<PAGE>
--------------------------------------------------------------------------------

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


                                    FORM 10-Q

                 (Mark One)
                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

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

                          Commission File Number 1-5471

                               Global Marine Inc.
             (Exact name of registrant as specified in its charter)


                    Delaware                              95-1849298
        (State or other jurisdiction of                  (IRS Employer
         incorporation or organization)               Identification No.)

    777 N. Eldridge Parkway, Houston, Texas               77079-4493
   (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (281) 596-5100



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 [ ]



The Registrant meets the conditions set forth in Instruction H(1)(a) and (b) of
Form 10-Q and is therefore filing this form with the reduced disclosure format.


--------------------------------------------------------------------------------


<PAGE>


                       GLOBAL MARINE INC. AND SUBSIDIARIES

                         TABLE OF CONTENTS TO FORM 10-Q

                          QUARTER ENDED MARCH 31, 2002

                                                                          Page
PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

       Report of Independent Accountants                                    3

       Condensed Consolidated Statements of Income for the
            Three Months Ended March 31, 2002 and 2001                      4

       Condensed Consolidated Balance Sheets as of
            March 31, 2002 and December 31, 2001                            5

       Condensed Consolidated Statements of Cash Flows for the
            Three Months Ended March 31, 2002 and 2001                      7

       Notes to Condensed Consolidated Financial Statements                 8

   Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                           14


PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K                               21

SIGNATURE                                                                  22

                       -----------------------------------

                           FORWARD-LOOKING STATEMENTS

Under the Private Securities Litigation Reform Act of 1995, companies are
provided a "safe harbor" for discussing their expectations regarding future
performance. We believe it is in the best interests of our shareholders and the
investment community to use these provisions and provide such forward-looking
information. We do so in this report and other communications. Forward-looking
statements are often but not always identifiable by use of words such as
"anticipate," "believe," "budget," "could," "estimate," "expect," "forecast,"
"intend," "may," "might," "plan," "predict," "project," and "should."

Our forward-looking statements include statements about the following subjects:
our liabilities related to our restructuring program and our expectation that we
will satisfy substantially all such liabilities by December 31, 2002; recent
strengthening in natural gas prices and our optimism that it will result in
increases in drilling activity in the U.S. Gulf of Mexico, which may increase
utilization levels and dayrates over the course of 2002; our ability to meet all
of our current obligations, including working capital

                                       1

<PAGE>


requirements, capital expenditures and debt service; the anticipated effect of
the required adoption of SFAS No. 143 in 2003; and any other statements that are
not historical facts.

Our forward-looking statements speak only as of the date of this report and are
based on currently available industry, financial, and economic data and our
operating plans. They are also inherently uncertain, and investors must
recognize that events could turn out to be materially different from our
expectations.

Factors that could cause or contribute to such differences include, but are not
limited to:

     -    severance costs in connection with our restructuring program, which
          can be influenced by general economic conditions and the availability
          of employment opportunities outside the Company;

     -    regional or worldwide demand for oil or natural gas and resulting
          fluctuations in the price of oil or natural gas and the level of
          activity in oil or natural gas exploration, development and
          production;

     -    competition and market conditions in the offshore contract drilling
          industry, including dayrates and utilization;

     -    changes in oil and natural gas drilling technology or in our
          competitors drilling rig fleets that could make our drilling rigs less
          competitive or require major capital investments to keep them
          competitive;

     -    the adequacy of sources of liquidity;

     -    the effect of litigation and other contingencies; and

     -    such other factors as may be discussed in the "Risk Factors" section
          under Items 1 and 2 and elsewhere in our Annual Report on Form 10-K
          for the year ended December 31, 2001, and in our other reports filed
          with the U.S. Securities and Exchange Commission.

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 DISCLAIM ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY
UPDATES OR REVISIONS TO OUR STATEMENTS, FORWARD-LOOKING OR OTHERWISE, TO REFLECT
CHANGES IN OUR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES
ON WHICH ANY SUCH STATEMENTS ARE BASED.


                                       2

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholder of Global Marine Inc.

We have reviewed the accompanying condensed consolidated balance sheets of
Global Marine Inc. and subsidiaries as of March 31, 2002, and the related
condensed consolidated statements of income for each of the three-month periods
ended March 31, 2002 and 2001 and the condensed consolidated statements of cash
flows for the three-month periods ended March 31, 2002 and 2001. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheets as of December
31, 2001, and the related consolidated statements of income, shareholders'
equity, and of cash flows for the year then ended (not presented herein); and in
our report dated March 14, 2002, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 2001,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.



/s/ PricewaterhouseCoopers LLP

Houston, Texas
May 13, 2002



                                       3
<PAGE>



                       GLOBAL MARINE INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    ($ in millions, except per share amounts)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                        -----------------------
                                                         2002             2001
                                                        -------         -------
<S>                                                     <C>             <C>
Revenues:
  Contract drilling                                     $ 201.3         $ 184.9
  Drilling management services                             76.1            83.6
  Oil and gas                                               1.7             6.3
                                                        -------         -------
    Total revenues                                        279.1           274.8
                                                        -------         -------
Expenses:
  Contract drilling                                       108.8            88.2
  Drilling management services                             69.6            83.0
  Oil and gas                                               0.8             0.7
  Depreciation, depletion and amortization                 35.1            32.7
  General and administrative                                3.7             5.6
                                                        -------         -------
    Total operating expenses                              218.0           210.2
                                                        -------         -------
Operating income                                           61.1            64.6

Other income (expense):
  Interest expense                                        (14.3)          (14.1)
  Interest income                                           2.8             2.9
  Other                                                    (0.3)            -
                                                        -------         -------
    Total other income (expense)                          (11.8)          (11.2)
                                                        -------         -------
    Income before income taxes                             49.3            53.4

Provision for income taxes:
  Current tax provision                                     4.6             2.7
  Deferred tax provision                                    0.7            10.0
                                                        -------         -------
    Total provision for income taxes                        5.3            12.7
                                                        -------         -------
Net income                                              $  44.0         $  40.7
                                                        =======         =======
</TABLE>






            See notes to condensed consolidated financial statements.



