<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 20-F
                    ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997
                         COMMISSION FILE NUMBER 0-21742
 
                            ------------------------
 
                            STOLT COMEX SEAWAY S.A.
             (Exact name of Registrant as specified in its charter)
                                   LUXEMBOURG
                (Jurisdiction of incorporation or organization)
                        C/O STOLT COMEX SEAWAY M.S. LTD
                                BUCKSBURN HOUSE
                                   HOWES ROAD
                                   BUCKSBURN
                          ABERDEEN AB21 9RQ, SCOTLAND
                    (Address of principal executive offices)
 
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Shares, $2.00 par value
 SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
                                  OF THE ACT:
                                      None
 
    INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER'S CLASSES OF
CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL
REPORT:
 
<TABLE>
<S>                                                               <C>
Common Shares, $2.00 par value:.................................  22,291,576*
Class B Shares, $2.00 par value:................................  34,000,000*
</TABLE>
 
* The above figures reflect the 1:1 stock dividend effected on January 9, 1998.
 
                            ------------------------
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
                                Yes /X/    No / /
 
    Indicate by check mark which financial statement item the registrant has
elected to follow.
 
                            Item 17 / /    Item 18 /X/
 
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<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                             -----
<S>         <C>         <C>                                                                               <C>
PART I
            Item 1.     Description of Business.........................................................           1
                        General.........................................................................           1
                        History.........................................................................           1
                        Business Strategy...............................................................           2
                        Description of Operations.......................................................           2
                        Geographic Distribution.........................................................           4
                        Customers.......................................................................           5
                        Regulation......................................................................           5
                        Competition.....................................................................           5
                        Other Matters...................................................................           6
                        Co-Operation Arrangements.......................................................           6
                        Employees.......................................................................           6
                        Safety and Quality Assurance....................................................           6
                        Risks and Insurance.............................................................           6
                        Inspection by a Classification Society and Drydocking...........................           7
            Item 2.     Description of Property.........................................................           8
                        Major Assets....................................................................           8
                        Other Properties................................................................           9
            Item 3.     Legal Proceedings...............................................................           9
            Item 4.     Control of Registrant...........................................................          10
            Item 5.     Nature of Trading Market........................................................          10
            Item 6.     Exchange Controls and Other Limitations Affecting
                        Security Holders................................................................          11
                        Exchange Controls...............................................................          11
                        Limitations Affecting Shareholders..............................................          11
            Item 7.     Taxation........................................................................          12
                        U.S. Taxation...................................................................          12
                        Luxembourg Taxation.............................................................          12
            Item 8.     Selected Financial Data.........................................................          12
                        Dividends.......................................................................          12
            Item 9.     Management's Discussion and Analysis of Financial Condition and
                        Results of Operations...........................................................          12
                        Recent Developments.............................................................          13
                        The Year 2000 Issue.............................................................          13
                        Forward-looking Statements......................................................          14
                        Factors Affecting Revenues and Costs............................................          14
            Item 10.    Directors and Officers of Registrant............................................          19
            Item 11.    Compensation of Directors and Officers..........................................          21
                        Profit Sharing Plan.............................................................          21
            Item 12.    Options to Purchase Securities From Registrant or Subsidiaries..................          21
            Item 13.    Interest of Management in Certain Transactions..................................          22
PART III
            Item 15.    Defaults Upon Senior Securities.................................................          23
            Item 16.    Changes in Securities and Changes in Security for Registered Securities.........          23
PART IV
            Item 17.    Financial Statements............................................................          24
            Item 18.    Financial Statements............................................................          24
            Item 19.    Financial Statements and Exhibits...............................................          25
</TABLE>
 
------------------------
Note: Omitted items are inapplicable.
<PAGE>
                                     PART I
 
ITEM 1. DESCRIPTION OF BUSINESS
 
GENERAL
 
    Stolt Comex Seaway S.A. ("SCS" or "the Company") is among the largest subsea
services contractors in the world, providing technologically sophisticated
subsea engineering, flexible and rigid flowline lay and subsea construction,
inspection, maintenance and repair services to its customers in the offshore oil
and gas industry. The Company operates in more than 20 countries in Europe, the
Middle East, West Africa, Asia Pacific, South America and the United States.
 
    Stolt Comex Seaway S.A. is an indirect subsidiary of Stolt-Nielsen S.A.
("SNSA"), a Luxembourg holding company which, through its subsidiaries, is
engaged in the worldwide transportation, storage and distribution of bulk liquid
chemicals, edible oils, acids and other specialty liquids; marine and subsea
construction and engineering services to the offshore oil and gas industries;
and aquaculture, the production, marketing, and distribution of farmed fish.
SNSA retains an economic interest of 43.3% and voting rights of 60.4% in SCS.
 
    The Company's Common Shares are currently traded on the Nasdaq National
Market System ("Nasdaq") and on the Oslo Stock Exchange.
 
    The registered office of Stolt Comex Seaway S.A. is located at 11, rue
Aldringen, Luxembourg and it is registered in the Companies' Registrar of the
Luxembourg District Court under the designation "R.C. Luxembourg B 43172." The
principal executive offices of the Company are c/o Stolt Comex Seaway M.S. Ltd.,
Bucksburn House, Howes Road, Bucksburn, Aberdeen AB21 9RQ, Scotland, telephone
no. (44) 1224-718200.
 
HISTORY
 
    The subsea services industry developed as a support service to the oil and
gas industry and has grown as that industry has increasingly relied upon the
development of offshore fields to meet higher demands for oil and gas using cost
efficient technology. The offshore production of oil began in the Gulf of Mexico
in the mid-1960s and, by the end of the decade, had spread to the more hostile
and deeper waters of the North Sea. Although oil and gas producing companies
perform some of their own subsea construction, maintenance and repair work,
subsea services has developed as a separate industry, principally because of the
need to develop new and advanced technologies, expertise and custom-designed
equipment and because of the oil industry's refocus on its core oil and gas
production business.
 
    A publicly-traded company since May 1993, SCS was established through the
merger of the businesses of two leading diving support services companies, Comex
Services S.A. ("Comex") and Stolt-Nielsen Seaway A/S ("Seaway"), which were
acquired by SNSA in separate transactions in 1992. At the time of acquisition,
Comex was a leading worldwide subsea services contractor, which pioneered deep
water saturation diving and subsea construction using both manned and unmanned
techniques. Seaway operated principally in the North Sea and pioneered the
development and use of specially designed, technologically sophisticated diving
support ships and remotely operated vehicles ("ROVs") to support operations in
hostile deep water environments.
 
    SCS completed an initial public offering of 6,000,000 Common Shares in May
1993, raising additional share capital of approximately $43 million. During 1997
SCS raised additional share capital of approximately $240 million by means of
two equity offerings. These proceeds are net of offering expenses of $11
million. In March 1997, 8,050,000 Common Shares were sold by the Company and
during November 1997 an additional 4,000,000 Common Shares were sold. Concurrent
with the March offering the Company
 
                                       1
<PAGE>
exchanged debt due to an affiliate of SNSA for 14,000,000 Class B Shares.
Concurrent with the November offering SNSA sold 4,000,000 Common Shares which
had been converted from 8,000,000 Class B Shares.
 
    With effect from January 9, 1998 Stolt Comex Seaway S.A. completed a
two-for-one stock split which was effected by means of a stock dividend
distribution.
 
    All share data and per share data have been restated to reflect this.
 
BUSINESS STRATEGY
 
    The Company's strategy is to enhance its position as a leading full-service
subsea contractor providing technologically advanced and cost effective
life-of-field subsea services to its customers.
 
    The Company has consistently expanded and upgraded its fleet in order to
provide cost effective solutions to its customers and to enable the development
of offshore fields that otherwise might not be commercially viable. Between 1993
and March 31, 1998, the Company invested $251.1 million in new technology and
equipment to respond to growing demand in the market, with an additional $90.0
million committed or planned for the remainder of 1998. These investments
include the acquisition and completion of the newly constructed SEAWAY EAGLE, a
multi-purpose flowline lay and subsea construction ship, the conversion of the
SEAWAY OSPREY to lay flexible flowlines and flowline bundles, the acquisition of
the SEAWAY FALCON and its conversion to a rigid and flexible flowline lay ship,
the conversion of the SEAWAY CONDOR to a flexible flowline and umbilical lay
ship, the acquisition of the SEAWAY HAWK, a temperate climate subsea
construction ship for use in the Middle East and Gulf of Mexico markets and
continuous investment in new ROV technology and construction equipment.
 
    Stolt Comex Seaway S.A. is one of three major subsea services contractors
that operate on a worldwide basis. The Company intends to maintain its market
position in the North Sea and build upon its expertise developed in this
difficult operating environment to expand in other major international markets
where the use of subsea technology is increasing as oil exploration and
development moves into deeper waters. Since 1994, Stolt Comex Seaway S.A. has
been awarded 57 contracts in the Asia Pacific region, 147 contracts in West
Africa, six contracts in the Gulf of Mexico region and 20 contracts in the South
America region. As part of its strategy to further expand its business in
international markets, the Company has acquired and adapted the SEAWAY EAGLE for
deep water field developments. Other recent additions to the fleet included the
SEAWAY HAWK and the DISCOVERY, a subsea construction ship.
 
