelf Lands Act authorizes regulations relating
to safety and environmental protection applicable to lessees and permittees
operating on the Outer Continental Shelf. Specific design and operational
standards may apply to Outer Continental Shelf vessels, rigs, platforms,
vehicles and structures. Violations of environmental related lease conditions
or regulations issued pursuant to the Outer Continental Shelf Lands Act can
result in substantial civil and criminal penalties, as well as potential court
injunctions curtailing operations and canceling leases. Such enforcement
liabilities can result from either governmental or citizen prosecution.

The Comprehensive Environmental Response Compensation and Liability Act
("CERCLA"), also known as the "Superfund" law, imposes liability without
regard to fault or the legality of the original conduct on some

classes of persons that are considered to have contributed to the release of a
"hazardous substance" into the environment. These persons include the owner or
operator of a facility where a release occurred and companies that disposed or
arranged for the disposal of the hazardous substances found at a particular
site. Persons who are or were responsible for releases of hazardous substances
under CERCLA may be subject to joint and several liability for the costs of
cleaning up the hazardous substances that have been released into the
environment and for damages to natural resources, and it is not uncommon for
third parties to file claims for personal injury and property damage allegedly
caused by the hazardous substances released into the environment. The Company
could be subject to liability under CERCLA principally in connection with its
onshore activities.

Certain of the other countries in whose waters the Company is presently
operating or may operate in the future have regulations covering the discharge
of oil and other contaminants in connection with drilling operations.

Although significant capital expenditures may be required to comply with
these governmental laws and regulations, such compliance has not materially
adversely affected the earnings or competitive position of the Company.

Employees

As of March 1, 2001, the Company had approximately 15,600 employees. The
Company requires highly skilled personnel to operate its drilling units. As a
result, the Company conducts extensive personnel recruiting, training and
safety programs.

On a worldwide basis, the Company had approximately 14 percent of its
employees working under collective bargaining agreements on March 1, 2001,
most of whom were working in Norway, Nigeria, Trinidad and Venezuela. Of these
represented employees, a majority are working under agreements that are
subject to salary negotiation in 2001. In addition, the Company has signed a
recognition agreement requiring negotiation with a labor union representing
employees in the U.K. These negotiations could result in collective bargaining
agreements covering these employees.

ITEM 2. Properties

The description of the Company's property included under "Item 1. Business"
is incorporated by reference herein.

The Company maintains offices, land bases and other facilities worldwide,
including its principal executive offices in Houston, Texas and regional
operational offices in the U.S., Brazil, U.K., Norway, France, Dubai and
Indonesia. The Company's remaining offices and bases are located in various
countries in North America, South America, Europe, Africa, the Middle East and
Asia. Most of these facilities are leased by the Company.

The Company acquired R&B Falcon's oil and gas business in the merger
described under "Item 1. Business." The business is operated primarily through
R&B Falcon's majority-owned subsidiary Reading & Bates Development Co.
("Devco") and, to an insignificant extent, through R&B Falcon's wholly owned
subsidiaries Raptor Exploration Company, Inc. and Cliffs Oil and Gas Company.
In July 2000, R&B Falcon's wholly owned subsidiary R&B Falcon Subsea
Development Inc. and Devco sold their combined U.S. Gulf of Mexico oil and gas
properties, constituting interests in East Breaks Blocks 642, 643, 688 and 732
and Green Canyon Block 20, to Enterprise Oil for approximately $127.2 million
in cash. In November 2000, Devco sold its Israeli oil and gas properties,
constituting a 15 percent working interest in nine petroleum licenses covering
854,200 acres in deepwater offshore Israel, for an aggregate of $114.0 million
but retained a 0.7 percent of 8/8ths overriding royalty interest on new
discoveries outside the area of proven reserves. Devco still owns an 11
percent working interest in production sharing contracts covering 2,831,392
acres in deepwater offshore Gabon, West Africa. A 4,400 square kilometer 3-D
seismic program was shot in 1999. Processing of the seismic data commenced in
late 1999, and interpretation continued through 2000. An exploration drilling
program

commenced in the last quarter of 2000. An integrated project team staffed by
representatives from each of the farminees has been opened in Paris, France
and an operations office has been opened in Libreville, Gabon. Locations for
the initial wells have been selected. It is anticipated that the exploration
drilling program in which the Company is fully carried for a minimum of four
wells will commence in the first quarter of 2001. In January 2001, R&B Falcon
purchased for $34.7 million the approximately 13.6 percent minority interest
in Devco which was owned by former directors and employees of R&B Falcon and
directors and employees of Devco (including current directors of the Company
Charles A. Donabedian and Paul B. Loyd, Jr.). In connection with the purchase,
a $0.3 million bonus was paid to Richard A. Pattarozzi, a current director of
the Company. The purchase price was based on a valuation by a third party
advisor.

ITEM 3. Legal Proceedings

During 1997, Kvaerner Installasjon a.s ("Kvaerner") in Norway performed
modification and refurbishment work on a high-specification semisubmersible
drilling rig, the Transocean Leader. The amount owed with respect to such work
is in dispute. A letter of credit valued at approximately $24.8 million as of
December 31, 2000 has been posted pending the resolution of the dispute by
agreement between the parties or by final judgment under the Norwegian
judicial process. In September 1998, the Company instituted an action in the
Norwegian courts alleging that it owes no additional amounts and that the
letter of credit should be released. In March 1999, Kvaerner commenced
proceedings in the Norwegian courts seeking judgment for approximately $33
million plus interest. The Company vigorously denies the material allegations
of Kvaerner's petition and the matter was tried before the Norwegian courts
during the fourth quarter of 2000. The Company is presently awaiting a
decision by the court. The Company does not expect the liability, if any,
resulting from this matter to have a material adverse effect on its business
or consolidated financial position.

In 1990 and 1991, two of the Company's subsidiaries were served with
various assessments collectively valued at approximately $7.4 million from the
municipality of Rio de Janeiro, Brazil to collect a municipal tax on services.
The Company believes that neither subsidiary is liable for the taxes and has
contested the assessments in the Brazilian administrative and court systems.
The proceeding with respect to a June 1991 assessment, which was valued at
approximately $6.3 million, is now pending before the Brazil Supreme Court.
The lower courts and the superior court of appeals have rejected the Company's
arguments. An August 1990 assessment also had an unfavorable ruling at the
first and second court levels and is being submitted to the Brazil Supreme
Court. The Company is awaiting a ruling from the Taxpayer's Council as to an
October 1990 assessment. If the Company's defenses are ultimately
unsuccessful, the Company believes that the Brazilian government-controlled
oil company, Petrobras, has a contractual obligation to reimburse the Company
for municipal tax payments required to be paid by them. The Company does not
expect the liability, if any, resulting from these assessments to have a
material adverse effect on its business or consolidated financial position.

Global Marine Drilling Company ("Global Marine") initiated an arbitration
proceeding in London in December 1997 against a subsidiary of Sedco Forex.
Global Marine alleged a claim for approximately $85 million (plus interest and
costs) for an alleged late return of a chartered rig and for breach of
maintenance obligations under the charter. In February 1998, the tribunal held
that the charter expired January 20, 1998, plus time for physical delivery.
The rig was not redelivered until May 1998. The Company settled the
arbitration proceeding in November 2000 in exchange for a payment of $67.5
million.

has since been dismissed along with the preference action. The Company
disputes RIGCO's allegations and is vigorously defending the case. The matter
is presently set for trial in May 2001. The Company does not expect that the
liability, if any, resulting from this matter will have a material adverse
effect on its business or consolidated financial position.

The Indian Customs Department, Mumbai, filed a "show cause notice" against
a subsidiary of Sedco Forex and various third parties on July 8, 1999. The
show cause notice alleges that the entry into India and other subsequent
movements of the Trident II jackup rig operated by the subsidiary constituted
imports and exports for which proper customs procedures were not followed and
that customs duties should have been paid, and seeks payment of customs
duties, with interest and penalties, and confiscation of the rig. In
connection with these allegations, the customs authorities confiscated the
rig, which confiscation was stayed by application to the High Court, Mumbai,
until one month following the order of the Customs Department in respect of
the show cause notice. In January 2000, the Customs Department issued an order
in respect of the show cause notice, directing the Company to pay an
approximately $3.5 million redemption fee for the rig in lieu of confiscation
and approximately $1.5 million in penalties in addition to the amount of
customs duties owed, which were unspecified in the order. The Company disputes
the ruling, and in February 2000, the Company filed an appeal with the
Customs, Excise and Gold (Control) Appellate Tribunal ("CEGAT") together with
an application to have the confiscation of the rig stayed pending the outcome
of the appeal. In March 2000, the CEGAT ruled on the stay application,
directing that the confiscation be stayed pending the appeal and setting the
appeals hearing for June 2000. In connection with the stay, the tribunal
ordered the Company to deposit approximately $0.7 million of the penalty
amount specified in the January 2000 order and waived the remainder of the
penalty and redemption fee pending the appeal. In addition, the CEGAT required
the Company to post a guarantee of approximately $11.5 million covering the
remainder of the penalty, redemption fee and customs duties owed, pending the
appeal. The Company paid the deposit and posted the guarantee within the
required time limit. CEGAT issued its opinion on the Company's appeal in the
first quarter of 2001 and while it found that the rig was imported in 1988,
the redemption fee and penalties were reduced to less than $0.1 million. CEGAT
further sustained the Company's position regarding the value of the rig at the
time of import thus limiting the Company's exposure as to custom duties. The
Company believes that its customer would be responsible for such duties but,
in any event, does not expect that the ultimate liability, if any, resulting
from the matter will have a material adverse effect on its business or
consolidated financial position.

On July 25, 2000, the Company received notice of a request for arbitration
from DCN International ("DCN"). DCN is the shipyard located in Brest, France,
with which the Company contracted the construction of two of the Company's
Sedco Express-class semisubmersibles. DCN initiated arbitration of disputes
stemming from certain variation orders requested by DCN and rejected by the
Company during construction of the units. The Company settled all claims with
DCN in January 2001 and agreed to pay DCN 250 million French francs which was
equivalent to $35.7 million as of such date.

In January 2000, a pipeline in the U.S. Gulf of Mexico was damaged by an
anchor from one of the Company's drilling rigs while the rig was under tow.
The incident resulted in damage to offshore facilities, including a crude oil
pipeline, the release of hydrocarbons from the damaged section of the pipeline
and the shutdown of the pipeline and allegedly affected production platforms.
All appropriate governmental authorities were notified, and the Company
cooperated fully with the operator and relevant authorities in support of the
remediation efforts. Certain owners and operators of the pipeline (Poseidon
Oil Pipeline Company LLC, Equilon Enterprises LLC, Poseidon Pipeline Company,
LLC and Marathon Oil Company) filed suit in March 2000 in federal court,
Eastern District of Louisiana, alleging various damages in excess of $30
million. A second suit was filed by Walter Oil & Gas Corporation and certain
other plaintiffs in Harris County, Texas alleging various damages in excess of
$1.8 million. The Company has filed a limitation of liability proceeding in
federal court, Eastern District of Louisiana, claiming benefit of various
statutes providing limitation of liability for vessel owners, the result of
which has been to stay the first two suits and to cause potential claimants
(including the plaintiffs in the existing suits) to file claims in this
proceeding. El Paso Energy Corporation, the owner/operator of the platform
from which a riser was ripped from its hangars, and Texaco Exploration and
Production Inc.

have filed claims in the limitation of liability proceeding as well. The
Company expects that existing insurance will substantially cover any potential
liability associated with this matter and that the outcome of this matter will
not have a material adverse effect on its business or consolidated financial
position.

The Company is a defendant in Bryant, et al. v. R&B Falcon Drilling USA,
Inc., et al. in the United States District Court for the Southern District of
Texas, Galveston Division. R&B Falcon Drilling USA is a wholly owned indirect
subsidiary of R&B Falcon. In this suit, the plaintiffs allege that R&B Falcon
Drilling USA, the Company and a number of other offshore drilling contractors
with operations in the U.S. Gulf of Mexico have engaged in a conspiracy to
depress wages and benefits paid to their offshore employees. The plaintiffs
contend that this alleged conduct violates federal antitrust law and
constitutes unfair trade practices and wrongful employment acts under state
law. The plaintiffs seek treble damages, attorneys' fees and costs on behalf
of themselves and an alleged class of offshore workers, along with an
injunction against exchanging certain wage and benefit information with other
offshore drilling contractors named as defendants. The plaintiffs contend that
actual damages to the alleged class will exceed $5 billion. A hearing has been
set for the second quarter of 2001 to determine if the matter should proceed
as a class action. The Company vigorously denies the plaintiff's allegations
and does not expect that the outcome of this matter will have a material
adverse effect on its business or consolidated financial position.

In November 1988, a lawsuit was filed in the U.S. District Court for the
Southern District of West Virginia against Reading & Bates Coal Co., a wholly
owned subsidiary of R&B Falcon, by SCW Associates, Inc. claiming breach of an
alleged agreement to purchase the stock of Belva Coal Company, a wholly owned
subsidiary of Reading & Bates Coal Co. with coal properties in West Virginia.
When those coal properties were sold in July 1989 as part of the disposition
of R&B Falcon's coal operations, the purchasing joint venture indemnified
Reading & Bates Coal Co. and R&B Falcon against any liability Reading & Bates
Coal Co. might incur as a result of this litigation. A judgment for the
plaintiff of $32,000 entered in February 1991 was satisfied and Reading &
Bates Coal Co. was indemnified by the purchasing joint venture. On October 31,
1990, SCW Associates, Inc., the plaintiff in the above-referenced action,
filed a separate ancillary action in the Circuit Court, Kanawha County, West
Virginia against R&B Falcon, Caymen Coal, Inc. (the former owner of R&B
Falcon's West Virginia coal properties), as well as the joint venture, Mr.
William B. Sturgill (the former President of Reading & Bates Coal Co.)
personally, three other companies in which the Company believes Mr. Sturgill
holds an equity interest, two employees of the joint venture, First National
Bank of Chicago and First Capital Corporation. The lawsuit seeks to recover
compensatory damages of $50 million and punitive damages of $50 million for
alleged tortuous interference with the contractual rights of the plaintiff and
to impose a constructive trust on the proceeds of the use and/or sale of the
assets of Caymen Coal, Inc. as they existed on October 15, 1988. R&B Falcon
intends to defend its interests vigorously and believes that the damages
alleged by the plaintiff in this action are highly exaggerated. In any event,
the Company believes that it has valid defenses and does not expect that the
ultimate outcome of this case will have a material adverse effect on its
business or consolidated financial position.

In December 1998, Mobil North Sea Limited ("Mobil") purportedly terminated
its contract for use of the Company's Jack Bates semisubmersible rig based on
failure of two mooring lines while anchor recovery operations at a Mobil well
location had been suspended during heavy weather. The Company does not believe
that Mobil had the right to terminate this contract. The Company later
recontracted the Jack Bates to Mobil at a lower dayrate. The Company has filed
a request for arbitration with the London Court of International Arbitration
seeking damages for the termination. Mobil in turn has counterclaimed against
the Company seeking damages for the Company's alleged breaches of the original
contract. The arbitration proceedings are continuing and a preliminary hearing
is currently scheduled for April 2001. The Company does not expect that the
ultimate outcome of this case will have a material adverse effect on its
business or consolidated financial position

In March 1997, an action was filed by Mobil Exploration and Producing U.S.
Inc. and affiliates, St. Mary Land & Exploration Company and affiliates and
Samuel Geary and Associates, Inc. against Cliffs Drilling, its underwriters
and insurance broker in the 16th Judicial District Court of St. Mary Parish,
Louisiana. The plaintiffs alleged damages amounting to in excess of $50
million in connection with the drilling of a turnkey well in 1995

and 1996. The case was tried before a jury in January and February 2000, and
the jury returned a verdict of approximately $30 million in favor of the
plaintiffs for excess drilling costs, loss of insurance proceeds, loss of
hydrocarbons and interest. The Company has filed motions for a new trial and a
judgment notwithstanding the verdict in contemplation of perfecting its appeal
of such judgment. The Company believes that all but the portion of the verdict
representing excess drilling costs of approximately $4.7 million is covered by
relevant primary and excess liability insurance policies of Cliffs Drilling;
however, the insurers and underwriters have denied coverage. Cliffs Drilling
has instituted litigation against those insurers and underwriters to enforce
its rights under the relevant policies. The Company does not expect that the
ultimate outcome of this case will have a material adverse effect on its
business or consolidated financial position.

The Company and its subsidiaries are involved in a number of other
lawsuits, all of which have arisen in the ordinary course of the Company's
business. The Company does not believe that ultimate liability, if any,
resulting from any such other pending litigation will have a material adverse
effect on its business or consolidated financial position.

The Company cannot predict with certainty the outcome or effect of any of
the litigation matters specifically described above or of any such other
pending litigation. There can be no assurance that the Company's belief or
expectations as to the outcome or effect of any lawsuit or other litigation
matter will prove correct and the eventual outcome of these matters could
materially differ from management's current estimates.

ITEM 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2000, the Company submitted to a vote of its
shareholders the issuance of ordinary shares in connection with proposed
merger with R&B Falcon and certain related matters. These matters were
submitted to a vote of the Company's shareholders at an extraordinary general
meeting of shareholders held on December 12, 2000. At that meeting, the
shareholders voted to approve all of the matters presented to them for
consideration. Of the 210,715,981 ordinary shares outstanding at the time,
156,847,026 were eligible to be voted at the meeting. There were 3,798 broker
non-votes. The results were as follows:

Proposal 1: The increase of the Company's authorized ordinary share
capital to $8,000,000, consisting of 800,000,000 ordinary
shares, par value $0.01 per share, conditional upon completion
of the merger.

For........................................................... 142,367,094
Against....................................................... 13,886,649
Abstain....................................................... 593,283

Proposal 2: The issuance of ordinary shares under the terms of the
Agreement and Plan of Merger, dated as of August 19, 2000,
among R&B Falcon, the Company, Transocean Holdings Inc., a
direct wholly owned subsidiary of the Company, and TSF
Delaware Inc., an indirect wholly owned subsidiary of the
Company, conditional upon completion of the merger.

For........................................................... 155,145,878
Against....................................................... 741,209
Abstain....................................................... 959,939

Proposal 3: The amendment of the Company's memorandum and articles of
association to increase the maximum size of the Board of
Directors to 13 persons and to make updating and other
clarifying changes, conditional upon completion of the merger.

For........................................................... 155,325,363
Against....................................................... 909,666
Abstain....................................................... 610,997

Proposal 4: The amendment of the Company's Long-Term Incentive Plan to,
among other things, increase the number of ordinary shares
reserved for issuance under the plan from 13,300,000 to
19,500,000, conditional upon completion of the merger.

For........................................................... 102,956,527
Against....................................................... 53,096,189
Abstain....................................................... 790,512

Proposal 5: The amendment of the Company's Employee Stock Purchase Plan
to, among other things, increase the number of ordinary shares
reserved for issuance under the plan from 750,000 to
1,500,000, conditional upon completion of the merger.

For........................................................... 155,066,951
Against....................................................... 1,122,852
Abstain....................................................... 657,223

Executive Officers of the Registrant

Age as of
Officer Office March 1, 2001
------- ------ -------------

J. Michael Talbert.......... President, Chief Executive Officer and Director 54
W. Dennis Heagney........... Executive Vice President and Chief Operating Officer 53
Jean P. Cahuzac............. Executive Vice President, Operations 47
Jon C. Cole................. Executive Vice President, Shallow Water
and Inland Water Operations 48
Robert L. Long.............. Executive Vice President and Chief Financial Officer 55
Donald R. Ray............... Executive Vice President, Technical Services 54
Eric B. Brown............... Senior Vice President, General Counsel and
Corporate Secretary 49
Gregory Cauthen............. Vice President Finance, Treasurer 43
Barbara S. Koucouthakis..... Vice President and Chief Information Officer 42
David Mullen................ Vice President, Human Resources 43
Ricardo H. Rosa............. Vice President and Controller 44
Brian C. Voegele............ Vice President, Tax 41
Michael I. Unsworth......... Vice President, Marketing 42

The officers of the Company are elected annually by the Board of Directors.
There is no family relationship between any of the above-named executive
officers.

J. Michael Talbert has served as the Chief Executive Officer and a member
of the Board of Directors of the Company since August 1994. Mr. Talbert also
served as Chairman of the Board of the Company from August 1994 until the time
of the Sedco Forex merger, at which time he assumed the additional position of
President of the Company. Mr. Talbert is also a director of Equitable
Resources, Inc. Prior to assuming his duties with the Company, Mr. Talbert was
President and Chief Executive Officer of Lone Star Gas Company, a natural gas
distribution company and a division of Ensearch Corporation.

W. Dennis Heagney is Executive Vice President and Chief Operating Officer
of the Company. Mr. Heagney served as a director of the Company from June 12,
1997 and President and Chief Operating Officer of the Company from April 1,
1986 until the time of the Sedco Forex merger, at which time he assumed the
positions of Executive Vice President and President, Asia and the Americas. He
assumed his current position in February 2001. He has been employed by the
Company since 1969 and was elected Vice President in 1983 and Senior Vice
President in 1984.

Jean P. Cahuzac is Executive Vice President, Operations of the Company. Mr.
Cahuzac served as President of Sedco Forex from January 1999 until the time of
the Sedco Forex merger, at which time he assumed the positions of Executive
Vice President and President, Europe, Middle East and Africa with the Company.
He assumed his current position in February 2001. Mr. Cahuzac served as Vice
President-Operations Manager of Sedco Forex from May 1998 to January 1999,
Region Manager-Europe, Africa and CIS of Sedco Forex from September 1994 to
May 1998 and Vice President/General Manager-North Sea Region of Sedco Forex
from February 1994 to September 1994. He had been employed by Schlumberger
since 1979.

Jon C. Cole is Executive Vice President, Shallow Water and Inland Water
Operations of the Company. Mr. Cole served as Senior Vice President of the
Company from April 1, 1993 until the time of the Sedco Forex merger, at which
time he assumed the position of Executive Vice President, Marketing. He
assumed his current position in February 2001. Mr. Cole joined the Company in
1978 and was elected Vice President in 1990.

Robert L. Long is Executive Vice President and Chief Financial Officer of
the Company. Mr. Long has served as Chief Financial Officer of the Company
since August 1996. Mr. Long served as Senior Vice President of the Company
from May 1, 1990 until the time of the Sedco Forex merger, at which time he
assumed the position of Executive Vice President. Mr. Long also served as
Treasurer of the Company from September 1, 1997 until March 5, 2001. Mr. Long
has been employed by the Company since 1976 and was elected Vice President in
1987.

Donald R. Ray is Executive Vice President, Technical Services of the
Company. Mr. Ray served as Senior Vice President of the Company, with
responsibility for technical services, from December 1, 1996 until the time of
the Sedco Forex merger, at which time he assumed the position of Senior Vice
President, Technical Services. He assumed the position of Executive Vice
President in February 2001. Mr. Ray has been employed by the Company since
1972 and has served as a Vice President of the Company since 1986.

Eric B. Brown is Senior Vice President, General Counsel and Corporate
Secretary of the Company. He served as Vice President and General Counsel of
the Company since February 1, 1995 and Corporate Secretary of the Company
since September 29, 1995. He assumed the position of Senior Vice President in
February 2001.

Gregory Cauthen is Vice President Finance, Treasurer of the Company. Mr.
Cauthen assumed his current position on March 5, 2001. Prior to joining the
Company, he served as President and Chief Executive Officer of WebCaskets.com,
Inc. from June 2000 until February 2001. Previously, he served as Senior Vice
President, Financial Services at Service Corporation International where he
had been employed in various positions since February 1991.

Barbara S. Koucouthakis is Vice President and Chief Information Officer of
the Company. Ms. Koucouthakis served as Controller of the Company from January
1, 1990 and Vice President from April 1, 1993 until the time of the Sedco
Forex merger, at which time she assumed her current position. She has been
employed by the Company since 1982.

David Mullen is Vice President, Human Resources of the Company. Mr. Mullen
served Schlumberger as Director of Personnel Geco-Prakla from 1998 until the
time of the Sedco Forex merger, at which time he assumed his current position
with the Company. Mr. Mullen was elected Managing Director-Schlumberger
(Nigeria) Ltd. in 1996, District Manager-Eastern Venezuela Schlumberger
(Wireline & Testing) in 1994 and had been employed by Schlumberger since 1983.

Ricardo H. Rosa is Vice President and Controller of the Company. Mr. Rosa
served as Controller of Sedco Forex from September 1995 until the time of the
Sedco Forex merger, at which time he assumed his current position with the
Company. He was appointed Gas Management Controller in October 1993. Mr. Rosa
had been employed by Schlumberger since 1983. Prior to joining Schlumberger in
1983, he served as Audit Manager for the accounting firm, Price Waterhouse.

Brian C. Voegele is Vice President, Tax of the Company. Mr. Voegele served
as Vice President, Finance from March 1998 until March 5, 2001 at which time
he assumed his current position with the Company. Previously, he served as
Director of Tax for the Company from June 1993 until March 1998. Prior to
joining the Company in 1993, he served as Tax Manager for Sonat Inc. and as a
Tax Manager for the accounting firm, Ernst & Young LLP.

Michael I. Unsworth is Vice President, Marketing of the Company. Mr.
Unsworth served as Region Manager, Asia for the Company from the time of the
Sedco Forex merger until February 2001, at which time he assumed his present
position with the Company. Previously, he served as Region Manager, Asia for
Sedco Forex from 1998 through 1999 and had been employed by Schlumberger since
1981.

PART II

ITEM 5. Market for Registrant's Common Equity and Related Shareholder Matters

The Company's ordinary shares are listed on the New York Stock Exchange
(the "NYSE") under the symbol "RIG." The following table sets forth the high
and low sales prices of the Company's ordinary shares for the periods
indicated as reported on the NYSE Composite Tape.

Price
---------------
High Low
------- -------

1999
First Quarter.......................................... $31.563 $19.625
Second Quarter......................................... 32.500 22.625
Third Quarter.......................................... 36.500 25.563
Fourth Quarter......................................... 34.375 23.875

2000
First Quarter.......................................... 53.125 29.250
Second Quarter......................................... 56.188 41.250
Third Quarter.......................................... 64.625 45.625
Fourth Quarter......................................... 65.500 34.375

2001
First Quarter (through February 28).................... 51.300 40.000

On February 28, 2001, the last reported sales price of the Company's
ordinary shares on the NYSE Composite Tape was $48.13 per share. On such date,
there were approximately 27,300 holders of record of the Company's ordinary
shares and 317,099,684 ordinary shares outstanding.

The Company has paid quarterly cash dividends of $0.03 per ordinary share
since the fourth quarter of 1993. Any future declaration and payment of
dividends will be (i) dependent upon the Company's results of operations,
financial condition, cash requirements and other relevant factors, (ii)
subject to the discretion of the Board of Directors of the Company, (iii)
subject to restrictions contained in the Company's bank credit agreements and
note purchase agreement (see "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources--Debt") and (iv) payable only out of the Company's profits or share
premium account in accordance with Cayman Islands law.

