Genesee & Wyoming Inc.
Annual Report 2016

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KGener8 Maritime, Inc. - GNRTFiled: March 13, 2017 (period: December 31, 2016)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 001-34228 GENER8 MARITIME, INC.(Exact name of registrant as specified in its charter) Republic of the Marshall Islands 66‑071‑6485(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.) 299 Park Avenue, 2nd Floor, New York, NY 10171(Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code: (212) 763-5600 Securities of the Registrant registered pursuant to Section 12(b) of the Act:Title of Each ClassCommon Stock, par value $.01 per share Name of Each Exchange on Which RegisteredNew York Stock Exchange Securities of the Registrant registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ 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 1934during 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 forthe past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one): Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant as of June 30, 2016 was approximately$282.8 million, based on the closing price of $6.40 per share. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐ The number of shares outstanding of the registrant’s common stock as of March 10, 2017 was 82,960,194 shares. DOCUMENTS INCORPORATED BY REFERENCE Proxy Statement for the 2017 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days afterDecember 31, 2016, is incorporated by reference in Part III herein. Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsTABLE OF CONTENTS PART I Item 1. Business4Item 1A. Risk Factors25Item 1B. Unresolved Staff Comments62Item 2. Properties62Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6. Selected Financial Data64Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations69Item 7A. Quantitative and Qualitative Disclosures about Market Risk108Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure110Item 9A. Controls and Procedures110Item 9B. Other Information111 PART III Item 10. Directors, Executive Officers and Corporate Governance112Item 11. Executive Compensation112Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters112Item 13. Certain Relationships and Related Transactions, and Director Independence112Item 14. Principal Accounting Fees and Services112 PART IV Item 15. Exhibits, Financial Statement Schedules113Item 16. Form 10-K Summary113Signatures 114 2 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsForward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisionsof the Private Securities Litigation Reform Act of 1995. In addition, our management may make forward-looking statementsto analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts andare based on our management’s current beliefs, expectations, estimates and projections about future events, many of which,by their nature, are inherently uncertain and beyond our control. Actual results may differ materially from those currentlyanticipated and expressed in such forward-looking statements due to a number of factors, including: (i) loss or reduction inbusiness from our significant customers or the significant customers of the commercial pools in which we participate;(ii) changes in the values of our vessels, newbuildings or other assets; (iii) the failure of our significant customers, shipyards,pool managers or technical managers to perform their obligations owed to us; (iv) the loss or material downtime of significantvendors and service providers; (v) our failure, or the failure of the commercial pools in which we participate, to successfullyimplement a profitable chartering strategy; (vi) termination or change in the nature of our relationship with any of thecommercial pools in which we participate; (vii) changes in demand for our services; (viii) a material decline or prolongedweakness in rates in the tanker market; (ix) changes in production of or demand for oil and petroleum products, generally orin particular regions; (x) greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tankerscrapping; (xi) adverse weather and natural disasters, acts of piracy, terrorist attacks and international hostilities andinstability;(xii) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislationadopted by international organizations such as the International Maritime Organization and the European Union or byindividual countries; (xiii) actions taken by regulatory authorities; (xiv) actions by the courts, the U.S. Coast Guard, the U.S.Department of Justice or other governmental authorities and the results of the legal proceedings to which we or