    SCS combines centralized product line profit centres and asset management
with regional management of customer relationships and project support, to
improve the utilization of assets and their allocation to projects to achieve
higher returns, improve risk management, provide superior customer service and
develop and share advanced technical expertise among regions.
 
DESCRIPTION OF OPERATIONS
 
    Stolt Comex Seaway S.A. is one of the largest subsea services contractors in
the world, providing technologically sophisticated subsea engineering, flexible
and rigid flowline lay, subsea construction, inspection, maintenance and repair
services to its customers in the offshore oil and gas industry. SCS is a leader
in developing and applying innovative and cost efficient subsea techniques
addressing the evolving technical needs of oil and gas companies which are
increasingly developing oil and gas fields in deeper and more demanding offshore
environments. Stolt Comex Seaway S.A. operates in more than 20 countries in
Europe, the Middle East, West Africa, Asia Pacific, South America and the United
States. At March 31, 1998 and March 31, 1997, the Company's backlog was
approximately $734 million and $512 million, respectively.
 
    The Company's services cover all phases of offshore oil and gas operations
from exploration to decommissioning. During the exploration phase, the Company
provides seabed survey and drilling support
 
                                       2
<PAGE>
services. During the development phase, the Company provides, with partners when
appropriate, engineering design, component procurement, and the installation of
subsea equipment, well control umbilicals, flowlines and production risers.
During the production phase, which may continue for many years, the Company
inspects, maintains and repairs platforms, pipelines, flowlines and subsea
equipment. Following the production phase, the Company provides field
decommissioning services including the removal of offshore structures and subsea
equipment.
 
    Stolt Comex Seaway S.A. offers four principal product lines. Field
development provides complete subsea production systems from engineering and
design through procurement and installation of components and the commissioning
of completed systems. Flowline lay provides installation of rigid and flexible
flowlines, small-diameter pipelines and well control umbilicals. Subsea
construction provides pipeline tie-ins, installation of structures and moorings,
hyperbaric welding, piling, decommissioning, dredging, hot tapping, cold cutting
and pipeline stabilization. Subsea services provides pipeline and flowline
survey, construction support, drilling support and inspection, maintenance and
repair.
 
    In addition to these main product lines, the Company offers heavy lift
services through a joint venture company, Seaway Heavy Lifting Limited ("SHL"),
which operates a heavy lift ship chartered from a subsidiary of the Company's
indirect joint venture partner Lukoil-Kaliningradmorneft Plc. ("LKMN"), a
subsidiary of a major Russian oil company, Lukoil.
 
    The Company operates one of the world's most advanced fleets of subsea
construction and flowline lay ships, from which the majority of SCS's subsea
activities are performed. SCS owns or charters a fleet consisting of four
flexible flowline and umbilical lay ships, one rigid and flexible flowline lay
ship, five construction ships, 59 ROVs, two survey ships and one marine
construction support barge. In addition, a heavy lift ship is operated through
SHL.
 
                                       3
<PAGE>
GEOGRAPHIC DISTRIBUTION
 
    The Company's operations are managed through six regional offices including:
Aberdeen, Scotland for the UK and Southern North Sea; Stavanger, Norway for
Norway; Perth, Australia for Asia Pacific; Marseille, France for Southern
Europe, Africa and the Middle East ("SEAME"); Macae City, Brazil for South
America and New Orleans, Louisiana for the Gulf of Mexico.
 
    The following table sets forth the net operating revenue in the principal
areas of operations for the Company's six geographical regions for the periods
indicated.
 
<TABLE>
<CAPTION>
                                                                                             FOR THE YEARS ENDED
                                                                                                NOVEMBER 30,
                                                                                       -------------------------------
                                                                                         1997       1996       1995
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
                                                                                                (IN MILLIONS)
UK...................................................................................  $   153.0  $    90.8  $    68.5
Norway...............................................................................       90.1      111.6      144.7
Other North Sea......................................................................       19.8        4.7        4.0
Asia Pacific.........................................................................       39.6       39.2       34.9
SEAME................................................................................       75.7       44.6       59.8
South America........................................................................       43.7       14.3       15.1
Gulf of Mexico.......................................................................        9.2        8.2        N/A
                                                                                       ---------  ---------  ---------
Total................................................................................  $   431.1  $   313.4  $   327.0
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
    The UK region's major clients are oil and gas producing companies and large
offshore engineering and construction companies. The UK region currently serves
58 customers, 34 of which are oil and gas companies. The majority of contracts
are short-term in nature with a long-term construction and maintenance contract
for British Petroleum and a long-term construction framework agreement for Arco
British Ltd.
 
    Significant projects in the UK backlog include the Amerada Hess Triton
engineering, procurement, installation and commissioning ("EPIC") field
development with a value of $150 million, which is the largest contract ever
awarded to the Company, the Chevron Alba EPIC gas export flowline installation,
the Mobil Mallory flowline installation and the Phillips Renee and Rubie
flowline installation.
 
    The Company's Norwegian business is primarily related to flowline lay,
subsea construction and subsea services, with a customer base consisting of all
of the oil and gas companies operating in Norway. Stolt Comex Seaway S.A.
manages its survey activities for the North Sea from Norway, where it has two
long-term survey and pipeline inspection contracts with Statoil.
 
    The Company also has a long-term contract with Statoil for subsea
construction services which is conducted by a project alliance between the
Company and Brown and Root Energy Services A/S. Other significant contracts in
Norway's backlog include the flowline installation of the Asgard umbilicals and
service lines for Statoil from 1998 to 2000, the Amerada Hess Mjolner flowline
installation, the installation of the moorings for the Esso Jotun FPSO, the
Eldfisk riser project and the Maersk caisson installation.
 
    The Asia Pacific region is characterized by long distances between areas of
offshore oil operations and from other areas of the world with subsea
development activities. The Company is active in ROV work and drilling support
in this region. In Indonesia, the Company's operations are performed through PT
Komaritim, which carries out shallow water pipelay and construction work.
Significant contracts in the backlog include the Total Tunu phase 6 pipelay
contract.
 
    The majority of the business conducted by the SEAME region is offshore West
Africa and the Middle East. Significant contracts in the backlog include the
Chevron Nemba South flowline installation and the Occidental riser spool
installation contract in Qatar.
 
                                       4
<PAGE>
    Stolt Comex Seaway S.A. commenced operations in South America in 1978. The
majority of these operations are located in Brazil which currently operates as a
single customer market controlled by Petrobras, the Brazilian state oil company.
Current production in Brazil occurs at water depths down to 2,600 feet. The
Brazilian market contains a number of potentially large field developments which
are located in deep water (between 2,300 and 6,000 feet), and will require
extensive use of diverless subsea construction techniques. The Company believes
it is well positioned to capitalize upon its expertise in these techniques.
 
    The Company currently has a three-year contract for the SEAWAY OSPREY with
Petrobras through September 1999, with an optional one-year extension, and a
four-year contract with Petrobras which started in May 1997 for the SEAWAY
HARRIER. These contracts are for flowline lay, diving support and ROV services.
The Company also operates a number of ROVs to provide construction and drilling
support services, usually under long-term contracts. The backlog also includes
seven long-term ROV contracts and the installation of the offshore loading buoy
for Termap in Argentina.
 
    The Company maintained an office in Houston to manage Gulf of Mexico
operations from 1995 to the end of 1997 at which time the office was relocated
to New Orleans to be closer to the day to day ship operations in this region.
The SEAWAY HAWK, purchased in May 1997, started a two year contract offshore
Mexico in April 1998. The Company recently announced that it will deploy the
SEAWAY CONDOR to the Gulf of Mexico in September 1998.
 
CUSTOMERS
 
    In 1997, the Company had over 70 customers worldwide, primarily major
national and international oil and gas companies. The level of construction
services required by any particular customer depends on the size of that
customer's capital expenditure budget devoted to construction plans in a
particular year. Consequently, customers that account for a significant portion
of contract revenue in one fiscal year may represent an immaterial portion of
contract revenue in subsequent fiscal years. One customer, Statoil, accounted
for more than 12% of the Company's net operating revenue and the seven largest
customers were responsible for 50% of the Company's net operating revenue in
1997.
 
REGULATION
 
    The Company's businesses are subject to international conventions and
governmental regulations, which strictly regulate various aspects of its
operations. In addition, Stolt Comex Seaway S.A. is required by various
governmental and other regulatory agencies to obtain certain permits, licenses
and certificates with respect to its equipment and operations. The kinds of
permits, licenses and certificates required in the operations of the Company
depend upon a number of factors. The Company believes that it has or can readily
obtain all permits, licenses and certificates necessary to conduct its
operations. Some countries require that the Company enter into a joint venture
or similar business arrangement with local individuals or businesses in order to
conduct business in such countries.
 