                                       4
<PAGE>


                       GLOBAL MARINE INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)


                                     ASSETS



<TABLE>
<CAPTION>
                                                     March 31,     December 31,
                                                       2002           2001
                                                     ---------     ------------
<S>                                                  <C>             <C>
Current assets:
  Cash and cash equivalents                          $  449.2        $  369.3
  Marketable securities                                  39.7            39.6
  Accounts receivable, net of allowances                196.4           192.7
  Costs incurred on turnkey drilling projects
    in progress                                           4.1             5.0
  Prepaid expenses                                        5.0            10.9
  Future income tax benefits                              3.4             2.3
  Other current assets                                    0.8             1.2
                                                     --------        --------
    Total current assets                                698.6           621.0
                                                     --------        --------

Properties and equipment:
  Rigs and drilling equipment, less accumulated
    depreciation of $713.8 at March 31, 2002, and
    $669.3 at December 31, 2001                       1,886.8         1,891.5
  Oil and gas properties, full-cost method,
    less accumulated depreciation, depletion and
    amortization of $19.8 at March 31, 2002, and
    $19.3 at December 31, 2001                            6.2             6.4
                                                     --------        --------
Net properties                                        1,893.0         1,897.9

Other assets                                             55.4            96.5
                                                     --------        --------
Total assets                                         $2,647.0        $2,615.4
                                                     ========        ========
</TABLE>






            See notes to condensed consolidated financial statements.


                                       5
<PAGE>



                       GLOBAL MARINE INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                                 ($ in millions)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                 March 31,       December 31,
                                                                   2002              2001
                                                                 ---------       ------------
<S>                                                               <C>              <C>
Current liabilities:
  Accounts payable                                                $   86.2         $   83.4
  Accrued compensation and related employee costs                     16.8             27.6
  Accrued income taxes                                                16.6             16.8
  Accrued interest                                                     8.8              8.9
  Other accrued liabilities                                           33.2             37.4
                                                                  --------         --------
    Total current liabilities                                        161.6            174.1
                                                                  --------         --------

Long-term debt                                                       915.1            912.2
Capital lease obligation                                              17.4             17.0
Deferred income taxes                                                 29.5             27.7
Other long-term liabilities                                           40.7             45.3
Contingencies (Note 3)                                                   -                -

Stockholders' equity:
  Preferred stock, $0.01 par value, 10,000,000 shares
    authorized, no shares issued or outstanding                          -                -
  Common stock and additional paid-in capital, $0.10 par
    value, 300,000,000 shares authorized, 100 shares issued
    and outstanding at both March 31, 2002 and
    December 31, 2001                                                377.2            377.3
  Retained earnings                                                1,120.2          1,076.2
  Accumulated other comprehensive loss                               (14.7)           (14.4)
                                                                  --------         --------
    Total stockholders' equity                                     1,482.7          1,439.1
                                                                  --------         --------
    Total liabilities and stockholders' equity                    $2,647.0         $2,615.4
                                                                  ========         ========
</TABLE>





            See notes to condensed consolidated financial statements.

                                       6

<PAGE>



                       GLOBAL MARINE INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 ($ in millions)


<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ----------------------------
                                                                    2002               2001
                                                                 ----------          --------
<S>                                                                <C>                <C>
Cash flows from operating activities:
  Net income                                                       $ 44.0             $ 40.7
  Adjustments to reconcile net income to net
    cash flow provided by operating activities:
    Depreciation, depletion and amortization                         35.1               32.7
    Deferred income taxes                                             0.7               10.0
    (Increase) decrease in accounts receivable                       (3.7)              40.8
    Decrease (increase) in prepaid expenses and other
      current assets                                                  7.2               (8.8)
    Decrease in accounts payable                                     (1.6)             (38.0)
    Decrease in accrued liabilities                                 (15.3)             (11.2)
    Other, net                                                       (4.1)              (5.6)
                                                                   ------             ------
      Net cash flow provided by operating activities                 62.3               60.6
                                                                   ------             ------
Cash flows from investing activities:
  Capital expenditures                                              (25.9)              (9.9)
  Purchases of held-to-maturity marketable securities               (39.7)                 -
  Proceeds from maturities of held-to-maturity
    marketable securities                                            39.6                  -
  Proceeds from sales of properties and equipment                    43.6                0.8
                                                                   ------             ------
    Net cash flow provided by (used in) investing activities         17.6               (9.1)
                                                                   ------             ------
Cash flows from financing activities:
  Proceeds from issuance of common stock                               -                 5.5
                                                                   ------             ------

    Net cash flow provided by financing activities                     -                 5.5
                                                                   ------             ------
Increase in cash and cash equivalents                                79.9               57.0
Cash and cash equivalents at beginning of period                    369.3              144.3
                                                                   ------             ------
Cash and cash equivalents at end of period                         $449.2             $201.3
                                                                   ======             ======
</TABLE>




            See notes to condensed consolidated financial statements.

