<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
--------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to ________________
Commission file number 1-7179
--------
TRANSOCEAN SEDCO FOREX SAVINGS PLAN
(Named changed January 1, 2000,
formerly Transocean Offshore Savings Plan)
(Full Title of the Plan and the Address of
the Plan, if Different from that of the
Issuer named below)
TRANSOCEAN SEDCO FOREX INC.
4 Greenway Plaza
Houston, Texas 77046
(Name of Issuer of the Securities Held Pursuant
to the Plan and Address of its
Principal Executive Office)
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
Index to Financial Statements
December 31, 1999
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors....................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits................. 2
Statements of Changes in Net Assets Available for Benefits...... 3
Notes to Financial Statements................................... 4
Supplemental Schedule
Schedule H, Line 4 (i) - Schedule of Assets Held for Investment
Purposes at End of Year.................................. 9
</TABLE>
<PAGE>
Report of Independent Auditors
The Administrative Committee
Transocean Offshore Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Transocean Offshore Savings Plan as of December 31, 1999 and 1998, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year as of December 31, 1999 is
presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 24, 2000
Houston, Texas /s/Ernst & Young LLP
1
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31,
1999 1998
----------- ------------
Investments, at Fair Value $48,577,960 $36,497,632
Contributions Receivable:
Employee 249,145 --
Employer 129,828 --
--------------------------------------------------------------
Net assets available for benefits $48,956,933 $36,497,632
==============================================================
See accompanying notes.
2
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998
------------- -------------
Additions:
<S> <C> <C>
Contributions:
Employee $ 5,244,246 $ 4,544,224
Employer 2,457,137 2,269,074
----------------------------------------------------------------------------------------------
Total contributions 7,701,383 6,813,298
----------------------------------------------------------------------------------------------
Investment income (loss):
Net appreciation (depreciation) in fair value of investments 6,866,846 (8,167,422)
Other investment income 1,939,367 1,352,354
----------------------------------------------------------------------------------------------
Total investment income (loss) 8,806,213 (6,815,068)
----------------------------------------------------------------------------------------------
Total additions 16,507,596 (1,770)
Deductions:
Participant loan processing fees (10,987) (7,289)
Benefits paid to participants (4,037,308) (3,162,004)
----------------------------------------------------------------------------------------------
Total deductions (4,048,295) (3,169,293)
----------------------------------------------------------------------------------------------
Net increase (decrease) 12,459,301 (3,171,063)
----------------------------------------------------------------------------------------------
Net assets available for benefits:
Beginning of year 36,497,632 39,668,695
----------------------------------------------------------------------------------------------
End of year $48,956,933 $36,497,632
==============================================================================================
</TABLE>
See accompanying notes
3
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description
----------------
The Transocean Offshore Savings Plan (the "Plan") is a defined contribution
plan which was established on June 25, 1993. The following description of the
Plan provides only general information of Plan provisions during the years ended
December 31, 1999 and 1998. See Note 6 for a description of Plan changes after
December 31, 1999. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
Participation in the Plan is voluntary. The Plan is administered by an
Administrative Committee, composed of at least three members, which is appointed
by the Finance/Benefits Committee of the Board of Directors of Transocean Sedco
Forex Inc. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). Plan assets are held by the Plan trustee,
Fidelity Management Trust Company ("Fidelity").
Eligibility
All employees of participating Employers, as defined in the Plan, who are
citizens or permanent residents of the United States are eligible to participate
in the Plan after completion of one full calendar month of service (see Note 6).
Contributions
Participants may elect to make contributions to the Plan with pre-tax
dollars ("Before-Tax Contributions"), pursuant to Section 401(k) of the Internal
Revenue Code (the "Code"), and/or contributions with after-tax dollars
("After-Tax Contributions") up to a maximum of 20 percent of earnings per pay
period.
The Plan allows rollovers from other qualified plans. Participants may
invest their rollovers into the Transocean Offshore Inc. common stock fund (a
unitized fund investing in Transocean Sedco Forex Inc. ordinary shares) or any
of the mutual funds available under the Plan. Amounts rolled over can be
withdrawn at any time.
4
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description (continued)
-----------------------------
Participating Employer Matching Contributions
The participating Employer matching contributions for each participant are
equal to the sum of 100 percent of the first 3 percent of earnings contributed
by the participant to the Plan, plus 50 percent of the next 3 percent of
earnings contributed by the participant to the Plan. Such percentages are
applied on a pay period by pay period basis. Earnings are defined as base pay
plus overtime pay associated with base pay. Diversification of participating
Employer matching contributions is permitted. Participants may direct
participating Employer matching contributions into any investment fund offered
by the Plan on a daily basis. Participants may also transfer participating
Employer matching account balances between all investment funds on a daily
basis.