    The Company's operations are affected from time to time and to varying
degrees by political developments and federal and local laws and regulations. In
particular, oil and gas production, operations and economics are affected by
price control, tax and other laws relating to the petroleum industry, by changes
in such laws and by constantly changing administrative regulations. Such
developments directly or indirectly may affect the Company's operations and
those of its customers.
 
COMPETITION
 
    The subsea contracting business is highly competitive. The consolidation in
the offshore oil and gas services industry in the last few years has resulted in
fewer but more substantial competitors. Although the Company believes customers
consider, among other things, the availability and technical capabilities of
 
                                       5
<PAGE>
equipment and personnel, efficiency, condition of equipment, safety record and
reputation, price competition is the primary factor in determining which
qualified contractor with available equipment will be awarded a contract. SCS's
ships are specialized and have few alternative uses and, because of their nature
and the environment in which they work, have relatively high maintenance costs
whether or not operating. Because these costs are essentially fixed, and in
order to avoid additional expenses associated with temporarily idling its ships,
the Company may from time to time be required to bid its ships in projects at
lower margins depending on the prevailing contractual rates in a given region.
 
    Stolt Comex Seaway S.A. believes that it is one of only three companies
capable of providing the full range of subsea services on a worldwide basis in
the major offshore oil and gas producing regions. Competition across all main
product lines is limited to Stolt Comex Seaway S.A. and two competitors,
Coflexip Stena Offshore and Rockwater, a subsidiary of Brown and Root, itself a
division of Halliburton. The Company is subject to intense competition from
these offshore contractors, particularly in the North Sea. In certain
geographical regions, and in certain product lines, Stolt Comex Seaway S.A. also
competes with J. Ray McDermott, S.A. and Global Industries Ltd. The Company also
faces substantial competition from smaller regional competitors and less
integrated providers of subsea services.
 
OTHER MATTERS
 
    CO-OPERATION ARRANGEMENTS
 
    In certain project specific situations, the Company has entered into
alliances with its customers, engineering companies and other subsea services
providers. The Company has alliances with the RMI Titanium Company to promote
the use of metallic risers in deep water applications and with NKT Cables, who
manufacture flexible flowlines and risers.
 
    EMPLOYEES
 
    The Company's workforce varies based on the Company's workload at any
particular time. As of March 31, 1998, the Company had approximately 3,000
employees. A significant number of the Company's offshore employees are
represented by labor unions. As part of normal business, a number of union
agreements come up for annual renegotiation in 1998. Stolt Comex Seaway S.A.
believes that it maintains a good relationship with its employees and their
unions. In addition, many workers are hired on a contract basis and are
available on short notice.
 
    SAFETY AND QUALITY ASSURANCE
 
    The Company maintains a stringent quality assurance program in accordance
with ISO 9001 which encompasses all areas of its operations. Each of the
Company's regional operations has dedicated safety and quality assurance staff
who are responsible for overseeing the projects in that particular region. In
addition, a quality assurance manager located in Aberdeen, Scotland formulates
corporate policies with respect to quality assurance and oversees the
implementation and enforcement of such policies on a Company-wide basis.
 
    RISKS AND INSURANCE
 
    The Company's operations are subject to all the risks normally associated
with offshore development and production and could result in damage to or loss
of property, suspension of operations or injury or death to personnel or third
parties. The Company insures its assets at levels which management believes
reflect their current market value. Such assets include all capital items, such
as ships, major equipment and land-based property. The only assets not insured
are those where the cost of such insurance would be disproportionate to their
value. The Company believes its insurance should protect it against, among other
things, the cost of replacing its ships as a result of total or constructive
total loss.
 
                                       6
<PAGE>
    The Company's operations are conducted in hazardous environments where
accidents involving catastrophic damage or loss of life could result, and
litigation arising from such an event may result in the Company being named a
defendant in lawsuits asserting large claims. The Company insures itself for
liability arising from its operations, both onshore and offshore, including loss
of or damage to third-party property, death or injury to employees or third
parties, statutory workers compensation protection and pollution. Although there
can be no assurance that the amount of insurance carried by the Company is
sufficient to protect it fully in all events, all such insurance is carried at
levels of coverage and deductibles that the Company considers financially
prudent. A successful liability claim for which the Company is underinsured or
uninsured could have a material adverse effect on the Company.
 
    INSPECTION BY A CLASSIFICATION SOCIETY AND DRYDOCKING
 
    The hull and machinery (including diving equipment) of each SCS ship must be
"classed" by a classification society authorized by its country of registry. The
classification society certifies that the ship is safe and seaworthy in
accordance with the classification rules as well as with applicable rules and
regulations of the country of registry of the ship and the international
conventions of which that country is a member.
 
    Each ship is inspected by a surveyor of the classification society every
year, every two years and every four years. A one-year grace period may be
granted by the classification society to the shipowner for completion of the
four-year survey. Management generally seeks such a grace period for the ships
in order to reduce operating costs. A ship is also required to be drydocked
every 30 to 36 months for inspection of the underwater parts of the ship. As a
general policy, the Company drydocks its ships every second year during the
winter off-season. Should any defect be found, the classification society
surveyor will issue its report as to appropriate repairs which must be made by
the shipowner within the time limit prescribed. Insurance underwriters make it a
condition of insurance coverage that a ship be "in class," and all of the
Company's major ships currently meet that condition.
 
                                       7
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
 
MAJOR ASSETS
 
    Stolt Comex Seaway S.A. operates one of the world's most advanced fleets of
subsea construction support and flowline lay ships from which the majority of
SCS's subsea activities are performed. The following table describes the
Company's major assets, as of March 31, 1998.
 
<TABLE>
<CAPTION>
                                                                       YEAR BUILT/                    LENGTH         OWNED/
NAME                                        CAPABILITIES              MAJOR UPGRADE       ROVS       (METERS)       CHARTERED
--------------------------------  --------------------------------  -----------------  -----------  -----------  ---------------
<S>                               <C>                               <C>                <C>          <C>          <C>
 
SEAWAY EAGLE....................  Flexible flowline lay, multi-
                                  purpose subsea construction       1997                        3          140   Owned(1)
 
SEAWAY FALCON...................  Rigid and flexible flowline and
                                  umbilical lay                     1976/1995/1997              2          162   Owned
 
SEAWAY CONDOR...................  Flexible flowline and umbilical
                                  lay, module handling system,
                                  trenching                         1982/1994                   2          101   Owned(1)
 
SEAWAY OSPREY...................  Flexible flowline and umbilical
                                  lay, accepts coiled tubing,
                                  straightener for tubing, stern
                                  roller                            1984/1992                   2          102   Owned(1)
 
DISCOVERY.......................  Flexible flowline lay, subsea
                                  construction                      1990                        2          120   Chartered(2)
 
SEAWAY HARRIER..................  Subsea construction               1985                        3           84   Owned(1)
 
SEAWAY PELICAN..................  Subsea construction               1986/1990                   2           94   Chartered(3)
 
SEAWAY HAWK.....................  Subsea construction               1978                        2           94   Owned(1)
 
TOISA PUMA......................  Subsea construction               1985                        2           77   Chartered(4)
 
STANISLAV YUDIN.................  Heavy lift, 2,500-ton crane       1985                        1          183   See(5)
 
SEAWAY SURVEYOR.................  Survey                            1987/1991                   2           66   Chartered(6)
 
SEAWAY COMMANDER................  Survey                            1982/1988                   2           75   Chartered(7)
 
SEAWAY KINGFISHER...............  Diverless inspection, repair and
                                  maintenance                       1990/1998                   2           90   Chartered(8)
 
ANNETTE.........................  Marine construction               1977                        0           61   Owned
</TABLE>
 
------------------------
 
(1) Subject to mortgage under the Company's current credit facilities.
 
(2) Chartered from Friary Ocean Surveyor NV through 2002, with options to extend
    through 2011 and with options to purchase.
 
(3) Chartered from DSND Shipping AS through 1999.
 
(4) Chartered from Toisa Ltd through December 1998.
 
(5) Chartered to SHL by a subsidiary of the ship's owner, LKMN until October 15,
    2001 with a possibility for extensions.
 
(6) Chartered from DSND Chartering I KS through December 1998, with options to
    extend through 1999.
 
(7) Chartered from DSND Chartering I KS through 1999, with options to extend
    through 2002.
 
(8) Chartered from Kingfisher DA in which the Company has a 50% ownership, for
    five years starting in 1998, with options to extend through 2013 and with
    options to purchase.
 