                                       7

<PAGE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

BASIS OF PRESENTATION

Global Marine Inc. (the "Company") is a domestic and international offshore
drilling contractor, with a fleet of 33 mobile offshore drilling rigs worldwide,
providing offshore drilling services on a daily-rate ("dayrate") basis in the
U.S. Gulf of Mexico and internationally. The Company also provides drilling
management services on a dayrate or completed-project, fixed-price ("turnkey")
basis. As part of its drilling management services business, the Company
provides planning, engineering and management services beyond the scope of its
traditional contract drilling business. The Company also engages in oil and gas
exploration, development and production activities principally in order to
facilitate the acquisition of turnkey contracts for its drilling management
services operations. As a result of the Merger described below, the Company is
now a wholly-owned subsidiary of GlobalSantaFe Corporation ("GlobalSantaFe").

The condensed consolidated financial statements include the accounts of Global
Marine Inc. and its consolidated subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Unless the context otherwise
requires, the term "Company" refers to Global Marine Inc. and its consolidated
subsidiaries. The condensed consolidated financial statements and related
footnotes are presented in U.S. dollars and in accordance with accounting
principles generally accepted in the United States of America.

The financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods. Such adjustments are considered to be of a normal recurring nature
unless otherwise identified. Interim-period results may not be indicative of
results for the full year. The year-end condensed consolidated balance sheet was
derived from audited financial statements but does not include all disclosures
required by accounting principles generally accepted in the United States of
America.

These interim financial statements should be read in conjunction with the
Company's audited financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.

MERGER OF SANTA FE INTERNATIONAL CORPORATION AND GLOBAL MARINE INC.

On November 20, 2001, Santa Fe International Corporation ("Santa Fe
International") and the Company consummated their business combination with the
merger (the "Merger") of an indirect wholly-owned subsidiary of Santa Fe
International with and into the Company, with the Company surviving the Merger
as a wholly-owned subsidiary of Santa Fe International. In connection with the
Merger, Santa Fe International was renamed GlobalSantaFe Corporation. At the
effective time of the Merger, each issued and outstanding share of the Company's
common stock, par value $0.10 per share, was converted into the right to receive
0.665 ordinary shares, par value $0.01 per share, of GlobalSantaFe
("GlobalSantaFe Ordinary Shares"). Approximately 118 million GlobalSantaFe
Ordinary Shares were issued in connection with the Merger.

RESTRUCTURING COSTS

In connection with the Merger, GlobalSantaFe has implemented a restructuring
designed to streamline its organization and improve efficiency. The portion of
this restructuring program affecting the Company

                                       8

<PAGE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

involves a workforce reduction of approximately 30 positions, the consolidation
of the Company's administrative office in Lafayette into the Company's Houston
office, and the consolidation of Santa Fe International's and the Company's
North Sea administrative offices in Aberdeen, Scotland. The employee functions
affected are primarily corporate support in nature and include accounting,
information technology and employee benefits, among others. Approximately 80% of
the affected positions are located in Houston, and the remaining 20% are located
in Aberdeen.

Estimated restructuring costs in connection with the Company's portion of the
restructuring program were recorded as a pretax charge in the fourth quarter of
2001. The first quarter 2002 payments related to these restructuring costs are
summarized as follows:


<TABLE>
<CAPTION>
                                                       Office Closures          Directors'
                                    Employee          and Consolidation       Separation and
Restructuring Costs:              Severance Costs       of Facilities         Other Costs (2)     Total
------------------------------    ---------------     -----------------       ---------------    -------
                                                         ($ in millions)
<S>                                    <C>                  <C>                     <C>           <C>
Houston and Lafayette Offices:
------------------------------
Number of Employees - 24 (1)
Liability at 12/31/01                  $ 8.2                $4.1                    $2.5          $14.8
Payments                                (0.1)                 -                       -            (0.1)
                                       -----                ----                    ----          -----
Liability at 3/31/02                     8.1                 4.1                     2.5           14.7
                                       -----                ----                    ----          -----

Aberdeen Office:
----------------
Number of Employees - 6 (1)
Liability at 12/31/01                    0.9                 0.2                     0.1            1.2
Payments                                (0.2)                 -                       -            (0.2)
                                       -----                ----                    ----          -----
Liability at 3/31/02                     0.7                 0.2                     0.1            1.0
                                       -----                ----                    ----          -----

Total:
------
Number of Employees - 30 (1)
Liability at 12/31/01                    9.1                 4.3                     2.6           16.0
Payments                                (0.3)                 -                       -            (0.3)
                                       -----                ----                    ----          -----
Liability at 3/31/02                   $ 8.8                $4.3                    $2.6          $15.7
                                       =====                ====                    ====          =====

</TABLE>
---------------

(1)  Estimated at the time of the Merger.

(2)  The liability at March 31, 2002 includes $2.0 million of special
     termination costs related to certain retirement plans which is included in
     Other long-term liabilities in the Condensed Consolidated Balance Sheets.

The Company expects to satisfy substantially all of its liabilities related to
the restructuring program by December 31, 2002.