There is currently no reciprocal tax treaty between the Cayman Islands and
the United States regarding withholding.

ITEM 6. Selected Consolidated Financial Data

The selected consolidated financial data as of December 31, 2000 and 1999,
and for each of the three years in the period ended December 31, 2000 has been
derived from the audited consolidated financial statements included elsewhere
herein. The selected consolidated financial data as of December 31, 1998 and
1997, and for the years ended December 31, 1997 and 1996 has been derived from
audited consolidated financial statements not included herein. The selected
consolidated financial data as of December 31, 1996 is unaudited. The
following data should be read in conjunction with "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the audited consolidated financial statements and the notes thereto included
under "Item 8. Financial Statements and Supplementary Data."

On December 31, 1999, the merger of Transocean Offshore Inc. and Sedco
Forex was completed. Sedco Forex was the offshore contract drilling service
business of Schlumberger and was spun-off immediately prior to the merger
transaction. As a result of the merger, Sedco Forex became a wholly owned
subsidiary of Transocean

Offshore Inc., which changed its name to Transocean Sedco Forex Inc. The
merger was accounted for as a purchase, with Sedco Forex as the acquiror for
accounting purposes. The balance sheet data as of December 31, 2000 and 1999
and the statement of operations and other financial data for the year ended
December 31, 2000 represent the consolidated financial position, cash flows
and results of operations of the merged company. The balance sheet data,
statement of operations and other financial data for the periods prior to the
merger, represent the financial position, cash flows and results of operations
of Sedco Forex and not those of historical Transocean Offshore Inc.

On January 31, 2001, the merger of the Company and R&B Falcon was
completed. As a result of the merger, R&B Falcon became an indirect wholly
owned subsidiary of the Company. The merger was accounted for as a purchase,
with the Company as the acquiror for accounting purposes. The following
selected consolidated financial data does not include the financial position,
cash flows and results of operations of R&B Falcon.

Years ended December 31,
---------------------------------------
2000 1999 1998 1997 1996
------ ------ ------ ------ -----------
(In millions, except per share data)

Statement of Operations
Operating Revenues..................... $1,230 $ 648 $1,091 $ 891 $ 663
Operating Income....................... 133 49 377 299 163
Net Income............................. 109 58 342 260 148
Basic Earnings Per Share
(Pro forma prior to the effective
date of the Sedco Forex merger)(a)
Income Before Extraordinary Item... $ 0.51 $ 0.53 $ 3.12 $ 2.38 $1.35
Gain on Extraordinary Item, Net of
Tax............................... 0.01 -- -- -- --
Net Income......................... $ 0.52 $ 0.53 $ 3.12 $ 2.38 $1.35
Diluted Earnings Per Share
(Pro forma prior to the effective
date of the Sedco Forex merger)(a)
Income Before Extraordinary Item... $ 0.50 $ 0.53 $ 3.12 $ 2.38 $1.35
Gain on Extraordinary Item, Net of
Tax............................... 0.01 -- -- -- --
Net Income......................... $ 0.51 $ 0.53 $ 3.12 $ 2.38 $1.35
Other Financial Data
Cash Flows From Operating Activities... $ 197 $ 241 $ 473 $ 318 $ 236
Capital Expenditures................... 575 537 425 187 151
EBITDA(b).............................. 401 186 508 420 272

(Unaudited)
-----------

Balance Sheet Data (at end of period)
Total Assets........................... $6,359 $6,140 $1,473 $1,051 $ 899
Total Debt............................. 1,453 1,266 100 160 53
Total Equity........................... 4,004 3,910 564 363 462

--------
(a) Unaudited pro forma earnings per share was calculated using the
Transocean Sedco Forex Inc. ordinary shares issued pursuant to the Sedco
Forex merger agreement and the dilutive effect of Transocean Sedco Forex
Inc. stock options granted to former Sedco Forex employees at the time of
the Sedco Forex merger, as applicable.
(b) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
is presented here because it is a widely accepted financial indication of
a company's ability to incur and service debt. EBITDA measures presented
may not be comparable to similarly titled measures used by other
companies. EBITDA is not a measurement presented in accordance with
accounting principles generally accepted in the United States ("GAAP")
and is not intended to be used in lieu of GAAP presentations of results
of operations and cash provided by operating activities.

ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following information should be read in conjunction with the
information contained in the audited consolidated financial statements and the
notes thereto included under "Item 8. Financial Statements and Supplementary
Data" elsewhere in this annual report.

Overview

Transocean Sedco Forex Inc. (together with its subsidiaries and
predecessors, unless the context requires otherwise, the "Company," "we," "us"
or "our") is the world's largest offshore drilling contractor, following the
merger with R&B Falcon Corporation (together with its subsidiaries, unless the
context requires otherwise, "R&B Falcon") on January 31, 2001 ("R&B Falcon
merger"). See "--Liquidity and Capital Resources--Acquisitions and
Dispositions." The Company's mobile offshore drilling fleet is considered one
of the most modern and versatile fleets in the world. The Company specializes
in technically demanding segments of the offshore drilling business with a
particular focus on deepwater and harsh environment drilling services. As of
March 1, 2001, the Company owned, had partial ownership interests in, operated
or had under construction 166 mobile offshore and barge drilling units. The
Company's active fleet includes 13 high-specification drillships, three other
drillships, 20 high-specification semisubmersibles (including four under
construction), 30 other semisubmersibles, 55 jackup rigs, 37 drilling barges,
five tenders and three submersible rigs. In addition, the fleet includes four
mobile offshore production units, two multi-purpose service vessels and three
platform drilling rigs. The Company also has a fleet of land and barge
drilling rigs in Venezuela consisting of 11 wholly owned and two partially
owned land rigs and three lake barges. The Company contracts these drilling
rigs, related equipment and work crews primarily on a dayrate basis to drill
oil and gas wells. The Company also provides additional services, including
management of third-party well service activities.

On December 31, 1999, the merger of Transocean Offshore Inc. and Sedco
Forex Holdings Limited ("Sedco Forex") was completed. Sedco Forex was the
offshore contract drilling service business of Schlumberger Limited
("Schlumberger") and was spun-off immediately prior to the merger transaction.
At the time of the merger, Sedco Forex owned, had partial ownership interests
in, operated or had under construction 44 mobile offshore drilling units. As a
result of the merger, Sedco Forex became a wholly owned subsidiary of
Transocean Offshore Inc. which changed its name to Transocean Sedco Forex Inc.
The merger was accounted for as a purchase, with Sedco Forex as the acquiror
for accounting purposes. The balance sheets as of December 31, 2000 and 1999,
the statement of cash flows and the statement of operations for the year ended
December 31, 2000 represent the consolidated financial position, cash flows
and results of operations of the merged company. The statements of cash flows
and the statements of operations for the years ended December 31, 1999 and
1998, represent the cash flows and results of operations of Sedco Forex and
not those of historical Transocean Offshore Inc.

On January 31, 2001, the merger of the Company and R&B Falcon was
completed. At the time of the merger, R&B Falcon owned, had partial ownership
interests in, operated or had under construction more than 100 mobile offshore
drilling units and other units utilized in the support of offshore drilling
activities. As a result of the merger, R&B Falcon became an indirect wholly
owned subsidiary of the Company. The merger was accounted for as a purchase,
with the Company as the acquiror for accounting purposes. Except where
otherwise provided, the following financial data and discussion does not
include the financial position, cash flows and results of operations of R&B
Falcon but does include a discussion of certain R&B Falcon debt.

Historical Operating Results

Years ended December 31,
--------------------------------
2000 1999 1998
---------- -------- ----------
(In thousands)

Historical 2000 compared to 1999

Operating revenues for the year ended December 31, 2000 were $1,229.5
million compared to $648.2 million for the same period in 1999, an increase of
$581.3 million or 90 percent. The increase was primarily a result of the Sedco
Forex merger. Operating revenues for the year ended December 31, 2000 included
a $25.1 million cash settlement relating to an agreement with a unit of BP to
cancel the remaining 14 months of firm contract time on the semisubmersible
Transocean Amirante, $21.8 million relating to the Discoverer Spirit which
began operations late in the third quarter of 2000 and $9.3 million relating
to the Trident 20 which began operations in the fourth quarter of 2000.
Operating revenues relating to former Sedco Forex operations totaled $544.5
million for the year ended December 31, 2000, representing a $103.7 million or
16 percent decrease over the comparable 1999 period. Of the decrease in
revenues, $58.0 million relates to core assets which experienced lower average
dayrates, declining from $65,500 for the year ended December 31, 1999 to
$55,500 for the same period in 2000. Operating revenues for the year ended
December 31, 1999 also included $16.0 million of cash settlements related to
the cancellation of contracts on the Sovereign Explorer and Trident 17. This
was partially offset by an increase in activity, as utilization of core assets
increased from 68 percent for the year ended December 31, 1999 to 74 percent
for the same period in 2000. The remaining decrease in comparable revenues was
attributed to less activity for non-core assets and lower revenue earned from
managed rigs no longer operated in 2000.

Operating and maintenance expense for the year ended December 31, 2000 was
$812.6 million compared to $448.9 million for the same period in 1999, an
increase of $363.7 million or 81 percent. The increase was primarily a result
of the Sedco Forex merger. Operating and maintenance expense for the year
ended

December 31, 2000 included $6.8 million relating to the Discoverer Spirit
which began operations late in the third quarter of 2000, $41.1 million
relating to the settlement of an arbitration proceeding with Global Marine
Drilling Company ("Global Marine") and a $6.7 million increase in provisions
for legal claims (see Note 11 to the Company's consolidated financial
statements). Operating and maintenance expense for the 1999 period included
charges totaling $42.0 million relating to severance liabilities, the write-
down of obsolete fixed assets and provisions for potential legal claims, $13.4
million relating to provisions for doubtful accounts receivable in West Africa
and dayrate contract penalties in Brazil and $56.2 million relating to the
allocation of costs by Schlumberger. A large portion of operating and
maintenance expense consists of employee-related costs and is fixed or only
semi-variable. Accordingly, operating and maintenance expense does not vary in
direct proportion to activity.

Depreciation and amortization expense for the year ended December 31, 2000
was $259.5 million compared to $131.9 million for the same period in 1999, an
increase of $127.6 million or 97 percent. Depreciation expense increased
primarily due to the addition of the former Transocean Offshore Inc. rigs and
equipment at fair value. In addition, $26.7 million of amortization of
goodwill resulting from the Sedco Forex merger was recorded for the year ended
December 31, 2000. Depreciation expense was reduced by approximately $71.9
million (net $0.34 per diluted share) for the year ended December 31, 2000 as
a result of the Company conforming its policies relating to estimated rig
lives and salvage values after the Sedco Forex merger.

General and administrative expense for the year ended December 31, 2000 was
$42.1 million compared to $16.7 million for the same period in 1999, an
increase of $25.4 million or 152 percent. The increase was primarily a result
of the Sedco Forex merger and reflects the costs to manage a larger, more
complex and geographically diverse organization. General and administrative
expense for the year ended December 31, 1999 included $8.0 million relating to
an allocation of corporate overhead by Schlumberger.

During the year ended December 31, 2000, the Company recognized a net gain
of $17.0 million on the sale of three units, the semisubmersible Transocean
Discoverer, the multi-purpose service vessel Mr. John, and the tender Searex
V, as well as two shore-based facilities. There were no such sales in 1999.

Other income for the year ended December 31, 2000 was $11.3 million
compared to other expense of $0.04 million for the same period in 1999, an
increase of $11.3 million. Interest expense, net of amounts capitalized, for
the year ended December 31, 2000 was $3.0 million compared to $10.3 million
for the same period in 1999, a decrease of $7.3 million or 71 percent. Total
interest expense was $89.6 million for the year ended December 31, 2000
compared to $37.5 million for 1999, an increase of $52.1 million or 139
percent. The increase during 2000 was due to higher debt levels primarily
associated with our newbuild construction projects. Total interest capitalized
relating to construction projects was $86.6 million for the year ended
December 31, 2000 compared to $27.2 million for 1999, an increase of $59.4
million or 218 percent. Overall there was a net decrease in interest expense
as a greater proportion was capitalized compared to 1999. Equity in earnings
of joint ventures increased by $3.8 million due primarily to the addition of
joint ventures owned by Transocean Offshore Inc. prior to the Sedco Forex
merger.

Provision for income taxes for the year ended December 31, 2000 was $36.7
million compared to a benefit of $9.3 million for the same period in 1999. The
income tax benefit for 1999 included a $9.5 million deferred tax benefit
relating to charges for potential legal claims and additional U.K. tax loss
carryforwards for which no valuation allowance was provided as well as the
adjustment of U.K. tax loss carryforwards for prior years. The Company
operates internationally and provides for income taxes based on the tax laws
and rates in the countries in which it operates and income is earned. There is
no expected relationship between the provision for or benefit from income
taxes and income before income taxes.

Historical 1999 compared to 1998

Operating revenues for the year ended December 31, 1999 were $648.2 million
compared to $1,090.5 million for the same period in 1998, a decrease of $442.3
million or 41 percent. The decrease in revenues for

1999 resulted primarily from decreased utilization, which declined from an
average of 91 percent in 1998 to 64 percent in 1999, and a decrease in
dayrates from an average of approximately $70,000 in 1998 to approximately
$61,000 in 1999.

Operating and maintenance expense for the year ended December 31, 1999 was
$448.9 million compared to $562.6 million for the same period in 1998, a
decrease of $113.7 million or 20 percent. The decrease in 1999 resulted
primarily from reduced operating activity during the year. A large portion of
operating and maintenance expense consists of employee-related costs and is
fixed or only semi-variable. Accordingly, operating and maintenance expense
does not vary in direct proportion to activity. Operating and maintenance
expense for the years ended December 31, 1999 and 1998 included charges
totaling $42.0 million and $23.4 million, respectively, relating to severance
liabilities, the write-down of obsolete fixed assets and provisions for
potential legal claims. Also included in operating and maintenance expense for
the years ended December 31, 1999 and 1998 were charges totaling $56.2 million
and $78.4 million, respectively, relating to the allocation of costs by
Schlumberger. In addition, 1999 included $13.4 million related to provisions
for doubtful accounts receivable in West Africa and dayrate contract penalties
in Brazil.

Depreciation and amortization expense for the year ended December 31, 1999
was $131.9 million compared to $124.7 million for the same period in 1998, an
increase of $7.2 million or 6 percent. The increase primarily resulted from
the capitalization of equipment associated with rig life extension and upgrade
projects.

General and administrative expense for the year ended December 31, 1999 was
$16.7 million compared to $26.0 million for the same period in 1998, a
decrease of $9.3 million or 36 percent. The decrease in 1999 resulted from the
lower allocation by Schlumberger of corporate overhead due to lower revenues.
General and administrative expense included an allocation by Schlumberger of
approximately $8.0 million for 1999 and $9.4 million for 1998. The general and
administrative expense allocation by Schlumberger was dependent on a number of
factors, including the level of corporate costs and the proportion of revenues
to Schlumberger's worldwide group revenues. The allocation methods were
considered to be reasonable. The level of general and administrative expenses
prior to the Sedco Forex merger are not indicative of ongoing costs for the
Company.

Interest income for the year ended December 31, 1999 was $5.4 million
compared to $3.4 million for the same period in 1998, an increase of $2.0
million or 59 percent. The increase resulted from higher average cash balances
during the year.

Interest expense, net of amounts capitalized, for the year ended December
31, 1999 was $10.3 million compared to $13.0 million for the same period in
1998, a decrease of $2.7 million or 21 percent. Total interest expense was
$37.5 million for the year ended December 31, 1999 compared to $21.7 million
for 1998, an increase of $15.8 million or 73 percent. The increase was due to
higher debt levels during 1999. Total interest capitalized relating to
interest on construction projects was $27.2 million for the year ended
December 31, 1999 compared to $8.7 million for 1998, an increase of $18.5
million or 213 percent. Overall, there was a net decrease in interest expense
as a greater proportion was capitalized compared to 1998.

Income tax benefit for the year ended December 31, 1999 was $9.3 million
compared to expense of $32.4 million for the same period in 1998. The Company
operates in a number of countries where income tax is charged on a deemed
profit basis. Accordingly, income tax expense does not necessarily vary in
direct proportion with pre-tax income. The decrease in income tax expense in
relation to pre-tax income for 1999 resulted primarily from additional U.K.
tax loss carryforwards for which no valuation allowance was provided as well
as the adjustment of U.K. tax loss carryforwards for prior years. These
carryforwards, which the Company believes will be fully utilized, are not
subject to time limits.

1999 and 1998 Charges

customers, resulting from a period of low oil prices from late 1997 through
early 1999 and industry consolidation over the same time period, resulted in a
slowdown in the offshore drilling industry during 1998 and 1999. As a result
of this slowdown, approximately 1,000 operating personnel were determined to
be redundant, and charges associated with termination and severance benefits
of $13.2 million and $3.6 million were recognized during 1999 and 1998,
respectively. Substantially all of these employees had been terminated and
severance and termination costs had been paid as of December 31, 1999.
Provisions for potential legal claims of $28.8 million and $10.0 million were
recognized during 1999 and 1998, respectively (see Note 11 to the Company's
consolidated financial statements). Asset impairment charges of $9.8 million
were recognized in 1998 related to assets retired from the active fleet.

1999 Pro Forma Operating Results

Unaudited pro forma consolidated results for Transocean Sedco Forex Inc.
for the year ended December 31, 1999, giving effect to the Sedco Forex merger,
reflected net income of $237.9 million or $1.13 per diluted share on pro forma
operating revenues of $1,579.1 million. The pro forma operating results assume
the spin-off and merger was completed as of January 1, 1999 (see Note 3 to the
Company's consolidated financial statements). These pro forma results do not
reflect the effects of reduced depreciation expense related to conforming the
estimated lives of Sedco Forex rigs and the elimination of certain allocated
costs from Schlumberger. The pro forma financial data should not be relied on
as an indication of operating results that Transocean Sedco Forex Inc. would
have achieved had the spin-off and merger taken place earlier or of the future
results that Transocean Sedco Forex Inc. may achieve.

Outlook

Fleet utilization averaged 75 percent for the fourth quarter of 2000 and 74
percent for the year 2000 for our 62 fully owned or chartered and active
mobile offshore drilling units (i.e., excluding newbuilds under construction,
managed rigs and partially owned rigs which are not operated by us), compared
to 81 percent during the third quarter of 2000 and 74 percent for the Sedco
Forex and Transocean Offshore Inc. pro forma combined fleet for the year 1999.
Combined semisubmersible and drillship ("floater") utilization for active
drilling units was 74 percent for the fourth quarter of 2000 and 74 percent
for the year 2000, compared to 84 percent during the third quarter of 2000 and
77 percent for the Sedco Forex and Transocean Offshore Inc. pro forma combined
fleet for the year 1999. Average dayrates during 2000 for these 62 rigs were
$70,000 fleetwide and $87,000 for floaters, compared to $85,000 and $105,300,
respectively, on a Sedco Forex and Transocean Offshore Inc. pro forma combined
basis during 1999. Utilization and dayrate figures for 2000 and 1999 do not
include R&B Falcon rigs.

Utilization during 2000 was affected by planned and unplanned downtime,
seasonal weakness in the U.K. sector of the North Sea, a sluggish floater
market in Asia and continued delays associated with the activation of newbuild
rigs. The seasonal weakness in the U.K. sector of the North Sea and the soft
floater market in Asia are expected to continue into the second quarter of
2001. We expect that the combined company (after the R&B Falcon merger) will
experience more than 1,000 idle rig days of shipyard time in 2001 (excluding
newbuild rigs under construction) in connection with planned maintenance and
rig upgrades and estimate that more than 40 percent of that time will be in
the first quarter and approximately 25 percent of that time will be in the
second quarter of the year. Results for 2001 will also be affected by delays
in the delivery of newbuild rigs. See "--Liquidity and Capital Resources--
Capital Expenditures."

Our average fleet dayrates in 2000 remained basically flat when viewed
against 1999. The lack of increase resulted from several factors. The
expiration of older higher dayrate contracts, previously idle lower
specification units coming back on contract and delays in the commencement of
higher dayrate contracts for the Sedco Express-class rigs all applied downward
pressure on average dayrates during the year.

General market conditions continued to gradually improve during 2000,
particularly during the second half of the year, although worldwide customer
spending did not materially increase during the year from 1999. Oil

and gas prices again remained at relatively strong levels during the year, and
we expect client spending levels to increase during 2001 based upon their
previously announced budgets. We also expect to see a balanced increase in
spending between U.S. and international markets and continued increases in
spending in the gas-intensive, shallow water areas of the U.S. Gulf of Mexico.
There have been signs of improving market dayrates, especially for higher
specification units. This improving market is evidenced by recent contract
awards and extensions on a number of rigs, including the Sovereign Explorer in
the U.K. sector of the North Sea, Transocean Richardson and Transocean
Amirante in the U.S. Gulf of Mexico and Transocean Nordic in Norway. However,
we cannot predict with certainty that the increase in customer spending will
indeed materialize or, if it does occur, the ultimate degree to which
utilization and dayrates will be affected. The contract drilling market
historically has been highly competitive and cyclical. A decline in oil or gas
prices could reduce demand for our drilling services and adversely affect both
utilization and dayrates.

We expect weakness in our results for the first half of the year and in
particular for the first quarter. We anticipate higher levels of expenses
during 2001 due to a variety of factors, including, but not limited to, those
described in this paragraph. We expect to complete our remaining major
construction projects in the first half of 2001, resulting in increased
interest expense as project related expenditures will no longer be
capitalized. We currently have plans for significant shipyard upgrade and
maintenance projects on at least six rigs which could result in increased
expenses during 2001. We replaced existing employment agreements with certain
executives which contained change in control provisions that had been
triggered by the Sedco Forex merger. These new agreements will require us to
recognize approximately $5.8 million in additional compensation expense during
2001. Finally, the labor market for rig workers, especially in the U.S. Gulf
of Mexico, has tightened as rig utilization rates have increased. If this
trend continues, we may incur higher compensation expense to attract and
retain qualified rig personnel.

In February 2001, the Company received approximately $10 million in payment
of certain trade receivables relating to Nigerian operations. These
receivables had been fully reserved in 1999.

As of March 1, 2001, approximately 50 percent of our mobile offshore
drilling unit fleet days were committed for the remainder of 2001 and 17
percent for the year 2002.

Other Factors Affecting Operating Results

Our business depends on the level of activity in oil and gas exploration,
development and production in markets worldwide, with the U.S. and
international offshore and U.S. inland marine areas being our primary markets.
Oil and gas prices, market expectations of potential changes in these prices
and a variety of political and economic factors significantly affect this
level of activity. Oil and gas prices are extremely volatile and are affected
by numerous factors, including the following:

. worldwide demand for oil and gas;

. the ability of the Organization of Petroleum Exporting Countries,
commonly called "OPEC," to set and maintain production levels and
pricing;

. the level of production in non-OPEC countries;

. the policies of the various governments regarding exploration and
development of their oil and gas reserves;

. advances in exploration and development technology; and

. the political environment in oil-producing regions.

The offshore and inland marine contract drilling industry is highly
competitive with numerous industry participants, none of which has a dominant
market share. Drilling contracts are traditionally awarded on a competitive
bid basis. Intense price competition is often the primary factor in
determining which qualified

contractor is awarded a job, although rig availability and the quality and
technical capability of service and equipment may also be considered. Also,
turnkey drilling contracts can significantly increase the gain or loss
resulting from drilling a turnkey well compared with a well drilled on a
dayrate basis. We have decided to phase-out our turnkey activities. See "Item
1. Business--Recent Developments."

Our industry has historically been cyclical. There have been periods of
high demand, short rig supply and high dayrates, followed by periods of lower
demand, excess rig supply and low dayrates. The industry experienced a period
of moderately increased demand on a global basis during 2000 as a result of
relatively strong oil and gas commodity prices during the year. However, our
clients did not significantly increase their spending, except in the U.S.
Changes in commodity prices can have a dramatic effect on rig demand, and
periods of excess rig supply intensify the competition in the industry and
often result in rigs being idle for long periods of time.

Our customers may terminate some of our term drilling contracts under
various circumstances such as the loss or destruction of the drilling unit or
the suspension of drilling operations for a specified period of time as a
result of a breakdown of major equipment. In addition, the drilling contracts
for the Sedco Express-class newbuild rigs contain termination or term
reduction provisions tied to late delivery of these rigs and a unit of
TotalFinaElf cancelled the Sedco Express contract because of late delivery. In
reaction to depressed market conditions, our customers may also seek
renegotiation of firm drilling contracts to reduce their obligations. If our
customers cancel some of our significant contracts and we are unable to secure
new contracts on substantially similar terms, it could adversely affect our
results of operations. Some drilling contracts permit the customer to
terminate the contract at the customer's option without paying a termination
fee.

As of March 1, 2001, we had four new rigs in the testing and commissioning
phase and plans for significant shipyard upgrade and maintenance projects on
at least six rigs during 2001. These shipyard projects are subject to the
risks of delay or cost overruns inherent in any large construction project
resulting from numerous factors, including the following:

. engineering, software or systems problems, including those relating to
the commissioning of newly designed equipment;

. shortages of equipment, materials or skilled labor;

. unscheduled delays in the delivery of ordered materials and equipment;

. work stoppages;

. shipyard unavailability;

. weather interference;

. unanticipated cost increases; and

. difficulty in obtaining necessary permits or approvals.

These factors may contribute to cost variations and delays in the
completion of the Company's shipyard projects. Delays in delivery of the
newbuild units would result in delays in contract commencements, resulting in
a loss of revenue to us, and may also cause clients to terminate or shorten
the term of the drilling contracts for these rigs. In the event of the
termination of a drilling contract for one of these rigs, there can be no
assurance that we would be able to secure a replacement contract on as
favorable terms.

We have been involved in two merger transactions in the last two years. We
may not be able to integrate the operations of the merged or acquired
companies without a loss of employees, customers or suppliers, a loss of
revenues, an increase in operating or other costs or other difficulties. In
addition, we may not be able to realize the operating efficiencies, synergies,
cost savings or other benefits expected from these transactions. Any
unexpected costs or delays incurred in connection with the integration could
have an adverse effect on our business, results of operations or consolidated
financial position.

R&B Falcon was subject to a significant amount of debt. Our overall debt
level increased as a result of this R&B Falcon debt after the merger. Some of
this debt has relatively high interest rates. The R&B Falcon debt agreements
also contain restrictions and requirements relating to, among other things,
additional borrowing, entering into transactions with affiliates, selling
assets, paying dividends and merging. These restrictions and requirements may
limit our flexibility in conducting our operations. Although we may seek to
refinance this debt on more favorable terms, we cannot assure you that we will
be successful in refinancing the debt or that the terms of the refinancing
will be favorable to us. See "--Liquidity and Capital Resources--Debt."