                                       8
<PAGE>
OTHER PROPERTIES
 
    As of March 31, 1998, Stolt Comex Seaway S.A. owns or holds under long-term
leases real estate property as described below:
 
<TABLE>
<CAPTION>
                                                                                  WORK OR STORAGE
                                                                 OFFICE SPACE      SPACE OR LAND
                                                                (SQUARE METERS)   (SQUARE METERS)       STATUS
                                                               -----------------  ---------------  -----------------
<S>                                                            <C>                <C>              <C>
Aberdeen, Scotland...........................................          3,873            57,279     Owned/Leased
Al Khobar, Saudi Arabia (2)..................................            250               433     Leased
Dundee, Scotland.............................................            300            40,925     Leased
Garennes, France.............................................          2,110             9,500     Owned
Handil, Indonesia............................................          1,000           125,175     Owned
Haugesund, Norway (1)........................................          2,280            21,200     Owned/Leased
New Orleans, Louisiana.......................................            735                 0     Leased
Jakarta, Indonesia...........................................           1417              1304     Leased
Macae City, Brazil...........................................          2,000             1,630     Owned
Marseille, France............................................            900             1,000     Leased
Perth, Australia.............................................           1116               600     Leased
Port Gentil, Gabon...........................................            100             1,000     Leased
Rio de Janeiro, Brazil.......................................            350               300     Leased
Singapore....................................................          1,010             2,965     Leased
Stavanger, Norway............................................          3,430             1,070     Leased
</TABLE>
 
------------------------
 
(1) Owned subject to mortgage.
 
(2) Shared space.
 
ITEM 3. LEGAL PROCEEDINGS
 
    The Swiss Court of Insurance "Tribunal Federal des Assurances" entered a
judgement on April 29, 1992 against Sogexpat S.A. ("Sogexpat"), a subsidiary of
the Company, in litigation brought by a Swiss governmental entity claiming
payment of social security contributions in arrears. During the year ended
November 30, 1993, the Company started the process of winding up Sogexpat and
transferred the employees to other group companies. The French government has
investigated Stolt Comex Seaway S.A. of France alleging violations of French
labor and social security legislation and has filed criminal charges against two
former managers of such company which have resulted in a court decision against
them. The decision has been appealed to the French Supreme Court. In addition, a
number of former and present employees have started proceedings against certain
subsidiaries of the Company alleging loss of employment and social security
benefits. Some of the proceedings have recently commenced while some have
already resulted in court decisions. One such decision has been appealed to the
French Supreme Court. While the Company believes that its subsidiaries have
meritorious defenses in these cases, there can be no assurance as to the number
of claims which may be brought or the amount for which the Company may
eventually be liable with respect thereto. Comex S.A., a former shareholder of
Comex, in an agreement with Stolt-Nielsen S.A. executed on June 5, 1992 for the
sale of Comex, agreed to indemnify the Company with respect to certain aspects
of the foregoing. There can be no assurance, however, as to the amount which the
Company may ultimately recover from Comex S.A. pursuant to such indemnity.
 
    Coflexip S.A. have commenced legal proceedings against three subsidiaries of
the Company claiming infringement of a certain patent relating to flexible
flowline laying technology in the U.K.. Management is of the opinion that
Coflexip S.A.'s said patent is not valid and, therefore, has made no provision
in the financial statements relating to these proceedings.
 
                                       9
<PAGE>
    The Company is a party to various other legal proceedings arising in the
ordinary course of business. The Company believes that such legal proceedings
will not have a material adverse effect on the Company's business or financial
condition.
 
    In the ordinary course of business, various claims, suits and complaints
have been filed against the Company. In the opinion of management, all such
matters are adequately covered by indemnity agreements, recorded provisions in
the financial statements and insurance or, if not so covered, would not have a
material effect on the financial position, results of operations or cash flows
of the Company if resolved unfavorably.
 
ITEM 4. CONTROL OF REGISTRANT
 
    Except as set forth below, SCS is not, directly or indirectly, owned by
another corporation or by any government. There are no arrangements known to the
Company, the operation of which may at a subsequent date result in a change in
control of SCS.
 
    Set forth below is information concerning the share ownership of all persons
who owned beneficially 10% or more of the Common Share equivalents, and the
beneficial ownership of all Directors and persons employed by the Company's
subsidiaries who perform executive and administrative functions for the
Company's combined businesses, as a group, as of April 30, 1998:
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF             PERCENTAGE OF
                                                                            COMMON SHARES           COMMON SHARES
                                                                           AND COMMON SHARE       AND COMMON SHARE
NAME OF BENEFICIAL OWNER OR                                                  EQUIVALENTS             EQUIVALENTS
  IDENTITY OF GROUP                                                             OWNED                   OWNED
-----------------------------------------------------------------------  --------------------  -----------------------
<S>                                                                      <C>                   <C>
Stolt Parcel Tankers Inc. ("SPTI")(1)..................................         17,000,000                 60.4%
Directors and officers as a group (18 persons).........................             59,100                  0.2%
</TABLE>
 
------------------------
 
(1) SPTI owns 34,000,000 Class B Shares, constituting 100% of that class. Each
    Class B Share represents one-half of the economic interest of one Common
    Share (with dividend and liquidation rights equivalent to one-half of a
    Common Share) and is convertible into Common Shares on a two-for-one basis.
    If SNSA or its affiliates dispose of Class B Shares to a third party, such
    Class B Shares shall automatically convert into Common Shares on such
    two-for-one basis.
 
    SNSA is the 100% owner of SPTI. Fiducia Ltd., a company owned by trusts of
which the Stolt-Nielsen family are beneficiaries, owns approximately 61% of the
outstanding Common Shares of SNSA. Jacob Stolt-Nielsen, Jr. owns all of the
Founder's Shares of SNSA. Fiducia Ltd.'s Common Shares represent approximately
48.5% of SNSA's outstanding voting securities and the Founder's Shares owned by
Mr. Stolt-Nielsen represent approximately 21% of SNSA's outstanding voting
securities. The Common Shares of SNSA are traded on Nasdaq.
 
ITEM 5. NATURE OF TRADING MARKET
 
    SCS's Common Shares are primarily traded in the U.S. in the over-the-counter
market and quoted through Nasdaq under the symbol "SCSWF". On April 15, 1997 the
Board of the Oslo Stock Exchange approved the listing and trading of the
Company's Common Shares under the symbol "SCS".
 
                                       10
<PAGE>
    The following table sets forth, for the fiscal periods indicated, the range
of high and low closing sale prices per Common Share.
 
<TABLE>
<CAPTION>
                                                                            HIGH        LOW
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
NASDAQ
1997
1st Quarter.............................................................  $   9.875  $   7.438
2nd Quarter.............................................................     11.594      8.812
3rd Quarter.............................................................     26.688     11.312
4th Quarter.............................................................     33.188     24.562
1996
1st Quarter.............................................................  $   5.000  $   3.938
2nd Quarter.............................................................      7.688      4.062
3rd Quarter.............................................................      7.062      4.938
4th Quarter.............................................................      9.375      5.438
 
OSLO STOCK EXCHANGE (NORWEGIAN KRONER)
1997
1st Quarter.............................................................     --         --
2nd Quarter.............................................................     --         --
3rd Quarter.............................................................     190.00      86.00
4th Quarter.............................................................     272.50     179.25
</TABLE>
 
    As of March 2, 1998 (the record date for voting at the Annual General
Meeting), 21,018,692 Common Shares, representing 94.27% of the outstanding
Common Shares, were registered in the names of 33 shareholders having U.S.
addresses (although some of such shares may be held on behalf of non-U.S.
persons). The Common Shares were held by a total of 37 shareholders of record.
Based on communications with banks and securities dealers who hold the Common
Shares in street name for individuals, the Company estimates that the number of
beneficial owners of the Common Shares exceeds 1,400.
 
    As of March 2, 1998, approximately 1,276,000 Common Shares were registered
in the Norwegian Verdipapirsentralen ("VPS") system for trading on the Oslo
Stock Exchange.
 
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
 
EXCHANGE CONTROLS
 
    Stolt Comex Seaway S.A. has been advised by Elvinger, Hoss & Prussen,
Luxembourg counsel to the Company, that at the present time there are no
exchange controls in existence in Luxembourg which would impact the Company's
operations or affect the Company's ability to pay dividends to non-resident
shareholders.
 
LIMITATIONS AFFECTING SHAREHOLDERS
 
    The Company's Articles provide restrictions on the shareholdings of certain
"U.S. Persons." Persons includes any individual, firm, corporation or other
entity, and certain associates and affiliates thereof. The Articles provide that
no one U.S. Person (including any Person who is a citizen or resident of the
U.S., a corporation organized under the laws of the U.S. or any State thereof, a
corporation organized under the laws of any other jurisdiction whose shares are
owned by U.S. Persons, a partnership organized under the laws of any State of
the U.S., and certain trusts and estates) may own, directly or indirectly, more
than 9.9% of the Company's total outstanding shares at any particular time.
 
    In addition, the Board is authorized to restrict, reduce or prevent the
ownership of the Company's shares if it appears to the Board that such ownership
may threaten the Company with "imminent and grave
 
                                       11
<PAGE>
damage." Luxembourg company law does not provide a specific definition of
imminent and grave damage, but instead leaves the interpretation of the phrase
within the Board's discretion. The Company has been advised by its Luxembourg
counsel, Elvinger, Hoss & Prussen, that there are no Luxembourg judicial
interpretations of the phrase, but that situations involving hostile takeovers,
adverse tax consequences to the Company or governmental sanctions are likely to
be among the situations covered by such phrase.
 