                                       9

<PAGE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - SEGMENT INFORMATION

Information by operating segment, together with reconciliations to the
consolidated totals, is presented in the following table:


<TABLE>
<CAPTION>


                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
                                                             2002      2001
                                                           --------  --------
                                                            ($ in millions)
<S>                                                         <C>        <C>
Revenues from external customers:
  Contract drilling                                         $201.3     $184.9
  Drilling management services                                76.1       83.6
  Oil and gas                                                  1.7        6.3
                                                            ------     ------
    Consolidated                                            $279.1     $274.8
                                                            ======     ======
Intersegment revenues:
  Contract drilling                                         $  2.3     $  4.2
  Drilling management services                                 2.0        0.9
  Intersegment elimination                                    (4.3)      (5.1)
                                                            ------     ------
    Consolidated                                            $   -      $   -
                                                            ======     ======
Total revenues:
  Contract drilling                                         $203.6     $189.1
  Drilling management services                                78.1       84.5
  Oil and gas                                                  1.7        6.3
  Intersegment elimination                                    (4.3)      (5.1)
                                                            ------     ------
    Consolidated                                            $279.1     $274.8
                                                            ======     ======
Segment income:
  Contract drilling                                         $ 58.8     $ 65.1
  Drilling management services                                 6.4        0.5
  Oil and gas                                                  0.4        5.0
                                                            ------     ------
    Total segment income                                      65.6       70.6
Corporate expenses                                            (4.5)      (6.0)
                                                            ------     ------
    Operating income                                          61.1       64.6
Other income (expense)                                       (11.8)     (11.2)
                                                            ------     ------
    Income before income taxes                              $ 49.3     $ 53.4
                                                            ======     ======
</TABLE>


NOTE 3 - CONTINGENCIES

Applied Drilling Technology Inc. ("ADTI"), a wholly-owned subsidiary of the
Company, Patterson Energy Services, Inc. and Eagle Oilfield Inspection Services,
Inc. are defendants in a civil lawsuit filed in September 2001 by Newfield
Exploration Co. ("Newfield") and its insurance underwriters in the United States
District Court for the Eastern District of Louisiana. The lawsuit arises out of
damage caused to an

                                       10

<PAGE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

offshore well owned by Newfield, which had been drilled by ADTI in the U.S. Gulf
of Mexico pursuant to a turnkey drilling contract and in respect of which
Patterson Services, Inc. and Eagle Oilfield Inspection Services, Inc. also
performed services. The well was damaged following completion of a turnkey
contract when the well head was struck by a fishing vessel. The plaintiffs
allege breach of contract, negligence and breach of warranty on the part of the
defendants and have sued for damages of approximately $13 million. The Company
believes that the claims are without merit, and intends to vigorously pursue the
defense of this matter.

The Company and a number of other participants in the offshore contract drilling
business in the Gulf of Mexico are defendants in a class action lawsuit pending
in the United States District Court for the Southern District of Texas. The
lawsuit alleges a conspiracy among the defendants to fix or restrain wages and
benefits paid to their offshore employees, and seeks an unspecified amount of
damages, treble damages and other relief. Although the Company has vigorously
denied the allegations, it has agreed to settle the lawsuit for a total of $8.7
million, of which $7.6 million will be paid by the Company's insurance
underwriters. This settlement has now been approved by the Court.

In 1998 the Company entered into fixed-price contracts with Harland and Wolff
Shipbuilding and Heavy Industries Limited (the "Shipbuilder") totaling $315
million for the construction of two dynamically positioned, ultra-deepwater
drillships, the Glomar C.R. Luigs and the Glomar Jack Ryan, originally scheduled
for delivery in the fourth quarter of 1999 and first quarter of 2000,
respectively. Pursuant to two 20-year capital lease agreements, the Company
subsequently novated the construction contracts for the drillships to two
financial institutions (the "Lessors"), which now own the drillships and have
agreed to lease them to the Company.

The Company acted as the Lessors' construction supervisor and has paid on behalf
of the Lessors, or provided for the Lessors' payment of, all amounts it believes
were required under the terms of the contracts, including payments for all
approved change orders.

Because the Company was concerned about the Shipbuilder's financial viability
and the satisfactory completion of the drillships in a timely manner, in
November 1999 the Company agreed to provide additional funding to the
Shipbuilder for completion of the two drillships in exchange for certain
assurances by the Shipbuilder and its parent, Fred. Olsen Energy ASA (the
"Funding Agreement").

Under the terms of the Funding Agreement, the Company agreed to advance to the
Shipbuilder, without prejudice to any issues of liability under the shipbuilding
contracts, (pound)57 million ($92.6 million) above the drillships' $315 million
contract price. The Company also agreed to advance amounts equal to half of
subsequent cost overruns until the Company's total advances under the Funding
Agreement reached (pound)65 million ($104.7 million). The Company and the
Lessors have advanced a total of (pound)63.9 million ($103.1 million) under the
Funding Agreement, including (pound)6.9 million ($10.5 million) in connection
with the Company's share of cost overruns.