Investment of Earnings
All dividends paid on Transocean Sedco Forex Inc. ordinary shares held in
the Transocean Offshore Inc. common stock fund are used to purchase additional
units of that stock fund. Earnings on mutual funds are reinvested in that fund.
Vesting
Participants are immediately vested in their After-Tax, Before-Tax and
participating Employer matching contributions plus actual earnings thereon.
Withdrawals
Participants may not withdraw Before-Tax Contributions and earnings thereon
until the earliest of termination of employment, attainment of age 59 1/2 or in
the event of financial hardship (see Note 6). There is no limit on the number of
withdrawals which may be made by participants from their accounts after age
70 1/2. Participants can withdraw After-Tax Contributions and earnings thereon
once in any 12-month period after one year of Plan participation. Except as
noted below, participating Employer matching contributions and earnings thereon
cannot be withdrawn from the Plan prior to termination of employment.
Participating Employer matching contributions and earnings thereon resulting
from contributions made prior to June 4, 1993 can be withdrawn once in any 12-
month period. All distributions from mutual funds are made in cash. All amounts
invested in the Transocean Offshore Inc. common stock fund or Sonat Inc.'s
common stock fund, whether purchased with participant or participating Employer
contributions, are distributed in the form of stock certificates or cash at the
participant's election. Dividends paid to Fidelity on units purchased for or
credited to the participant's account prior to the distribution of such units to
the participant are applied to the purchase of additional units for the
participant's account.
Upon termination of service for any reason, if a participant's account is
less than or equal to $5,000, the account balance will automatically be
distributed to the participant within 12 months following termination unless
otherwise requested. Participants may request distributions upon termination for
accounts greater than $5,000.
5
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description (continued)
----------------------------
Participant Loans
Participants may borrow from their account balance up to a maximum of
50 percent of their balance, with a minimum loan amount of $1,000 and maximum of
$50,000. Participants may have two loans outstanding at any one time-- a
"general loan" which can be used for any purpose and is to be repaid over five
years or less and a "home loan" which can only be used to purchase a primary
residence and is required to be repaid in equal amounts over 15 years or less.
Loans bear interest at prime rate at the beginning of the quarter in which the
loan originates plus 1 percent. The interest rate is fixed for the term of the
loan. Interest is repaid to the participant's account. There is a one-time loan
origination fee of $35 per loan and an annual maintenance fee of $15 for each
calendar year the loan is outstanding. These fees are deducted from the
participant's account. Outstanding loan amounts are due upon termination of
employment.
Plan Termination
It is intended that the Plan will continue, although the Plan may be
amended or discontinued at any time subject to the provisions of ERISA. In the
event the Plan is terminated, the full amount credited to each participant's
account will be payable as soon as practicable following such termination.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting in accordance with accounting principles generally accepted in the
United States. Certain prior year amounts have been reclassified to conform to
the current year presentation.
Use of Estimates
The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements, accompanying notes and schedules. Actual results may differ from
those estimates.
Investment Valuation
Amounts invested in the investment funds are carried at fair value based on
the last quoted sales price of the year. Participant loans are valued at
amortized cost which approximates fair value.
6
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Unit Accounting
The Plan utilizes the unit method of accounting, which allows the
Transocean Offshore Inc. common stock fund to hold a small amount of cash for
liquidity purposes. The value of each unit does not vary significantly from the
price of the ordinary shares held in the fund. The ordinary share price is
readily available to the participants and is printed in many publications.
Participants may hold units of the Transocean Offshore Inc. common stock fund
representing their proportionate interest in both the ordinary shares and cash
held in the fund.