We conduct most of our drilling services under daywork drilling contracts
where the customer pays for the period of time required to drill or workover a
well. However, we have provided a portion of our services under turnkey
drilling contracts from time to time although we have decided to phase-out our
turnkey operations. Under turnkey drilling contracts, a well is drilled to a
contract depth under specified conditions for a fixed price. Our risks under a
turnkey drilling contract are substantially greater than on a well drilled on
a daywork basis because under a turnkey drilling contract we will normally
assume most of the risks associated with drilling operations, including the
risks of blowout, loss of hole, stuck drill stem, machinery breakdowns,
abnormal drilling conditions and risks associated with subcontractors'
services, supplies and personnel. These risks are generally assumed by the
client in a daywork contract.

Our operations are subject to the usual hazards inherent in the drilling of
oil and gas wells, such as blowouts, reservoir damage, loss of production,
loss of well control, punchthroughs, craterings and fires. The occurrence of
these events could result in the suspension of drilling operations, damage to
or destruction of the equipment involved and injury or death to rig personnel.
We may also be subject to personal injury and other claims of rig personnel as
a result of our drilling operations. Operations also may be suspended because
of machinery breakdowns, abnormal drilling conditions, failure of
subcontractors to perform or supply goods or services or personnel shortages.
In addition, offshore drilling operators are subject to perils peculiar to
marine operations, including capsizing, grounding, collision and loss or
damage from severe weather. Damage to the environment could also result from
our operations, particularly through oil spillage 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 may not have insurance
coverage or rights to indemnity for all risks.

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

. war and civil disturbances;

. expropriation of equipment;

. the inability to repatriate income or capital; and

. changing taxation policies.

We are protected to a substantial extent against loss of capital assets,
but generally not loss of revenue, from most of these risks through insurance,
indemnity provisions in our drilling contracts, or both. Although we maintain
insurance in the areas in which we operate, pollution and environmental risks
generally are not totally insurable. If a significant accident or other event
occurs and is not fully covered by insurance or a recoverable indemnity from a
client, it could adversely affect our consolidated financial position or
results of operations. As of March 1, 2001, all areas in which we were
operating were covered by existing insurance policies.

Our operations are affected from time to time in varying degrees by
governmental laws and regulations. The drilling industry is dependent on
demand for services from the oil and gas exploration industry and,
accordingly, is affected by changing tax and other laws relating to the energy
business generally. We may be required to make significant capital
expenditures to comply with laws and regulations. It is also possible that
these laws and regulations may in the future add significantly to operating
costs or may limit drilling activity.

The offshore drilling business is subject to significant government
regulations in different jurisdictions. Many governments favor or effectively
require the awarding of drilling contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction. These practices may adversely affect our ability to
compete. We expect to continue our efforts to structure our operations in
order to remain competitive in international markets.

Another risk inherent in our operations is the possibility of currency
exchange losses where revenues are received and expenses are paid in
nonconvertible currencies. 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. We seek to limit these risks by
structuring contracts such that compensation is made in freely convertible
currencies and, to the extent possible, by limiting acceptance of blocked
currencies to amounts that match our expense requirements in local currency
(see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk--
Foreign Exchange Risk").

We require highly skilled personnel to operate and provide technical
services and support for our drilling units. To the extent demand for drilling
services and the size of the worldwide industry fleet increase, shortages of
qualified personnel could arise, creating upward pressure on wages. We are
continuing our recruitment and training programs as required to meet our
anticipated personnel needs.

On a worldwide basis, we had approximately 14 percent of our employees
working under collective bargaining agreements on March 1, 2001, most of whom
were working in Norway, Nigeria, Trinidad and Venezuela. Of these represented
employees, a majority are working under agreements that are subject to salary
negotiation in 2001. In addition, the Company has signed a recognition
agreement requiring negotiation with a labor union representing employees in
the U.K. These negotiations could result in collective bargaining agreements
covering these employees.

The general rate of inflation in the majority of the countries in which we
operate has been moderate over the past several years and has not had a
material impact on our results of operations. The recent increase in the
demand for offshore drilling rigs has begun to lead to higher labor,
transportation and other operating expenses as a result of an increased need
for qualified personnel and services, particularly in the U.S. Gulf of Mexico.
Continued improvement in other markets will likely result in similar
incremental inflationary pressures in those areas.

Merger Purchase Price Allocation

The purchase price allocation for the merger of Transocean Offshore Inc.
and Sedco Forex included, at estimated fair value, total assets of $3.8
billion and the assumption of total liabilities of $1.9 billion. The excess of
the purchase price over the estimated fair value of net assets acquired was
approximately $1.1 billion, which has been accounted for as goodwill. As of
December 31, 2000, this goodwill represented approximately 16 percent of total
assets and 26 percent of total shareholders' equity. The goodwill is being
amortized over 40 years based on the nature of the offshore drilling industry,
long-lived drilling equipment and the long-standing relationships with core
customers. Goodwill amortization expense related to the Sedco Forex merger is
approximately $27 million per year.

The purchase price allocation for the merger of Transocean Sedco Forex Inc.
and R&B Falcon included, at estimated fair value, total assets of $4.8 billion
and the assumption of total liabilities of $3.7 billion. The excess of the
purchase price over the estimated fair value of net assets acquired was
approximately $5.6 billion, which has been accounted for as goodwill. The
goodwill is being amortized over 40 years based on the nature of the offshore
drilling industry, long-lived drilling equipment and the long-standing
relationships with core customers. Goodwill amortization expense related to
the R&B Falcon merger will be approximately $139 million per year in addition
to the $27 million related to the Sedco Forex merger mentioned above. The
purchase price allocation is based on preliminary estimates and may be revised
at a later date.

Liquidity and Capital Resources

Sources and Uses of Cash

Cash flows provided by operations were $197.4 million for the year ended
December 31, 2000, compared to $240.6 million for 1999, a decrease of $43.2
million. Cash flows from net income items were $114.1 million higher in 2000
compared to 1999. This increase was more than offset by net cash used for
working capital components in 2000 of $81.2 million versus cash provided by
working capital components of $76.1 million in 1999.

Cash flows used in investing activities were $492.9 million for the year
ended December 31, 2000, compared to $90.2 million for the year ended December
31, 1999, an increase of $402.7 million. During 1999, the Company received
cash in connection with the merger with Transocean Offshore Inc. of $439.8
million. No such amounts were received during 2000. Capital expenditures
relating to rig construction and upgrade projects increased by $37.7 million,
which was absorbed by an $80.4 million increase in proceeds from the disposal
of assets. During 2000, the Company received net proceeds of $24.9 million
from the sale of its coiled tubing drilling services and $56.3 million on the
sale of other assets including three units, the semisubmersible Transocean
Discoverer, the multi-purpose service vessel Mr. John, and the tender Searex
V, as well as two shore-based facilities.

Cash flows provided by financing activities were $164.4 million for the
year ended December 31, 2000, compared to cash flows used in financing
activities of $159.3 million for the year ended December 31, 1999, an increase
of $323.7 million. During 2000, the Company received $489.1 million in net
proceeds from the issuance of the Zero Coupon Convertible Debentures which was
partially offset by net repayments on its revolving credit agreement with ABN
AMRO Bank and by the repayment of its Secured Loan Agreement. During the
corresponding period of 1999, Sedco Forex obtained additional long-term
funding from related parties, which was offset by repayments of advances and
debt to related parties.

Capital Expenditures

Capital expenditures, including capitalized interest, totaled $575 million
during the year ended December 31, 2000 and included $98 million, $102
million, $85 million, $74 million and $108 million spent on the construction
of the Sedco Express, Sedco Energy, Cajun Express, Discoverer Spirit and
Discoverer Deep Seas, respectively. The Company also spent $51 million on the
construction of the Trident 20 for the year ended December 31, 2000, which was
partially offset by $30 million in client reimbursements for the estimated
incremental cost to construct the rig in the Caspian Sea.

During 2001, the Company expects to spend $565 million on its existing
fleet, expanded corporate infrastructure, completion of five major
construction projects and major upgrades on the Discoverer 534 and Sedco 710
as well as conversion of the Sedco 135D to an offshore production facility.

The following table summarizes projected expenditures (including
capitalized interest) during 2001 for the Company's major construction
projects.

Projected
Projected Recorded Value
Expenditures At Completion
------------ --------------
(In millions)

Sedco Express................................. $ 48 $ 397
Sedco Energy.................................. 48 395
Cajun Express................................. 23 322
Deepwater Horizon............................. 164 350
Discoverer Deep Seas.......................... 13 315
---- ------
$296 $1,779
==== ======

The Company has four high-specification semisubmersibles that are currently
undergoing testing and commissioning. The Sedco Express is expected to be
completed early in the second quarter of 2001. In February 2001, a unit of
TotalFinaElf terminated the three-year contract for the Sedco Express in light
of the rigs delayed delivery beyond December 28, 2000. The Company is
currently in discussions with TotalFinaElf and other operators for alternative
work. The Sedco Energy is expected to be delivered early in the second quarter
of 2001, when it will begin a contract with Texaco in Brazil. The contract had
an original term of five years; however, Texaco has the right to reduce the
contract term equivalent to the period of delayed delivery beyond November 13,
1999. The Cajun Express is expected to be completed and delivered in the
second quarter of 2001, when it will begin an 18-month contract with Marathon
in the U. S. Gulf of Mexico. Marathon has the right to terminate the contract
if the rig is not delivered by June 30, 2001. The Deepwater Horizon is
expected to arrive in the U.S. Gulf of Mexico in the second quarter of 2001
and is expected to begin operations early in the third quarter of 2001, when
it will begin a three-year contract with a unit of BP in the U.S. Gulf of
Mexico. The Discoverer Deep Seas was delivered early in the first quarter of
2001, when it began a five-year contract with Chevron in the U. S. Gulf of
Mexico.

The Discoverer Spirit was completed and delivered in September 2000, when
it began a five-year contract with Unocal in the U.S. Gulf of Mexico. The
Company also completed construction of an independent-leg cantilevered jackup,
the Trident 20. This rig is 75 percent owned by the Company through a joint
venture. The rig became operational in October 2000, when it began a three-
year contract with a unit of TotalFinaElf and other parties to a rig sharing
agreement in the Caspian Sea.

As with any major construction project that takes place over an extended
period of time, the actual costs, the timing of expenditures and delivery
dates may vary from estimates based on numerous factors, including
engineering, software or system problems, including those relating to the
commissioning of newly designed equipment, shortages of equipment, materials
or skilled labor, unscheduled delays in the delivery of ordered materials and
equipment, work stoppages, shipyard unavailability, weather interference,
unanticipated costs increases and difficulty in obtaining necessary permits or
approvals. See "Other Factors Affecting Operating Results." The Company
intends to fund the cash requirements relating to these capital commitments
through available cash balances, cash generated from operations, borrowings
under the SunTrust Revolving Credit Agreements referred to below and other
commercial bank or capital market financings.

Debt

Zero Coupon Convertible Debentures--In May 2000, the Company issued zero
coupon convertible debentures (the "convertible debentures") due May 2020 with
a face value at maturity of $865.0 million. The convertible debentures were
issued at a price to the public of $579.12 per convertible debenture and
accrue original issue discount at a rate of 2.75 percent per annum compounded
semiannually to reach a face value at maturity of $1,000 per convertible
debenture. The Company will pay no interest on the convertible debentures
prior to maturity and has the right to redeem the convertible debentures after
three years for a price equal to the issuance price plus accrued original
issue discount to the date of redemption. A convertible debenture holder has
the right to require the Company to repurchase the convertible debentures on
the third, eighth and thirteenth anniversary of issuance at the issuance price
plus accrued original issue discount to the date of repurchase. The Company
may pay this repurchase price with either cash or ordinary shares or a
combination of cash and ordinary shares. The convertible debentures are
convertible into ordinary shares of the Company at the option of the holder at
any time at a ratio of 8.1566 shares per convertible debenture subject to
adjustments if certain events take place. The Company used the net proceeds
($489.1 million after underwriter discount and issue costs) from the financing
to repay outstanding borrowings under the ABN Revolving Credit Agreement
discussed below, to repay other indebtedness and for general corporate
purposes. The indenture and supplemental indenture pursuant to which the
convertible debentures were issued impose restrictions on certain actions by
the Company, including creating liens, engaging in sale/leaseback transactions
and engaging in merger, consolidation or reorganization transactions.

Term Loan Agreement--The Company is a party to a $400 million unsecured
five-year term loan agreement with a group of banks led by SunTrust Bank,
Atlanta, as agent, dated as of December 16, 1999 (the "Term Loan Agreement").
Borrowings available under the Term Loan Agreement were used to repay
indebtedness to Schlumberger upon completion of the Sedco Forex merger and for
general corporate purposes. Amounts outstanding under the Term Loan Agreement
bear interest at the Company's option, at a base rate or LIBOR plus a margin
(0.45 percent per annum at December 31, 2000) that varies depending on the
Company's senior unsecured public debt rating. No principal payments are
required for the first two years, and the Company may prepay some or all of
the debt at any time without premium or penalty. The Term Loan Agreement
requires compliance with various restrictive covenants and provisions
customary for an agreement of this nature including an interest coverage ratio
of not less than 3.00 to 1 and a leverage ratio of not greater than 40
percent, and limitations on mergers and sale of substantially all assets;
permitted liens; subsidiary and certain other types of debt; transactions with
affiliates; and sale/leaseback transactions.

Revolving Credit Agreements--The Company was a party to a $540 million
revolving credit agreement with a group of banks led by ABN AMRO Bank, NV, as
agent, dated as of July 30, 1996 (the "ABN Revolving Credit Agreement").
Borrowings under the ABN Revolving Credit Agreement bore interest, at the
Company's option, at a base rate or LIBOR plus a margin (0.20 percent per
annum at December 31, 2000) that varied depending on the Company's funded debt
to total capital ratio or its senior unsecured public debt rating. The ABN
Revolving Credit Agreement had a maturity date of July 30, 2002. As of
December 31, 2000, $180.1 million was outstanding and $359.9 million was
available for additional borrowings under the ABN Revolving Credit Agreement.
On January 4, 2001, the Company terminated the ABN Revolving Credit Agreement
and repaid the $180.1 million outstanding through funds borrowed under the
Five-Year Revolver referred to below; accordingly, the $180.1 million due in
2002 was not classified as current because it was management's intent to
refinance on a long-term basis.

The Company is a party to a $550 million five-year revolving credit
agreement (the "Five-Year Revolver") and a $250 million 364-day revolving
credit agreement (the "364-Day Revolver") with a group of banks led by
SunTrust Bank, Atlanta, as agent, dated as of December 29, 2000 (together the
"SunTrust Revolving Credit Agreements") under which the Company may borrow or
procure credit. On January 4, 2001, borrowings under the Five-Year Revolver
were used to repay debt incurred under the ABN Revolving Credit Agreement.
Through June 2001, amounts outstanding under the SunTrust Revolving Credit
Agreements bear interest, at the Company's option, at a base rate or LIBOR
plus a margin that is fixed at 0.45 percent per annum under the Five-Year
Revolver and 0.475 percent per annum under the 364-Day Revolver. Subsequent to
June 2001, the margin under the Five-Year Revolver will vary from 0.180
percent to 0.700 percent and the margin on the 364-Day Revolver will vary from
0.190 percent to 0.725 percent depending on the Company's senior unsecured
public debt rating. A utilization fee fixed at 0.125 percent per annum during
the first six months of 2001, and varying thereafter from 0.075 percent to
0.150 percent, depending on the Company's senior unsecured public debt rating,
is payable if amounts outstanding under the Five-Year Revolver or the 364-Day
Revolver are greater than $181.5 million or $82.5 million, respectively. The
SunTrust Revolving Credit Agreements contain substantially the same
restrictive covenants as are contained in the Term Loan Agreement.

Secured Loan Agreement--The Company was a party to a $235.2 million secured
five-year term loan agreement with a group of banks led by ABN AMRO Bank, NV,
as agent, dated as of December 22, 1999 (the "Secured Loan Agreement").
Borrowings under the Secured Loan Agreement were used to repay debt incurred
to construct the Discoverer Enterprise and upgrade the Transocean Amirante and
were secured by both rigs. Approximately 91 percent of the amounts outstanding
bore interest at a commercial paper rate plus a margin (0.31 percent per annum
at December 31, 1999) while the remaining 9 percent of the amounts outstanding
bore interest at LIBOR plus a margin (0.65 percent per annum at December 31,
1999). The floating rates under the Secured Loan Agreement were converted to a
fixed rate of 6.9 percent per annum by the interest rate swap agreement
described below.

used to repay borrowings under the Secured Loan Agreement relating to the
Transocean Amirante and the security interest in the rig was released by the
banks. The interest rate swap agreement related to the Secured Loan Agreement
was also amended to reflect the reduced amounts subject to the swap. In August
2000, the Company repaid all amounts outstanding under the Secured Loan
Agreement using cash on hand and borrowings under the ABN Revolving Credit
Agreement. The Company also terminated the related interest rate swap
agreement. The Company recognized an extraordinary gain, net of income taxes
of $1.4 million, or $0.01 per diluted share, on this early termination of
debt.

Public Debt Offering--The Company has outstanding $300 million aggregate
principal amount of senior, unsecured debt securities originally issued in a
public offering in April 1997. The securities consist of $100 million
aggregate principal amount of 7.45 percent notes due April 15, 2027 (the
"Notes") and $200 million aggregate principal amount of 8.00 percent
debentures due April 15, 2027 (the "Debentures"). Holders of the Notes may
elect to have all or any portion of the Notes repaid on April 15, 2007 at 100
percent of the principal amount. The Notes, at any time after April 15, 2007,
and the Debentures, at any time, may be redeemed at the Company's option at
100 percent of the principal amount plus a make-whole premium, if any, equal
to the excess of the present value of future payments due under the Notes and
Debentures using a discount rate equal to the then-prevailing yield of U.S.
treasury notes for a corresponding remaining term plus 20 basis points over
the principal amount of the security being redeemed. Interest is payable on
April 15 and October 15 of each year. The indenture and supplemental indenture
relating to the Notes and the Debentures limit the Company's ability to incur
indebtedness secured by certain liens, engage in certain sale/leaseback
transactions and engage in certain merger, consolidation or reorganization
transactions.

Secured Rig Financing-- The Company has outstanding $68.6 million of debt
secured by the Trident IX and the Trident 16 (the "Secured Rig Financing").
Payments under these financing agreements include an interest component of
7.95 percent for the Trident IX and 7.20 percent for the Trident 16. The
Trident IX facility expires in April 2003 while the Trident 16 facility
expires in September 2004. The financing arrangements provide for a call right
on the part of the Company to repay the financing prior to expiration of their
scheduled terms and in some circumstances a put right on the part of the banks
to require the Company to repay the financings. Under either circumstance, the
Company would retain ownership of the rigs.

Letters of Credit--The Company had letters of credit outstanding at
December 31, 2000 totaling $55.3 million, including a letter of credit
relating to the legal dispute with Kvaerner Installasjon a.s ("Kvaerner")
valued at $24.8 million and a letter of credit relating to the legal dispute
with the Indian Customs Department, Mumbai valued at $10.7 million (see Note
11 to the Company's consolidated financial statements). The remaining amount
guarantees various insurance, rig construction and contract bidding
activities.

In connection with the acquisition of R&B Falcon, the Company assumed the
following debt:

8.875% Senior Notes--At January 31, 2001, approximately $0.4 million was
outstanding under the 8.875% Senior Notes ("8.875% Notes"). The 8.875% Notes
were recorded at fair value as part of the R&B Falcon merger. The 8.875% Notes
are redeemable at the option of Falcon Drilling Company, Inc. succeeded by R&B
Falcon Holdings Inc., in whole or in part, at a price equal to 102.2188
percent of the principal amount if redeemed during the 12 months beginning
March 15, 2001, or at a price of 100 percent of the principal amount if
redeemed after March 15, 2002, in each case together with interest accrued to
the redemption date. The Company has delivered a notice of redemption to the
holders of the 8.875% Notes with a redemption date of March 29, 2001.

6.5%, 6.75%, 6.95% and 7.375% Senior Notes--In April 1998, R&B Falcon
issued 6.5% Senior Notes, 6.75% Senior Notes, 6.95% Senior Notes and 7.375%
Senior Notes with an aggregate principal amount of $1.1 billion. As a result,
R&B Falcon received net proceeds of approximately $1,082.9 million after
deducting offering related expenses. Interest on these notes is payable
semiannually on April 15 and October 15. These notes have maturity dates of
April 2003, April 2005, April 2008 and April 2018, respectively. These notes
are unsecured obligations of R&B Falcon, ranking pari passu in right of
payment with all other existing and future senior unsecured indebtedness of
R&B Falcon. At January 31, 2001, approximately $250 million, $350 million,
$250 million and $250 million were outstanding under these notes,
respectively. These notes were recorded at fair value as part of the R&B
Falcon merger.

The 6.75% Senior Notes and the 6.95% Senior Notes are redeemable at the
option of R&B Falcon in whole or in part, at a make-whole premium with present
values calculated using a discount rate equal to the then-prevailing yield of
U.S. treasury notes for a corresponding remaining term plus 20 basis points,
together with interest accrued to the redemption date. The 7.375% Senior Notes
are redeemable at the option of R&B Falcon, in whole or in part, at a make-
whole premium with present values calculated using a discount rate equal to
the then-prevailing yield of U.S. treasury notes for a corresponding remaining
term plus 25 basis points. The 6.5% Senior Notes are not redeemable at the
option of R&B Falcon. The indenture pursuant to which the 6.5% Senior Notes,
the 6.75% Senior Notes, the 6.95% Senior Notes and the 7.375% Senior Notes
were issued imposes certain restrictions on R&B Falcon, including creating
liens, engaging in sale/leaseback transactions and engaging in merger,
consolidation or reorganization transactions.

9.125% and 9.5% Senior Notes--In December 1998, R&B Falcon issued 9.125%
Senior Notes and 9.5% Senior Notes with an aggregate principal amount of
$400.0 million. As a result, R&B Falcon received net proceeds of approximately
$392.3 million after deducting offering related expenses. Interest on these
notes is payable semiannually on June 15 and December 15. These notes have
maturity dates of December 2003 and December 2008, respectively. These notes
are unsecured obligations of R&B Falcon, ranking pari passu in right of
payment with all other existing and future senior indebtedness of R&B Falcon.
At January 31, 2001, approximately $100 million and $300 million were
outstanding under these notes, respectively. These notes were recorded at fair
value as part of the R&B Falcon merger.

The 9.125% Senior Notes and the 9.5% Senior Notes are redeemable at the
option of R&B Falcon, in whole or in part, at a make-whole premium with
present values calculated using a discount rate equal to the then-prevailing
yield of U.S. treasury notes for a corresponding remaining term plus 50 basis
points, together with interest accrued to the redemption date. The indenture
pursuant to which the 9.125% Senior Notes and the 9.5% Senior Notes were
issued imposes restrictions on certain actions by R&B Falcon, including
creating liens, engaging in sale/leaseback transactions and engaging in
merger, consolidation or reorganization transactions. In addition, the
indenture imposes restrictions on the incurrence of additional indebtedness
and the payment of dividends by R&B Falcon. However, these restrictions are
suspended during the period that the 9.125% Senior Notes and the 9.5% Senior
Notes are rated as investment grade.

10.25% Senior Notes--The 10.25% Senior Notes ("10.25% Notes") were issued
by Cliffs Drilling Company ("Cliffs Drilling") pursuant to offerings in 1996
and 1997. The 10.25% Notes originally consisted of a principal amount of
$200.0 million and interest is payable semiannually on May 15 and November 15.
The 10.25% Notes have a maturity date of May 2003. These notes are senior
unsecured obligations of Cliffs Drilling, ranking pari passu in right of
payment with all other senior indebtedness and senior to all subordinated
indebtedness. These notes are unconditionally guaranteed on a senior unsecured
basis by certain subsidiaries of Cliffs Drilling (the "Cliffs Drilling
Subsidiary Guarantors"), which guarantees rank pari passu in right of payment
with all senior indebtedness of the Cliffs Drilling Subsidiary Guarantors and
senior to all subordinated indebtedness of the Cliffs Drilling Subsidiary
Guarantors. The 10.25% Notes are publicly traded and are not guaranteed by the
Company or any other subsidiary of the Company. At January 31, 2001,
approximately $200 million was outstanding under the 10.25% Notes. The 10.25%
Notes were recorded at fair value as part of the R&B Falcon merger.

On or after May 15, 2000, the 10.25% Notes are redeemable at the option of
Cliffs Drilling, in whole or in part, at a price of 105 percent of the
principal amount if redeemed during the 12 months beginning May 15, 2000, at a
price of 102.5 percent of the principal amount if redeemed during the 12
months beginning May 15, 2001, or at a price of 100 percent of the principal
amount if redeemed after May 15, 2002, in each case together with interest
accrued to the redemption date.

The indenture under which the 10.25% Notes are issued imposes significant
operating and financial restrictions on Cliffs Drilling. Such restrictions
affect, and in many respects limit or prohibit, among other things, the
ability of Cliffs Drilling to pay dividends, repurchase stock, make payments
on subordinated indebtedness, make investments, incur additional indebtedness,
make capital expenditures, create liens, sell assets, engage in transactions
with affiliates and engage in merger, consolidation or reorganization
transactions.

The indenture also requires that Cliffs Drilling make an offer to purchase
the notes at an amount equal to 101 percent of the principal amount of the
notes upon the occurrence of certain events constituting a change of control.
The Company's acquisition of R&B Falcon was such an event, and a notice of
change of control and offer to purchase has been delivered to the holders.

12.25% Senior Notes and 11% and 11.375% Secured Notes--In March 1999, R&B
Falcon issued $200.0 million of 12.25% Senior Notes due March 2006 (the
"12.25% Notes"). Also in March 1999, RBF Finance Co., a limited purpose
finance company and a consolidated affiliate of R&B Falcon, issued $400.0
million of 11% Senior Secured Notes due March 2006 (the "11% Secured Notes")
and $400.0 million of 11.375% Senior Secured Notes due March 2009 (the
"11.375% Secured Notes" and collectively, with the 11% Secured Notes, the
"Secured Notes"). The 12.25% Notes are senior unsecured obligations of R&B
Falcon, ranking pari passu in right of payment with all other senior
indebtedness and senior to all subordinated indebtedness. R&B Falcon borrowed
the proceeds from the Secured Notes from RBF Finance Co. pursuant to 10
separate loan agreements, each of which is secured by one of R&B Falcon's
drilling rigs. As a result, R&B Falcon received net proceeds of approximately
$970.6 million after deducting offering expenses. R&B Falcon guaranteed the
payment of the Secured Notes issued by RBF Finance Co. Interest is payable
semiannually on March 15 and September 15 on both the 12.25% Notes and the
Secured Notes. The indentures under which the 12.25% Notes and the Secured
Notes are issued impose certain restrictions on R&B Falcon, including
incurring additional debt, paying dividends, repurchasing stock, making
payments on subordinated debt, selling assets, creating liens, engaging in
sale/leaseback transactions, making investments, engaging in merger,
consolidation or reorganization transactions and engaging in affiliate
transactions. However, the restrictions on incurring additional indebtedness,
paying dividends, repurchasing stock, making payments on subordinated
indebtedness and making investments are suspended during the period that the
12.25% Notes and the Secured Notes are rated as investment grade. At January
31, 2001, approximately $200 million, $400 million and $400 million were
outstanding under the 12.25% Notes, the 11% Secured Notes and the 11.375%
Secured Notes, respectively. The 12.25% Notes and the Secured Notes were
recorded at fair value as part of the R&B Falcon merger.