In December 2001 and January 2002, the Shipbuilder served points of claim in the
existing arbitration proceedings for the shipbuilding contracts for the Glomar
C.R. Luigs and the Glomar Jack Ryan, respectively. The Shipbuilder claims breach
of contract in connection with the Company's obligations regarding design of the
drillships, the timely delivery to the Shipbuilder of owner-furnished equipment
and information relating thereto, and change orders. The Shipbuilder also
requested additional compensation

                                       11

<PAGE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for increases in the steelweight of the drillships. The claims for the two
drillships total (pound)169 million ($248.2 million) together with $43.6 million
with respect to the steelweight claims, in excess of the contract price. With
the exception of a small portion of the steelweight claim, the Company believes
that the claims are totally without merit. The contracts provide that such
claims are to be resolved through arbitration in London.

The Funding Agreement did not settle any portion of the Shipbuilder's claims
referred to above. The agreement provides that the Shipbuilder will repay to the
Company amounts advanced under the Funding Agreement to the extent the amount of
the advanced funds exceeds any arbitration award in favor of the Shipbuilder and
that the Company will pay the Shipbuilder to the extent any arbitration award in
favor of the Shipbuilder exceeds the funds so advanced. In view of the current
financial condition of the Shipbuilder, collection from the Shipbuilder of any
amounts to which the Company may be entitled under the Funding Agreement is
doubtful.

In September 2000, the Shipbuilder requested that the arbitration panel consider
whether the Company had an obligation to pay the final delivery installment upon
completion of the vessel even if the Shipbuilder was in default of its
obligation to deliver the vessel, as the Company contends. The arbitration panel
determined that the contract did so obligate the Company to make the final
delivery installment and issued a preliminary award requiring the payment to the
Shipbuilder of $31.8 million of the $35.8 million contractual delivery
installment. The Company appealed that decision to the Commercial Court in
London and was required to deposit the $31.8 million in the Registry of the
Court. In November 2000, the Commercial Court overturned the decision of the
arbitration panel. In May 2001, the court of appeals reinstituted the award in
favor of the Shipbuilder, and the Company paid the $31.8 million. The
Shipbuilder has now requested that the Company be required to pay the balance of
the delivery installment ($4.0 million). Should the arbitrators agree with the
Shipbuilder, the net effect in that case will be that the Company will have
provided for the payment of the full contract price of $315 million plus the
cost of certain agreed change orders and related expenses. This price excludes
amounts totaling $103.1 million that the Company has advanced under the Funding
Agreement. The Company's liability for the previously disclosed claims and the
Company advances under the Funding Agreement will be determined in the
arbitration proceedings that are currently underway in London.

There are no other material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
Company is a party or of which any of its property is the subject.


NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In 2001 the Financial Accounting Standards Board issued SFAS No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." In May 2002 the FASB issued SFAS No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." The Company adopted the provisions of SFAS No. 142 and
SFAS No. 144 effective January 1, 2002.

SFAS No. 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their initial recognition. The provisions of SFAS No. 142:


                                       12
<PAGE>
                      GLOBAL MARINE INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


o    Eliminate the amortization of goodwill and indefinite-lived intangible
     assets;

o    Require that goodwill and indefinite-lived intangible assets be tested at
     least annually for impairment (and in interim periods if certain events
     occur indicating that the carrying value of goodwill and/or
     indefinite-lived intangible assets may be impaired); and

o    Require that reporting units be identified for the purpose of assessing
     potential future impairments of goodwill.

The adoption of SFAS No. 142 did not have a material effect on the Company's
results of operations, financial position or cash flows.

SFAS No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144, among other things:

o    Establishes criteria to determine when a long-lived asset is held for sale,
     including a group of assets and liabilities that represents the unit of
     accounting for a long-lived asset classified as held for sale;

o    Provides guidance on the accounting for a long-lived asset if the criteria
     for classification as held for sale are met after the balance sheet date
     but before the issuance of the financial statements; and

o    Provides guidance on the accounting for a long-lived asset classified as
     held for sale.

The adoption of SFAS No. 144 did not have a material impact on the Company's
results of operations, financial position or cash flows.

SFAS No. 143 establishes accounting standards for the recognition and
measurement of liabilities in connection with asset retirement obligations, and
is effective for fiscal years beginning after June 15, 2002. The Company does
not anticipate that the required adoption of SFAS No. 143 in 2003 will have a
material effect on its results of operations, financial position or cash flows.

SFAS No. 145, among other things, addresses the criteria for the classification
of extinguishment of debt as an extraordinary item and addresses the accounting
treatment of certain sale-leaseback transactions. This statement is effective
for fiscal years beginning after May 15, 2002. The Company is currently
assessing the effect, if any, of the adoption of this statement on its results
of operations, financial position and cash flows.

                                       13

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The Company is a domestic and international offshore drilling contractor, with a
modern, diversified fleet of 33 mobile offshore drilling rigs worldwide,
providing offshore drilling services on a daily-rate ("dayrate") basis in the
U.S. Gulf of Mexico and internationally. The Company also provides offshore oil
and gas drilling management services on a dayrate or completed-project,
fixed-price ("turnkey") basis. As part of its drilling management services, the
Company provides planning, engineering and management services beyond the scope
of its traditional contract drilling business. The Company also engages in oil
and gas exploration, development and production activities principally in order
to facilitate the acquisition of turnkey contracts for its drilling management
services operations. As a result of the Merger, discussed below, the Company is
now a wholly-owned subsidiary of GlobalSantaFe Corporation.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The Company's consolidated financial statements are impacted by the accounting
policies used and the estimates and assumptions made by management during their
preparation. These policies, estimates and assumptions affect the carrying
values of assets and liabilities and disclosures of contingent assets and
liabilities at the balance sheet date and the amounts of revenues and expenses
recognized during the period. Actual results could differ from such estimates
and assumptions. For a discussion of the critical accounting policies and
estimates that the Company uses in the preparation of its condensed consolidated
financial statements, see "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001.