any of itsvessels may be subject; (xv) changes in trading patterns significantly impacting overall tanker tonnage requirements; (xvi)any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery;(xvii) the highly cyclical nature of our industry; (xviii) changes in the typical seasonal variations in tanker charter rates;(xix) changes in the cost of other modes of oil transportation; (xx) changes in oil transportation technology; (xxi) increasesin costs including without limitation: crew wages, fuel, insurance, provisions, repairs and maintenance; (xxii) the adequacyof insurance to cover our losses, including in connection with maritime accidents or spill events; (xxiii) changes in generalpolitical conditions; (xxiv) changes in the condition of our vessels or applicable maintenance or regulatory standards (whichmay affect, among other things, our anticipated drydocking or maintenance and repair costs); (xxv) changes in the itinerariesof our vessels; (xxvi) adverse changes in foreign currency exchange rates affecting our expenses; (xxvii) the fulfillment of theclosing conditions under, or the execution of customary additional documentation for, our agreements to acquire vessels andborrow under our existing financing arrangements; (xxviii) the effect of our indebtedness on our ability to financeoperations, pursue desirable business operations and successfully run our business in the future; (xxix) financial marketconditions; (xxx) sourcing, completion and funding of financing on acceptable terms; (xxxi) our ability to generatesufficient cash to service our indebtedness and comply with the covenants and conditions under our debt obligations;(xxxii) the impact of electing to take advantage of certain exemptions applicable to emerging growth companies; and(xxxiii) other factors listed from time to time in our filings with the Securities and Exchange Commission, or the “SEC,”including without limitation, under “Risk Factors” in this Annual Report on Form 10-K. Accordingly, you are cautioned notto place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We do notundertake any obligation to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise. Website Information We intend to use our website, www.gener8maritime.com, as a means of disclosing material non-public informationand for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’sInvestor Relations section. Accordingly, investors should monitor the Investor Relations portion of our website, in additionto following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service,please click the “Investor Alerts” link in the Investor Relations section of our website and submit your email address. Theinformation contained in, or that may be accessed through, our website is not incorporated by reference into or a part of thisdocument or any other report or document we file with or furnish to the SEC, and any references to our website are intendedto be inactive textual references only.3 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART I ITEM 1. BUSINESS OVERVIEW We are Gener8 Maritime, Inc., a leading U.S.‑based provider of international seaborne crude oil transportationservices, resulting from a transformative merger between General Maritime Corporation, a well‑known tanker owner, andNavig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. GeneralMaritime Corporation was founded in 1997 by our Chairman and Chief Executive Officer, Peter Georgiopoulos, and we havebeen an active owner, operator and consolidator in the crude tanker sector. As of March 10, 2017, we owned a fleet of 40tankers on the water, consisting of 24 Very Large Crude Carriers (“VLCCs”), ten Suezmax vessels, four Aframax vessels andtwo Panamax vessels, with an aggregate carrying capacity of 9.4 million deadweight tons, or “DWT” and one “eco” VLCCnewbuilding that is being constructed at a highly reputable shipyard and is expected to be delivered during the second halfof 2017. See “Our Fleet” below for a list of all our ships on the water. We believe we are uniquely positioned to benefit from the recent expansion of our fleet through the acquisition of21 VLCC vessels in 2014 and 2015, all of which have been delivered as of the date of this report, except for the Gener8Nestor which is expected to be delivered during the second half of 2017. We believe that the timing of this expansioncoincides with a strong outlook on the long-term rate environment. All of our recently delivered VLCC vessels areconsidered “eco,” incorporating many of the latest technological improvements designed to optimize speed and reduce fuelconsumption and emissions. Our