The indentures also require that R&B Falcon and RBF Finance Co. make an
offer to purchase the 12.25% Notes and the Secured Notes, respectively, for an
amount equal to the principal amount of the notes upon the occurrence of
certain events constituting a change of control of R&B Falcon. Neither R&B
Falcon nor RBF Finance Co. is required to make such an offer as a result of
the Company's acquisition of R&B Falcon because these notes were rated
investment grade at the time of the merger.

The 12.25% Notes are redeemable at the option of R&B Falcon, in whole or in
part, at a make-whole premium with present values calculated using a discount
rate equal to the then-prevailing yield of U.S. treasury notes for a
corresponding remaining term plus 50 basis points, together with interest
accrued to the redemption date. The 11% Secured Notes are redeemable at the
option of RBF Finance Co., in whole or in part, at a make-whole premium with
present values calculated using a discount rate equal to the then-prevailing
yield of U.S. treasury notes for a corresponding remaining term plus 50 basis
points, together with interest accrued to the redemption date. The 11.375%
Secured Notes are redeemable at the option of RBF Finance Co., in whole or in
part, at a price of 105.6875 percent of principal if redeemed during the 12
months beginning March 15, 2004, at

a price of 103.7917 percent of principal if redeemed during the 12 months
beginning March 15, 2005, at a price of 101.8958 percent if redeemed during
the 12 months beginning March 15, 2006, or at a price of 100 percent of
principal if redeemed after March 15, 2007, in each case together with
interest accrued to the redemption date.

Tender Offer, Redemption and Bridge Facility--On March 5, 2001, the Company
entered into a $1.2 billion 364-day revolving credit agreement with a group of
banks led by SunTrust Bank, Atlanta, as syndication agent (the "Bridge
Revolving Credit Agreement"). The purpose of the Bridge Revolving Credit
Agreement is to provide liquidity to the Company in connection with the
redemption of the 12.25% Notes and the 11% Secured Notes and the tender offer
for the 11.375% Secured Notes. Amounts outstanding under the Bridge Revolving
Credit Agreement bear interest, at the Company's option, at a base rate or
LIBOR plus a margin (0.475 percent per annum at March 5, 2001) that will vary
from 0.190 percent to 0.725 percent, depending on the Company's senior
unsecured public debt rating. A utilization fee (0.125 percent per annum at
March 5, 2001) is payable if amounts outstanding under the Bridge Revolving
Credit Agreement are greater than $396 million. The Bridge Revolving Credit
Agreement contains substantially the same restrictive covenants as are
contained in the Term Loan Agreement and the SunTrust Revolving Credit
Agreements.

On March 5, 2001, R&B Falcon commenced a tender offer for all of the
outstanding 11.375% Secured Notes. Under the terms of the offer, R&B Falcon
will purchase the outstanding 11.375% Secured Notes at a purchase price
determined by reference to a fixed spread of 50 basis points over the yield to
maturity of the United States Treasury 4 3/4% Note due February 15, 2004, plus
accrued interest to the date of payment of such purchase price. The purchase
price includes an amount equal to 3 percent of the principal amount that will
be paid only for 11.375% Secured Notes tendered at or prior to a "consent
payment deadline," which is expected to be 5:00 P.M., New York City time, on
March 22, 2001. In connection with the offer, R&B Falcon is also seeking
consents to certain proposed amendments to the Indenture under which the
11.375% Secured Notes were issued. The offer will expire at 5:00 P.M., New
York City time, on April 9, 2001, unless extended or earlier terminated.
Payment for the tendered 11.375% Secured Notes will be made in same day funds
on the first business day following expiration of the offer, or as soon
thereafter as practicable.

Concurrently with the launch of the offer, RBF Finance Co. has called the
11% Secured Notes and R&B Falcon has called the 12.25% Notes for redemption on
April 6, 2001, in each case at the applicable redemption price.

The Company has agreed to provide R&B Falcon with sufficient funds to pay
for all securities purchased pursuant to the offer or redeemed in the
redemption. The Company expects to obtain the funds to pay for the tender and
call offers by issuing commercial paper, drawing down on the Bridge Revolving
Credit Agreement or long-term debt financing, or by a combination of the
foregoing sources. The Company expects to incur an estimated $18 million
extraordinary loss, net of tax, in the second quarter of 2001 related to the
early extinguishment of this debt.

The Company may seek to refinance additional indebtedness, although there
can be no assurance that it will do so.

Project Financing--In August 1999, a subsidiary of R&B Falcon completed a
$250.0 million project financing for the construction of the Deepwater
Nautilus in which such subsidiary received net proceeds of approximately
$245.2 million. The financing consists of two five-year notes. The first note
is for $200.0 million and bears interest at 7.31 percent, with monthly
interest payments, which commenced in September 1999, and monthly principal
payments which commenced in June 2000. The second note is for $50.0 million
and bears interest at 9.41 percent, with monthly interest payments, which
commenced in September 1999, and a balloon principal payment which is due at
maturity of the loan in May 2005. Both notes are collateralized by the
Deepwater Nautilus and drilling contract revenues from such rig and are
without recourse to R&B Falcon. At January 31, 2001, approximately $177
million and $50 million were outstanding under these notes, respectively.
These notes were recorded at fair value as part of the R&B Falcon merger.

Letters of Credit--On August 31, 2000, R&B Falcon entered into a $70.0
million letter of credit facility with three banks. Under this facility, R&B
Falcon pays letter of credit fees of 2 percent per annum on the amount of
letters of credit issued under the facility and a commitment fee of 0.5
percent per annum on the unused portion of the facility. Effective January 31,
2001, the fees were reduced to 1.5 percent per annum and 0.375 percent per
annum, respectively, because R&B Falcon's senior unsecured debt ratings were
raised to certain levels by the credit rating agencies. This facility requires
R&B Falcon to meet certain financial covenants, including consolidated
tangible net worth of $900 million plus 100 percent of equity proceeds and 50
percent of net income; working capital ratio of 1.5 percent to 1, and a
collateral value ratio of 1.75 times the commitment, matures in April 2004,
and is secured by mortgages on five of R&B Falcon's drilling rigs, the J.W.
McLean, J.T. Angel, Randolph Yost, D.R. Stewart and George H. Galloway. At
January 31, 2001, R&B Falcon had letters of credit outstanding and unused
commitments totaling $56.6 million and $13.4 million, respectively.

Acquisitions and Dispositions

The Company, from time to time, reviews possible acquisitions of businesses
and drilling units, and may in the future make significant capital commitments
for such purposes. Any such acquisition could involve the payment by the
Company of a substantial amount of cash or the issuance of a substantial
number of additional ordinary shares or other securities. The Company would
likely fund the cash portion of any such acquisition through the cash balance
on hand, the incurrence of additional debt, sales of assets, ordinary shares
or other securities or a combination thereof. In addition, the Company, from
time to time, reviews possible dispositions of drilling units.

On January 31, 2001, the Company announced the closing of its merger with
R&B Falcon creating the world's largest offshore drilling contractor. Pursuant
to the merger agreement, the Company issued approximately 106 million ordinary
shares to R&B Falcon shareholders at the exchange ratio of 0.5 shares of the
Company's shares for each share of R&B Falcon. Following the merger, the
Company's ordinary shares issued and outstanding were approximately 317
million. The purchase price was approximately $6.7 billion based on the number
of the Company's ordinary shares issued in the merger and the average closing
price of the Company's ordinary shares for a period immediately before and
after the date the merger was announced, plus estimated direct costs and the
estimated fair value of R&B Falcon stock options and warrants assumed in the
merger. The assets and liabilities of R&B Falcon will be recorded at their
estimated fair values at the date of the merger, with the excess of the
purchase price over the sum of such fair values recorded as goodwill.

As a result of the R&B Falcon merger, the Company assumed warrants to
purchase shares of R&B Falcon's common stock. As adjusted pursuant to the
merger, each warrant is exercisable for 17.5 ordinary shares of the Company
(5,127,500 ordinary shares in the aggregate) at an exercise price of $19 per
share. The warrants expire on May 1, 2009.

In February 2000, the Company sold its coiled tubing drilling services
business to Schlumberger. The net proceeds from the sale were $24.9 million
and no gain or loss was recognized on the sale. The Company's interests in its
Transocean-Nabors Drilling Technology L.L.C. and DeepVision L.L.C. joint
ventures were excluded from the sale. The proceeds from the sale were used to
repay debt and for general corporate purposes.

In July 2000, the Company sold the semisubmersible Transocean Discoverer.
Net proceeds from the sale of the rig, which had been idle in the U.K. sector
of the North Sea since February 2000, totaled $42.7 million and resulted in a
net gain of $9.5 million, or $0.04 per diluted share. The proceeds from the
sale were used for general corporate purposes.

In February 2001, Sea Wolf Drilling Limited ("Sea Wolf"), a joint venture
in which the Company holds a 25 percent interest, sold two semisubmersible
rigs, the Drill Star and Sedco Explorer. The Company will accelerate the
amortization of deferred gains relating to both rigs, which are derived from
the original sale of the rigs by the Company to the joint venture. This will
result in the recognition of an incremental pre-tax gain of approximately $27
million during the first quarter of 2001. The Company will continue to operate
the Drill Star,

which has been renamed the Pride North Atlantic, under a bareboat charter
agreement until approximately September 2001. The amortization of the Drill
Star's deferred gain will continue through September and will produce
incremental gains totaling an estimated $12 million in both the second and
third quarters of 2001. The Company's bareboat charter on the Sedco Explorer
has been terminated.

We are also planning to sell our land and barge drilling business in
Venezuela. We are in discussions with possible buyers and expect to close the
sale in the second quarter of 2001, provided we are able to realize an
acceptable purchase price.

Derivative Instruments

The Company, from time to time, may enter into a variety of derivative
financial instruments in connection with the management of its exposure to
fluctuations in foreign exchange rates and interest rates. The Company does
not enter into derivative transactions for speculative purposes; however, for
accounting purposes certain transactions may not meet the criteria for hedge
accounting.

Gains and losses on foreign exchange derivative instruments, which qualify
as accounting hedges, are deferred and recognized when the underlying foreign
exchange exposure is realized. Gains and losses on foreign exchange derivative
instruments, which do not qualify as hedges for accounting purposes, are
recognized currently based on the change in market value of the derivative
instruments. At December 31, 2000, the Company had no material open foreign
exchange contracts.

The Company, from time to time, may use interest rate swap agreements to
effectively convert a portion of its floating rate debt to a fixed rate basis,
reducing the impact of interest rate changes on future income. Interest rate
swaps are designated as a hedge of underlying future interest payments. The
interest rate differential to be received or paid on the swaps is recognized
over the lives of the swaps as an adjustment to interest expense. The interest
rate swap agreements were recorded at fair value as part of the Sedco Forex
merger. See "--Liquidity and Capital Resources--Debt--Secured Loan Agreement."

Sources of Liquidity

The Company believes that its cash and cash equivalents, cash generated
from operations, borrowings available under its SunTrust Revolving Credit
Agreements and access to other financing sources will be adequate to meet its
anticipated short-term and long-term liquidity requirements, including
scheduled debt repayments and capital expenditures for new rig construction
and upgrade projects.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended. In June 1999, the
FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB 133, to delay the required
effective date for adoption of SFAS No. 133 to fiscal years beginning after
June 15, 2000. SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, amended the accounting and reporting standards of
SFAS No. 133 for certain derivative instruments, hedging activities and
decisions made by the Derivatives Implementation Group. The Company adopted
SFAS No. 133 as of January 1, 2001. Because of the Company's limited use of
derivatives to manage its exposure to fluctuations in foreign currency
exchange rates and interest rates, the adoption of the new statement had no
effect on the consolidated financial position or results of operations of the
Company.

October 1, 2000 and evaluated its treatment of revenues related to contract
preparation, mobilization and demobilization of drilling units. The adoption
of the new guidelines had no material effect on the consolidated financial
position or results of operations of the Company.

Forward-Looking Information

The statements included in this annual report regarding future financial
performance and results of operations and other statements that are not
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Statements to the effect that the Company or management
"anticipates," "believes," "budgets," "estimates," "expects," "forecasts,"
"intends," "plans," "predicts," or "projects" a particular result or course of
events, or that such result or course of events "could," "might," "may,"
"scheduled" or "should" occur, and similar expressions, are also intended to
identify forward-looking statements. Forward-looking statements in this annual
report include, but are not limited to, statements involving expected capital
expenditures, adequacy of source of funds for liquidity needs, results and
effects of legal proceedings, liabilities for tax issues, adequacy of
insurance coverage, the timing and cost of completion of capital projects,
timing of delivery of drilling units, expiration of rig contracts, potential
revenues, increased expenses, customer drilling programs, utilization rates,
dayrates, the Company's other expectations with regard to outlook, number and
timing of idle rig days, timing of the sale of the land and barge drilling
business in Venezuela, timing of completion of turnkey commitments,
refinancing of indebtedness and the effects of the R&B Falcon merger. Such
statements are subject to numerous risks, uncertainties and assumptions,
including but not limited to, worldwide demand for oil and gas, uncertainties
relating to the level of activity in offshore oil and gas exploration and
development, exploration success by producers, oil and gas prices, demand for
offshore rigs, competition and market conditions in the contract drilling
industry, our ability to successfully integrate the operations of acquired
businesses, the significant amount of debt acquired in the R&B Falcon merger,
costs and other difficulties related to the R&B Falcon merger, delays or
termination of drilling contracts due to a number of events, cost overruns on
shipyard projects and possible cancellation of drilling contracts as a result
of delays or performance, work stoppages by shipyard workers where our
newbuilds are being constructed, our ability to enter into and the terms of
future contracts, the availability of qualified personnel, labor relations and
the outcome of negotiations with unions representing workers, operating
hazards, political and other uncertainties inherent in non-U.S. operations
(including exchange and currency fluctuations), the impact of governmental
laws and regulations, compliance with or breach of environmental laws, the
adequacy of sources of liquidity, the effect of litigation and contingencies,
other factors affecting operations discussed above and other factors discussed
in this annual report and in the Company's other filings with the SEC, which
are available free of charge on the SEC's website at www.sec.gov. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated. You should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any
forward-looking statements.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company's exposure to market risks for changes in interest rates
relates primarily to the Company's long-term debt obligations. The table below
provides information about the Company's financial instruments that are
sensitive to changes in interest rates as of December 31, 2000. The table
presents expected cash flows and related weighted-average interest rates
expected by maturity dates. Weighted-average variable rates are based on
estimated LIBOR as of December 31, 2000, plus applicable margins. The fair
value of fixed rate debt is based on the estimated yield to maturity for each
debt issue as of December 31, 2000.

As of December 31, 2000:

Expected Maturity Date Fair
---------------------------------------------------------- Value
2001 2002 2003 2004 2005 Thereafter Total 12/31/00
----- ------ ------ ------ ------ ---------- -------- --------
(In millions, except interest rate percentages)

Long-term debt
Fixed Rate (a)......... $23.0 $ 24.0 $ 18.6 $ 19.1 -- $1,165.0 $1,249.7 $906.6
Average interest
rate................ 7.5% 7.5% 7.4% 7.2% -- 4.1% 4.3%
Variable Rate.......... -- $100.0 $150.0 $150.0 $180.1 -- $ 580.1 $580.1
Average interest
rate................ -- 6.5% 6.5% 6.5% 6.5% -- 6.5%

--------
(a) Reflects payment of face value of debt and does not reflect fair market
value of debt as assumed in the Sedco Forex merger.

Foreign Exchange Risk

The Company operates internationally, resulting in exposure to foreign
exchange risk. The Company uses a variety of techniques to minimize the
exposure to foreign exchange risk, including customer contract terms and the
use of foreign exchange derivative instruments or spot purchases. The Company
does not enter into derivative transactions for speculative purposes. At
December 31, 2000 the Company had no material open foreign exchange contracts.

ITEM 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors
Transocean Sedco Forex Inc.

We have audited the accompanying consolidated balance sheets of Transocean
Sedco Forex Inc. and Subsidiaries as of December 31, 2000 and 1999, the
related consolidated statements of operations, equity, and cash flows for the
year ended December 31, 2000, and the related combined statements of
operations, equity, and cash flows for the year ended December 31, 1999. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Transocean
Sedco Forex Inc. and Subsidiaries at December 31, 2000 and 1999, the
consolidated results of their operations and their cash flows for the year
ended December 31, 2000, and the combined results of their operations and
their cash flows for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

/s/ Ernst & Young LLP

Houston, Texas
January 25, 2001

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Schlumberger Limited

In our opinion the accompanying combined statements of income,
shareholders' equity and cash flows for the year ended December 31, 1998
present fairly, in all material respects, the results of operations and cash
flows of Transocean Sedco Forex Inc. (previously Sedco Forex Holdings Limited)
for the year ended December 31, 1998, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion. We have not audited the financial statements of Transocean
Sedco Forex Inc. (previously Sedco Forex Holdings Limited) for any period
subsequent to December 31, 1998.

/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
New York, New York
August 6, 1999

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31,
--------------------------------
2000 1999 1998
---------- -------- ----------
(In thousands, except per
share data)

Operating Revenues.......................... $1,229,513 $648,236 $1,090,523
---------- -------- ----------
Costs and Expenses
Operating and maintenance................. 812,563 448,917 562,565
Depreciation and amortization............. 259,477 131,933 124,707
General and administrative................ 42,141 16,703 25,986
---------- -------- ----------
1,114,181 597,553 713,258
---------- -------- ----------
Gain (Loss) From Sale of Assets............. 17,751 (1,339) --
---------- -------- ----------
Operating Income............................ 133,083 49,344 377,265
---------- -------- ----------
Other Income (Expense), Net
Equity in earnings of joint ventures...... 9,393 5,610 5,389
Interest income........................... 6,219 5,433 3,361
Interest expense, net of amounts
capitalized.............................. (3,025) (10,250) (12,950)
Other, net................................ (1,254) (830) 956
---------- -------- ----------
11,333 (37) (3,244)
---------- -------- ----------
Income Before Income Taxes, Minority
Interest and Extraordinary Item............ 144,416 49,307 374,021
Income Tax Expense (Benefit)................ 36,699 (9,296) 32,443
Minority Interest........................... 593 500 --
---------- -------- ----------
Income Before Extraordinary Item............ 107,124 58,103 341,578
Gain on Extraordinary Item, Net of Tax...... 1,424 -- --
---------- -------- ----------
Net Income.................................. $ 108,548 $ 58,103 $ 341,578
========== ======== ==========
Basic Earnings Per Share (Unaudited pro
forma prior to the effective date of the
Sedco Forex merger)
Income Before Extraordinary Item.......... $ 0.51 $ 0.53 $ 3.12
Gain on Extraordinary Item, Net of Tax.... 0.01 -- --
---------- -------- ----------
Net Income.............................. $ 0.52 $ 0.53 $ 3.12
========== ======== ==========
Diluted Earnings Per Share (Unaudited pro
forma prior to the effective date of the
Sedco Forex merger)
Income Before Extraordinary Item.......... $ 0.50 $ 0.53 $ 3.12
Gain on Extraordinary Item, Net of Tax.... 0.01 -- --
---------- -------- ----------
Net Income.............................. $ 0.51 $ 0.53 $ 3.12
========== ======== ==========
Weighted Average Shares Outstanding
(Unaudited pro forma prior to the effective
date of the Sedco Forex merger)
Basic..................................... 210,419 109,564 109,564
---------- -------- ----------
Diluted................................... 211,672 109,636 109,636
---------- -------- ----------

Dividends Paid Per Share.................... $ 0.12 $ -- $ --

See accompanying notes.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,
---------------------
2000 1999
---------- ----------
(In thousands,
except share data)

ASSETS
Cash and Cash Equivalents................................ $ 34,539 $ 165,673
Accounts Receivable
Trade.................................................. 268,826 235,342
Other.................................................. 27,139 57,286
Materials and Supplies................................... 89,522 77,058
Deferred Income Taxes.................................... 18,055 12,562
Other Current Assets..................................... 10,051 10,945
---------- ----------
Total Current Assets..................................... 448,132 558,866
---------- ----------
Property and Equipment................................... 6,003,224 5,498,116
Less Accumulated Depreciation............................ 1,308,190 1,153,614
---------- ----------
Property and Equipment, net............................ 4,695,034 4,344,502
---------- ----------
Goodwill, net............................................ 1,037,855 1,067,594
Investments in and Advances to Joint Ventures............ 105,929 101,892
Other Assets............................................. 71,814 67,316
---------- ----------
Total Assets......................................... $6,358,764 $6,140,170
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts Payable......................................... $ 135,557 $ 144,538
Accrued Income Taxes..................................... 113,056 111,853
Current Portion of Long-Term Debt........................ 23,120 78,584
Deferred Gain on Sale of Rigs............................ 57,689 26,167
Other Current Liabilities................................ 165,776 167,379
---------- ----------
Total Current Liabilities............................ 495,198 528,521
---------- ----------
Long-Term Debt........................................... 1,430,266 1,187,578
Deferred Income Taxes.................................... 359,175 383,991
Deferred Gain on Sale of Rigs............................ 12,090 69,779
Other Long-Term Liabilities.............................. 57,928 60,162
---------- ----------
Total Long-Term Liabilities.......................... 1,859,459 1,701,510
---------- ----------
Commitments and Contingencies
Preference Shares, $0.10 par value; 50,000,000 shares
authorized, none issued and outstanding................. -- --
Ordinary Shares, $0.01 par value; 300,000,000 shares
authorized, 210,710,363 shares issued and outstanding at
December 31, 2000; 210,119,501 shares issued and
outstanding at December 31, 1999........................ 2,107 2,101
Additional Paid-in Capital............................... 3,918,717 3,908,038
Retained Earnings........................................ 83,283 --
---------- ----------
Total Shareholders' Equity........................... 4,004,107 3,910,139
---------- ----------
Total Liabilities and Shareholders' Equity........... $6,358,764 $6,140,170
========== ==========

See accompanying notes.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Ordinary
Shares Additional Pre-
--------------- Paid-in Retained Merger Total
Shares Amount Capital Earnings Equity Equity
------- ------ ---------- -------- -------- ----------
(In thousands, except per share data)

Balance at December 31,
1997................... $362,894 $ 362,894
Net income............ 341,578 341,578
Advances to related
parties and other.... (140,090) (140,090)
------- ------ ---------- -------- -------- ----------
Balance at December 31,
1998................... 564,382 564,382
Net income............ 58,103 58,103
Advances from related
parties and other.... 299,578 299,578
Merger with Transocean
Offshore Inc......... 210,120 $2,101 $3,908,038 (922,063) 2,988,076
------- ------ ---------- -------- -------- ----------
Balance at December 31,
1999................... 210,120 2,101 3,908,038 -- -- 3,910,139
Net income............ -- -- -- $108,548 -- 108,548
Issuance of ordinary
shares under stock-
based compensation
plans................ 605 5 16,629 -- -- 16,634
Other................. (15) 1 (5,950) -- -- (5,949)
Cash dividends ($0.12
per share)........... -- -- -- (25,265) (25,265)
------- ------ ---------- -------- -------- ----------
Balance at December 31,
2000................... 210,710 $2,107 $3,918,717 $ 83,283 $ -- $4,004,107
======= ====== ========== ======== ======== ==========

See accompanying notes.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,
-------------------------------
2000 1999 1998
--------- --------- ---------
(In thousands)

Cash Flows from Operating Activities
Net income.................................. $ 108,548 $ 58,103 $ 341,578
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization............. 259,477 131,933 124,707
Deferred income taxes..................... (30,100) (24,253) (16,039)
1999 and 1998 charges..................... -- 29,409 23,350
Equity in earnings of joint ventures...... (9,393) (5,610) (5,389)
(Gain) Loss from sale of assets........... (15,025) 1,339 --
Deferred income, net...................... (20,696) (26,167) (26,000)
Deferred expenses, net.................... (18,594) -- --
Amortization of debt discount and issue
costs.................................... 9,433 -- --
Tax benefit from exercise of stock
options.................................. 1,907 -- --
Other, net................................ (6,965) (238) --
Changes in operating assets and liabilities
Accounts receivable....................... (5,855) 100,547 (18,297)
Accounts payable and accrued liabilities.. (58,649) (22,505) 27,703
Receivable/payable with related parties,
net...................................... -- 19,460 1,201
Income taxes receivable/payable, net...... 1,203 (21,504) 15,062
Other current assets...................... (17,909) 123 5,538
--------- --------- ---------
Net Cash Provided by Operating Activities... 197,382 240,637 473,414
--------- --------- ---------
Cash Flows from Investing Activities
Capital expenditures........................ (574,703) (537,029) (424,749)
Cash acquired in merger with Transocean
Offshore Inc............................... -- 439,780 --
Proceeds from sale of coiled tubing drilling
services business.......................... 24,871 -- --
Other proceeds from disposal of assets,
net........................................ 56,269 693 --
Other, net.................................. 649 6,403 3,205
--------- --------- ---------
Net Cash Used in Investing Activities....... (492,914) (90,153) (421,544)
--------- --------- ---------
Cash Flows from Financing Activities
Net proceeds from issuance of Zero Coupon
Convertible Debentures..................... 489,081 -- --
Net repayments on ABN Revolving Credit
Agreement.................................. (54,900) -- --
Repayments on Secured Loan Agreement........ (235,174) -- --
Repayments on Secured Rig Financing......... (16,504) (15,303) (59,406)
Repayments on Notes Payable................. (4,615) -- --
Proceeds from issuance of ordinary shares
under stock-based compensation plans....... 14,402 -- --
Dividends paid.............................. (25,265) -- --
Proceeds from debt to related parties....... -- 371,720 250,080
Repayments of debt to related parties....... -- (779,122) (22,063)
Advances and other (to) from related
parties, net............................... -- 265,523 (140,090)
Other, net.................................. (2,627) (2,110) (1,027)
--------- --------- ---------
Net Cash Provided by (Used in) Financing
Activities................................. 164,398 (159,292) 27,494
--------- --------- ---------
Net (Decrease) Increase in Cash and Cash
Equivalents.................................. (131,134) (8,808) 79,364
--------- --------- ---------
Cash and Cash Equivalents at Beginning of
Period....................................... 165,673 174,481 95,117
--------- --------- ---------
Cash and Cash Equivalents at End of Period.... $ 34,539 $ 165,673 $ 174,481
========= ========= =========

See accompanying notes.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Principles of Consolidation

Transocean Sedco Forex Inc. (together with its subsidiaries and
predecessors, unless the context requires otherwise, the "Company," "we" or
"our") is a leading international provider of offshore contract drilling
services for oil and gas wells. The Company's mobile offshore drilling fleet
is considered one of the most modern and versatile fleets in the world. The
Company specializes in technically demanding segments of the offshore drilling
business with a particular focus on deepwater and harsh environment drilling
services. As of December 31, 2000, the Company owned, had partial ownership
interests in or operated 75 mobile offshore and barge drilling units
(including four under construction). As of this date, the Company's active
fleet consisted of 15 high-specification semisubmersibles, 29 other
semisubmersibles, seven drillships, 17 jackup rigs, four drilling barges and
three tenders. In addition, the fleet included one mobile offshore production
unit and two land drilling rigs. The Company contracts its drilling rigs,
related equipment and work crews primarily on a dayrate basis to drill oil and
gas wells.