MERGER WITH SANTA FE INTERNATIONAL

On November 20, 2001, the Company merged (the "Merger") with a subsidiary of
Santa Fe International Corporation and became a wholly-owned subsidiary of Santa
Fe International, which was renamed GlobalSantaFe Corporation ("GlobalSantaFe")
at the time of the Merger.

RESTRUCTURING COSTS

In connection with the Merger, GlobalSantaFe has implemented a restructuring
designed to streamline its organization and improve efficiency. The portion of
this restructuring program affecting the Company involves a workforce reduction
of approximately 30 positions, the consolidation of the Company's administrative
office in Lafayette into the Company's Houston office, and the consolidation of
Santa Fe International's and the Company's North Sea administrative offices in
Aberdeen, Scotland. The employee functions affected are primarily corporate
support in nature and include accounting, information technology and employee
benefits, among others. Approximately 80% of the affected positions are located
in Houston, and the remaining 20% are located in Aberdeen.

Estimated restructuring costs in connection with the Company's portion of the
restructuring program were recorded as a pretax charge in the fourth quarter of
2001. The first quarter 2002 payments related to these restructuring costs are
summarized as follows:

                                       14

<PAGE>


<TABLE>
<CAPTION>
                                                       Office Closures          Directors'
                                    Employee          and Consolidation       Separation and
Restructuring Costs:              Severance Costs       of Facilities         Other Costs (2)     Total
------------------------------    ---------------     -----------------       ---------------    -------
                                                         ($ in millions)
<S>                                    <C>                  <C>                     <C>           <C>
Houston and Lafayette Offices:
------------------------------
Number of Employees - 24 (1)
Liability at 12/31/01                  $ 8.2                $4.1                    $2.5          $14.8

Payments                                (0.1)                 -                       -            (0.1)
                                       -----                ----                    ----          -----
Liability at 3/31/02                     8.1                 4.1                     2.5           14.7
                                       -----                ----                    ----          -----
Aberdeen Office:
----------------
Number of Employees - 6 (1)
Liability at 12/31/01                    0.9                 0.2                     0.1            1.2
Payments                                (0.2)                 -                       -            (0.2)
                                       -----                ----                    ----          -----
Liability at 3/31/02                     0.7                 0.2                     0.1            1.0
                                       -----                ----                    ----          -----
Total:
------
Number of Employees - 30 (1)
Liability at 12/31/01                    9.1                 4.3                     2.6           16.0
Payments                                (0.3)                 -                       -            (0.3)
                                       -----                ----                    ----          -----
Liability at 3/31/02                   $ 8.8                $4.3                    $2.6          $15.7
                                       =====                ====                    ====          =====
</TABLE>
---------------

(1)  Estimated at the time of the Merger.

(2)  The liability at March 31, 2002 includes $2.0 million of special
     termination costs related to certain retirement plans which is included in
     Other long-term liabilities in the Condensed Consolidated Balance Sheets.

The Company expects to satisfy substantially all of its liabilities related to
the restructuring program by December 31, 2002.

OPERATING RESULTS

SUMMARY

Data relating to the Company's operations by business segment follows (dollars
in millions):

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                  March 31,
                                              ------------------      Increase/
                                               2002        2001       (Decrease)
                                              ------      ------      ----------
<S>                                           <C>         <C>          <C>
Revenues:
  Contract drilling                           $203.6      $189.1           8 %
  Drilling management services                  78.1        84.5          (8)%
  Oil and gas                                    1.7         6.3         (73)%
  Less: Intersegment revenues                   (4.3)       (5.1)        (16)%
                                              ------      ------
                                              $279.1      $274.8           2 %
                                              ======      ======

Operating income:
  Contract drilling                           $ 58.8      $ 65.1         (10)%
  Drilling management services                   6.4         0.5       1,180 %
  Oil and gas                                    0.4         5.0         (92)%
  Corporate expenses                            (4.5)       (6.0)        (25)%
                                              ------      ------
                                              $ 61.1      $ 64.6          (5)%
                                              ======      ======
</TABLE>

                                       15

<PAGE>


Operating income decreased by $3.5 million to $61.1 million for the first
quarter of 2002 from $64.6 million for the first quarter of 2001, due primarily
to increases in labor, insurance and repair and maintenance expenses, along with
a decline in oil and gas operating income as a result of lower oil and gas spot
prices in the first quarter of 2002 compared to the prior year quarter. These
declines were partially offset by improved turnkey drilling performance and
decreases in corporate expenses. Operating income for the Company's drilling
management services segment for the three months ended March 31, 2001 includes a
$4.1 million loss recorded on a turnkey well drilled offshore Louisiana.

The largest drilling market in the world is the U.S. Gulf of Mexico jackup
market. This market is strongly influenced by the price of natural gas, which
began to weaken considerably in the first quarter of 2001, causing many
independent exploration and production companies to reduce their drilling
activity in the region. As a result, rig utilization declined until dayrates
reached near cash-breakeven levels. International drilling activity remained
strong throughout the first quarter of 2002 as utilization and dayrates either
improved or remained steady at high rates for the Company's international
operations. The Gulf of Mexico drilling market has begun to show signs of
improvement as industry jackup utilization averaged 57% for the first quarter of
2002 compared to 54% for the fourth quarter of 2001. The Company is optimistic
that the recent strengthening in natural gas prices, due in part to an improving
U.S. economy and higher oil prices, will result in increases in drilling
activity in the area which may increase utilization levels and dayrates over the
course of 2002.