    In order to enforce the foregoing restrictions, the Articles empower the
Board to take certain remedial action including causing the Company: (i) to
decline to register any prohibited transfer; (ii) to decline to recognize any
vote of a shareholder precluded from holding shares; (iii) to require any
shareholder on the Company's Register of Shareholders or any prospective
shareholder to provide information to determine whether such person is precluded
from holding shares and (iv) upon the issuance of a notice, to require the sale
of shares to the Company at the lesser of (A) the amount paid for the shares if
acquired within the twelve months immediately preceding the date of the notice,
and (B) the last quoted sale price for the shares on the day immediately
preceding the day on which the notice is served (provided that the Board may in
its discretion pay the amount calculated under (B) in situations where (A) would
otherwise apply and result in a lower purchase price, if the Board determines it
equitable after taking into account specified factors); and to remove the name
of any shareholder from the Register of Shareholders immediately after the close
of business on the day the notice is issued and payment is made available. The
foregoing defensive measures may have the effect of making more difficult a
merger involving the Company, or a tender offer, open-market purchase program or
other purchase of the Company's shares, in circumstances that could give
shareholders the opportunity to realize a premium over the then prevailing
market price for their shares.
 
    There are no limitations currently imposed by Luxembourg law on the rights
of non-resident holders of Common Shares to hold or vote their shares.
 
ITEM 7. TAXATION
 
U.S. TAXATION
 
    U.S. corporations, citizens and residents will be subject to U.S. income
taxation on dividends and other distributions paid by SCS and on any gains
derived from the sale of SCS's Common Shares.
 
LUXEMBOURG TAXATION
 
    Other than certain former Luxembourg residents, current Luxembourg residents
and those non-residents who maintain a permanent establishment in Luxembourg
with which the holding of SCS Common Shares is connected, SCS shareholders are
not subject to taxation in Luxembourg.
 
ITEM 8. SELECTED FINANCIAL DATA
 
    The information under the caption "Selected Consolidated Financial Data" on
page 24 of the Company's 1997 Annual Report filed with the Securities and
Exchange Commission on Form 6-K is incorporated herein by reference.
 
DIVIDENDS
 
    The Company has made no cash dividend payments since going public in May
1993.
 
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
    The information included under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 19 through
23 of the Company's 1997 Annual Report filed with the Commission on Form 6-K is
incorporated herein by reference.
 
                                       12
<PAGE>
RECENT DEVELOPMENTS
 
    For the first quarter of 1998 Stolt Comex Seaway S.A. reported a net income
of $0.6 million on net operating revenue of $92.4 million. This compared to a
net loss of $2.5 million on net operating revenue of $75.1 million for the
comparable period in 1997.
 
    The profit in the first quarter reflected the continuing subsea construction
activity in the North Sea throughout the winter months. During this time the
SEAWAY CONDOR was employed on the Foinaven field to the West of the Shetlands
and the SEAWAY PELICAN and the DISCOVERY also worked in the North Sea. After
completing installation work for Statoil in the South China Sea, the SEAWAY
EAGLE moved to the Middle East where the SEAWAY HAWK had been working during the
first quarter.
 
    Since the year end the Company concluded an agreement with Midland Bank plc
and Den norske Bank ASA to provide a five year revolving credit facility. This
facility is secured by first priority mortgages over certain of the Company's
ships.
 
    On January 9, 1998 Stolt Comex Seaway S.A. completed a two-for-one stock
split which was effected by means of a stock dividend distribution to all
shareholders of record on January 6, 1998 to enhance the marketability of our
shares.
 
    Stolt Comex Seaway S.A. has further expanded its fleet in 1998 with the
acquisition of the SEAWAY KINGFISHER. She will be the first dedicated deep water
diverless inspection, maintenance and repair ship with remote module handling
capabilities.
 
    On May 6, 1998 the Company announced it had extended the cooperation
agreement with LKMN under which the heavy lift ship STANISLAV YUDIN is chartered
to SHL.
 
    On May 11, 1998 Stolt Comex Seaway S.A. announced that, subject to
shareholder approval, it will distribute one Class A Share, represented in the
United States by one American Depository Share ("ADS"), for each two Common
Shares and each four Class B Shares issued and outstanding. SNSA desires to
maintain its control of SCS, but does not wish to restrict the potential growth
of SCS. The creation and distribution of the Class A Shares was designed to
provide flexibility in pursuing strategic opportunities, without disturbing the
existing voting structure.
 
    While the current economic problems in Asia Pacific have resulted in a
worldwide decreased demand for oil and gas, to date this has not impacted the
exploration and operating expenditure plans for deep water work by oil and gas
companies outside of the Asia Pacific region. The exploration and operating
expenditure plans for Asia Pacific national oil and gas companies have been
impacted by the economic situation. To date there has been little impact on the
expenditure plans of the international firms operating within Asia Pacific
(which form the bulk of SCS's revenue base in the region). Most of the Company's
revenue in Asia Pacific is U.S. dollar based.
 
THE YEAR 2000 ISSUE
 
    The Company continues its comprehensive review of the potential impact of
the Year 2000 issue on its operations. For business system applications, this
review is complete and required modifications are scheduled to be complete by
1998 with testing to occur later during the year. A review of the impact of the
Year 2000 issue on operating equipment and assets is currently underway and is
anticipated to be complete by early 1999. At that time, the full impact of this
technology issue on the Company's operating equipment and assets will be
assessed and appropriate action will be taken.
 
    The review of the Company's systems, and all systems modifications to be
undertaken as a consequence of this review, will be performed using the
Company's internal resources, as part of the Company's ongoing software
maintenance and development process.
 
                                       13
<PAGE>
FORWARD-LOOKING STATEMENTS
 
    Certain statements in this Report constitute "forward-looking statements" as
defined in the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance, or
achievements of the Company, or industry results, to differ materially from any
future results, performance, or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties or other important factors
include, among others: general economic and business conditions; industry
capacity; industry trends; competition; raw material costs and availability;
currency fluctuations; the loss of any significant customers; changes in
business strategy or development plans; availability, terms and deployment of
capital; availability of qualified personnel; changes in, or the failure or
inability to comply with, government regulations; adverse weather conditions;
and other factors referenced in this Report.
 
FACTORS AFFECTING REVENUES AND COSTS
 
    INDUSTRY CONDITIONS
 
    Demand for the Company's subsea services depends upon the condition of the
oil and gas industry and particularly upon capital expenditure budgets of the
companies engaged in the exploration, development and production of offshore oil
and gas. The prices of oil and gas and their uncertainty in the future, along
with forecasted growth in world oil and gas demand, will strongly influence the
extent of offshore exploration and development activities. Offshore oil and gas
field capital expenditures also are influenced by the sale and expiration dates
of offshore leases, the discovery rate of new oil and gas reserves in offshore
areas, local and international political and economic conditions and the ability
of oil and gas companies to access or generate capital. These factors are beyond
the control of SCS.
 
    OPERATING RISKS
 
    Subsea services involves operational risk and is increasingly dependent on
large, expensive, special-purpose ships and equipment. Hazards, such as ships
capsizing, sinking, grounding, colliding and sustaining damage from severe
weather conditions are inherent in the marine operations of subsea services.
These hazards can cause personal injury and loss of life, severe damage to, and
destruction of, property and equipment, pollution or environmental damage and
suspension of operations. All employees engaged in SCS's offshore operations are
covered by provisions of local and maritime laws, which generally provide that
employees or their representatives can bring actions against SCS for damages for
job-related injuries. In addition, although SCS generally seeks to obtain
indemnity agreements whenever possible from the SCS's customers requiring such
customers to hold SCS harmless in the event of structural damage, loss of
production or liability for pollution that originates below the water surface,
when obtained such contractual indemnification does not generally cover
liability resulting from the gross negligence or willful misconduct of or
violation of law by employees or subcontractors of SCS and may not in all cases
be supported by adequate insurance maintained by the customer.
 
    CONTRACT BIDDING RISKS
 
    Reflecting market practice, a significant proportion of SCS's business is
performed on a fixed-price or turnkey basis. Management estimates that the
proportion of SCS's revenue from fixed-price or turnkey contracts increased from
approximately 46% in 1994 to 60% in 1997. Gross profits realized on such
contracts vary, sometimes substantially, from the estimated amounts because of
changes in offshore job conditions, the risks inherent in marine construction
and variations in labor and equipment productivity from those originally
projected, and significant losses can result from performing fixed-price or
turnkey contracts. Under such contracts, SCS also typically bears a proportion
of the risk of delays and extra costs caused by adverse weather conditions or
other circumstances.
 
                                       14
<PAGE>
    On some projects the Company may be performing work under joint venture
agreements where the Company and its partner are jointly and severally liable
towards the customer for the performance of the contract while they between
themselves carry the full responsibility only for their own share of the work.
If the Company's joint venture partner in such arrangement fails to fulfil its
obligations, the Company could have to carry the resultant liability towards the
customer.
 