fleet is employed worldwide. As of March 10, 2017, approximately 77% of our total fleet carrying capacitybased on DWT, including newbuildings, is focused on VLCC vessels. We have seen an increase in trip length and ton‑milesin the tanker market due to shifting trade patterns and believe that VLCC vessels are uniquely positioned to benefit fromsuch increase and provide operational benefits due to economies of scale. We seek to maximize long‑term cash flow, taking into account current freight rates in the market and our own viewson the direction of those rates in the future. Historically our spot and charter exposures have varied as we continuallyevaluate our charter employment strategy and the trade‑off between shorter spot voyages and longer‑term charters. For theyear ended December 31, 2016, we had approximately 91.2% of our vessel operating days exposed to the short‑term chartermarket, mostly via employment in pools. Pools generally consist of a number of vessels that may be owned by a number of different ship owners whichoperate as a single marketing entity in an effort to produce freight efficiencies. Pools typically employ experiencedcommercial charterers and operators who have close working relationships with customers and brokers, while technicalmanagement is typically the responsibility of each ship owner. We believe that pool participation optimizes variousoperational efficiencies including improving the potential to monetize freight spikes, greater flexibility of voyage planningand fleet positioning, and reduction of waiting times. In addition to these competitive advantages, pool participationprovides us with greater access to key market dynamics and information. As of December 31, 2016, all of our VLCC,Suezmax and Aframax vessels were employed in Navig8 Group commercial crude tanker pools, which we refer to as the“Navig8 pools.” We maintain strong relationships with high quality customers, including Saudi Aramco, BP, Shell, S‑Oil, Exxon,Chevron, Repsol, Valero, Reliance, Petrobras and Clearlake, either directly or through pooling arrangements. We believe thesubstantial scale of the global tanker pools in which we participate will provide with freight optimization and cost benefitsthrough economies of scale, as well as greater access to key market dynamics and information. Additionally, we expect thenew “eco” vessels deployed in the Navig8 pools will be able to earn higher returns relative to older, non‑eco vessels that maybe contributed, as fuel consumption is a significant determinant of pool earnings distributed to shipowners. Our New York City‑based executive management team includes executives with extensive experience in theshipping industry who have a long track record of managing the commercial, technical and financial aspects of our business. 4 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIn executing our strategy, our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, orshipping companies while focusing on maximizing shareholder value and returning capital to shareholders whenappropriate. We are incorporated under the laws of the Republic of the Marshall Islands. We maintain our principal executiveoffices at 299 Park Avenue, New York, New York 10171. Our telephone number at that address is (212) 763‑5600. Ourwebsite is located at www.gener8maritime.com. Information on our website is not part of this report. AVAILABLE INFORMATION We file annual, quarterly and current reports, proxy statements, and other documents with the SEC, under theSecurities Exchange Act of 1934, or the Exchange Act. The public may read and copy any materials that we file with the SECat the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on theoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains a website thatcontains reports, proxy and information statements, and other information regarding issuers, including us, that fileelectronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. In addition, our company website can be found on the Internet at www.gener8maritime.com. The website containsinformation about us and our operations. Copies of each of our filings with the SEC on Form 10-K, Form 10-Q and Form 8-K,and all amendments to those reports, can be viewed and downloaded free of charge after the reports and amendments areelectronically filed with or furnished to the SEC. To view the reports, access www.gener8maritime.com, click on Investors,then SEC Filings. No information on our company website is incorporated by reference into this annual report on Form 10-K. Any of the above documents can also be obtained in print by any shareholder