3. Investments
-----------
Investments that represent 5 percent or more of the Plan's net assets are as
follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
------------ ------------
<S> <C> <C>
Transocean Offshore Inc. common stock fund, 519,261
and 406,000 ordinary shares, respectively $17,608,329 $ 10,885,875
Sonat Inc. common stock fund, 0 and 149,036 shares, respectively - 4,033,287
Fidelity Magellan Fund, 91,008 and 64,884 shares, respectively 12,434,439 7,839,340
Spartan U.S. Equity Index Portfolio, 110,918 and 94,863
shares, respectively 5,777,706 4,170,197
Fidelity Retirement Government Money Market Portfolio,
5,131,348 and 2,880,864 shares, respectively 5,131,348 2,880,864
Fidelity Puritan Fund, 249,213 and 227,612 shares, respectively 4,742,527 4,568,182
</TABLE>
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
Years Ended
December 31,
1999 1998
----------- ------------
Mutual funds $ 1,860,926 $ 2,428,514
Common stock funds 5,005,920 (10,595,936)
----------- ------------
Net appreciation (depreciation) $ 6,866,846 $ (8,167,422)
=========== ============
The Sonat Inc. common stock fund is not a current investment option for the
Plan. Until July 1, 1999 participants held units of the Sonat Inc. common stock
fund in the Plan as a result of the transfer of balances and the merger of
predecessor plans into the Plan. Dividends received and participant loan
repayments relating to the Sonat Inc. common stock fund were reinvested into
such fund, but no additional units could be purchased by participants.
Participants in the Plan were required to transfer their investment balances in
the Sonat Inc. common stock fund to one of the current investment options by
July 1, 1999. If no action were taken to liquidate the fund before July 1, 1999,
the balance in this stock fund automatically transferred to the Fidelity
Retirement Government Money Market Portfolio.
7
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. Income Tax Status
-----------------
The Plan received a determination letter from the Internal Revenue
Service dated February 20, 1998, stating that the Plan is qualified under
Section 401(a) of the Code and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
5. Transactions with Parties-in-Interest
-------------------------------------
Fidelity executed all mutual fund investment transactions for the years
ended December 31, 1999 and 1998. Fidelity also provided certain accounting
services to the Plan. The participating Employers have paid all
administrative expenses of the Plan, including legal, accounting and
trustee fees.
6. Subsequent Events
-----------------
On December 31, 1999, Transocean Offshore Inc. merged with Sedco Forex
Holdings Limited ("Sedco Forex"). As a result of the merger, Transocean
Offshore Inc. changed its name to Transocean Sedco Forex Inc. On January 1,
2000, the Transocean Offshore Savings Plan changed its name to the
Transocean Sedco Forex Savings Plan.
Effective January 1, 2000, former employees of Sedco Forex who have
satisfied the Plan's one (1) month service requirement and are U.S.
citizens, U. S. permanent residents or non U.S. citizens working in the
U.S. and subject to U.S. taxes become eligible to participate in the Plan,
if they are employed in an eligible job category.
Also, effective January 1, 2000, hardship withdrawals attributable to
Before-Tax Contribution are not eligible for any type of rollover. This was
a result of a change in the law.
On April 1, 2000, the Plan was amended such that, effective June 1,
2000, non U.S. citizens (other than U.S. permanent residents) working in
the United States and subject to U. S. taxes who are not participating in
the Plan have the option to commence participation if they are employed in
an eligible job category.
8
<PAGE>
TRANSOCEAN OFFSHORE SAVINGS PLAN
Schedule H, Line 4 (i) - Schedule of Assets Held for Investment Purposes at End
of Year
PN: 002
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Units/ Current
Identity of Issuer and Title Description Shares Value
------------------------------ ----------------- --------- -----------
<S> <C> <C> <C>
* Transocean Offshore Inc.
Common Stock Fund Common Stock Fund 519,261 $17,608,329
* Fidelity Magellan Fund Mutual Fund 91,008 12,434,439
* Spartan U.S. Equity
Index Portfolio Mutual Fund 110,918 5,777,706
* Fidelity Ret. Government
Money Market Portfolio Mutual Fund 5,131,348 5,131,348
* Fidelity Puritan Fund Mutual Fund 249,213 4,742,527
Neuberger & Berman
Partners Trust Mutual Fund 38,011 683,435
MAS Fixed Income Portfolio Mutual Fund 28,480 310,147
Templeton Foreign Fund A Mutual Fund 24,086 270,239
* Participant Loans Loans Receivable
with various maturity
dates and interest rates
ranging from 8.75% to
9.50% 1,619,790
-----------
Total Investments $48,577,960
===========
</TABLE>
* Indicates a party-in-interest to the Plan.
9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Transocean Offshore Savings Plan has duly caused this Annual Report on Form 11-K
to be signed on its behalf by the undersigned hereunto duly authorized, on the
19th day of June, 2000.
by TRANSOCEAN OFFSHORE SAVINGS PLAN
By /s/ Paul J. Grant
----------------------------------
Paul J. Grant
Plan Administrator
<PAGE>
EXHIBIT LIST
------------
Number
------
1. Consent of Independent Auditors Filed herewith