The balance sheets as of December 31, 2000 and 1999, the statement of cash
flows and the statement of operations for the year ended December 31, 2000
represent the consolidated financial position, cash flows and results of
operations of the merged company. The statements of cash flows and the
statements of operations for the years ended December 31, 1999 and 1998,
represent the cash flows and results of operations of Sedco Forex and not
those of historical Transocean Offshore Inc. Intercompany transactions and
accounts have been eliminated. The equity method of accounting is used for
investments in joint ventures owned 50 percent or less.

The combined financial statements for the periods prior to the Sedco Forex
merger represent the offshore contract drilling service business of
Schlumberger, which comprised certain businesses, operations, assets and
liabilities of Sedco Forex and its subsidiaries and of Schlumberger and its
subsidiaries, as defined in the Distribution Agreement (see Note 3). Although
Sedco Forex was not a separate public company prior to the merger, the
combined financial statements are presented as if Sedco Forex had existed as
an entity separate from its parent, Schlumberger. The combined financial
statements include the historical revenues and expenses and cash flows that
were directly related to the offshore contract drilling service business of
Schlumberger for the years ended December 31, 1999 and 1998 and have been
prepared using Schlumberger's historical results of operations of Sedco Forex.

Prior to the Sedco Forex merger, certain Schlumberger corporate expenses,
including centralized research and engineering, legal, accounting, employee
benefits, real estate, insurance, information technology services, treasury
and other corporate and infrastructure costs, although not directly
attributable to Sedco Forex's operations, were allocated to Sedco Forex on
bases that Schlumberger and Sedco Forex considered to be a reasonable
reflection of the utilization of services provided or the benefit received by
Sedco Forex (see Note 17). The financial information for the period prior to
the Sedco Forex merger included herein may not reflect the consolidated
operating results and cash flows of Sedco Forex had it been a separate, stand-
alone entity during the periods presented.

Because Sedco Forex historically was not operated as a separate, stand-
alone entity, and in many cases Sedco Forex's results were included in the
consolidated financial statements of Schlumberger on a divisional basis, there
are no separate meaningful historical equity accounts for Sedco Forex prior to
the merger.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Certain assets and liabilities included in the financial statements for the
periods prior to the Sedco Forex merger, primarily associated with employee
benefits, income taxes and balances due to or from Schlumberger companies
other than Sedco Forex, were retained by Schlumberger in accordance with the
Distribution Agreement (see Note 3).

Note 2--Summary of Significant Accounting Policies

Accounting Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States ("U.S.")
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, expenses and disclosure of
contingent liabilities. Actual results could differ from such estimates.

Cash and Cash Equivalents--Cash equivalents are stated at cost plus accrued
interest, which approximates fair value. Cash equivalents are highly liquid
debt instruments with an original maturity of three months or less and consist
of time deposits with a number of commercial banks with high credit ratings,
Eurodollar time deposits, certificates of deposit and commercial paper. The
Company may also invest excess funds in no-load, open-end, management
investment trusts ("mutual funds"). The mutual funds invest exclusively in
high quality money market instruments. Generally, the maturity date of the
Company's investments is the next day of business.

Materials and Supplies--Materials and supplies are carried at average cost
less an allowance for obsolescence. Such allowance was $23.1 million and $23.3
million as of December 31, 2000 and 1999, respectively.

Property and Equipment--Property and equipment, consisting primarily of
offshore drilling rigs and related equipment, are carried at cost. Property
and equipment obtained in the Sedco Forex merger (see Note 3) were recorded at
fair value. The Company generally provides for depreciation on the straight-
line method after allowing for salvage values. Expenditures for renewals,
replacements and improvements are capitalized. Maintenance and repairs are
charged to operating expense as incurred. Upon sale or other disposition, the
applicable amounts of asset cost and accumulated depreciation are removed from
the accounts and the net amount, less proceeds from disposal, is charged or
credited to income.

As a result of the Sedco Forex merger, the Company conformed its policies
relating to estimated rig lives and salvage values. Estimated useful lives of
its offshore drilling units now range from 18 to 35 years, reflecting
maintenance history and market demand for these drilling units, buildings and
improvements from 10 to 30 years and machinery and equipment from four to 12
years. Depreciation expense for the year ended December 31, 2000 was reduced
by approximately $71.9 million (net $0.34 per diluted share) as a result of
conforming these policies.

Goodwill--The excess of the purchase price over the estimated fair value of
net assets acquired is accounted for as goodwill and is amortized on a
straight-line basis over 40 years. The amortization period is based on the
nature of the offshore drilling industry, long-lived drilling equipment and
the long-standing relationships with core customers. Accumulated amortization
as of December 31, 2000 totaled $26.7 million.

Impairment of Long-Lived Assets--The carrying value of long-lived assets,
principally goodwill and property and equipment, is reviewed for potential
impairment when events or changes in circumstances indicate that the carrying
amount of such assets may not be recoverable. For property and equipment held
for use, the determination of recoverability is made based upon the estimated
undiscounted future net cash flows of the related asset. Property and
equipment held for sale are recorded at the lower of net book value or net
realizable value. For goodwill, the determination of recoverability is made
based upon a comparison of the Company's net book value to the value indicated
by the market price of its equity securities.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Operating Revenues and Expenses--Operating revenues are recognized as
earned, based on contractual daily rates or on a fixed price basis. Turnkey
profits are recognized on completion of the well and acceptance by the
customer; however, provisions for losses are made on contracts in progress
when losses are anticipated. In connection with drilling contracts, the
Company may receive lump sum fees for the mobilization of equipment and
personnel or for capital improvements to rigs. In connection with contracted
mobilizations, revenues earned and related costs incurred are deferred and
recognized over the primary contract term of the drilling project. Costs of
relocating drilling units without contracts to more promising market areas are
expensed as incurred. Upon completion of drilling contracts, any
demobilization fees received are reflected in income, as are any related
expenses. Capital upgrade fees received are deferred and recognized as revenue
over the primary contract term of the drilling project. The actual cost
incurred for the capital upgrade is depreciated over the estimated useful life
of the asset. The Company incurs periodic survey and drydock costs in
connection with obtaining regulatory certification to operate its rigs on an
ongoing basis. Costs associated with these certifications are deferred and
amortized over the period until the next survey.

Capitalized Interest--Interest costs for the construction and upgrade of
qualifying assets are capitalized. The Company capitalized interest costs on
construction work in progress of $86.6 million, $27.2 million and $8.7 million
for the years ended December 31, 2000, 1999 and 1998, respectively.

Derivative Instruments--The Company, from time to time, may enter into a
variety of derivative financial instruments in connection with the management
of its exposure to fluctuations in foreign exchange rates and interest rates.
The Company does not enter into derivative transactions for speculative
purposes; however, for accounting purposes certain transactions may not meet
the criteria for hedge accounting (see Note 7).

Foreign Currency Translation--The U.S. dollar is the functional currency
for the Company's foreign operations. Foreign currency exchange gains and
losses are included in other income as incurred. Net foreign currency gains
(losses) were $(1.4) million, $(0.8) million and $1.0 million for the years
ended December 31, 2000, 1999 and 1998, respectively.

Income Taxes--Income taxes have been provided based upon the tax laws and
rates in the countries in which operations are conducted and income is earned.
The income tax rates imposed by these taxing authorities vary substantially.
Taxable income may differ from pre-tax income for financial accounting
purposes. Deferred tax assets and liabilities are recognized for the
anticipated future tax effects of temporary differences between the financial
statement basis and the tax basis of the Company's assets and liabilities
using the applicable tax rates in effect at year end. A valuation allowance
for deferred tax assets is recorded when it is more likely than not that some
or all of the benefit from the deferred tax asset will not be realized. Prior
to the Sedco Forex merger, the provision for income taxes in the combined
financial statements was determined on a separate return basis (see Note 10).

Segments--The Company's operations share similar economic characteristics
and have been aggregated into one reportable segment. The Company operates in
one industry segment, offshore contract drilling services. The Company
provides these services with different types of offshore drilling equipment
located in several geographic regions. The location of the Company's rigs and
the allocation of resources to build or upgrade rigs is determined by the
activities and needs of customers (see Note 15).

Stock-Based Compensation--In accordance with the provisions of the
Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standard ("SFAS") No. 123, Accounting for Stock-Based Compensation,
the Company has elected to follow the Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations
("APB 25") in accounting for its employee stock-based compensation plans.
Under APB 25, if the exercise price of employee stock options equals or
exceeds the fair value of the underlying stock on the date of grant, no
compensation expense is recognized (see Note 12).

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Comprehensive Income--Comprehensive income is reported in accordance with
SFAS No. 130, Reporting Comprehensive Income. There were no significant items
of comprehensive income for the three years ended December 31, 2000.

New Accounting Pronouncements--In June 1998, the FASB issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended. In
June 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments
and Hedging Activities--Deferral of the Effective Date of FASB 133, to delay
the required effective date for adoption of SFAS No. 133 to fiscal years
beginning after June 15, 2000. SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities, amended the accounting and
reporting standards of SFAS No. 133 for certain derivative instruments,
hedging activities and decisions made by the Derivatives Implementation Group.
The Company adopted SFAS No. 133 as of January 1, 2001. Because of the
Company's limited use of derivatives to manage its exposure to fluctuations in
foreign currency exchange rates and interest rates, the adoption of the new
statement had no effect on the consolidated financial position or results of
operations of the Company.

In December 1999, the U.S. Securities and Exchange Commission ("SEC")
released Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. This bulletin provides guidance on how the existing
rules on revenue recognition should be applied. The Company adopted SAB No.
101 as of October 1, 2000 and evaluated its treatment of revenues related to
contract preparation, mobilization and demobilization of drilling units. The
adoption of the new guidelines had no material effect on the consolidated
financial position or results of operations of the Company.

Reclassifications--Certain reclassifications have been made to prior period
amounts to conform with the current year presentation.

Note 3--Distribution, Spin-off and Merger

Pursuant to the Distribution Agreement dated July 12, 1999 between
Schlumberger and Sedco Forex ("Distribution Agreement"), Schlumberger
separated and combined its offshore contract drilling service business under
Sedco Forex. In December 1999, Schlumberger made a net capital contribution of
$226.7 million to Sedco Forex to adjust Sedco Forex's level of indebtedness
and cash balances to those required by the terms of the Distribution
Agreement.

In accordance with the Distribution Agreement, certain Sedco Forex assets
and liabilities, primarily associated with employee benefits, income taxes and
balances due to or from Schlumberger companies other than Sedco Forex were
retained by Schlumberger. The net liabilities retained totaled $30.9 million
and were treated as a capital contribution by Schlumberger.

On December 30, 1999, Schlumberger completed the spin-off of Sedco Forex to
the Schlumberger shareholders by issuing one share of Sedco Forex capital
stock for each share of Schlumberger common stock owned.

On December 31, 1999, the merger of Transocean Offshore Inc. and Sedco
Forex was completed. Under the terms of the Agreement and Plan of Merger dated
July 12, 1999 among Schlumberger, Sedco Forex, Transocean Offshore Inc. and
Transocean SF Limited, a wholly owned Transocean Offshore Inc. subsidiary,
Transocean SF Limited merged with and into Sedco Forex, and Schlumberger
shareholders exchanged all of the Sedco Forex shares distributed by
Schlumberger for 109,564,268 ordinary shares of the Company, of which 145,102
ordinary shares were sold on the market for cash paid in lieu of fractional
shares.

The merger was accounted for as a purchase, with Sedco Forex as the
acquiror for accounting purposes. The purchase price of $2.99 billion is
comprised of the calculated market capitalization of Transocean

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Offshore Inc. of $2.94 billion and the estimated fair value of Transocean
Offshore Inc. stock options at the time of the merger of $0.05 billion. The
market capitalization of Transocean Offshore Inc. was calculated using the
average closing price of Transocean Offshore Inc. ordinary shares over the
seven-day period commencing three days before July 12, 1999, the date the
merger was announced.

The purchase price included, at estimated fair value, current assets of
$638 million, drilling and other property and equipment of $3,029 million,
other assets of $136 million and the assumption of current liabilities of $299
million, other net long-term liabilities of $278 million and long-term debt of
$1,119 million. In addition, a deferred tax liability of $188 million was
recorded primarily for the difference in the basis for tax and financial
reporting purposes of the net assets acquired. The excess of the purchase
price over the estimated fair value of net assets acquired was $1,068 million,
which has been accounted for as goodwill.

Unaudited pro forma combined operating results of Sedco Forex and
Transocean Offshore Inc. for the year ended December 31, 1999 assuming the
acquisition was completed as of January 1, 1999, are summarized as follows:

Year ended
December 31, 1999
---------------------
(In thousands, except
per share data)

Operating revenues.................................. $1,579,058
Operating income.................................... 291,147
Net income.......................................... 237,898
Earnings per share:
Basic............................................. $1.13
Diluted........................................... 1.13

The pro forma information includes adjustments for additional depreciation
based on the fair market value of the drilling and other property and
equipment acquired, the amortization of goodwill arising from the transaction,
decreased interest expense for related party debt replaced by borrowings under
the Term Loan Agreement (see Note 6) and related adjustments for income taxes.
The pro forma information is not necessarily indicative of the results of
operations had the transaction been effected on the assumed date or the
results of operations for any future periods.

Note 4--Upgrade and Expansion of Drilling Fleet

At December 31, 2000, three high-specification semisubmersibles and one
high-specification drillship were under construction.

Note 5--Asset Disposals

In February 2000, the Company sold its coiled tubing drilling services
business to Schlumberger. The net proceeds from the sale were $24.9 million
and no gain or loss was recognized on the sale. The Company's interests in its
Transocean-Nabors Drilling Technology L.L.C and DeepVision L.L.C. joint
ventures were excluded from the sale.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In July 2000, the Company sold a second-generation semisubmersible, the
Transocean Discoverer. Net proceeds from the sale of the rig, which had been
idle in the U.K. sector of the North Sea since February 2000, totaled $42.7
million and resulted in a net gain of $9.5 million, or $0.04 per diluted
share.

Note 6--Debt

Debt is comprised of the following:

December 31,
---------------------
2000 1999
---------- ----------
(In thousands)

Zero Coupon Convertible Debentures(1).................... $ 497,660 $ --
Term Loan Agreement...................................... 400,000 400,000
ABN Revolving Credit Agreement........................... 180,100 235,000
Secured Loan Agreement................................... -- 235,174
8.00% Debentures......................................... 197,856 197,774
7.45% Notes.............................................. 94,139 93,916
Secured Rig Financing.................................... 68,641 85,145
6.90% Notes Payable...................................... 14,929 19,153
Other.................................................... 61 --
---------- ----------
Total Debt............................................... 1,453,386 1,266,162
Less Current Maturities.................................. 23,120 78,584
---------- ----------
Total Long-Term Debt..................................... $1,430,266 $1,187,578
========== ==========

--------
(1) Net of unamortized discount and issue costs

Zero Coupon Convertible Debentures--In May 2000, the Company issued zero
coupon convertible debentures (the "convertible debentures") due May 2020 with
a face value at maturity of $865.0 million. The convertible debentures were
issued at a price to the public of $579.12 per convertible debenture and
accrue original issue discount at a rate of 2.75 percent per annum compounded
semiannually to reach a face value at maturity of $1,000 per convertible
debenture. The Company will pay no interest on the convertible debentures
prior to maturity and has the right to redeem the convertible debentures after
three years for a price equal to the issuance price plus accrued original
issue discount to the date of redemption. A convertible debenture holder has
the right to require the Company to repurchase the convertible debentures on
the third, eighth and thirteenth anniversary of issuance at the issuance price
plus accrued original issue discount to the date of repurchase. The Company
may pay this repurchase price with either cash or ordinary shares or a
combination of cash and ordinary shares. The convertible debentures are
convertible into ordinary shares of the Company at the option of the holder at
any time at a ratio of 8.1566 shares per convertible debenture subject to
adjustments if certain events take place. The indenture and supplemental
indenture pursuant to which the convertible debentures were issued impose
restrictions on certain actions by the Company, including creating liens,
engaging in sale/leaseback transactions and engaging in merger, consolidation
or reorganization transactions. The fair value of the convertible debentures
at December 31, 2000 was approximately $509 million based on the estimated
yield to maturity as of that date.

Term Loan Agreement--The Company is a party to a $400 million unsecured
five-year term loan agreement with a group of banks led by SunTrust Bank,
Atlanta, as agent, dated as of December 16, 1999 (the "Term Loan Agreement").
Amounts outstanding under the Term Loan Agreement bear interest, at the
Company's option, at a base rate or LIBOR plus a margin (0.45 percent per
annum at December 31, 2000) that varies depending on the Company's senior
unsecured public debt rating. No principal payments are required for the first
two years, and the Company may prepay some or all of the debt at any time
without premium or penalty. The Term Loan Agreement requires compliance with
various restrictive covenants and provisions customary for an agreement of

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

this nature including an interest coverage ratio of not less than 3.00 to 1
and a leverage ratio of not greater than 40 percent, and limitations on
mergers and sale of substantially all assets; permitted liens; subsidiary and
certain other types of debt; transactions with affiliates; and sale/leaseback
transactions. The carrying value of the term loan approximates fair value.

Revolving Credit Agreements--The Company was a party to a $540 million
revolving credit agreement with a group of banks led by ABN AMRO Bank, NV, as
agent (the "ABN Revolving Credit Agreement"). Borrowings under the ABN
Revolving Credit Agreement bore interest, at the Company's option, at a base
rate or LIBOR plus a margin (0.20 percent per annum at December 31, 2000) that
varied depending on the Company's funded debt to total capital ratio or its
senior unsecured public debt rating. As of December 31, 2000, $180.1 million
was outstanding and $359.9 million was available for additional borrowings
under the ABN Revolving Credit Agreement. The carrying amount of the
borrowings under the ABN Revolving Credit Agreement approximated fair value.
On January 4, 2001, the Company terminated the ABN Revolving Credit Agreement
and repaid the $180.1 million outstanding through funds borrowed under the
Five-Year Revolver referred to below; accordingly, the $180.1 million due in
2002 was not classified as current because it was management's intent to
refinance on a long-term basis.

In January 2000, the Company agreed to cancel the remaining 14 months of a
contract with a unit of BP for its semisubmersible rig, the Transocean
Amirante, for a cash settlement of $25.1 million. The cash received was used
to repay borrowings under the Secured Loan Agreement relating to the
Transocean Amirante and the security interest in the rig was released by the
banks. The interest rate swap agreement related to the Secured Loan Agreement
was also amended to reflect the reduced amounts subject to the swap. In August
2000, the Company repaid all amounts outstanding under the Secured Loan
Agreement using cash on hand and borrowings under the ABN Revolving Credit
Agreement. The Company also terminated the related interest rate swap

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreement. The Company recognized an extraordinary gain, net of income taxes
of $1.4 million, or $0.01 per diluted share, on this early termination of
debt.

Secured Rig Financing--The Company has outstanding $68.6 million of debt
secured by the Trident IX and the Trident 16 (the "Secured Rig Financing").
Payments under these financing agreements include an interest component of
7.95 percent for the Trident IX and 7.20 percent for the Trident 16. The
Trident IX facility expires in April 2003 while the Trident 16 facility
expires in September 2004. The financing arrangements provide for a call right
on the part of the Company to repay the financing prior to expiration of their
scheduled terms and in some circumstances a put right on the part of the banks
to require the Company to repay the financing. Under either circumstance, the
Company would retain ownership of the rigs. The fair value of the Secured Rig
Financing at December 31, 2000 was approximately $66 million based on the
estimated yield to maturity as of that date.

Notes Payable--The Company has outstanding $16.2 million aggregate
principal amount of unsecured 6.90 percent notes due February 15, 2004 (the
"notes payable") originally issued in a private placement. The note purchase
agreement underlying the notes payable requires compliance with various
restrictive covenants and provisions customary for an agreement of this nature
and on substantially the same terms as those under the Term Loan Agreement.
The notes payable were recorded at fair value as part of the Sedco Forex
merger. The fair value of the notes payable at December 31, 2000 was
approximately $16 million based on the estimated yield to maturity as of that
date.

Expected maturity of the face value of the Company's debt is as follows:

Years ended December 31,
-----------------------------------------------------------------
2001 2002 2003 2004 2005 Thereafter Total
------- -------- -------- -------- -------- ---------- ----------
(In thousands)

Zero Coupon Convertible
Debentures(1).......... $ -- $ -- $ -- $ -- $ -- $ 865,000 $ 865,000
Term Loan Agreement..... -- 100,000 150,000 150,000 -- -- 400,000
ABN Revolving Credit
Agreement.............. -- -- -- -- 180,100 -- 180,100
8.00% Debentures........ -- -- -- -- -- 200,000 200,000
7.45% Notes............. -- -- -- -- -- 100,000 100,000
Secured Rig Financing... 18,505 19,381 13,988 16,739 -- -- 68,613
6.90% Notes Payable..... 4,615 4,615 4,615 2,309 -- -- 16,154
------- -------- -------- -------- -------- ---------- ----------
Total Debt.............. $23,120 $123,996 $168,603 $169,048 $180,100 $1,165,000 $1,829,867
======= ======== ======== ======== ======== ========== ==========

--------
(1) Net of unamortized discount and issue costs

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Letters of Credit--The Company had letters of credit outstanding at
December 31, 2000 totaling $55.3 million, including a letter of credit
relating to the legal dispute with Kvaerner Installasjon a.s ("Kvaerner")
valued at $24.8 million and a letter of credit relating to the legal dispute
with the Indian Customs Department, Mumbai valued at $10.7 million (see Note
11). The remaining amount guarantees various insurance, rig construction and
contract bidding activities.

Note 7--Financial Instruments and Risk Concentration

Foreign Exchange Risk--The Company operates internationally, resulting in
exposure to foreign exchange risk. This risk is primarily associated with
compensation costs denominated in currencies other than the U.S. dollar and
with purchases from foreign suppliers. The Company uses a variety of
techniques to minimize the exposure to foreign exchange risk, including
customer contract payment terms and the use of foreign exchange derivative
instruments.

The Company's primary foreign exchange risk management strategy involves
structuring customer contracts to provide for payment in both U.S. dollars and
local currency. The payment portion denominated in local currency is based on
anticipated local currency requirements over the contract term. Foreign
exchange derivative instruments, specifically, foreign exchange forward
contracts, may be used to minimize foreign exchange risk in instances where
the primary strategy is not attainable. A foreign exchange forward contract
obligates the Company to exchange predetermined amounts of specified foreign
currencies at specified exchange rates on specified dates or to make an
equivalent U.S. dollar payment equal to the value of such exchange.

Gains and losses on foreign exchange derivative instruments, which qualify
as accounting hedges, are deferred and recognized when the underlying foreign
exchange exposure is realized. At December 31, 2000 and 1999, there were no
material unrealized gains or losses on open foreign exchange derivative
hedges. Gains and losses on foreign exchange derivative instruments, which do
not qualify as hedges for accounting purposes, are recognized currently based
on the change in market value of the derivative instruments. As of December
31, 2000 and 1999, the Company did not have any foreign exchange derivative
instruments not qualifying as accounting hedges.

Interest Rate Risk--The Company, from time to time, may use interest rate
swap agreements to effectively convert a portion of its floating rate debt to
a fixed rate basis, reducing the impact of interest rate changes on future
income. Interest rate swaps are designated as a hedge of underlying future
interest payments. These agreements involve the exchange of amounts based on
variable interest rates for amounts based on a fixed interest rate over the
life of the agreement without an exchange of the notional amount upon which
the payments are based. The interest rate differential to be received or paid
on the swaps is recognized over the lives of the swaps as an adjustment to
interest expense. Gains and losses on terminations of interest rate swap
agreements are deferred as an adjustment to interest expense related to the
debt over the remaining term of the original contract life of the terminated
swap agreement. In the event of the early extinguishment of a designated debt
obligation, any realized or unrealized gain or loss from the swap would be
recognized in income. In August 2000, the Company terminated its interest rate
swap agreements when it repaid all amounts outstanding under the Secured Loan
Agreement (see Note 6). The Company recognized an extraordinary gain, net of
income taxes of $1.4 million, on the early termination of debt which included
a gain of $1.9 million relating to the termination of the interest rate swap
agreements.

Credit Risk--Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash and cash equivalents and
trade receivables. It is the Company's practice to place its cash and cash
equivalents in time deposits at commercial banks with high credit ratings or
mutual funds, which invest exclusively in high quality money market
instruments. In foreign locations, local financial institutions are generally
utilized for local currency needs. The Company limits the amount of exposure
to any one institution and does not believe it is exposed to any significant
credit risk.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company derives the majority of its revenue from services to
international oil companies and government-owned and government-controlled oil
companies. There are concentrations of receivables in various countries (see
Note 15). The Company maintains an allowance for uncollectible accounts
receivable based upon expected collectibility. This allowance was
approximately $24.3 million and $27.1 million as of December 31, 2000 and
1999, respectively. The Company is not aware of any significant credit risks
relating to its customer base and does not generally require collateral or
other security to support customer receivables.

Labor Agreements--On a worldwide basis, the Company had approximately 19
percent of its employees working under collective bargaining agreements as of
December 31, 2000, most of whom were working in Norway and Nigeria. Of these
represented employees, a majority are working under agreements that are
subject to salary negotiation in 2001.

Note 8--Other Current Liabilities

Other current liabilities are comprised of the following:

December 31,
-----------------
2000 1999
-------- --------
(In thousands)

Accrued Payroll and Employee Benefits.................. $ 81,151 $ 63,082
Contract Disputes and Legal Claims..................... 36,821 50,454
Accrued Taxes, Other than Income....................... 13,024 14,390
Deferred Revenue....................................... 9,241 --
Accrued Interest....................................... 7,001 10,056
Other.................................................. 18,538 29,397
-------- --------
Total Other Current Liabilities.................... $165,776 $167,379
======== ========

Note 9--Supplemental Cash Flow Information

Non-cash investing activities for the year ended December 31, 2000 included
$45.0 million related to accruals of capital expenditures, which was primarily
due to the settlement with DCN International ("DCN") (see Note 11). The
accruals have been reflected in the consolidated balance sheets as an increase
in Property and Equipment and Accounts Payable.

Non-cash financing activities for the year ended December 31, 1999 included
$2.99 billion related to the ordinary shares held by Transocean Offshore Inc.
shareholders at the time of the Sedco Forex merger. Also included was $34.1
million of non-cash increases in equity advances from Schlumberger relating to
balances retained under the Distribution Agreement (see Note 3). Non-cash
investing activities for the year ended December 31, 1999 included $2.55
billion of net assets acquired in the Sedco Forex merger.