upon request to our Investor RelationsDepartment at the following address: Corporate Investor RelationsGener8 Maritime, Inc.299 Park AvenueNew York, NY 10171 BUSINESS STRATEGY Our strategy is to leverage our competitive strengths to enhance our position within the industry and maximize longterm shareholder returns. Our strategic initiatives include: ·Optimize our vessel deployment to maximize shareholder returns. We seek to employ our vessels in a mannerthat maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal ofmaximizing shareholder value and returning capital to shareholders when appropriate. We believe ourparticipation in the Navig8 pools provides us with unique benefits, including access to both scale and superiorutilization, versus the broader market. We believe these pools allow us to capture additional opportunities asthey become available. Our management actively monitors market conditions and changes in charter rates toseek to achieve optimal vessel deployment for our fleet, which may include entering our vessels into timecharters when appropriate. ·Maintain cost efficient operations. We outsource the technical management of our fleet to experienced thirdparty managers who have specific teams dedicated to our vessels. We believe the technical management cost atthird party managers is lower than what we could achieve by performing the function in house. We seek toaggressively manage our operating and maintenance costs and quality by actively overseeing the activities ofthe third party technical managers and by monitoring and controlling vessel operating expenses they incur onour behalf. ·Operate a young, high quality fleet and continue to safely and effectively serve our customers. We intend tomaintain a high quality fleet that meets or exceeds stringent industry standards and complies with charterer5 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrequirements through our technical managers’ rigorous and comprehensive maintenance programs under ouractive oversight. Our fleet has a strong safety and environmental record that we maintain through regularmaintenance and inspection. We believe that the “eco” design of our 20 recently delivered VLCCs on the water,and our one VLCC newbuilding, as well as the extensive experience from our technical managers and our inhouse oversight team, will enhance our position as a preferred provider to oil major customers. ·Opportunistically engage in acquisitions or disposals to maximize shareholder value. Our practice is to acquireor dispose of secondhand vessels, newbuilding contracts, or shipping companies while focusing on maximizingshareholder value and returning capital to shareholders when appropriate. Our executive management team hasa demonstrated track record in sourcing and executing acquisitions and disposals at attractive points in thecycle and financings. We are continuously and actively monitoring the market in an effort to take advantage ofgrowth opportunities. We believe that the demand created by changing oil trade pattern distances has been mostsignificant in the VLCC sector as those ships have been directed largely to long haul trade routes to China.Consistent with our strategy, we purchased 21 “eco” VLCC newbuildings in 2014 and 2015, of which 18 weredelivered as of December 31, 2016. Two additional VLCC newbuildings were delivered in the first quarter of2017, and the final vessel is expected to be delivered in the second half of 2017. In 2016, we completed the saleof two VLCC vessels (the Genmar Victory and Genmar Vision), one Suezmax vessel (the Gener8 Spyridon) andone Handymax vessel (the Gener8 Consul). In the first quarter of 2017, we completed the sale of one VLCCvessel (the Gener8 Ulysses). ·Actively manage capital structure and return capital to shareholders when appropriate. We believe that wehave access to multiple financing sources, including banks and the capital markets. We leveraged our strongrelationships with our lenders under the Korean Export Credit Facility and the Amended Sinosure CreditFacility to fund the construction and delivery of our VLCC newbuildings. We intend to manage our capitalstructure by actively monitoring our leverage level with changing market conditions and returning capital toshareholders when appropriate. For more information regarding our senior secured credit facilities, see“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity andCapital Resources—Debt Financings.” VESSEL ACQUISITIONS AND DISPOSALS Our practice is to acquire or dispose of secondhand vessels, newbuilding contracts, or shipping companies whilefocusing on maximizing