    PERCENTAGE-OF-COMPLETION PROJECT ACCOUNTING
 
    As most of SCS's contract revenue is recognized on a
percentage-of-completion basis, based on the ratio of costs incurred to the
total estimated costs at completion, contract revenues and gross profits for a
project may be adjusted in subsequent reporting periods from those originally
reported in prior periods. To the extent that these adjustments result in a
reduction or elimination of previously reported profits, SCS would recognize a
charge against current earnings that may be significant depending on the size of
the project or the adjustment.
 
    POLITICAL AND ECONOMIC RISK
 
    SCS's operations are geographically spread throughout the world, and are
therefore subject to various political, economic and other uncertainties,
including, among others, political instability, civil unrest, the risks of war,
asset seizure, nationalization of assets, renegotiation or nullification of
existing contracts, taxation policies, foreign exchange restrictions or
fluctuations and changing political conditions. Additionally, the ability of SCS
to compete in international markets may be adversely affected by governmental
regulations that favor or require the awarding of contracts to local
contractors, or by regulations requiring foreign contractors to employ citizens
of, or purchase supplies from, a particular jurisdiction. Furthermore, SCS's
subsidiaries may face governmentally imposed restrictions from time to time on
their ability to transfer funds to the Company. No predictions can be made as to
what governmental regulations applicable to SCS's operations may be enacted in
the future.
 
    SEASONALITY OF ACTIVITY IN THE NORTH SEA
 
    SCS's subsea contracting business in the North Sea has consistently
accounted for the largest part of SCS's revenue (approximately 60% in 1997).
SCS's business in this region is seasonal and dependent on weather conditions. A
substantial portion of the SCS's contracts for subsea services are performed
between April and October due to adverse weather conditions during the winter
months.
 
    DEPENDENCE ON SIGNIFICANT CUSTOMERS
 
    SCS's major customers are oil companies and large offshore contractors.
During 1997, the SCS's top seven customers accounted for over 50% of SCS's net
operating revenue. The loss of any one or more of these significant customers
could have a material adverse effect on SCS.
 
    COMPETITION
 
    The subsea business is highly competitive, and offshore subsea contractors
compete intensely for available projects. Contracts for SCS's services are
generally awarded on a competitive bid basis, and although customers may
consider, among other things, the availability and capability of equipment, and
the reputation and experience of the contractor, price is a primary factor in
determining which contractor is awarded a contract. Several of SCS's competitors
and potential competitors are larger and have greater financial and other
resources than SCS. In addition, increased activity levels may attract
additional competitors or equipment to the market.
 
                                       15
<PAGE>
    HAZARDOUS ACTIVITIES
 
    The operation of any ocean-going ship carries an inherent risk of
catastrophic marine disasters and property losses caused by adverse weather
conditions, mechanical failures, human error, war, terrorism, piracy, labor
stoppages and other circumstances or events. Any such event may result in loss
of revenues or increased costs.
 
    The Company carries insurance to protect against most of the
accident-related risks involved in the conduct of its business and it maintains
environmental damage and pollution insurance coverage. There can be no
assurance, however, that all risks are adequately insured against, that any
particular claim will be paid or that the Company will be able to procure
adequate insurance coverage at commercially reasonable rates in the future. In
particular, more stringent environmental regulations may result in increased
costs for, or the lack of availability of, insurance against the risks of
environmental damage or pollution.
 
    While the Company currently insures its ships against property loss due to a
catastrophic marine disaster, mechanical failure or collision, the loss of any
ship as a result of such an event could result in a substantial loss of
revenues, increased costs and other liabilities and could have a material
adverse effect on operating performance. Litigation arising from such an
occurrence may result in the Company being named as a defendant in lawsuits
asserting large claims.
 
    REGULATORY AND ENVIRONMENTAL MATTERS
 
    The Company operates in a number of different jurisdictions and is subject
to and affected by various types of governmental regulation, including national
laws and regulations and international conventions relating to ship safety and
design requirements, disposal of hazardous materials, discharge of oil or
hazardous substances, protection of the environment, food safety, and various
import and export requirements. These laws and regulations are becoming
increasingly complex, stringent and expensive to comply with, and there can be
no assurance that continued compliance with existing or future laws or
regulations will not adversely affect the operations of the Company. Significant
fines and penalties may be imposed for non-compliance.
 
    In addition, the Company could be held liable for remediation of pollution
caused by its ships and for releases of oil and hazardous substances and debris
from offshore production platforms, pipelines, subsea facilities and other
assets owned or operated by its customers, and for releases resulting from
activities of, or equipment owned by, its subcontractors. Although the Company
generally negotiates contractual provisions requiring customers to indemnify the
Company in the event any such liability is imposed, the Company has not obtained
such indemnification in all cases. Moreover, such indemnification does not
generally cover liability resulting from the gross negligence or willful
misconduct of, or violation of law by, employees or subcontractors of the
Company.
 
    CERTAIN FINANCIAL REQUIREMENTS
 
    The Company is party to material bank credit and other financing agreements
which impose certain financial requirements such as limitations on debt and the
types of businesses the Company may engage in. At the end of 1997, the Company
was in compliance with all of these credit/financing agreements. Except for
these financial requirements, none of these agreements imposes material
restrictions on the ability of the Company to incur additional indebtedness or
operate its businesses. Although management believes that current operating
plans will not be restricted by these requirements in the future, changes in
economic or business conditions, results of operations or other factors may in
the future result in circumstances in which the requirements restrict the
Company's plans or business operations
 
                                       16
<PAGE>
    LEVERAGE
 
    The degree to which the Company is leveraged may affect its ability to
obtain additional financing in the future for working capital, capital
expenditures, product and service development, and general corporate purposes,
to utilize cash flow from operations for purposes other than debt service, and
to overcome seasonal or other cyclical variations in its business. The ability
of the Company to satisfy its obligations and to reduce its debt is dependent on
the future performance of the Company, which will be subject to the prevailing
economic conditions and to financial, business, and other factors including
those beyond the Company's control.
 
    CAPITAL REQUIREMENTS
 
    The acquisition of new assets and properties, both for growth as well as
replacement, is capital intensive. The availability of new capital to finance
these expenditures depends on the prevailing market conditions and the
acceptability of financing terms offered to the Company. Management believes
that capital expected to be available under the various lines of credit,
financing agreements, and other sources and from disposition of existing assets
and properties as well as cash generated from operations, should be sufficient
to meet its capital requirements for the foreseeable future. No assurance,
however, can be given that financing will continue to be available on attractive
terms.
 
    FOREIGN CURRENCY FLUCTUATIONS
 
    Substantial portions of the Company's revenue and expenses are denominated
in currencies other than dollars. Fluctuations in these currencies can have a
significant impact on the Company's financial results. The Company engages in
hedging programs intended to reduce part of the Company's short-term exposure to
currency fluctuations. However, there can be no assurances that such efforts
will be successful. Hedging is limited to known and foreseeable exposures that
develop through normal business operations and to long-term business
investments. The Company does not attempt to hedge foreign earnings that are
translated into dollars for reporting purposes. Foreign currency fluctuations
have had and will continue to have an impact on reported financial results.
 
    TAXES
 
    The Company's operations are conducted in Norway and the United Kingdom as
well as certain other countries in Europe, Africa, the Middle East, Asia
Pacific, North America and South America. Net income earned from operations in
most of such countries are subject to corporate income taxes and withholding
taxes on dividends paid to other members of the Company's group.
 
    Certain of the Company's subsidiaries may be subject to income tax in the
U.S. and other jurisdictions. The subsidiaries which are incorporated in the
U.S. file a consolidated Federal income tax return, and other subsidiaries file
separate tax returns if and as required.
 
    RESTRUCTURING
 
    To operate in a price competitive manner, the Company regularly reviews its
operations. This review process may result in the closure of offices or
departments, the sale of assets or business lines, the termination of personnel,
or the reassessment of the useful life of assets or technology. Such actions may
affect the Company's results.
 
    LABOR RELATIONS
 
    The Company considers its relations with its employees and their unions to
be good and has not experienced any significant work stoppages. There can be no
assurances however that disruption of the
 
                                       17
<PAGE>
Company's services or production, or that larger labor disputes involving the
industries the Company operates in will not adversely affect the Company's
results.
 
    ACQUISITION AND EXPANSION STRATEGY
 
    One element of the Company's strategy is to continue to grow through
selected acquisitions that further consolidate the markets in which the Company
operates. Likewise the Company plans on expanding its operations at existing or
new locations. There can be no assurance that any currently planned acquisitions
or expansions will be completed or that any currently planned or any additional
acquisitions or expansions will be successful in enhancing the operations or
profitability of the Company; that the Company will be able to identify suitable
additional acquisition candidates or areas for expansion; that it will have the
financial ability to consummate additional acquisitions or expansions; or that
it will be able to consummate such additional acquisitions or expansions on
terms favorable to the Company.
 