Cash payments for interest were $81.3 million, $39.8 million and $21.4
million for the years ended December 31, 2000, 1999 and 1998, respectively.
Cash payments for income taxes, net, were $63.3 million, $35.3 million and
$30.0 million for the years ended December 31, 2000, 1999 and 1998,
respectively.

Note 10--Income Taxes

Income taxes have been provided based upon the tax laws and rates in the
countries in which operations are conducted and income is earned. There is no
expected relationship between the provision for or benefit from income taxes
and income or loss before income taxes because the countries have taxation
regimes which vary not only with respect to nominal rate, but also in terms of
the availability of deductions, credits and other benefits. Variations also
arise because income earned and taxed in any particular country or countries
may fluctuate from year to year. Transocean Sedco Forex Inc., a Cayman Islands
company, is not subject to income tax in that jurisdiction. The effective tax
rate for the years ended December 31, 2000, 1999 and 1998 was 25.1 percent,
(19.0) percent and 8.7 percent, respectively.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The components of the provision for income taxes are as follows:

Years ended December 31,
----------------------------
2000 1999 1998
-------- -------- --------
(In thousands)

Current provision......................... $ 66,542 $ 14,957 $ 48,482
Deferred benefit.......................... (30,100) (24,253) (16,039)
-------- -------- --------
Income tax expense (benefit) after
extraordinary item....................... 36,442 (9,296) 32,443
Tax effect of extraordinary item.......... 257 -- --
-------- -------- --------
Income Tax Expense (Benefit) before
Extraordinary Item........................ $ 36,699 $ (9,296) $ 32,443
======== ======== ========

Significant components of deferred tax assets and liabilities are as
follows:

December 31,
--------------------
2000 1999
--------- ---------
(In thousands)

Deferred Tax Assets-Current
Accrued personnel taxes.................................. $ 1,250 $ 1,204
Accrued workers' compensation insurance.................. 1,655 422
Other accruals........................................... 11,444 8,877
Retirement and benefit plan accruals..................... 1,126 2,831
Insurance accruals....................................... 1,075 420
Other.................................................... 2,857 929
--------- ---------
Total Current Deferred Tax Assets...................... 19,407 14,683
--------- ---------
Deferred Tax Liabilities-Current
Deferred drydock......................................... (1,352) (2,121)
--------- ---------
Total Current Deferred Tax Liabilities................. (1,352) (2,121)
--------- ---------
Net Current Deferred Tax Assets........................ $ 18,055 $ 12,562
========= =========
Deferred Tax Assets-Noncurrent
Net operating loss carryforwards......................... $ 78,547 $ 28,205
Foreign tax credit carryforwards......................... 12,350 --
Retirement and benefit plan accruals..................... 3,089 5,218
Other accruals........................................... 6,530 13,574
Deferred income and other................................ 3,524 171
Valuation allowance for noncurrent deferred tax assets... (24,660) --
--------- ---------
Total Noncurrent Deferred Tax Assets................... 79,380 47,168
--------- ---------
Deferred Tax Liabilities-Noncurrent
Depreciation and amortization............................ (383,211) (358,705)
Deferred gains........................................... (28,447) (39,774)
Investment in subsidiaries............................... (22,547) (27,213)
Other.................................................... (4,350) (5,467)
--------- ---------
Total Noncurrent Deferred Tax Liabilities.............. (438,555) (431,159)
--------- ---------
Net Noncurrent Deferred Tax Liabilities................ $(359,175) $(383,991)
========= =========

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Deferred tax assets and liabilities are recognized for the anticipated
future tax effects of temporary differences between the financial statement
basis and the tax basis of the Company's assets and liabilities using the
applicable tax rates in effect at year end. A valuation allowance for deferred
tax assets is recorded when it is more likely than not that some or all of the
benefit from the deferred tax asset will not be realized.

In 2000, the Company provided a valuation allowance to offset deferred tax
assets on net operating losses incurred during the year in certain
jurisdictions where, in the opinion of management, it is more likely than not
that the financial statement benefit of these losses will not be realized. In
1999, the Company did not provide a valuation allowance to offset its existing
deferred tax assets because, in the opinion of management, it is more likely
than not that these deferred tax assets will be realized. In the fourth
quarter of 1998, the Company released the valuation allowance related to its
U.K. tax loss carryforwards.

The Company's net operating loss carryforwards include a tax effected U.S.
loss of $25.7 million which will expire in 2020. The remaining $52.8 million
of tax effected U.K. net operating losses do not expire. The Company's foreign
tax credit carryforwards will expire in 2004.

Transocean Sedco Forex Inc., a Cayman Islands company, is not subject to
income taxes in the Cayman Islands. As of December 31, 2000, there is no
Cayman Islands income or profits tax, withholding tax, capital gains tax,
capital transfer tax, estate duty or inheritance tax payable by a Cayman
Islands company or its shareholders. The Company has obtained an assurance
from the Cayman Islands government under the Tax Concessions Law (1995
Revision) that, in the event that any legislation is enacted in the Cayman
Islands imposing tax computed on profits or income, or computed on any capital
assets, gain or appreciation, or any tax in the nature of estate duty or
inheritance tax, such tax shall not, until June 1, 2019, be applicable to the
Company or to any of its operations or to the shares, debentures or other
obligations of the Company. Therefore, under present law there will be no
Cayman Islands tax consequences affecting distributions.

The Company's income tax returns are subject to review and examination in
the various jurisdictions in which the Company operates. Certain tax
authorities have questioned the amounts of income and expense subject to tax
in their jurisdiction for prior periods. The Company is currently contesting
additional assessments which have been asserted and may contest any future
assessments. In the opinion of management, the ultimate resolution of these
asserted income tax liabilities will not have a material adverse effect on the
Company's business, consolidated financial position or results of operations.

In connection with the distribution of Sedco Forex to the Schlumberger
shareholders, Sedco Forex and Schlumberger entered into a Tax Separation
Agreement. In accordance with the terms of the Tax Separation Agreement,
Schlumberger agreed to indemnify Sedco Forex for any tax liabilities incurred
directly in connection with the preparation of Sedco Forex for this
distribution. In addition, Schlumberger agreed to indemnify Sedco Forex for
tax liabilities associated with Sedco Forex operations conducted through
Schlumberger entities prior to the merger and any tax liabilities associated
with Sedco Forex assets retained by Schlumberger.

Transocean Offshore Inc. was included in the consolidated federal income
tax returns filed by a former parent, Sonat Inc. ("Sonat") during all periods
in which Sonat's ownership was greater than or equal to 80 percent
("Affiliation Years"). Transocean Offshore Inc. and Sonat entered into a Tax
Sharing Agreement providing for the manner of determining payments with
respect to federal income tax liabilities and benefits arising in the
Affiliation Years. Under the Tax Sharing Agreement, Transocean Offshore Inc.
will pay to Sonat an amount equal to Transocean Offshore Inc.'s share of the
Sonat consolidated federal income tax liability, generally determined on a
separate return basis. In addition, Sonat will pay Transocean Offshore Inc.
for utilization by Sonat of deductions, losses and credits which are
attributable to Transocean Offshore Inc. and in excess of that which would be
utilized on a separate return basis.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 11--Commitments and Contingencies

Leases--The Company has operating lease commitments expiring at various
dates, principally for real estate, office space, office equipment and rig
bareboat charters. In addition to rental payments, some leases provide that
the Company pay a pro rata share of operating costs applicable to the leased
property. Future minimum payments for noncancellable operating leases are as
follows:

December 31,
--------------
(In thousands)

2001....................................................... $23,021
2002....................................................... 4,811
2003....................................................... 3,960
2004....................................................... 2,911
2005....................................................... 2,627
Thereafter................................................. 10,847
-------
Total.................................................... $48,177
=======

Rental expense for all operating leases, including leases with terms of
less than one year, was $50 million, $37 million and $56 million for the years
ended December 31, 2000, 1999 and 1998, respectively.

Upgrade and Expansion of Drilling Fleet--At December 31, 2000, the Company
had firm commitments related to rig construction and upgrades totaling $44.9
million. In addition, the Company had firm commitments of approximately $20
million related to repairs to a rig damaged by fire. Such expenditures are
expected to be recovered under the Company's insurance program.

Legal Proceedings--During 1997, Kvaerner in Norway performed modification
and refurbishment work on a high-specification semisubmersible drilling rig,
the Transocean Leader. The amount owed with respect to such work is in
dispute. A letter of credit valued at approximately $24.8 million as of
December 31, 2000 has been posted pending the resolution of the dispute by
agreement between the parties or by final judgment under the Norwegian
judicial process. In September 1998, the Company instituted an action in the
Norwegian courts alleging that it owes no additional amounts and that the
letter of credit should be released. In March 1999, Kvaerner commenced
proceedings in the Norwegian courts seeking judgment for approximately $33
million plus interest. The Company vigorously denies the material allegations
of Kvaerner's petition and the matter was tried before the Norwegian courts
during the fourth quarter of 2000. The Company is presently awaiting a
decision by the court. Although the Company cannot predict with certainty the
outcome of the dispute at this time, the Company does not expect the
liability, if any, resulting from this matter to have a material adverse
effect on its business or consolidated financial position.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

RIGCO North America, LLC ("RIGCO"), a subsidiary of Tatham Offshore Inc.,
filed suit in a Texas state court in July 1999 asserting various claims in
connection with shipyard and rig management contracts for two rigs managed on
behalf of RIGCO. As a result of the Sedco Forex merger, the Company assumed
liability for these claims. RIGCO alleges breach of contract, negligence and
fraud and claims damages of at least $51 million, plus exemplary damages,
attorneys' fees and other unspecified damages. In August 1999, RIGCO filed for
voluntary bankruptcy protection in the U.S. federal bankruptcy court sitting
in Texas. As part of the bankruptcy proceedings, RIGCO filed a preference
action in September 1999. RIGCO sought to avoid alleged transfers of
approximately $4.2 million and to have those funds returned to the RIGCO
bankruptcy estate. The bankruptcy has since been dismissed along with the
preference action. The Company disputes RIGCO's allegations and is vigorously
defending the case. The matter is presently set for trial in May 2001.
Although the Company cannot predict the outcome of the dispute at this time,
the Company does not expect that the liability, if any, resulting from this
matter will have a material adverse effect on its business or consolidated
financial position.

On July 25, 2000, the Company received notice of a request for arbitration
from DCN. DCN is the shipyard located in Brest, France, with which the Company
contracted the construction of two of the Company's Sedco Express-class
semisubmersibles. DCN initiated arbitration of disputes stemming from certain
variation orders

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

requested by DCN and rejected by the Company during construction of the units.
The Company settled all claims with DCN in January 2001 and agreed to pay DCN
250 million French francs which was equivalent to $35.7 million as of such
date.

The Company is a defendant in Bryant, et al. v. R&B Falcon Drilling USA,
Inc., et al. in the United States District Court for the Southern District of
Texas, Galveston Division. R&B Falcon Drilling USA is a wholly owned indirect
subsidiary of R&B Falcon Corporation (together with its subsidiaries, unless
the context requires otherwise, "R&B Falcon"). In this suit, the plaintiffs
allege that R&B Falcon Drilling USA, the Company and a number of other
offshore drilling contractors with operations in the U.S. Gulf of Mexico have
engaged in a conspiracy to depress wages and benefits paid to their offshore
employees. The plaintiffs contend that this alleged conduct violates federal
antitrust law and constitutes unfair trade practices and wrongful employment
acts under state law. The plaintiffs seek treble damages, attorneys' fees and
costs on behalf of themselves and an alleged class of offshore workers, along
with an injunction against exchanging certain wage and benefit information
with other offshore drilling contractors named as defendants. The plaintiffs
contend that actual damages to the alleged class will exceed $5 billion. A
hearing has been set for the second quarter of 2001 to determine if the matter
should proceed as a class action. The Company vigorously denies the
plaintiff's allegations and does not expect that the outcome of this matter
will have a material adverse effect on its business or consolidated financial
position.

Note 12--Stock-Based Compensation Plans

Long-Term Incentive Plan--The Company has an incentive plan for key
employees and outside directors (the "Incentive Plan"). Under the Incentive
Plan, awards can be granted in the form of stock options, restricted stock,
stock appreciation rights ("SARs") and cash performance awards. As of December
31, 2000, the Company was authorized to grant up to (i) 12.9 million ordinary
shares to employees; (ii) 400,000 ordinary shares to outside directors; and
(iii) 250,000 freestanding SARs to employees or directors under the

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Incentive Plan. Options issued under the Incentive Plan have a 10 year term
and become exercisable in three equal annual installments after the date of
grant. On December 31, 1999, all unvested stock options and SARs and all
unvested restricted shares granted after April 1996 became fully vested as a
result of the Sedco Forex merger. At December 31, 2000, there were
approximately 6.9 million total shares available for future grants.

Prior to the spin-off (see Note 3), key employees of Sedco Forex were
granted stock options at various dates under the Schlumberger stock option
plans. For all of the stock options granted under such plans, the exercise
price of each option equaled the market price of Schlumberger stock on the
date of grant, each option's maximum term was 10 years and the options
generally vested in 20 percent increments over five years. Fully vested
options held by Sedco Forex employees at the date of the spin-off will lapse
in accordance with their provisions. Non-vested options were terminated and
fully vested stock options to purchase ordinary shares of Transocean Sedco
Forex Inc. were granted under a new plan (the "SF Plan"). Certain Sedco Forex
employees did not join the Company; therefore, their options remained
unchanged under the Schlumberger stock option plans.

The following table summarizes option activities:

Number of Weighted-
Shares Average
Under Option Exercise Price
------------ --------------

Schlumberger Options
Outstanding at December
31, 1997............... 798,320 $43.60
Granted................. 14,500 78.38
Exercised............... (49,900) 30.31
--------- ------
Outstanding at December
31, 1998............... 762,920 45.13
Granted................. 121,250 56.83
Exercised............... (216,616) 33.38
Unvested options
terminated............. (282,000) 61.23
Options retained by
Schlumberger........... (385,554) 48.56
--------- ------
Outstanding at December
31, 1999............... -- $ --
========= ======
Transocean Sedco Forex
Inc. Options
Options outstanding at
time of Sedco Forex
merger................. 2,747,773 $25.04
Options issued under the
SF Plan................ 491,645 34.09
Options issued under the
Incentive Plan......... 20,000 33.69
--------- ------
Outstanding at December
31, 1999............... 3,259,418 26.46
Granted................. 1,636,918 37.30
Exercised............... (499,428) 23.99
Unvested options
terminated............. (22,500) 37.00
--------- ------
Outstanding at December
31, 2000............... 4,374,408 $30.74
========= ======

Exercisable at December
31, 1998............... 444,220 $35.80
Exercisable at December
31, 1999............... 3,239,418 $26.41
Exercisable at December
31, 2000............... 2,754,073 $26.91

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The following table summarizes information about stock options outstanding
at December 31, 2000:

Options Outstanding Options Exercisable
Range of Weighted-Average ---------------------------- ----------------------------
Exercise Remaining Number Weighted-Average Number Weighted-Average
Prices Contractual Life Outstanding Exercise Price Outstanding Exercise Price
-------- ---------------- ----------- ---------------- ----------- ----------------

$ 8.38--$19.17 3.73 years 467,563 $ 9.96 467,563 $ 9.96
$23.44--$34.63 6.97 years 1,770,811 $26.12 1,757,476 $26.06
$37.00--$56.31 8.62 years 2,136,034 $39.13 529,034 $44.71

At December 31, 2000, there were 77,631 restricted ordinary shares and
79,185 SARs outstanding under the Incentive Plan.

Employee Stock Purchase Plan--The Company provides a stock purchase plan
(the "Stock Purchase Plan") for certain full-time employees. Under the terms
of the Stock Purchase Plan, employees can choose each year to have between two
and 20 percent of their annual base earnings withheld to purchase up to
$25,000 of the Company's ordinary shares. The purchase price of the stock is
85 percent of the lower of its beginning-of-year or end-of-year market price.
As of December 31, 2000, up to 750,000 ordinary shares were reserved for
issuance pursuant to the Stock Purchase Plan.

As discussed in Note 2, APB 25 and related interpretations are applied in
accounting for stock-based compensation plans. If compensation expense for
stock options granted under the Schlumberger stock option plans for the years
ended December 31, 1999 and 1998 and the Incentive Plan and the Stock Purchase
Plan for the year ended December 31, 2000, were recognized using the
alternative fair value method of accounting under SFAS No. 123, net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:

Years ended December 31,
-------------------------
2000 1999 1998
-------- ------- --------
(In thousands)

Net Income
As Reported..................................... $108,548 $58,103 $341,578
Pro Forma....................................... 101,454 56,274 339,537
Basic Earnings Per Share
(Unaudited pro forma prior to the effective date
of the Sedco Forex merger)
As Reported..................................... $ 0.52 $ 0.53 $ 3.12
Pro Forma....................................... 0.48 0.51 3.10
Diluted Earnings Per Share
(Unaudited pro forma prior to the effective date
of the Sedco Forex merger)
As Reported..................................... $ 0.51 $ 0.53 $ 3.12
Pro Forma....................................... 0.48 0.51 3.10

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The above pro forma amounts are not indicative of future pro forma results.
The fair value of each option grant under the Schlumberger stock option plans
for the years ended December 31, 1999 and 1998 and the Incentive Plan for the
year ended December 31, 2000, are estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2000, 1999 and 1998:

2000 1999 1998
--------- --------- ---------

Dividend yield............. 0.25% 0.75% 0.75%
Expected price volatility
range..................... 46-47% 26-27% 21-25%
Risk-free interest rate
range..................... 6.13-6.56% 4.86-5.22% 4.35-5.62%
Expected life of options... 4.00 years 5.60 years 5.02 years
Weighted-average fair value
of options granted........ $ 15.21 $ 18.31 $ 23.18

The fair value of each option grant under the Stock Purchase Plan for the
year ended December 31, 2000, is estimated using the following weighted-
average assumptions for grants in 2000:

2000
------------------

Dividend yield............................................ 0.25%
Expected price volatility range........................... 50%
Risk-free interest rate range............................. 5.64%
Expected life of options.................................. Less than one year
Weighted-average fair value of options granted............ $7.67

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 13--Retirement Plans and Other Postemployment Benefits

Qualified Defined Benefit Pension Plans--The change in benefit obligation,
change in plan assets and funded status for the year ended December 31, 2000
is shown in the table below. These changes are not presented for the year
ended December 31, 1999 because, pursuant to the Distribution Agreement (see
Note 3), Schlumberger retained the benefit obligation and plan assets related
to the Sedco Forex employees prior to the merger.

December 31, 2000
-----------------
(In thousands)

Change in benefit obligation
Benefit obligation at beginning of year....................... $133,301
Service cost.................................................. 9,479
Interest cost................................................. 9,121
Actuarial losses.............................................. 4,059
Plan settlements.............................................. (17,437)
Benefits paid................................................. (4,939)
--------
Benefit obligation at end of year........................... $133,584
--------
Change in plan assets
Fair value of plan assets at beginning of year................ $134,377
Actual return on plan assets.................................. (486)
Company contributions......................................... 8,762
Benefits paid................................................. (24,984)
--------
Fair value of plan assets at end of year.................... $117,669
--------
Funded status................................................. $(15,915)
Unrecognized net actuarial gain............................... 10,346
Unrecognized prior service cost............................... 165
--------
Accrued pension liability................................... $ (5,404)
========
Comprised of:
Prepaid benefit cost........................................ $ 18,893
Accrued benefit liability................................... (24,297)
--------
Accrued pension liability................................. $ (5,404)
========

Weighted-average assumptions

As of December 31,
-------------------
2000 1999
--------- ---------

Discount rate............................................... 7.36% 7.75%
Expected return on plan assets.............................. 8.69% 9.0%
Rate of compensation increase............................... 5.83% 4.5%

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Net periodic benefit cost included the following components:

Years ended December 31,
----------------------------
2000 1999 1998
--------- -------- --------
(In thousands)

Components of Net Periodic Benefit Cost
Service cost....................................... $ 9,479 $ 689 $ 396
Interest cost...................................... 9,121 548 460
Expected return on plan assets..................... (8,856) (575) (485)
Amortization of transition asset................... -- (6) (6)
Amortization of prior service cost................. 17 44 43
Recognized net actuarial gains..................... (1,020) -- --
Early retirement charge............................ -- 134 --
--------- ------- -------
Benefit cost..................................... $ 8,741 $ 834 $ 408
========= ======= =======

The aggregate projected benefit obligation and fair value of plan assets
for plans with projected benefit obligations in excess of plan assets were
$48.8 million and $15.0 million, respectively, at December 31, 2000.

The aggregate accumulated benefit obligation and fair value of plan assets
for plans with accumulated benefit obligations in excess of plan assets were
$16.2 million and $4.0 million, respectively, at December 31, 2000.

The aggregate projected benefit obligation, fair value of plan assets and
funded status were $133.3 million, $134.4 million and $1.1 million,
respectively, at December 31, 1999.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Postretirement Benefits Other Than Pensions--The change in benefit
obligation, change in plan assets and funded status for the year ended
December 31, 2000 is shown in the table below. This change is not presented
for the year ended December 31, 1999 because Schlumberger retained the
postretirement benefit obligation for retirees and fully eligible participants
of the plan, which amounted to approximately $4 million at December 31, 1999.

December 31, 2000
-----------------
(In thousands)

Change in benefit obligation
Benefit obligation at beginning of year....................... $ 8,676
Service cost.................................................. 245
Interest cost................................................. 838
Actuarial losses.............................................. 2,412
Participants contributions.................................... 50
Plan amendments............................................... 393
Benefits paid................................................. (608)
--------
Benefit obligation at end of year........................... $ 12,006
--------
Change in plan assets
Fair value of plan assets at beginning of year................ $ 640
Actual return on plan assets.................................. 171
Company contributions......................................... 394
Participants contributions.................................... 50
Benefits paid................................................. (608)
--------
Fair value of plan assets at end of year.................... $ 647
--------
Funded status................................................. $(11,359)
Unrecognized net actuarial gain............................... 998
Unrecognized prior service cost............................... 355
--------
Postretirement benefit liability............................ $(10,006)
========

Weighted-average assumptions

As of December 31,
-------------------
2000 1999
--------- ---------

Discount rate............................................... 7.25% 7.75%
Expected return on plan assets.............................. 7.00% N/A
Rate of compensation increase............................... 5.50% N/A

Net periodic benefit cost included the following components:

Years ended
December 31,
------------------
2000 1999 1998
------ ---- ----
(In thousands)

Components of Net Periodic Benefit Cost
Service cost................................................ $ 245 $207 $136
Interest cost............................................... 838 346 295
Amortization of prior service cost.......................... 38 (4) (4)
Amortization of unrecognized net gain....................... (7) (41) (61)
Expected return on plan assets.............................. (47) -- --
------ ---- ----
Benefit Cost.............................................. $1,067 $508 $366
====== ==== ====

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

For measurement purposes, the rate of increase in the per capita costs of
covered health care benefits was assumed to be 7.35 percent in 2000,
decreasing gradually to 5.25 percent by the year 2003.

The assumed health care cost trend rate has significant impact on the
amounts reported for postretirement benefits other than pensions. A one-
percentage point change in the assumed health care trend rate would have the
following effects:

One- One-
Percentage Percentage
Point Point
Increase Decrease
---------- ----------
(In thousands)

Effect on total service and interest cost components in
2000................................................... $ 110 $ (88)
Effect on postretirement benefit obligations as of
December 31, 2000...................................... $1,037 $(850)

The aggregate accumulated postretirement benefit obligation, fair value of
plan assets and funded status were $8.7 million, $0.6 million and $(8.1)
million at December 31, 1999.

Defined Contribution Plans--The Company provides a defined contribution
pension and savings plan covering senior non-U.S. field employees working
outside the United States. Contributions and costs are determined as 4.5
percent to 6.5 percent of each covered employee's salary, based on years of
service. In addition, the Company sponsors a U.S. defined contribution savings
plan. It covers certain employees and limits Company contributions to no more
than 4.5 percent of each covered employee's salary, based on the employee's
contribution. The Company also sponsors various other defined contribution
plans worldwide. The Company recorded approximately $11.5 million of expense
related to its defined contribution plans for the year ended December 31,
2000.

Pursuant to an employee matters agreement with Schlumberger, Schlumberger
will continue to maintain various non-U.S. defined benefit and defined
contribution plans. Expenses for these funds were immaterial for each of the
two years ended December 31, 1999.

Deferred Compensation Plan--The Company provides a Deferred Compensation
Plan (the "Plan"). The Plan's primary purpose is to provide tax-advantageous
asset accumulation for a select group of management, highly compensated
employees and non-employee members of the Board of Directors of the Company.

Eligible employees who enroll in the Plan may elect to defer up to a
maximum of 90 percent of base salary, 100 percent of any future performance
awards, 100 percent of any special payments and 100 percent of directors'
meeting fees and annual retainers; however, the Administrative Committee
(three individuals appointed by the Compensation Committee of the Board of
Directors) may, at its discretion, establish minimum amounts that must be
deferred by anyone electing to participate in the Plan. In addition, the
Compensation Committee may authorize employer contributions to participants
and the Chief Executive Officer of the Company (with Compensation Committee
approval) is authorized to cause the Company to enter into "Deferred
Compensation Award Agreements" with such participants. There were no employer
contributions to the Plan during the year ending December 31, 2000.

Note 14--Investments in and Advances to Joint Ventures

The Company has a 25 percent interest in Sea Wolf Drilling Limited ("Sea
Wolf"). In September 1997, Sedco Forex sold two semisubmersible rigs, the
Drill Star and Sedco Explorer, to Sea Wolf. The rigs are operated by the
Company under bareboat charters. The sale resulted in a deferred gain of $157
million which is being amortized to operating and maintenance expense over the
six year life of the bareboat charter (see Note 20).

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company has a 50 percent interest in Overseas Drilling Limited ("ODL"),
which owns the high-specification drillship, Joides Resolution. The drillship
is contracted to perform drilling and coring operations in deep waters
worldwide for the purpose of scientific research. The Company manages and
operates the vessel on behalf of ODL.

The Company has a 24.89 percent interest in Arcade Drilling as ("Arcade"),
a Norwegian offshore drilling company. Arcade owns two high-specification
semisubmersible rigs, the Henry Goodrich and Paul B. Loyd, Jr. The investment
in Arcade was recorded at fair value as part of the Sedco Forex merger. At
December 31, 2000, the difference between the book value of the Company's
investment in Arcade and the Company's share of Arcade's underlying equity is
approximately $26.6 million. This difference is being amortized over a period
of 25 years. R&B Falcon has a controlling interest in Arcade.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 15--Segments, Geographical Analysis and Major Customers

The Company operates in one industry segment, offshore contract drilling
services. For the year ended December 31, 2000, Statoil, BP and Petrobras
accounted for approximately 16.8 percent, 14.4 percent and 12.5 percent,
respectively, of the Company's operating revenues. For the years ended
December 31, 1999 and 1998, the Royal Dutch Shell Group accounted for
approximately 16.2 percent and 19.2 percent, respectively, of the Company's
operating revenues. The loss of these or other significant customers could
have a material adverse effect on the Company's results of operations.