In recent years the industry has experienced new construction of ultra-deepwater
rigs in response to a high level of demand for such rigs. Currently, all four of
the Company's ultra-deepwater rigs in operation are fully employed under
contracts expiring from August 2002 to October 2003. The Company's ability to
obtain new contracts on these vessels and the terms of such contracts will be
dependent on market conditions at the time these rigs are available for
contract. The Company can make no assurances that it will be able to obtain
contracts for all of its ultra-deepwater rigs or that the contract terms will be
similar to those contained in current contracts.

CONTRACT DRILLING OPERATIONS

Data with respect to the Company's contract drilling operations follows (dollars
in millions, except average dayrates):


<TABLE>
<CAPTION>
                                              Three Months Ended
                                                  March 31,
                                              ------------------      Increase/
                                               2002        2001       (Decrease)
                                              ------      ------      ----------
<S>                                           <C>         <C>            <C>
Contract drilling revenues by area: (1)
  U.S. Gulf of Mexico                         $ 89.6      $100.0         (10)%
  West Africa                                   45.6        28.4          61 %
  North Sea                                     40.3        17.1         136 %
  South America                                 28.0        39.5         (29)%
  Other                                          0.1         4.1         (98)%
                                              ------      ------
                                              $203.6      $189.1           8 %
                                              ======      ======

Average rig utilization:                          94%         89%

Average dayrate:                              $73,300     $71,100
</TABLE>
---------------

(1)  Includes revenues earned from affiliates.

                                       16

<PAGE>


Contract drilling revenues increased $14.5 million to $203.6 million for the
first quarter of 2002 compared to $189.1 million for the 2001 first quarter, due
primarily to higher utilization in the North Sea along with higher dayrates in
West Africa, offset in part by lower dayrates and utilization in the U.S. Gulf
of Mexico.

The Company's offshore utilization rates for the first quarter of 2002 averaged
93% for its rigs in the U.S. Gulf of Mexico, 87% in West Africa, 100% in the
North Sea and 100% in South America. This compares with first quarter 2001
average utilization of 97% in the U.S. Gulf of Mexico, 85% in West Africa, 76%
in the North Sea and 100% in South America.

The mobilization of rigs between the geographic areas shown in the preceding
table also affected each area's revenues over the periods indicated.
Specifically, the Company mobilized one jackup from West Africa to the U.S. Gulf
of Mexico in February 2001, one drillship from Trinidad to the U.S. Gulf of
Mexico in May 2001, one semisubmersible from Canada to the North Sea in May
2001, one jackup from the U.S. Gulf of Mexico to West Africa in July 2001, and
two jackups from the U.S. Gulf of Mexico to Trinidad in September and December
2001, respectively.

The Company's operating profit margin for contract drilling operations decreased
to 29% for the first quarter of 2002 from 34% for the first quarter of 2001 due
primarily to increases in labor, insurance and repair and maintenance expense.

DRILLING MANAGEMENT SERVICES

Drilling management services revenues decreased by $6.4 million to $78.1 million
in the first quarter of 2002 from $84.5 million in the first quarter of 2001,
due primarily to a decrease in the number of turnkey projects completed. The
Company completed 23 turnkey projects in the first quarter of 2002 (18 wells
drilled and 5 well completions) as compared to 28 turnkey projects in the first
quarter of 2001 (21 wells drilled and 7 well completions).

Drilling management services operating income, however, increased by $5.9
million to $6.4 million in the first quarter of 2002 from $0.5 million in the
first quarter of 2001. Operating profit margin increased to 8.2% for the first
quarter of 2002 compared to less than one percent for the 2001 first quarter.
This improvement was due in part to a $4.1 million loss recognized in the first
quarter of 2001 on a turnkey well drilled offshore Louisiana, along with an
additional $1.5 million of revenue earned in the first quarter of 2002 related
to a turnkey well drilled in the North Sea in December 2001. In addition, the
Company incurred losses totaling $1.0 million on four of the 28 turnkey projects
completed in the first quarter of 2001. The Company did not incur any losses on
its turnkey projects completed in the first quarter of 2002.

OTHER INCOME AND EXPENSE

General and administrative expenses decreased to $3.7 million in the first
quarter of 2002 from $5.6 million in the first quarter of 2001 due primarily to
synergies realized as a result of the Merger.

Interest expense increased to $14.3 million in the first quarter of 2002 from
$14.1 million in the first quarter of 2001.

                                       17

<PAGE>


The Company recorded a net income tax provision of $5.3 million for the first
quarter of 2002 compared to a tax provision of $12.7 million for the first
quarter of 2001, due primarily to a decrease in earnings from the U.S. Gulf of
Mexico. The deferred tax provision for the first quarter of 2002 includes a $2.2
million reduction of a deferred tax asset valuation allowance related to net
operating loss carryforwards in the United Kingdom. This decrease in the
valuation allowance results from the increased certainty of continuing
profitable operations in the United Kingdom. The Company's ability to realize
the benefit of its deferred tax asset requires that the Company achieve certain
future earnings levels prior to the expiration of its net operating loss
carryforwards.