    RISK OF LOSS AND INSURANCE
 
    The business of the Company is affected by a number of risks, including the
mechanical failure of its ships, collisions, ship loss or damage, cargo loss or
damage, hostilities, and labor strikes. In addition, the operation of any ship
is subject to the inherent possibility of a catastrophic marine disaster,
including oil, fuel, or chemical spills and other environmental mishaps, as well
as other liabilities arising from owning and operating ships. Any such event may
result in loss of revenues and increased costs and other liabilities. Although
the Company's losses from such hazards have not historically exceeded its
insurance coverage, there can be no assurance that this will continue to be the
case.
 
                                       18
<PAGE>
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
 
    Stolt Comex Seaway S.A. is a Luxembourg holding company and does not have
officers as such. The following is a list of the Directors of the Company and
persons employed by its subsidiaries who perform the indicated executive and
administrative functions for the combined business of the Company's
subsidiaries:
 
<TABLE>
<CAPTION>
NAME                                                     AGE*                            POSITION
----------------------------------------------------     -----     ----------------------------------------------------
<S>                                                   <C>          <C>
 
Jacob Stolt-Nielsen, Jr.............................          66   Chairman of the Board of Directors
 
Christopher J. Wright...............................          63   Deputy Chairman of the Board of Directors
 
J. Frithjof Skouveroe...............................          54   Director and Acting Vice President, Norway
 
John P. Laborde.....................................          73   Director
 
Mark Woolveridge....................................          63   Director
 
Fernand Poimboeuf...................................          65   Director
 
Bernard Vossier.....................................          53   Chief Executive Officer
 
Paul Frikstad.......................................          47   Chief Financial Officer
 
Stephen Vorley......................................          43   Vice President, Field Development
 
Tom Welsh...........................................          40   Vice President, Flowline Laying
 
Alan West...........................................          39   Vice President, Subsea Construction
 
Malcolm Seeley......................................          46   Vice President, Assets and Engineering
 
Alan Brunnen........................................          36   Vice President, UK and Organization and Process
                                                                   Development
 
Brian Butler........................................          48   Vice President, Asia Pacific
 
Andre Bursaux.......................................          46   Vice President, SEAME
 
Phillippe Lamoure...................................          45   Vice President, South America
 
Bruno Chabas........................................          33   Vice President, Gulf of Mexico
 
Julian Thomson......................................          49   Group Manager, Marketing and Communications
</TABLE>
 
------------------------
 
*   As of April 30, 1998.
 
    Under the terms of the Company's Articles of Incorporation, its Directors
may be elected for terms of up to six years and serve until their successors are
elected. Under the Articles, the Board consists of not fewer than three
Directors. The Company's Board of Directors currently consists of six members.
 
    Mr. Stolt-Nielsen has served as Chairman of the Board since 1993. Mr.
Stolt-Nielsen also serves as Chairman and Chief Executive Officer of SNSA. He
founded Seaway in 1973. Mr. Stolt-Nielsen is a Norwegian citizen.
 
    Mr. Wright has served as Deputy Chairman of the Board since 1993. He has
served as President and Chief Operating Officer of SNSA since 1986. Mr. Wright
was employed by British Petroleum plc ("BP") from 1958 until the time he joined
SNSA. Mr. Wright held a variety of positions at BP including Senior Vice
President of BP North America from 1982 to 1986. He is a British citizen.
 
                                       19
<PAGE>
    Mr. Skouveroe has been a Director since 1993, he is currently Acting Vice
President, Norway. He was Chairman of the Board and Chief Executive Officer of
Seaway from 1990 until it was acquired by SNSA in 1992. From 1985 to 1990, he
was President and Second Vice Chairman of Seaway. From 1982 until 1985, Mr.
Skouveroe served as President of Stolt-Nielsen Seaway Contracting A/S, a
predecessor of Seaway. Mr. Skouveroe is a Norwegian citizen.
 
    Mr. Laborde has been a Director since 1993. He retired in 1995 as Chairman
of the Board, President and Chief Executive Officer of Tidewater Inc. and
continues to serve as member of the Board of Directors of Tidewater. He is now
Chief Executive Officer of Laborde Marine Lifts, Inc. and also serves on the
boards of Stone Energy Corporation and Stewart Enterprises as well as the
Council of the American Bureau of Shipping. Mr. Laborde is a U.S. citizen.
 
    Mr. Woolveridge has been a Director since 1993. He held a number of
positions with BP since 1968 and most recently served as Chief Executive of BP
Engineering from 1989 until his retirement in 1992. He also was General Manager,
Oil and Gas Developments, responsible for field development projects in the UK
and Norwegian sectors of the North Sea, and served on the board of BP Oil Ltd.
Mr. Woolveridge is a British citizen.
 
    Mr. Poimboeuf was appointed as a Director to the Company on April 16, 1998.
He has had a career of 33 years with Elf Aquitaine which included periods as
Deputy General Manager in Gabon, Executive Vice-President of Texasgulf Inc in
Houston and General Manager in Angola. Mr Poimboeuf is a French citizen.
 
    Mr. Vossier was appointed Chief Executive Officer of the Company as of May
23, 1995. He previously served as Chief Operating Officer of the Company from
December 1994 to May 1995. He joined Comex in 1974 and has held numerous
management positions in operations and marketing.
 
    Mr. Frikstad joined the Company as Chief Financial Officer of the Company in
June 1995. He was previously Vice President, Offshore, in Mosvold Shipping A.S.
and has more than twenty years of experience in the offshore industry working
for oil companies and oil service contractors.
 
    Mr. Vorley was appointed Vice President, Field Development, as of July 17,
1995. He joined Comex in 1983 and prior to 1995 worked in engineering, project
and commercial posts in the UK and Norway.
 
    Mr. Welsh was appointed Vice President, Flowline Laying, as of July 17,
1995. He first worked for Comex from 1985 to 1988. After working as a consultant
for a number of years he rejoined the Company in 1992 and worked in engineering
and project management roles on a number of important projects.
 
    Mr. West was appointed Vice President, Subsea Construction, as of July 17,
1995. He joined Comex in 1982 and has worked in engineering and the management
of major projects in the North Sea and overseas.
 
    Mr. Seeley was appointed Vice President, Assets and Engineering, as of
September 27, 1996. He joined Comex in 1976 and was initially involved in
engineering and design engineering projects prior to being appointed Manager for
a number of major subsea construction and development projects.
 
    Mr. Brunnen was appointed Vice President, UK, as of July 17, 1995. He joined
Seaway in 1992 and had been involved in managing several major projects prior to
his appointment as Vice President, UK. He has more than fifteen years of
experience in the offshore subsea industry. As of February 15, 1998, he was
appointed to the role of Vice President, Organization and Process Development.
 
    Mr. Butler joined the Company as Vice President, Asia Pacific, as of
September 15, 1995. He was previously Managing Director of Swire Pacific
Offshore in Singapore and had held various technical and management positions in
the Swire Group involved with the oil and gas industry in the Middle East and
Far East.
 
    Mr. Bursaux rejoined the Company in 1995 and was appointed Vice President,
SEAME, as of April 3, 1995. He came from a consulting firm specializing in
strategic marketing and management of company
 
                                       20
<PAGE>
mergers. When previously with Comex between the years of 1971-1985, he held
various positions in engineering and commercial activities, ultimately as Vice
President, North Sea.
 
    Mr. Lamoure was appointed Vice President, South America, as of March 1,
1995. He has been employed by the Company since 1974 when he joined Comex, most
recently General Manager for the Company's operations in France, Africa and
South America from 1994 to March 1995 and Operations Manager in Brazil from 1981
to 1994.
 
    Mr. Chabas was appointed Vice President, Gulf of Mexico, as of January 1,
1998. He joined Stolt Comex Seaway in 1992 and has held management positions in
France and the U.K. before being appointed to the Gulf of Mexico.
 
    Mr. Thomson first joined Seaway in September 1990 as Business Development
Manager. He rejoined the Company in November 1995 as Group Manager, Marketing
and Communications. A former Royal Navy officer, he has 20 years of experience,
most of which have been in the offshore and subsea industry.
 
    There is no family relationship among any of the individuals listed above.
 
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
 
    As described above, SCS does not have officers, but certain persons employed
by its subsidiaries perform executive and administrative functions for the
combined business of the Company's subsidiaries. The aggregate annual
compensation paid to the 12 officers performing such executive functions for
SCS, as a group, for the fiscal year ended November 30, 1997 (including certain
benefits) was $1,880,000. In addition, $110,000 was contributed on behalf of
such officers to defined contribution pension plans. During 1997, Directors of
Stolt Comex Seaway S.A. who were affiliated with the Company or a subsidiary of
SNSA received no compensation for their services, as such, but received
reimbursement of their out-of-pocket expenses. All non-executive directors of
Stolt Comex Seaway S.A. received an annual fee of $15,000, plus expenses in
1997.
 
