SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 17, 2001 R&B FALCON CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-13729 76-0544217 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 4 GREENWAY PLAZA HOUSTON, TEXAS 77046 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (713) 232-7500 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 17 and 19, 2001, R&B Falcon Corporation ("R&B Falcon") and one of its subsidiaries sold in separate transactions the following nine drilling units (the "Drilling Units") to Transocean Offshore International Ventures Limited (the "Buyer"): the Jack Bates, the Deepwater Millenium, the Deepwater Expedition, the Peregrine I, the Deepwater Horizon, the C. Kirk Rhein, the Falcon 100, the Deepwater Navigator and the Deepwater Discovery. Both R&B Falcon and the Buyer are wholly owned direct or indirect subsidiaries of Transocean Sedco Forex Inc. ("TSF"). The Buyer is not a direct or indirect subsidiary of R&B Falcon. Each of the directors and officers of R&B Falcon are officers of TSF. In consideration of the sales of the Drilling Units, an aggregate of $1,190 million of debt owed by R&B Falcon to TSF was either cancelled or transferred to a subsidiary of R&B Falcon and the Buyer delivered promissory notes bearing interest at 5.72% per annum and due August 17, 2011 in the aggregate amount of $425 million. The amount of the consideration was determined based on an appraisal of each of the Drilling Units provided by an independent rig broker. At the time of the sales, each of the Drilling Units was being utilized in connection with a drilling contract between a subsidiary of R&B Falcon and a customer. These contracts were not transferred, and R&B Falcon or its subsidiaries have secured the use of the Drilling Units for the purpose of performing these contracts through charters or other arrangements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) PRO FORM FINANCIAL INFORMATION The pro forma financial information required by Item 7(b) of Form 8-K is as set forth below: BUSINESS COMBINATION On August 19, 2000, R&B Falcon entered into an Agreement and Plan of merger with TSF, a Cayman Islands company, whereby each share of R&B Falcon's common stock would convert into 0.5 ordinary shares of TSF (the "merger"). The common shareholders of R&B Falcon approved the merger at a special meeting on December 12, 2000. On January 31, 2001, the merger was completed and R&B Falcon became an indirect wholly owned subsidiary of TSF. In connection with the merger, TSF also assumed warrants and options exercisable for R&B Falcon common stock prior to the merger. Such warrants and options are exercisable for approximately 13.2 million TSF ordinary shares. The merger was accounted for as a purchase with TSF as the accounting acquiror. Accordingly, the purchase price was allocated to the assets and liabilities of R&B Falcon based on their estimated fair values as of January 31, 2001 with the excess accounted for as goodwill. The purchase price adjustments were "pushed down" to the consolidated financial statements of R&B Falcon. In January 2001, in connection with the merger, R&B Falcon recorded expense of approximately $58.0 million including: 1) payment of an investment advisory fee of $19.6 million to Morgan Stanley; 2) payment of termination benefits of $25.1 million to seven employees in accordance with employment contracts; and 3) recording of a $9.5 million charge due to the acceleration of vesting of certain stock options and restricted stock grants previously awarded to certain employees. In addition, R&B Falcon contributed its inland marine support vessel business, consisting primarily of shallow water tugs, crewboats and utility barges, to Delta Towing Holdings, LLC ("Delta Towing"). In connection with this contribution, R&B Falcon received secured contingent notes totaling $144.0 million and a 25 percent ownership interest in Delta Towing. R&B Falcon recorded a pre-tax charge of $64.0 million, which is included in operating and maintenance expense, as a reserve against the contingent notes in January 2001. The remaining 75 percent ownership interest is beneficially owned by unrelated third parties. HOW WE PREPARED THE UNAUDITED PRO FORMA FINANCIAL INFORMATION The balance sheet data assumes the sale of the Drilling Units was completed on June 30, 2001. The operating results data for the year ended December 31, 2000 and the six months ended June 30, 2001 assume the merger with TSF and the sale of the Drilling Units were completed on January 1, 2000. Certain reclassifications have been made to prior periods to conform with the current period's presentation. If R&B Falcon had merged with TSF and completed the sale of the Drilling Units on the dates assumed in the pro forma condensed consolidated financial statements, R&B Falcon might have performed differently. You should not rely on the pro forma condensed consolidated financial information as an indication of the financial position or results of operations that R&B Falcon would have achieved had the merger and sale of the Drilling Units taken place earlier or of the future financial position or results of operations that R&B Falcon will achieve after the merger and sale of the Drilling Units. 2

See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 3

See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 4

See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 5 R&B FALCON CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (amounts in millions) (1) A summary of the pro forma adjustments to effect the merger and to eliminate the results of operations of R&B Falcon's inland marine support vessel business which was disposed of in connection with the closing of the merger is as follows: (a) Operating revenues -- Represents the results of operations of R&B Falcon's inland marine support vessel business. (b) Operating and maintenance -- Represents the results of operations of R&B Falcon's inland marine support vessel business. (c) Depreciation and amortization -- A reconciliation of the pro forma adjustment to depreciation and amortization is as follows:

(d) General and administrative -- Represents adjustments resulting from the fair value adjustments of R&B Falcon's defined benefit pension plans, other post retirement benefit plans and the early vesting of restricted stock and the elimination of the results of operations of R&B Falcon's inland marine support vessel business. (e) Merger costs -- Represents adjustments to merger costs incurred by R&B Falcon in 2000. (f) Other income (expense), net -- A reconciliation of the pro forma adjustment to other income (expense), net is as follows: 6

(g) Income tax expense -- Represents the incremental effect on U.S. income taxes related to pro forma adjustments and the elimination of the results of operations of R&B Falcon's inland marine support vessel business. The amortization of goodwill is assumed to be nondeductible for tax purposes. (2) Represents the pro forma adjustments needed to reflect the disposition of the Drilling Units and the related reduction of debt and receipt of promissory notes. (3) Represents the pro forma increase in charter hire expense, reduction in depreciation expense, reduction in operating expense, reduction in interest expense and related income tax effect resulting from the disposition and subsequent charter of the Drilling Units. (c) EXHIBITS 2.1 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the Jack Bates. 2.2 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Millenium. 2.3 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Expedition. 2.4 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Peregrine I. 2.5 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the Deepwater Horizon. 2.6 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the C. Kirk Rhein. 7 2.7 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Falcon 100. 2.8 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Navigator. 2.9 Drilling Rig Sales Agreement dated as of August 19, 2001 between R&B Falcon and the Buyer relating to the Deepwater Discovery. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. R&B FALCON CORPORATION Date: August 31, 2001 By: /s/ Eric B. Brown --------------------------------- Name: Eric B. Brown Title: Vice President 9

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