Operating revenues and long-lived assets by country are as follows:

Years ended December 31,
---------------------------------
2000 1999 1998
---------- ----------- ----------
(In thousands)

Operating Revenues
United States.............................. $ 265,032 $ 1,993 $ 36,911
Norway..................................... 248,462 -- --
United Kingdom............................. 158,903 124,918 344,061
Brazil..................................... 153,581 60,607 79,780
Nigeria.................................... 76,232 69,326 118,935
Indonesia.................................. 54,657 88,158 124,904
Angola..................................... 47,632 53,107 75,529
Australia.................................. 40,190 62,347 91,108
Rest of the World.......................... 184,824 187,780 219,295
---------- ----------- ----------
Total Operating Revenues................. $1,229,513 $ 648,236 $1,090,523
========== =========== ==========
Long-Lived Assets
United States.............................. $2,038,845 $ 1,372,224 $ 37,658
Spain...................................... 777,599 193,675 --
Norway..................................... 657,265 705,122 --
United Kingdom............................. 504,838 630,086 148,808
Brazil..................................... 383,794 386,568 84,126
Congo...................................... 55,824 35,519 59,785
Angola..................................... 36,159 25,740 51,552
Singapore.................................. 8,485 212,986 62,519
France..................................... 6,813 492,400 225,000
Goodwill (a)............................... 1,037,855 1,067,594 --
Rest of the World.......................... 403,155 459,390 288,778
---------- ----------- ----------
Total Long-Lived Assets.................... $5,910,632 $ 5,581,304 $ 958,226
========== =========== ==========

--------
(a) Goodwill resulting from the Sedco Forex merger has not been allocated to
individual countries.

A substantial portion of the Company's assets are mobile. Asset locations
at the end of the period are not necessarily indicative of the geographic
distribution of the earnings generated by such assets during the periods.

The Company's international operations are subject to certain political and
other uncertainties, including risks of war and civil disturbances (or other
events that disrupt markets), expropriation of equipment, repatriation of
income or capital, taxation policies, and the general hazards associated with
certain areas in which operations are conducted.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 16--1999 and 1998 Charges

Operating and maintenance expense for the years ended December 31, 1999 and
1998 included charges totaling $42.0 million and $23.4 million, respectively.
Reduced exploration and development activity by customers, resulting from a
period of low oil prices from late 1997 through early 1999 and industry
consolidation over the same time period, resulted in a slowdown in the
offshore drilling industry during 1998 and 1999. As a result of this slowdown,
approximately 1,000 operating personnel were determined to be redundant, and
charges associated with termination and severance benefits of $13.2 million
and $3.6 million were recognized during 1999 and 1998, respectively.
Substantially all of these employees had been terminated and severance and
termination costs had been paid as of December 31, 1999. Provisions for
potential legal claims of $28.8 million and $10.0 million were recognized
during 1999 and 1998, respectively (see Note 11). Asset impairment charges of
$9.8 million were recognized in 1998 related to assets retired from the active
fleet.

Note 17--Related Party Transactions

In certain countries prior to the Sedco Forex merger, Sedco Forex
participated in Schlumberger's centralized treasury and cash processes. In
these countries, cash was managed either through zero balance accounts or an
interest-bearing offsetting mechanism. Cash disbursements for operations,
acquisitions and other investments were funded as needed from Schlumberger.

The financials statements for the years ended December 31, 1999 and 1998
included allocations from Schlumberger of certain corporate expenses,
including centralized research and engineering, legal, accounting, employee
benefits, real estate, insurance, information technology services, treasury
and other corporate and infrastructure costs. Although not directly
attributable to Sedco Forex's operations, these expenses were allocated to
Sedco Forex on bases that Schlumberger and Sedco Forex considered to be a
reasonable reflection of the utilization of services provided or the benefit
received by Sedco Forex. The allocation methods included relative revenues,
headcount, square footage, transaction processing costs, adjusted operating
expenses and others. These allocations resulted in charges being recorded in
the consolidated statements of operations, as follows:

Years Ended
December 31,
----------------
1999 1998
-------- -------
(In thousands)

Operating and maintenance............................... $ 56,184 $78,350
General and administrative.............................. 7,978 9,433
-------- -------
$ 64,162 $87,783
======== =======

The Company incurred expenses amounting to approximately $9 million for the
year ended December 31, 2000 for transitional services provided by
Schlumberger.

During 1999, Sedco Forex had long-term debt due to Schlumberger. These
loans bore interest at rates based on 50 basis points over LIBOR and were used
to finance both Sedco Forex's existing fleet of rigs and ongoing major
construction projects. Interest expense on related party indebtedness
aggregated $26 million and $11 million for 1999 and 1998, respectively. On
December 31, 1999, the Company repaid these loans in connection with the Sedco
Forex merger.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 18--Earnings Per Share

The reconciliation of the numerator and denominator used for the
computation of basic and diluted earnings per share is as follows:

Years ended December 31,
-------------------------
2000 1999 1998
-------- ------- --------
(In thousands, except per
share data)

Income Before Extraordinary Item.................... $107,124 $58,103 $341,578
Gain on Extraordinary Item, Net of Tax.............. 1,424 -- --
-------- ------- --------
Net Income.......................................... $108,548 $58,103 $341,578
======== ======= ========
Weighted Average Shares Outstanding
(Unaudited pro forma prior to the effective date of
the Sedco Forex merger)
Shares for basic earnings per share................. 210,419 109,564 109,564
Effect of dilutive securities:
Employee stock options and unvested stock grants.. 1,253 72 72
-------- ------- --------
Adjusted weighted-average shares and assumed
conversions for diluted earnings per share......... 211,672 109,636 109,636
======== ======= ========
Basic Earnings Per Share
(Unaudited pro forma prior to the effective date of
the Sedco Forex merger)
Income Before Extraordinary Item.................. $ 0.51 $ 0.53 $ 3.12
Gain on Extraordinary Item, Net of Tax............ 0.01 -- --
-------- ------- --------
Net Income........................................ $ 0.52 $ 0.53 $ 3.12
======== ======= ========
Diluted Earnings Per Share
(Unaudited pro forma prior to the effective date of
the Sedco Forex merger)
Income Before Extraordinary Item.................. $ 0.50 $ 0.53 $ 3.12
Gain on Extraordinary Item, Net of Tax............ 0.01 -- --
-------- ------- --------
Net Income........................................ $ 0.51 $ 0.53 $ 3.12
======== ======= ========

Ordinary shares subject to issuance pursuant to the conversion features of
the convertible debentures (see Note 6) are not included in the calculation of
adjusted weighted-average shares and assumed conversions for diluted earnings
per share because the effect of including those shares is anti-dilutive.

Sedco Forex did not have a separate capital structure prior to the spin-off
from Schlumberger and merger with Transocean Offshore Inc. Accordingly,
historical earnings per share has not been presented for the periods prior to
the merger (see Note 1). Unaudited pro forma earnings per share for each
period presented was calculated using the Transocean Sedco Forex Inc. ordinary
shares issued pursuant to the merger agreement and the dilutive effect of
Transocean Sedco Forex Inc. stock options granted to former Sedco Forex
employees at the time of the merger, as applicable.

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 19--Quarterly Results (Unaudited)

Shown below are selected unaudited quarterly data:

Quarter First Second Third Fourth
------- -------- -------- -------- --------
(In thousands, except per share
data)

2000
Operating Revenues...................... $300,849 $299,243 $314,483 $314,938
Operating Income (Loss) (a)(b).......... 37,591 43,178 60,047 (7,733)
Income (Loss) Before Extraordinary Item
(b).................................... 32,477 35,943 47,854 (9,150)
Net Income (Loss) (b)................... 32,477 35,943 49,278 (9,150)
Basic Earnings (Loss) Per Share (b)
Income (Loss) Before Extraordinary
Item................................. $ 0.15 $ 0.17 $ 0.22 $ (0.04)
Diluted Earnings (Loss) Per Share (b)
Income (Loss) Before Extraordinary
Item................................. $ 0.15 $ 0.17 $ 0.22 $ (0.04)
Weighted Average Shares Outstanding
Shares for basic earnings per share... 210,153 210,387 210,526 210,605
Shares for diluted earnings per
share................................ 211,048 211,700 212,016 210,605
1999
Operating Revenues...................... $189,158 $162,432 $165,250 $131,396
Operating Income (Loss) (a)(c).......... 7,767 32,402 29,338 (20,163)
Net Income (Loss) (c)................... 11,336 27,358 31,804 (12,395)
Unaudited Pro Forma Basic and Diluted
Earnings (Loss) Per Share (c)(d)
Net Income (Loss)..................... $ 0.10 $ 0.25 $ 0.29 $ (0.11)
Unaudited Pro Forma Weighted Average
Shares Outstanding(d)

Shares for basic earnings per share......... 109,564 109,564 109,564 109,564
Shares for diluted earnings per share....... 109,636 109,636 109,636 109,636

--------
(a) First and second quarter 2000 and third and fourth quarter 1999 included
certain reclassifications for minority interest and gain (loss) from sale
of assets to conform with the current presentation.
(b) Third quarter 2000 included an extraordinary gain of $1.4 million, net of
income taxes, relating to the early termination of debt. Fourth quarter
2000 included charges totaling $37.2 million related to the settlement of
an arbitration proceeding with Global Marine and a $6.7 million ($4.8
million after taxes) increase in provisions for legal claims.
(c) First quarter 1999 included charges totaling $42.0 million ($32.5 million
after taxes) for severance liabilities and provisions for potential legal
claims. Fourth quarter 1999 included charges totaling $13.4 million for
provisions for doubtful accounts receivable in West Africa and dayrate
contract penalties in Brazil.
(d) Unaudited pro forma earnings per share was calculated using the Transocean
Sedco Forex Inc. ordinary shares issued pursuant to the Sedco Forex merger
agreement and the dilutive effect of Transocean Sedco Forex Inc. stock
options granted to former Sedco Forex employees at the time of the Sedco
Forex merger, as applicable.

Note 20--Subsequent Events (Unaudited)

Merger with R&B Falcon--On January 31, 2001, the Company announced the
closing of its merger with R&B Falcon, creating the world's largest offshore
drilling contractor. R&B Falcon's operating revenues for the year ended
December 31, 2000 were approximately $1.1 billion. Pursuant to the merger
agreement, the Company issued approximately 106 million ordinary shares to R&B
Falcon shareholders at the exchange ratio of 0.5 shares of the Company's
shares for each share of R&B Falcon. Following the merger, the Company's
ordinary shares issued and outstanding were approximately 317 million. The
purchase price was approximately $6.7 billion using the number of the
Company's ordinary shares to be issued in the merger and the average closing
price of the Company's ordinary shares for a period immediately before and
after the date the merger was announced, plus

TRANSOCEAN SEDCO FOREX INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

estimated direct costs and the estimated fair value of R&B Falcon stock
options and warrants assumed in the merger. The assets and liabilities of R&B
Falcon will be recorded at their estimated fair values at the date of the
merger, with the excess of the purchase price over the sum of such fair values
recorded as goodwill.

Sale of Rigs by Sea Wolf Joint Venture--In February 2001, Sea Wolf, a joint
venture in which the Company holds a 25 percent interest sold two
semisubmersible rigs, the Drill Star and Sedco Explorer. The Company will
accelerate the amortization of deferred gains relating to both rigs, which are
derived from the original sale of the rigs by the Company to the joint
venture. This will result in the recognition of an incremental pre-tax gain of
approximately $27 million during the first quarter of 2001. The Company will
continue to operate the Drill Star, which has been renamed the Pride North
Atlantic, under a bareboat charter agreement until approximately September
2001. The amortization of the Drill Star's deferred gain will continue through
September and will produce incremental gains totaling an estimated $12 million
in both the second and third quarters of 2001. The Company's bareboat charter
on the Sedco Explorer has been terminated.

Collection of Previously Reserved Receivables--In February 2001, the
Company received approximately $10 million in payment of certain trade
receivables relating to Nigerian operations. These receivables had been fully
reserved in 1999.

Tender Offer, Redemption and Bridge Facility--On March 5, 2001, the Company
entered into a $1.2 billion 364-day revolving credit agreement with a group of
banks led by SunTrust Bank, Atlanta, as syndication agent (the "Bridge
Revolving Credit Agreement"). The purpose of the Bridge Revolving Credit
Agreement is to provide liquidity to the Company in connection with the
redemption of the $200.0 million of 12.25% Senior Notes, the $400.0 million of
11% Senior Secured Notes (the "11% Secured Notes") and the tender offer for
the $400.0 million of 11.375% Senior Secured Notes (the "11.375% Secured
Notes"). Amounts outstanding under the Bridge Revolving Credit Agreement bear
interest, at the Company's option, at a base rate or LIBOR plus a margin
(0.475 percent per annum at March 5, 2001) that will vary from 0.190 percent
to 0.725 percent, depending on the Company's senior unsecured public debt
rating. A utilization fee (0.125 percent per annum at March 5, 2001) is
payable if amounts outstanding under the Bridge Revolving Credit Agreement are
greater than $396 million. The Bridge Revolving Credit Agreement contains
substantially the same restrictive covenants as are contained in the Term Loan
Agreement and the SunTrust Revolving Credit Agreements.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

The Company has not had a change in or disagreement with its accountants
within 24 months prior to the date of its most recent financial statements or
in any period subsequent to such date.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

ITEM 11. Executive Compensation

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

ITEM 13. Certain Relationships and Related Transactions

The information required by Items 10, 11, 12 and 13 is incorporated herein
by reference to the Company's definitive proxy statement for its 2001 annual
general meeting of shareholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934 within 120 days of December 31, 2000. Certain information with
respect to the executive officers of the Company is set forth in Item 4 of
this annual report under the caption "Executive Officers of the Registrant."

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Index to Financial Statements, Financial Statement Schedules and
Exhibits

(1) Financial Statements

Page
----

Included in Part II of this report:
Report of Independent Auditors..................................... 45
Report of Independent Accountants.................................. 46
Consolidated Statements of Operations.............................. 47
Consolidated Balance Sheets........................................ 48
Consolidated Statements of Equity.................................. 49
Consolidated Statements of Cash Flows.............................. 50
Notes to Consolidated Financial Statements......................... 51

Financial statements of 50 percent or less owned joint ventures are not
presented herein because such joint ventures do not meet the significance
test.

(2) Financial Statement Schedules

Transocean Sedco Forex Inc. and Subsidiaries
Schedule II--Valuation and Qualifying Accounts

Additions
------------------
Charged Charged
Balance at to Costs to Other Balance at
Beginning and Accounts- Deductions- End of
of Period Expenses Describe Describe Period
---------- -------- --------- ----------- ----------
(In thousands)

Year Ended December 31,
1998
Reserves and allowances
deducted from asset
accounts:
Allowance for doubtful
accounts receivable.. $ 1,662 $ 2,216 $ -- $3,049(5) $ 829
Allowance for obsolete
materials and
supplies............. 9,226 1,962 -- 994(6) 10,194
Year Ended December 31,
1999
Reserves and allowances
deducted from asset
accounts:
Allowance for doubtful
accounts receivable.. 829 13,839 12,564(1) 123(5) 27,109
Allowance for obsolete
materials and
supplies............. 10,194 1,795 12,582(2) 1,439(6) 23,132
Year Ended December 31,
2000
Reserves and allowances
deducted from asset
accounts:
Allowance for doubtful
accounts receivable.. 27,109 20,012 151(3) 23,013(5) 24,259
Allowance for obsolete
materials and
supplies............. $23,132 $ 289 $ (232)(4) $ (75)(6)(7) $23,264

--------
(1) Amount includes $10,464 relating to the allowance for doubtful accounts
receivable assumed in the Sedco Forex merger and $2,100 in receivable
reserves reclassifications.
(2) Amount includes $12,582 relating to the allowance for obsolete materials
and supplies assumed in the Sedco Forex merger.
(3) Amount represents the income statement effect of revaluation of amounts
denominated in currencies other than U.S. dollars.
(4) Amount includes $423,234 related to a write-off to assets held for sale.
(5) Uncollectible accounts receivable written off, net of recoveries.
(6) Obsolete materials and supplies written off, net of scrap.
(7) Amount includes $685,045 related to reversals of prior year write-offs.

Other schedules are omitted either because they are not required or are not
applicable, or because the required information is included in the financial
statements or notes thereto.

REPORT OF INDEPENDENT ACCOUNTANTS ON THE

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of Schlumberger Limited

Our audits of the combined financial statements referred to in our report
dated August 6, 1999 appearing in the 2000 Annual Report to Shareholders of
Transocean Sedco Forex Inc. (previously Sedco Forex Holdings Limited) (which
report and combined financial statements are included in this Annual Report on
Form 10-K) also included an audit of the financial statement schedule listed
in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein, as of and for the year ended December 31, 1998, when read in
conjunction with the related combined financial statements.

/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
New York, New York
August 6, 1999

(3) Exhibits

The following exhibits are filed in connection with this Report:

Number Description
------ -----------

2.1 Agreement and Plan of Merger dated as of August 19, 2000 by and among
Transocean Sedco Forex Inc., Transocean Holdings Inc., TSF Delaware
Inc. and R&B Falcon Corporation (incorporated by reference to Annex A
to the Joint Proxy Statement/Prospectus dated October 30, 2000 included
in a 424(b)(3) prospectus filed by the Company on November 1, 2000)
2.2 Agreement and Plan of Merger dated as of July 12, 1999 among
Schlumberger Limited, Sedco Forex Holdings Limited, Transocean Offshore
Inc. and Transocean SF Limited (incorporated by reference to Annex A to
the Joint Proxy Statement/Prospectus dated October 27, included in a
424(b)(3) prospectus filed by the Company on November 1, 2000)
2.3 Distribution Agreement dated as of July 12, 1999 between Schlumberger
Limited and Sedco Forex Holdings Limited (incorporated by reference to
Annex B to the Joint Proxy Statement/Prospectus dated October 27,
included in a 424(b)(3) prospectus filed by the Company on November 1,
2000)
2.4 Agreement and Plan of Merger and Conversion dated as of March 12, 1999
between Transocean Offshore Inc. and Transocean Offshore (Texas) Inc.
(incorporated by reference to Exhibit 2.1 to the Registration Statement
on Form S-4 of Transocean Offshore (Texas) Inc. filed on April 8, 1999
(Registration No. 333-75899))
2.5 Agreement and Plan of Merger dated as of July 10, 1997 among R&B
Falcon, FDC Acquisition Corp., Reading & Bates Acquisition Corp.,
Falcon Drilling Company, Inc. and Reading & Bates Corporation (Filed as
Exhibit 2.1 to R&B Falcon's Registration Statement on Form S-4 dated
November 20, 1997 and incorporated herein by reference)
2.6 Agreement and Plan of Merger dated as of August 21, 1998 by and among
Cliffs Drilling Company, R&B Falcon Corporation and RBF Cliffs Drilling
Acquisition Corp. (Filed as Exhibit 2 to R&B Falcon's Registration
Statement No. 333-63471 on Form S-4 dated September 15, 1998 and
incorporated herein by reference)
3.1 Memorandum of Association of Transocean Sedco Forex Inc., as amended
(incorporated by reference to Annex E to the Joint Proxy
Statement/Prospectus dated October 30, 2000 included in a 424(b)(3)
prospectus filed by the Company on November 1, 2000)
3.2 Articles of Association of Transocean Sedco Forex Inc., as amended
(incorporated by reference to Annex F to the Joint Proxy
Statement/Prospectus dated October 30, 2000 included in a 424(b)(3)
prospectus filed by the Company on November 1, 2000)
4.1 Credit Agreement dated as of July 30, 1996 among Sonat Offshore
Drilling Inc., the Lenders party thereto, ABN AMRO Bank, as Agent, and
the Co-Agents listed therein (incorporated by reference to Exhibit 10-
(1) to the Company's Form 10-Q for the quarter ending June 30, 1996)
4.2 First Amendment to Credit Agreement dated as of April 24, 1997
(incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q
for the quarter ending March 31, 1997)
4.3 Second Amendment to Credit Agreement dated as of December 19, 1997
(incorporated by reference to Exhibit 4.4 to the Company's Form 10-K
for the year ending December 31, 1997)
4.4 Third Amendment to Credit Agreement dated May 22, 1998 (incorporated by
reference to Exhibit 4.9 to the Company's Form 10-Q for the quarter
ending June 30, 1998)
4.5 Secured Loan Agreement dated as of December 21, 1999 among Transocean
Enterprise Inc., the Liquidity Providers party thereto and ABN AMRO
Bank, as Agent and Enhancer (incorporated by reference to Exhibit 4.5
to the Company's Form 10-K for the year ending December 31, 1997)

Number Description
------ -----------

4.6 Credit Agreement dated as of December 16, 1999 among Transocean
Offshore Inc., the Lenders party thereto, and SunTrust Bank, Atlanta,
as Agent (incorporated by reference to Exhibit 4.6 to the Company's
Form 10-K for the year ending December 31, 1997)
4.7 Indenture dated as of April 15, 1997 between the Company and Texas
Commerce Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K dated April 29,
1997)
4.8 First Supplemental Indenture dated as of April 15, 1997 between the
Company and Texas Commerce Bank National Association, as trustee,
supplementing the Indenture dated as of April 15, 1997 (incorporated by
reference to Exhibit 4.2 to the Company's Form 8-K dated April 29,
1997)
4.9 Second Supplemental Indenture dated as of May 14, 1999 between the
Company and Chase Bank of Texas, National Association, as trustee
(incorporated by reference to Exhibit 4.5 to the Company's Post-
Effective Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-59001-99))
4.10 Third Supplemental Indenture dated as of May 24, 2000 between the
Company and Chase Bank of Texas, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on May 24, 2000)
4.11 Form of Note (incorporated by reference to Exhibit 4.3 to the Company's
Form 8-K dated April 29, 1997)
4.12 Form of Debenture (incorporated by reference to Exhibit 4.4 to the
Company's Form 8-K dated April 19, 1997)
4.13 Form of Zero Coupon Convertible Debenture due May 24, 2020 between the
Company and Chase Bank of Texas, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on May 24, 2000)
4.14 Indenture dated as of March 1, 1996, between Falcon Drilling Company,
Inc. and Bank One, Texas, N.A., including a form of Note (Filed as an
exhibit to Falcon's Registration Statement on Form S-4, filed on March
8, 1996, Registration No. 333-2114 and incorporated herein by
reference)
4.15 Indenture dated as of April 14, 1998, between R&B Falcon Corporation,
as issuer, and Chase Bank of Texas, National Association, as trustee,
with respect to Series A and Series B of each of $250,000,000 6 1/2%
Senior Notes due 2003, $350,000,000 6 3/4% Senior Notes due 2005,
$250,000,000 6.95% Senior Notes due 2008, and $250,000,000 7 3/8%
Senior Notes due 2018 (Incorporated by reference to Exhibit 4.1 to R&B
Falcon's Registration Statement No. 333-56821 on Form S-4 dated June
15, 1998)
4.16 Indenture dated as of December 22, 1998, between R&B Falcon
Corporation, as issuer and Chase Bank of Texas, National Association,
as trustee, with respect to $400,000,000 Series A and Series B 9 1/8%
Senior Notes due 2003, and 9 1/2% Senior Notes due 2008 (Incorporated
by reference to Exhibit 4.21 to R&B Falcon's Annual Report on Form 10-K
for 1998)
4.17 Indenture dated as of March 26, 1999, between RBF Finance Co., as
issuer, and United States Trust Company of New York, as trustee, with
respect to $400,000,000 11% Senior Secured Notes due 2006 and
$400,000,000 11 3/8% Senior Secured Notes due 2009 (Incorporated by
reference to Exhibit 4.1 to R&B Falcon's Quarterly Report on Form 10-Q
for the First Quarter of 1999)
4.18 Indenture dated as of March 26, 1999, between R&B Falcon Corporation,
as issuer, and U.S. Trust Company of Texas, National Association, as
trustee, with respect to 12 1/4% Senior Notes due 2006 (Incorporated by
reference to Exhibit 4.2 to R&B Falcon's Quarterly Report on Form 10-Q
for the First Quarter of 1999)

Number Description
------ -----------

4.19 Indenture dated as of May 15, 1996 among Cliffs Drilling Company, as
issuer, Cliffs Drilling Asset Acquisition Company, Cliffs Drilling
Merger Company, Cliffs Drilling International, Inc. and Cliffs Oil and
Gas Company, as subsidiary guarantors, and Fleet National Bank,
predecessor of State Street Bank and Trust Company, as trustee,
including a Form of Cliffs Drilling Company's 10.25% Senior Notes due
2003 (incorporated by reference to Exhibit 4.3 to Cliffs Drilling
Company's Form 8-K dated May 23, 1996)
4.20 First Supplemental Indenture dated as of July 11, 1996 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation (f/k/a
Cliffs Drilling Asset Acquisition Company), Cliffs Drilling Merger
Company, Cliffs Drilling International, Inc., Cliffs Oil and Gas
Company and DRL, Inc., as subsidiary guarantors, and Fleet National
Bank, predecessor of State Street Bank and Trust Company, as trustee
(incorporated by reference to Exhibit 4.3.1 to Cliffs Drilling
Company's Registration Statement on Form S-4, Registration No. 333-
08273, filed July 17, 1996)
4.21 Second Supplemental Indenture dated as of January 24, 1997 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation (f/k/a
Cliffs Drilling Asset Acquisition Company), Cliffs Drilling Merger
Company, Cliffs Drilling International, Inc. Cliffs Oil and Gas
Company, DRL, Inc. and Greenbay Drilling Company Ltd., as subsidiary
guarantors, and Fleet National Bank, predecessor of State Street Bank
and Trust Company, as trustee (incorporated by reference to Exhibit
4.6.2 to Cliffs Drilling Company's Form 10-K for the year ended
December 31, 1996)
4.22 Third Supplemental Indenture dated as of August 29, 1997 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation (f/k/a
Cliffs Drilling Asset Acquisition Company), Cliffs Drilling Merger
Company, Cliffs Drilling International, Inc., Cliffs Oil and Gas
Company, DRL, Inc., Cliffs Drilling Trinidad Limited and West Indies
Drilling Joint Venture, as subsidiary guarantors, and State Street Bank
and Trust Company, successor to Fleet National Bank, as trustee
(incorporated by reference to Exhibit 4.3.3 to Cliffs Drilling
Company's Registration Statement on Form S-4, Registration No. 333-
36325, filed September 24, 1997)
4.23 Fourth Supplemental Indenture dated as of March 2, 1998 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation (f/k/a
Cliffs Drilling Asset Acquisition Company), Cliffs Drilling Merger
Company, Cliffs Drilling International, Inc., Cliffs Oil and Gas
Company, DRL, Inc., Cliffs Drilling Trinidad Limited, West Indies
Drilling Joint Venture, Cliffs Drilling (Barbados) Holdings ESRL,
Cliffs Drilling (Barbados) SRL and Cliffs Drilling Trinidad Offshore
Limited, as subsidiary guarantors, and State Street Bank and Trust
Company, successor to Fleet National Bank, as trustee (incorporated by
reference to Exhibit 4.3.4 to Cliffs Drilling Company's Form 10-K for
the year ended December 31, 1997)
4.24 Indenture dated as of August 7, 1997 among Cliffs Drilling Company, as
issuer, Southwestern Offshore Corporation, Cliffs Drilling Merger
Company, Cliffs Drilling International, Inc., Cliffs Oil and Gas
Company and DRL, Inc. as subsidiary guarantors, and State Street Bank
and Trust Company, as trustee, including a form of Cliffs Drilling
Company's 10.25% Senior Notes due 2003 (incorporated by reference to
Exhibit 4.4 to Cliffs Drilling Company's Registration Statement on Form
S-4, Registration No. 333-36325, filed September 24, 1997)
4.25 First Supplemental Indenture dated as of August 29, 1997 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation, Cliffs
Drilling Merger Company, Cliffs Drilling International, Inc., Cliffs
Oil and Gas Company, DRL, Inc., Cliffs Drilling Trinidad Limited and
the West Indies Drilling Joint Venture, as subsidiary guarantors, and
State Street Bank and Trust Company, as trustee (incorporated by
reference to Exhibit 4.4.1 to Cliffs Drilling Company's Registration
Statement on Form S-4, Registration No. 333-36325, filed September 24,
1997)