PROFIT SHARING PLAN
 
    Stolt Comex Seaway S.A. has a Profit Sharing Plan which pays 10% of the
Company's net profit (after specified adjustments) to its officers and employees
worldwide other than those covered by collective bargaining agreements. The
determination of an employee's individual award is based on performance, salary
and overall contribution to the Company. The Profit Sharing Plan is administered
by a Compensation Committee appointed by the SCS Board of Directors. For the
fiscal year ended November 30, 1997, a total provision of $3,800,000 has been
made for payment under the Profit Sharing Plan. The payment of Profit Sharing
for 1997 will not be made until 1998 and the portion to be allocated to officers
has not yet been determined.
 
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
 
    Stolt Comex Seaway S.A. has a Stock Option Plan (the "Plan") covering
2,150,000 Common Shares. Options may be granted under the Plan exercisable for
periods of up to ten years. The options granted under the Plan will be at an
exercise price not less than the fair market value per share at the time the
option is granted. The Plan is administered by a Compensation Committee
appointed by the SCS Board of Directors. The Compensation Committee awards
options based on the grantee's position in the Company, degree of
responsibility, seniority, contribution to the Company and such other factors as
it deems relevant under the circumstances.
 
    As of April 30, 1998, a total of 881,400 options exercisable for Common
Shares had been granted to the Company's subsidiaries' employees, of which
439,254 remain outstanding and 249,324 are currently exercisable. Of the total
remaining outstanding, options for 47,500 Common Shares have been granted to
 
                                       21
<PAGE>
employees who are Directors and executive officers of SCS. The outstanding
options are exercisable at the respective prices set forth below and expire on
the dates indicated:
 
<TABLE>
<CAPTION>
                                                                      OPTIONS
                        AWARD                            OPTIONS     CURRENTLY
                        YEAR                           OUTSTANDING  EXERCISABLE  EXERCISE PRICE   EXPIRATION DATE
-----------------------------------------------------  -----------  -----------  ---------------  ---------------
<S>                                                    <C>          <C>          <C>              <C>
 
1993.................................................      10,580       11,580   $   7.7500             May 2003
 
1994.................................................      33,754       37,754       4.5000           April 2004
 
1995.................................................     120,820       91,365    3.5000-5.2500        June 2005
 
1996.................................................     102,750       62,250       4.0625             May 2006
 
1997.................................................     171,350       46,375       8.6875           March 2007
                                                       -----------  -----------
 
  Total..............................................     439,254      249,324
                                                       -----------  -----------
</TABLE>
 
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
 
    The discussion of related party transactions appearing as Note 13 to
Consolidated Financial Statements, which is part of Item 18 of this Report, is
incorporated herein by reference.
 
                                       22
<PAGE>
                                    PART III
 
ITEM 15. DEFAULTS UPON SENIOR SECURITIES
 
    None.
 
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
  REGISTERED SECURITIES
 
    None.
 
                                       23
<PAGE>
                                    PART IV
 
ITEM 17. FINANCIAL STATEMENTS
 
    Stolt Comex Seaway S.A. has elected to provide financial statements for the
fiscal year ended November 30, 1997 and the related information pursuant to Item
18.
 
ITEM 18. FINANCIAL STATEMENTS
 
    1. Consolidated Financial Statements of Stolt Comex Seaway S.A. and
Subsidiaries
 
       Report of Independent Public Accountants.
 
       Consolidated Balance Sheets as of November 30, 1997 and 1996.
 
       Consolidated Statements of Income for the years ended November 30, 1997,
       1996 and 1995.
 
       Consolidated Statements of Shareholders' Equity for the years ended
       November 30, 1997, 1996, 1995 and 1994.
 
       Consolidated Statements of Cash Flows for the years ended November 30,
       1997, 1996 and 1995.
 
       Notes to Consolidated Financial Statements.
 
    The consolidated financial statements and related notes referred to above
and the report of Arthur Andersen, the Company's independent public accountants,
appearing on pages 24 through 39 of the Company's 1997 Annual Report filed with
the Securities and Exchange Commission on Form 6-K are incorporated herein by
reference.
 
    2. Report and Financial Statements of Seaway Heavy Lifting Limited
 
       Report of Independent Public Accountants.
 
       Profit and Loss Accounts for the years ended November 30, 1997, 1996 and
       1995.
 
       Balance Sheets as of November 30, 1997, 1996 and 1995.
 
       Statements of Cash Flows for the years ended November 30, 1997, 1996 and
       1995.
 
       Notes to Financial Statements.
 
    3. Report and Financial Statements of Transfield-Stolt Comex Seaway Joint
Venture
 
       Report of Independent Public Accountants.
 
       Profit and Loss Accounts for the years ended June 30, 1997 and 1996 and
       for the 17-month period ended June 30, 1995.
 
       Balance Sheets as of June 30, 1997, 1996 and 1995.
 
       Statements of Cash Flows for the years ended June 30, 1997, 1996 and for
       the 17-month period ended June 30, 1995.
 
       Notes to Financial Statements.
 
    4. Report of Independent Public Accountants on Schedules
 
       Supplementary Schedules
 
       Schedule II Valuation and Qualifying Accounts
 
                                       24
<PAGE>
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
 
    (a) Financial Statements.
 
    See list in Item 18.
 
    (b) Exhibits.
 
<TABLE>
<C>          <S>
       2.1   Consent of Arthur Andersen, Independent Public Accountants.
       2.2   Consent of Elvinger, Hoss & Prussen.
       2.3   Statement re: computation of per share earnings.
       2.4   Amended Articles of Incorporation.
       2.5   Company's 1997 Annual Report, pages 19 through 39.
       2.6   Consent of Coopers & Lybrand, Australia, Independent Public Accountants
       2.7   Financial statements of Seaway Heavy Lifting Limited for the years ended November 30,
             1997, 1996 and 1995.
       2.8   Financial statements of the Transfield-Stolt Comex Seaway Joint Venture for the years
             ended June 30, 1997 and 1996 and for the 17-month period ended June 30, 1995.
        27   Financial Data Schedule.
</TABLE>
 
                                       25
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                STOLT COMEX SEAWAY S.A.
 
                                By:  /s/ CHRISTOPHER J. WRIGHT
                                     -----------------------------------------
                                     Name: Christopher J. Wright
                                     Title:Deputy Chairman of the Board of
                                           Directors
 
                                By:  /s/ PAUL FRIKSTAD
                                     -----------------------------------------
                                     Name: Paul Frikstad
                                     Title: Chief Financial Officer
</TABLE>
 
Date: May 28, 1998
 
                                       26
<PAGE>
               INDEX TO REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                          AND SUPPLEMENTARY SCHEDULES
 
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                                                                                                          <C>
Report of Independent Public Accountants...................................................................         F-2
Supplementary Schedules
  Schedule II--Valuation and Qualifying Accounts...........................................................         F-3
</TABLE>
 
                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
TO STOLT COMEX SEAWAY S.A.:
 
    We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Stolt Comex Seaway S.A.'s
Annual Report to Shareholders incorporated by reference in this Form 20-F, and
have issued our report thereon dated February 20, 1998. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the Index on page F-1 are the responsibility of the
Company's management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
consolidated financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
 
                                           ARTHUR ANDERSEN
 
Glasgow, Scotland
May 28, 1998
 
                                      F-2
<PAGE>
                                                                     SCHEDULE II
 
                    STOLT COMEX SEAWAY S.A. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                 BALANCE AT    CHARGED TO    WRITE-OFFS
                                                BEGINNING OF    COSTS AND    AGAINST THE     OTHER ADD     BALANCE AT
                                                   PERIOD       EXPENSES       RESERVE     (DEDUCT) (A)   END OF PERIOD
                                                -------------  -----------  -------------  -------------  -------------
<S>                                             <C>            <C>          <C>            <C>            <C>
For the year ended November 30, 1995:
Allowance for doubtful accounts...............    $     977     $     601     $    (207)     $      78      $   1,449
                                                     ------    -----------        -----          -----         ------
                                                     ------    -----------        -----          -----         ------
Other.........................................    $   4,093     $   1,689     $  --          $    (210)     $   5,572
                                                     ------    -----------        -----          -----         ------
For the year ended November 30, 1996:
Allowance for doubtful accounts...............    $   1,449     $   1,123     $    (124)     $     (24)     $   2,424
                                                     ------    -----------        -----          -----         ------
                                                     ------    -----------        -----          -----         ------
Other.........................................    $   5,572     $  (2,595)    $    (248)     $     (69)     $   2,660
                                                     ------    -----------        -----          -----         ------
For the year ended November 30, 1997:
Allowance for doubtful accounts...............    $   2,424     $     222     $    (137)     $    (300)     $   2,209
                                                     ------    -----------        -----          -----         ------
                                                     ------    -----------        -----          -----         ------
Other.........................................    $   2,660     $   1,884     $     (91)     $     155      $   4,608
                                                     ------    -----------        -----          -----         ------
</TABLE>
 
------------------------
 
(a) Includes the effect of exchange rate changes on beginning balances of
    valuation and qualifying accounts, except as otherwise noted.
 
                                      F-3