shareholder value and returning capital to shareholders when appropriate. Our executivemanagement team has a demonstrated track record in sourcing and executing acquisitions and disposals at attractive pointsin the cycle and financings. We are continuously and actively monitoring the market in an effort to take advantage of growthopportunities. We also evaluate opportunities to monetize our investments in vessels by selling them when conditions allowus to generate attractive returns, to adjust the profile of our fleet to fit customer demands such as preferences for modernvessels, and to generate capital for potential investments in the future. From 2001 to 2008, we grew from 20 vessels to 31 vessels upon the completion of our stock‑for‑stock acquisition ofArlington Tankers Ltd. in December 2008, our first acquisition of VLCCs. In 2010, we entered into agreements to purchase seven tankers for an aggregate purchase price of approximately$620 million, consisting of five VLCCs built between 2002 and 2010 and two Suezmax newbuildings, from subsidiaries ofMetrostar Management Corporation. We completed taking delivery of these vessels in April 2011. In 2011, we sold three product tankers for aggregate net proceeds of $62 million and subsequently leased back eachof these vessels to one of our subsidiaries. Pursuant to the Chapter 11 plan, we rejected the bareboat charters and charterguarantees related to these leasebacks effective June 2012 and July 2012. In February 2011, we also sold one Aframax vesseland one Suezmax vessel. We sold one Aframax vessel in each of March 2011, April 2011, October 2011, May 2012 andOctober 2012. In 2014, we sold one Suezmax vessel, and we sold one Aframax vessel in each of February 2014 and October 2013.6 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIn 2016, we sold one Suezmax vessel (the Gener8 Spyridon), two VLCC vessels (the Genmar Victory and GenmarVision) and one Handymax (Gener8 Consul) vessel. For more information regarding our sale of the vessels, see Note 8,DELIVERY AND DISPOSAL OF VESSELS and Note 22, SUBSEQUENT EVENTS, to the consolidated financial statements inItem 8. Our recent fleet expansion strategy has involved two acquisitions of VLCC fleets in 2014 and 2015, described inmore detail below. The VLCC fleet purchased in 2014 consists of seven “eco” newbuild VLCCs originally ordered byScorpio Tankers, Inc. or “Scorpio.” These seven newbuildings were originally ordered by Scorpio and have an aggregatecontract price of $662.2 million, and we acquired them for $735.0 million (with the difference from the contract pricerepresenting an additional embedded premium paid to Scorpio). We refer to the seven newbuildings acquired from Scorpio asthe “2014 acquired VLCC newbuildings.” As of March 10, 2017, all of these VLCC vessels have been delivered to us anddeployed in the VL8 Pool. As of March 10, 2017, we have borrowed approximately $419.1 million under our senior securedcredit facilities to fund the installment payments paid under the shipbuilding contracts for these vessels. Additionally, in 2015, we acquired 14 “eco” VLCCs newbuilding contracts through a merger with Navig8 CrudeTankers, Inc., which we refer to as “Navig8 Crude.” See “Management’s Discussion and Analysis of Financial Condition andResults of Operations—Related Party Transactions—2015 Merger Related Transactions” for more information regarding themerger with Navig8 Crude, which we refer to as the “2015 merger.” The 14 “eco” newbuild VLCCs we acquired in the 2015 merger had been originally ordered by Navig8 Crude priorto the 2015 merger with an aggregate contract price (including installment payments already made) of $1.3 billion. Weassumed the remaining installment payments from Navig Crude. One remaining newbuilding has yet to be delivered, whichhas remaining installment payments of $48.2 million as of March 10, 2017. We have an agreement in place with Navig8Shipmanagement Pte Ltd., an affiliate of the Navig8 Group, to supervise and inspect the construction of the one remainingnewbuilding, which we expect to be delivered during the second half of 2017. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations – Related Party Transactions – Related Party Transactions of Navig8Crude Tankers, Inc.” for more information regarding our relationship with the Navig8 Group. We refer to the 14 newbuildings acquired in the 2015 merger as the “2015 acquired VLCC newbuildings.” As ofMarch 10, 2017, all but one of these VLCC vessels have been delivered to us and deployed in the VL8 Pool. As of March 10,2017, we have borrowed approximately $1.1 billion under our senior secured credit facilities to fund the installmentpayments paid under the shipbuilding contracts for the 2015 acquired VLCC newbuildings. These 21 VLCC vessels are based on advanced “eco” design, which incorporate many technological improvementssuch as more fuel‑efficient engines, hull forms, and propellers and decreased water resistance, designed to optimize speed andfuel consumption and reduce emissions. However, there is no guarantee of the extent to which these fuel efficiencies will berealized. See “Risk Factors–There is no assurance that our recently delivered VLCC vessels (as well as the Gener8 Nestorwhich is scheduled to be delivered in the second half of 2017) will provide the fuel consumption savings that we expect, orthat we will fully realize any fuel efficiency benefits of our recently delivered VLCC vessels.” Certain events may arise which could result in us not taking delivery of our final 2015 acquired VLCC newbuildingon such schedule or at all. See “Risk Factors—Delay in delivery of our one remaining VLCC newbuilding or any other newvessel that we may order, or delivery of any vessel with significant defects, could harm our operating results and lead to thetermination of any related charters that may be entered into prior to their delivery.” OUR FLEET As of March 10, 2017 our fleet was comprised of 41 wholly-owned tankers, which includes 40 vessels on the water,consisting of 24 VLCC vessels, ten Suezmax vessels, four Aframax vessels and two Panamax vessels, with an aggregatecarrying capacity of 9.4 million DWT and one “eco” VLCC newbuilding with an expected delivery in the second half of2017. As of March 10, 2017, all of our VLCC vessels were deployed in Navig8 Group’s VL8 Pool, all of7 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsour Suezmax vessels were deployed in Navig8 Group’s Suez8 Pool and all of our Aframax vessels were deployed in theNavig8 Group’s V8 Pool. Year Employment Vessel Built DWT Status Yard Flag VLCC (1) Gener8 Zeus 2010 318,325 Pool Hyundai Marshall Islands Gener8 Atlas 2007 306,005 Pool Daewoo Marshall Islands Gener8 Hercules 2007 306,543 Pool Daewoo Marshall Islands Gener8 Poseidon 2002 305,795 Pool Daewoo Marshall Islands Gener8 Neptune 2015 299,999 Pool Daewoo Marshall Islands Gener8 Athena 2015 299,999 Pool Daewoo Marshall Islands Gener8 Strength 2015 300,960 Pool SWS Marshall Islands Gener8 Apollo 2016 301,417 Pool Daewoo Marshall Islands Gener8 Supreme 2016 300,933 Pool SWS Marshall Islands Gener8 Ares 2016 301,587 Pool Daewoo Marshall Islands Gener8 Hera 2016 301,619 Pool Daewoo Marshall Islands Gener8 Success 2016 300,932 Pool SWS Marshall Islands Gener8 Nautilus 2016 298,991 Pool HHI Marshall Islands Gener8 Andriotis 2016 301,014 Pool SWS Marshall Islands Gener8 Constantine 2016 299,011 Pool HHI Marshall Islands Gener8 Perseus 2016 299,392 Pool HHI Marshall Islands Gener8 Macedon 2016 298,991 Pool HHI Marshall Islands Gener8 Chiotis 2016 300,973 Pool SWS Marshall Islands Gener8 Oceanus 2016 299,011 Pool HHI Marshall Islands Gener8 Noble 2016 298,991 Pool HHI Marshall Islands Gener8 Theseus 2016 299,392 Pool HHI Marshall Islands Gener8 Miltiades 2016 301,038 Pool SWS Marshall Islands Gener8 Hector 2017 297,363 Pool HAN Marshall Islands Gener8 Ethos 2017 298,991 Pool HHI Marshall Islands SUEZMAX Gener8 Spartiate 2011 164,925 Pool Hyundai Marshall Islands Gener8 Maniate 2010 164,715 Pool Hyundai Marshall Islands Gener8 St. Nikolas 2008 149,876 Pool Universal Marshall Islands Gener8 George T 2007 149,847 Pool Universal Marshall Islands Gener8 Kara G 2007 150,296 Pool Universal Liberia Gener8 Harriet G 2006 150,296 Pool Universal Liberia Gener8 Orion 2002 159,992 Pool Samsung Marshall Islands Gener8 Argus 2000 159,999 Pool Hyundai Marshall Islands Gener8 Horn 1999 159,475 Pool Daewoo Marshall Islands Gener8 Phoenix 1999 153,015 Pool Halla Marshall Islands AFRAMAX Gener8 Pericles 2003 105,674 Pool Sumitomo Liberia Gener8 Daphne 2002 106,560 Pool Tsuneishi Marshall Islands Gener8 Defiance 2002 105,538 Pool Sumitomo Liberia Gener8 Elektra 2002 106,560 Pool Tsuneishi Marshall Islands PANAMAX Gener8 Companion 2004 72,749 Spot Dalian China Bermuda Gener8 Compatriot 2004 72,749 Spot Dalian China Bermuda Vessels on the Water Total 9,369,538 Pool = Vessel is chartered into a pool where it is deployed on the spot market (see below under the heading “—FleetDeployment—Our Charters”). 