                                       18

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

FUTURE CASH REQUIREMENTS

As of March 31, 2002, the Company had long-term debt, including its capital
lease obligation, of $932.5 million and shareholders' equity of $1.5 billion.
Long-term debt consisted of $318.8 million (net of discount) Zero Coupon
Convertible Debentures due 2020, $299.6 million (net of discount) 7-1/8% Notes
due 2007, $296.7 million (net of discount) 7% Notes due 2028, and a $17.4
million capital lease obligation.

Annual interest on the 7-1/8% Notes is $21.4 million, payable semiannually each
March and September. Annual interest on the 7% Notes is $21.0 million, payable
semiannually each June and December. No principal payments are due under either
issue until the maturity date.

The Company may redeem the 7-1/8% Notes and the 7% Notes in whole at any time,
or in part from time to time, at a price equal to 100% of the principal amount
thereof plus accrued interest, if any, to the date of redemption, plus a
premium, if any, relating to the then-prevailing Treasury Yield and the
remaining life of the notes. The indenture relating to the Zero Coupon
Convertible Debentures, 7-1/8% Notes, and 7% Notes contains limitations on the
Company's ability to incur indebtedness for borrowed money secured by certain
liens and to engage in certain sale/leaseback transactions. After the Merger,
the Zero Coupon Convertible Debentures, 7-1/8% Notes, and 7% Notes continue to
be obligations solely of the Company as a subsidiary of GlobalSantaFe, which did
not guarantee the Notes.

Holders of the Zero Coupon Convertible Debentures have the right to require the
Company to repurchase the debentures as early as June 25, 2005. The Company may
pay the repurchase price with either cash or stock or a combination thereof. The
Company does not anticipate using stock to satisfy any such future purchase
obligation.

SOURCES OF LIQUIDITY

As of March 31, 2002, the Company had $488.9 million of cash, cash equivalents
and marketable securities, all of which was unrestricted. The Company had $408.9
million in cash, cash equivalents and marketable securities at December 31,
2001.

The Company believes, based on current management estimates, it will be able to
meet all of its current obligations, including working capital requirements,
capital expenditures and debt service, from its cash and short-term investments
and future cash flow from operations. See "Forward-Looking Statements."

RISK FACTORS

The preceding discussion should be read in light of certain risk factors
inherent in the Company's business and in the oil and gas industry as a whole,
many of which are beyond the Company's control. For a discussion of these risk
factors, see "Risk Factors" under Items 1. and 2. in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

In 2001 the Financial Accounting Standards Board issued SFAS No. 142, "Goodwill
and Other Intangible Assets," SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No.

                                       19

<PAGE>


144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Company adopted the provisions of SFAS No. 142 and SFAS No. 144 effective
January 1, 2002.

SFAS No. 142 primarily addresses the accounting for goodwill and intangible
assets subsequent to their initial recognition. The provisions of SFAS No. 142:

o    Eliminate the amortization of goodwill and indefinite-lived intangible
     assets;

o    Require that goodwill and indefinite-lived intangible assets be tested at
     least annually for impairment (and in interim periods if certain events
     occur indicating that the carrying value of goodwill and/or
     indefinite-lived intangible assets may be impaired); and

o    Require that reporting units be identified for the purpose of assessing
     potential future impairments of goodwill.

SFAS No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144, among other things:

o    Establishes criteria to determine when a long-lived asset is held for sale,
     including a group of assets and liabilities that represents the unit of
     accounting for a long-lived asset classified as held for sale;

o    Provides guidance on the accounting for a long-lived asset if the criteria
     for classification as held for sale are met after the balance sheet date
     but before the issuance of the financial statements; and

o    Provides guidance on the accounting for a long-lived asset classified as
     held for sale.

The adoption of SFAS Nos. 142 and 144 did not have a material impact on the
Company's results of operations, financial position or cash flows.

SFAS No. 143 establishes accounting standards for the recognition and
measurement of liabilities in connection with asset retirements, and is
effective for fiscal years beginning after June 15, 2002. The Company does not
anticipate that the required adoption of SFAS No. 143 in 2003 will have a
material effect on its results of operations, financial position or cash flows.

SFAS No. 145, among other things, addresses the criteria for the classification
of extinguishment of debt as an extraordinary item and addresses the accounting
treatment of certain sale-leaseback transactions. This statement is effective
for fiscal years beginning after May 15, 2002. The Company is currently
assessing the effect, if any, of the adoption of this statement on its results
of operations, financial position and cash flows.


                                       20

<PAGE>


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

        15.1  Letter of Independent Accountants regarding Awareness of
              Incorporation by Reference.

(b)     Reports on Form 8-K

        The Company did not file any reports on Form 8-K during the quarter
ended March 31, 2002:




<PAGE>


                                    SIGNATURE

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.


                                         GLOBAL MARINE INC.
                                          (Registrant)

Dated:  May 14, 2002                 /s/  L. Craig Williams
                                     ----------------------------
                                     L. Craig Williams
                                     Treasurer and Controller
                                     (Duly Authorized Officer and Principal
                                     Accounting Officer of the Registrant)


<PAGE>


                                  EXHIBIT INDEX


A copy of the exhibit listed below is submitted with this Quarterly Report on
Form 10-Q, immediately following this index.

15.1     Letter of Independent Accountants regarding Awareness of Incorporation
         by Reference.