Number Description
------ -----------

4.26 Second Supplemental Indenture dated as of March 2, 1998 among Cliffs
Drilling Company, as issuer, Southwestern Offshore Corporation, Cliffs
Drilling Merger Company, Cliffs Drilling International, Inc., Cliffs
Oil and Gas Company, DRL, Inc., Cliffs Drilling Trinidad Limited, West
Indies Drilling Joint Venture, Cliffs Drilling (Barbados) Holdings
ESRL, Cliffs Drilling (Barbados) SRL and Cliffs Drilling Trinidad
Offshore Limited, as subsidiary guarantors, and State Street Bank and
Trust Company, as trustee (incorporated by reference to Exhibit 4.7.2
to Cliffs Drilling Company's Form 10-K for the year ended December 31,
1997)
4.27 Warrant Agreement, including form of Warrant, dated April 22, 1999
between R&B Falcon and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4.1 to R&B Falcon's Registration
Statement No. 333-81181 on Form S-3 dated June 21, 1999)
+4.28 Supplement to Warrant Agreement dated January 31, 2001 among Transocean
Sedco Forex Inc., R&B Falcon Corporation and American Stock Transfer &
Trust Company
4.29 Registration Rights Agreement dated April 22, 1999 between R&B Falcon
and American Stock Transfer & Trust Company (incorporated by reference
to Exhibit 4.2 to R&B Falcon's Registration Statement No. 333-81181 on
Form S-3 dated June 21, 1999)
+4.30 Supplement to Registration Rights Agreement dated January 31, 2001
between Transocean Sedco Forex Inc. and R&B Falcon Corporation
4.31 Letter of Credit and Reimbursement Agreement among R&B Falcon
Corporation, Credit Agricole Indosuez, Credit Lyonnais New York Branch,
as syndication agent and Christiania Bank og Kreditkasse ASA, New York
Branch, as administrative agent dated as of August 31, 2000
(incorporated by reference to Exhibit 10.2 to R&B Falcon's Form 10-Q
for the quarter ending September 30, 2000)
+4.32 Credit Agreement dated as of December 29, 2000 among the Company, the
Lenders party thereto, Suntrust Bank, as Administrative Agent, ABN AMRO
Bank, N.V., as Syndication Agent, Bank of America, N.A., as
Documentation Agent, and Wells Fargo Bank Texas, National Association,
as Senior Managing Agent
+4.33 364-Day Credit Agreement dated as of December 29, 2000 among the
Company, the Lenders party thereto, Suntrust Bank, as Administrative
Agent, ABN AMRO Bank, N.V., as Syndication Agent, Bank of America,
N.A., as Documentation Agent, and Wells Fargo Bank Texas, National
Association, as Senior Managing Agent
+4.34 364-Day Bridge Credit Agreement dated as of March 5, 2001 among the
Company, the Lenders party thereto, U.C. Suntrust Bank, as Syndication
Agent, ABN AMRO Bank, N.V., as Administrative Agent, Wells Fargo Bank
Texas, National Association, as Documentation Agent, and Bank of
America, N.A. as Senior Managing Agent

+4.35 Note Agreement dated as of January 30, 2001 among Delta Towing, LLC, as
Borrower, R&B Falcon Drilling USA, Inc., as RBF Noteholder and Beta
Marine Services, L.L.C., as Beta Noteholder
10.1 Tax Sharing Agreement between Sonat Inc. and Sonat Offshore Drilling
Inc. dated June 3, 1993 (incorporated by reference to Exhibit 10-(3) to
the Company's Form 10-Q for the quarter ending June 30, 1993)
*10.2 Performance Award and Cash Bonus Plan of Sonat Offshore Drilling Inc.
(incorporated by reference to Exhibit 10-(5) to the Company's Form 10-Q
for quarter ending June 30, 1993)
*10.3 Form of Sonat Offshore Drilling Inc. Executive Life Insurance Program
Split Dollar Agreement and Collateral Assignment Agreement
(incorporated by reference to Exhibit 10-(9) to the Company's Form 10-K
for the year ending December 31, 1993)
10.4 Purchase Agreement dated as of April 1, 1987 among Sonat Offshore
Drilling Inc., Sonat Offshore Ventures Inc., Dixilyn-Field Drilling
Company and Panhandle Eastern Corporation (incorporated by reference to
Exhibit 10-(9) to the Company's Registration Statement on Form S-1
(Registration No. 33-60992) dated April 13, 1993)

Number Description
------ -----------

10.5 Agreement dated as of June 14, 1995, among Sonat Offshore Ventures
Inc., Sonat Offshore Drilling Inc., Dixilyn-Field Drilling Company and
Panhandle Eastern Corporation (incorporated by reference to Exhibit
10-(8) to the Company's Form 10-K for the year ending December 31,
1995)
*10.6 Employee Stock Purchase Plan, as amended and restated effective
January 1, 2000 (incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-8 (Registration
No. 333-94551) filed January 12, 2000)
+*10.7 First Amendment to the Amended and Restated Employee Stock Purchase
Plan of Transocean Sedco Forex Inc., effective as of January 31, 2001
*10.8 Long-Term Incentive Plan of Transocean Sedco Forex Inc., as amended
and restated effective January 1, 2000 (incorporated by reference to
Exhibit 10.7 to the Company's Form 10-K for the year ending December
31, 1997)
+*10.9 First Amendment to the Amended and Restated Long-Term Incentive Plan
of Transocean Sedco Forex Inc., effective as of January 31, 2001
*10.10 Form of Employment Agreement dated May 14, 1999 between J. Michael
Talbert, W. Dennis Heagney, Robert L. Long, Jon C. Cole, Donald R.
Ray, Eric B. Brown, Barbara S. Koucouthakis and Alan A. Broussard,
individually, and the Company (incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q for the quarter ending June 30, 1999)
*10.11 Deferred Compensation Plan of Transocean Offshore Inc., as amended and
restated effective January 1, 2000 (incorporated by reference to
Exhibit 10.10 to the Company's Form 10-K for the year ending December
31, 1997)
*10.12 Employment Matters Agreement dated as of December 13, 1999 among
Schlumberger Limited, Sedco Forex Holdings Limited and Transocean
Offshore Inc. (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (Registration No. 333-
94551) filed January 12, 2000)
*10.13 Sedco Forex Employees Option Plan of Transocean Sedco Forex Inc.
effective December 31, 1999 (incorporated by reference to Exhibit 4.5
to the Company's Registration Statement on Form S-8 (Registration No.
333-94569) filed January 12, 2000)
*10.14 Employment Agreement dated September 22, 2000 between J. Michael
Talbert and Transocean Offshore Deepwater Drilling Inc. (incorporated
by reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ending September 30, 2000)
*10.15 Employment Agreement dated October 3, 2000 between Jon C. Cole and
Transocean Offshore Deepwater Drilling Inc. (incorporated by reference
to Exhibit 10.2 to the Company's Form 10-Q for the quarter ending
September 30, 2000)
*10.16 Employment Agreement dated September 17, 2000 between Robert L. Long
and Transocean Offshore Deepwater Drilling Inc. (incorporated by
reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter
ending September 30, 2000)
*10.17 Employment Agreement dated September 26, 2000 between Donald R. Ray
and Transocean Offshore Deepwater Drilling Inc. (incorporated by
reference to Exhibit 10.4 to the Company's Form 10-Q for the quarter
ending September 30, 2000)
*10.18 Agreement dated October 8, 2000 between W. Dennis Heagney and
Transocean Offshore Deepwater Drilling Inc. (incorporated by reference
to Exhibit 10.5 to the Company's Form 10-Q for the quarter ending
September 30, 2000)
*10.19 Agreement dated September 20, 2000 between Eric B. Brown and
Transocean Offshore Deepwater Drilling Inc. (incorporated by reference
to Exhibit 10.6 to the Company's Form 10-Q for the quarter ending
September 30, 2000)

Number Description
------ -----------

*10.20 Agreement dated October 4, 2000 between Barbara S. Koucouthakis and
Transocean Offshore Deepwater Drilling Inc. (incorporated by reference
to Exhibit 10.7 to the Company's Form 10-Q for the quarter ending
September 30, 2000)
+*10.21 Consulting Agreement dated January 31, 2001 between Paul B. Loyd, Jr.
and R&B Falcon Corporation
10.22 Form of Security Agreement and Assignment of Earnings and Insurances
dated as of August 31, 2000, made by R&B Falcon Corporation and
Christiania Bank og Kreditkasse ASA, New York Branch, as Collateral
Agent (incorporated by reference to Exhibit 10.3 to R&B Falcon's Form
10-Q for the quarter ending September 30, 2000)
10.23 Form of Indenture of First Naval Mortgage (J.W. McLean) between R&B
Falcon Corporation and Christiania Bank og Kreditkasse ASA, New York
Branch dated August 31, 2000 (incorporated by reference to Exhibit
10.4 to R&B Falcon's Form 10-Q for the quarter ending September 30,
2000)
10.24 Form of Indenture of First Naval Mortgage (J.T. Angel) between R&B
Falcon Corporation and Christiania Bank og Kreditkasse ASA, New York
Branch dated August 31, 2000 (incorporated by reference to Exhibit
10.5 to R&B Falcon's Form 10-Q for the quarter ending September 30,
2000)
10.25 Form of Indenture of First Naval Mortgage (Randolph Yost) between R&B
Falcon Corporation and Christiania Bank og Kreditkasse ASA, New York
Branch dated August 31, 2000 (incorporated by reference to Exhibit
10.6 to R&B Falcon's Form 10-Q for the quarter ending September 30,
2000)
10.26 Form of Indenture of First Naval Mortgage (D.R. Stewart) between R&B
Falcon Corporation and Christiania Bank og Kreditkasse ASA, New York
Branch dated August 31, 2000 (incorporated by reference to Exhibit
10.7 to R&B Falcon's Form 10-Q for the quarter ending September 30,
2000)
10.27 Form of First Preferred Mortgage (George H. Galloway) between R&B
Falcon Corporation and Christiania Bank og Kreditkasse ASA, New York
Branch dated August 31, 2000 (incorporated by reference to Exhibit
10.8 to R&B Falcon's Form 10-Q for the quarter ending September 30,
2000)
10.28 Senior Secured Loan Agreement, Harvey Ward, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.1 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.29 Senior Secured Loan Agreement, Peregrine II, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.2 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.30 Senior Secured Loan Agreement, Peregrine I, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.3 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.31 Senior Secured Loan Agreement, Deepwater IV, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.4 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.32 Senior Secured Loan Agreement, Falrig 82, dated March 26, 1999 between
R&B Falcon Corporation, as Borrower, and RBF Finance Co., as Lender
(incorporated by reference to Exhibit 10.5 to R&B Falcon's Quarterly
Report on Form 10-Q for the First Quarter of 1999)
10.33 Senior Secured Loan Agreement, Peregrine IV, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.6 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.34 Senior Secured Loan Agreement, Peregrine VII, dated March 26, 1999
between R&B Falcon Corporation, as Borrower, and RBF Finance Co., as
Lender (incorporated by reference to Exhibit 10.7 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)

Number Description
------ -----------

10.35 Senior Secured Loan Agreement, Falcon 100, dated March 26, 1999 between
R&B Falcon Corporation, as Borrower, and RBF Finance Co., as Lender
(incorporated by reference to Exhibit 10.8 to R&B Falcon's Quarterly
Report on Form 10-Q for the First Quarter of 1999)
10.36 Senior Secured Loan Agreement, W.D. Kent, dated March 26, 1999 between
R&B Falcon Corporation, as Borrower, and RBF Finance Co., as Lender
(incorporated by reference to Exhibit 10.9 to R&B Falcon's Quarterly
Report on Form 10-Q for the First Quarter of 1999)
10.37 Senior Secured Loan Agreement, Deepwater Millennium, dated March 26,
1999 between R&B Falcon Corporation, as Borrower, and RBF Finance Co.,
as Lender (incorporated by reference to Exhibit 10.10 to R&B Falcon's
Quarterly Report on Form 10-Q for the First Quarter of 1999)
10.38 Issuer Loan Escrow Agreement dated March 26, 1999 among United States
Trust Company of New York, R&B Falcon Corporation and RBF Finance Co.
(incorporated by reference to Exhibit 10.2 to R&B Falcon's Registration
Statement No. 333-79363 on Form S-4 dated May 26, 1999)
10.39 Senior Secured Note Escrow Agreement dated March 26, 1999 among United
States Trust Company of New York and RBF Finance Co. (incorporated by
reference to Exhibit 10.3 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.40 Security Agreement dated as of March 26, 1999 from R&B Falcon
Corporation to RBF Finance Co. (Deepwater Millenium) (incorporated by
reference to Exhibit 10.14 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.41 Security Agreement dated as of March 26, 1999 from R&B Falcon
Corporation to RBF Finance Co. (Deepwater IV) (incorporated by
reference to Exhibit 10.15 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.42 Senior Secured Note Security and Pledge Agreement dated as of March 26,
1999 by RBF Finance Co. in favor of United States Trust Company
(incorporated by reference to Exhibit 10.16 to R&B Falcon's
Registration Statement No. 333-79363 on Form S-4 dated May 26, 1999)
10.43 First Preferred Ship Mortgage made March 26, 1999 by R&B Falcon
Corporation and RBF Finance Co. (Peregrine IV) (incorporated by
reference to Exhibit 10.17 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.44 First Preferred Ship Mortgage made March 26, 1999 by R&B Falcon
Corporation and RBF Finance Co. (Peregrine VII) (incorporated by
reference to Exhibit 10.18 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.45 First Preferred Ship Mortgage made March 26, 1999 by R&B Falcon
Corporation and RBF Finance Co. (Falcon 100) (incorporated by reference
to Exhibit 10.19 to R&B Falcon's Registration Statement No. 333-79363
on Form S-4 dated May 26, 1999)
10.46 Deed of Covenants dated March 26, 1999 by and between R&B Falcon
Corporation and R&B Finance Co. (Peregrine I) (incorporated by
reference to Exhibit 10.20 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.47 Deed of Covenants dated March 26, 1999 by and between R&B Falcon
Corporation and R&B Finance Co. (Peregrine II) (incorporated by
reference to Exhibit 10.21 to R&B Falcon's Registration Statement No.
333-79363 on Form S-4 dated May 26, 1999)
10.48 First Naval Mortgage dated April 12, 1999 by R&B Falcon Corporation to
R&B Finance Co. (Harvey Ward) (incorporated by reference to Exhibit
10.22 to R&B Falcon's Registration Statement No. 333-79363 on Form S-4
dated May 26, 1999)
10.49 First Naval Mortgage dated April 12, 1999 by R&B Falcon Corporation to
R&B Finance Co. (W.D. Kent) (incorporated by reference to Exhibit 10.23
to R&B Falcon's Registration Statement No. 333-79363 on Form S-4 dated
May 26, 1999)

Number Description
------ -----------

10.50 First Preferred Ship Mortgage made March 26, 1999 by R&B Falcon
Corporation and R&B Finance Co. (Falrig 82) (incorporated by reference
to Exhibit 10.24 to R&B Falcon's Registration Statement No. 333-79363
on Form S-4 dated May 26, 1999)
*10.51 1992 Long-Term Incentive Plan of Reading & Bates Corporation
(incorporated by reference to Exhibit B to Reading & Bates' Proxy
Statement dated April 27, 1992)
*10.52 1995 Long-Term Incentive Plan of Reading & Bates Corporation
(incorporated by reference to Exhibit 99.A to Reading & Bates' Proxy
Statement dated March 29, 1995)
*10.53 1995 Director Stock Option Plan of Reading & Bates Corporation
(incorporated by reference Exhibit 99.B to Reading & Bates' Proxy
Statement dated March 29, 1995)
*10.54 1997 Long-Term Incentive Plan of Reading & Bates Corporation
(incorporated by reference Exhibit 99.A to Reading & Bates' Proxy
Statement dated March 18, 1997)
*10.55 1998 Employee Long-Term Incentive Plan of R&B Falcon Corporation
(incorporated by reference to Exhibit 99.A to R&B Falcon's Proxy
Statement dated April 23,1998)
*10.56 1998 Director Long-Term Incentive Plan of R&B Falcon Corporation
(incorporated by reference to Exhibit 99.B to R&B Falcon's Proxy
Statement dated April 23,1998)
*10.57 1999 Employee Long-Term Incentive Plan of R&B Falcon Corporation
(incorporated by reference to Exhibit 99.A to R&B Falcon's Proxy
Statement dated April 13, 1999)
*10.58 1999 Director Long-Term Incentive Plan of R&B Falcon Corporation
(incorporated by reference to Exhibit 99.B to R&B Falcon's Proxy
Statement dated April 13, 1999)
*10.59 Memorandum of Agreement dated November 28, 1995 between Reading and
Bates, Inc., a subsidiary of Reading & Bates Corporation, and Deep Sea
Investors, L.L.C. (incorporated by reference to Exhibit 10.110 to
Reading & Bates' Annual Report on Form 10-K for 1995)
10.60 Bareboat Charter M. G. Hulme, Jr. dated November 28, 1995 between Deep
Sea Investors, L.L.C. and Reading & Bates Drilling Co., a subsidiary of
Reading & Bates Corporation (incorporated by reference to Exhibit
10.111 to Reading & Bates' Annual Report on Form 10-K for 1995)
10.61 Amended and Restated Bareboat Charter dated July 23, 1997 to Bareboat
Charter M. G. Hulme, Jr. dated November 28, 1995 between Deep Sea
Investors, L.L.C. and Reading & Bates Drilling Co., a subsidiary of
Reading & Bates Corporation (incorporated by reference to Exhibit
10.176 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.62 Amended and Restated Bareboat Charter dated July 1, 1998 to Bareboat
Charter M. G. Hulme, Jr. dated November 28, 1995 between Deep Sea
Investors, L.L.C. and Reading & Bates Drilling Co., a subsidiary of
Reading & Bates Corporation (incorporated by reference to Exhibit
10.177 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.63 Limited Liability Company Agreement dated October 28, 1996 between
Conoco Development Company and RB Deepwater Exploration Inc.
(incorporated by reference to Exhibit 10.162 to Reading & Bates' Annual
Report on Form 10-K for 1996)
10.64 Amendment No. 1 dated February 7, 1997 to Limited Liability Company
Agreement dated October 28, 1996 between Conoco Development Company and
RB Deepwater Exploration Inc. (incorporated by reference to Exhibit
10.183 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.65 Amendment No. 2 dated April 30, 1997 to Limited Liability Company
Agreement dated October 28, 1996 between Conoco Development Company and
RB Deepwater Exploration Inc. (incorporated by reference to Exhibit
10.184 to R&B Falcon's Annual Report on Form 10-K for 1998)

Number Description
------ -----------

10.66 Amendment No. 3 dated April 24, 1998 to Limited Liability Company
Agreement dated October 28, 1996 between Conoco Development Company
and RB Deepwater Exploration Inc. (incorporated by reference to
Exhibit 10.185 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.67 Amendment No. 4 dated August 7, 1998 to Limited Liability Company
Agreement dated October 28, 1996 between Conoco Development Company
and RB Deepwater Exploration Inc. (incorporated by reference to
Exhibit 10.186 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.68 Limited Liability Company Agreement dated April 30, 1997 between
Conoco Development II Inc. and RB Deepwater Exploration II Inc.
(incorporated by reference to Exhibit 10.159 to R&B Falcon's Annual
Report on Form 10-K for 1997)
10.69 Amendment No. 1 dated April 24, 1998 to Limited Liability Company
Agreement dated April 30, 1997 between Conoco Development II Inc. and
RB Deepwater Exploration II Inc. (incorporated by reference to Exhibit
10.188 to R&B Falcon's Annual Report on Form 10-K for 1998)
10.70 Guaranty, dated as of July 30, 1998, made by R&B Falcon in favor of
the Deepwater Investment Trust 1998-A, Wilmington Trust FSB, not in
its individual capacity, but solely as Investment Trustee, Wilmington
Trust Company, not in its individual capacity, except as specified
herein, but solely as Charter Trustee, BA Leasing & Capital
Corporation, as Documentation Agent, ABN Amro Bank N.V., as
Administrative Agent, The Bank of Nova Scotia, as Syndication Agent,
BA Leasing & Capital Corporation, ABN Amro Bank N.V., Bank Austria
Aktiengesellschaft New York Branch, The Bank of Nova Scotia,
Bayerische Vereinsbank AG New York Branch, Commerzbank
Aktiengesellschaft, Atlanta Agency, Credit Lyonnais New York Branch,
Great-West Life and Annuity Insurance Company, Mees Pierson Capital
Corporation, Westdeutsche Landesbank Girozentrale, New York Branch, as
Certificate Purchasers, and ABN Amro Bank, N.V., Bank of America
National Trust and Savings Association and The Bank of Nova Scotia,
New York Branch, as Swap Counterparties, and the other parties named
therein. (incorporated by reference to Exhibit 10.1 to R&B Falcon's
Quarterly Report on Form 10-Q for the Third Quarter of 1998)
10.71 Letter agreement dated as of August 7, 1998 between RBF Deepwater
Exploration Inc., an indirect subsidiary of R&B Falcon, and Conoco
Development Company and Acknowledgment by Conoco Inc. and R&B Falcon
(incorporated by reference to Exhibit 10.2 to R&B Falcon's Quarterly
Report on Form 10-Q for the Third Quarter of 1998)
10.72 Letter agreement dated as of August 7, 1998 between RBF Deepwater
Exploration Inc., an indirect subsidiary of R&B Falcon, and Conoco
Development Company and Acknowledgment by Conoco Inc. and R&B Falcon
(incorporated by reference to Exhibit 10.3 to R&B Falcon's Quarterly
Report on Form 10-Q for the Third Quarter of 1998)
10.73 Participation Agreement dated as of August 31, 1999 among Deepwater
Drilling II L.L.C., Deepwater Investment Trust 1999-A, Wilmington
Trust FSB, Wilmington Trust Company, BA Leasing & Capital Corporation,
and other Financial Institutions, as Certified Purchasers, solely with
respect to Section 2.15, 6.9, 9.4(a) and 12.13(b) R&B Falcon
Corporation and Conoco Inc., and solely with respect to Sections 5.2
and 6.4, RBF Deepwater Exploration II Inc. and Conoco Development II
Inc. (incorporated by reference to Exhibit 10.9 to R&B Falcon's
Quarterly Report on Form 10-Q for the Third Quarter of 1999)
10.74 Appendix 1 to Participation Agreement dated as of August 31, 1999.
(incorporated by reference to Exhibit 10.10 to R&B Falcon's Quarterly
Report on Form 10-Q for the Third Quarter of 1999)
10.75 Agreement dated as of August 31, 1991 among Reading & Bates, Arcade
Shipping AS and Sonat Offshore Drilling Inc. (incorporated by
reference to Exhibit 10.40 to Reading & Bates' Annual Report on Form
10-K for 1991)
+21 Subsidiaries of the Company
+23.1 Consent of Ernst & Young LLP

Number Description
------ -----------

+23.2 Consent of PricewaterhouseCoopers LLP
+24 Powers of Attorney

--------
*Compensatory plan or arrangement.
+Filed herewith.

Exhibits listed above as previously having been filed with the Securities
and Exchange Commission are incorporated herein by reference pursuant to Rule
12b-32 under the Securities Exchange Act of 1934 and made a part hereof with
the same effect as if filed herewith.

Certain instruments relating to long-term debt of the Company and its
subsidiaries have not been filed as exhibits since the total amount of
securities authorized under any such instrument does not exceed 10 percent of
the total assets of the Company and its subsidiaries on a consolidated basis.
The Company agrees to furnish a copy of each such instrument to the Commission
upon request.

Reports on Form 8-K

During the quarter ended December 31, 2000 the Company filed Current
Reports on Form 8-K on October 26, 2000 and on December 4, 2000. The Company
filed a Current Report on Form 8-K on October 26, 2000 reporting under Items 5
and 7 thereof the Company's third quarter earnings. The Company filed a
Current Report on Form 8-K on December 4, 2000 reporting Items 5 and 7 thereof
an update of the Company's fourth quarter earnings prospects.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registration has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on March
19, 2001.

TRANSOCEAN SEDCO FOREX INC.

/s/ Robert L. Long
By: _________________________________
Robert L. Long
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on March 19, 2001.

Signature Title
--------- -----

* Chairman of the Board of
______________________________________ Directors
Victor E. Grijalva

/s/ J. Michael Talbert President, Chief Executive
______________________________________ Officer and Director
J. Michael Talbert (Principal Executive
Officer)

/s/ Robert L. Long Executive Vice President
______________________________________ and Chief Financial
Robert L. Long Officer (Principal
Financial Officer)

/s/ Ricardo H. Rosa Vice President and
______________________________________ Controller (Principal
Ricardo H. Rosa Accounting Officer)

* Director
______________________________________
Charles A. Donabedian

* Director
______________________________________
Richard D. Kinder

* Director
______________________________________
Ronald L. Kuehn, Jr.

* Director
______________________________________
Arthur Lindenauer

Signature Title
--------- -----

* Director
______________________________________
Paul B. Loyd, Jr.

* Director
______________________________________
Martin B. McNamara

* Director
______________________________________
Roberto Monti

* Director
______________________________________
Richard A. Pattarozzi

* Director
______________________________________
Alain Roger

* Director
______________________________________
Kristian Siem

* Director
______________________________________
Ian C. Strachan

/s/ Eric B. Brown
*By: _________________________________ Director
Eric B. Brown
(Attorney-in-Fact)