8 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(1)The table does not include the Gener8 Nestor, our VLCC newbuilding vessel which is being built at Hanjin HeavyIndustries and Construction Philippines, Inc., has a carrying capacity of approximately 300,000 DWT and isexpected to be delivered during the second half of 2017. FLEET DEPLOYMENT We strive to optimize the financial performance of our fleet by opportunistically evaluating the deployment of ourvessels in the spot market, which are contracts pertaining to specified cargo, and on time charters, which are contracts definedby their duration rather than their cargoes, including through commercial pool arrangements. Vessels operating in the spotmarket typically are chartered for a single voyage that may last up to three months whereas vessels operating on time chartersmay be chartered for several months or years. Vessels operating in the spot market may generate increased profit marginsduring periods of improving tanker rates, while vessels operating on time charters generally provide more predictable cashflows. Due to the historically low charter rates in recent years, we have primarily deployed our vessels on spot market voyagecharters (either directly or through pools which operate primarily in the spot market) as opposed to time charters. However,we actively monitor market conditions and changes in charter rates in managing the deployment of our vessels between spotmarket voyage charters, pool agreements and time charters. Historically, during certain periods of higher charter rates, weentered into time charters to benefit from a measure of stability through cycles. We may utilize a similar strategy to the extentthat tanker rates rise and market conditions become favorable. We may also utilize time charters to lock in contracted rateswhen we believe the rate environment could weaken or decline in the future. We may also consider deploying our vessels ontime charter for customers to use as floating storage. See “Management’s Discussion and Analysis of Financial Conditionand Results of Operations—Pool, Spot and Time Charter Deployment” for more information regarding our fleet deploymentstrategy. Our Charters The following table details the percentage of our fleet operating on time charters, in the spot market and in theNavig8 pools during the prior three years. Time Charter Vs. Spot Mix (as % of operating days) Year ended Year ended Year ended December 31, 2016 December 31, 2015 December 31,2014 Percentage in Navig8 pool days (1) 91.2 39.4 — Percentage in time charter days 1.8 9.4 6.3 Percentage in spot charter days 7.0 51.2 93.7 Total vessel operating days 100.0 100.0 100.0 (1) Consists of vessels chartered into the VL8 Pool, the Suez8 Pool and the V8 Pool. As of December 31, 2016, our fleet consisted of 39 vessels on the water, which were all employed in the spot market(either directly or through spot market focused pools). Additionally, all of our vessels that were delivered in the first quarterof 2017 were employed in the spot market (either directly or through spot market focused pools). VL8, Suez8 and V8 Pools We employ all of our VLCC, Suezmax and Aframax vessels, in Navig8 Group commercial crude tanker pools,including the VL8 Pool, the Suez8 Pool and the V8 Pool, respectively. The pools leverage the Navig8 Group’s industryleading platform with a spot market focus, in which shipowners with vessels of similar size and quality participate along withus in the pools. As of December 31, 2016, based on information provided to us by the Navig8 Group, the VL8 Pool wascomprised of 45 vessels, the Suez8 Pool was comprised of 24 vessels and the V8 Pool was comprised of 19 vessels. We believe this scale among global tanker pools will provide both us and these pools with freight optimization andcost benefits through economies of scale, as well as greater access to key market dynamics and information. Furthermore, webelieve that vessel pools can provide cost‑effective commercial management activities for a group of similar class vessels andpotentially result in lower waiting times. Pooling our vessels with those of other operators also helps us derive variousoperational benefits through voyage flexibility, including having more vessels available to9 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsdeploy as opportunities arise. For example, pool participation means we could obtain backhaul or other voyages that couldresult in higher time charter equivalent earnings than we might have otherwise earned. For further detail on our pooling arrangements with the Navig8 Group, see “Management’s Discussion and Analysisof Financial Condition and Results of Operations—Related Party Transactions—Related Party Transactions of Navig8Crude Tankers Inc.” For more information on other pools we have participated in, see Note 16, VESSEL POOL ARRANGEMENTS, to theconsolidated financial statements in Item 8. OPERATIONS AND SHIP MANAGEMENT Commercial Management Our management team and other employees, including the management and employees of our wholly‑ownedsubsidiary, Gener8 Maritime Management LLC, are responsible for the commercial and strategic management of our fleet.Commercial management involves negotiating charters for vessels, managing the mix of various types of charters, such astime charters, voyage charters and spot market‑related time charters, and monitoring the performance of our vessels undertheir charters. Strategic management involves locating, purchasing, financing and selling vessels. The commercialmanagement of our vessels deployed in the VL8, Suez8 and V8 Pools is handled by affiliates of the Navig8 Group. Ourin‑house commercial management team oversees our pool arrangements and manages any vessels not chartered into pools. Technical Management We utilize the services of independent technical managers for the technical management of our fleet (including thevessels we have deployed in pools). We currently contract with Anglo Eastern Ship Management, Northern MarineManagement, Wallem Ship Management and Selandia Ship Management, independent technical managers, for our technicalmanagement.Technical management involves the day‑to‑day management of vessels, including performing routinemaintenance, attending to vessel operations, arranging for crews and supplies and providing safety, quality andenvironmental management, operational support, crewing shipyard supervision, insurance and financial managementservices. Members of our New York City‑based corporate technical department oversee the activities of our independenttechnical managers. The head of our technical management team has over 38 years of experience in the shipping industry. Under our technical management agreements, our technical managers are obligated to: ·provide qualified personnel to ensure safe vessel operation; ·arrange and supervise the maintenance of our vessels to our standards to assure that our vessels comply withapplicable national and international regulations and the requirements of our vessels’ classification societiesincluding arranging and conducting vessel dry dockings; ·select and train the crews for our vessels, including assuring that the crews have the correct certificates for thetypes of vessels on which they serve; ·warrant the compliance of the crews’ licenses with the regulations of the vessels’ flag states and theInternational Maritime Organization, or “IMO”; ·arrange the supply of spares and stores and lubricating oil for our vessels; ·report expense transactions to us, and make its procurement and accounting systems available to us inaccordance with the Sarbanes-Oxley Act of 2002, as amended, or the “Sarbanes-Oxley Act”; and ·ensure that our vessels are acceptable to customers for the safe carriage of cargo.10 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Our crews inspect our vessels and perform ordinary course maintenance, both at sea and in port. Our vessels areregularly inspected by technical management staff and specific notations and recommendations are made for improvementsto the overall condition of the vessel, maintenance of the vessel and safety and welfare of the crew. EMPLOYEES As of December 31, 2016, we employed 38 office personnel. Fourteen of these employees (of which thirteen arelocated in New York City and one is located in Houston, Texas) manage the commercial operations of our business andoversee the technical management of our fleet. As part of our strategy to outsource the technical management of our fleet, wecompleted the closure of our Portugal office (which had four employees) in August 2015 and our Russia office (which hadthree employees) in March 2016. Since November 15, 2014, we no longer provided any seaborne personnel to crew our vessels. Crews for our vesselsare provided by third‑party managers. Our technical managers are responsible for locating and retaining qualified officers forour vessels subject to third‑party management arrangements. The crewing agencies handle each seaman’s training, travel andpayroll, and ensure that all the seamen on our vessels have the qualifications and licenses required to comply withinternational regulations and shipping conventions. We typically man our vessels with more crew members than are requiredby the country of the vessel’s flag in order to allow for the performance of routine maintenance duties. We place great emphasis on attracting qualified crew members for employment on our vessels. Recruiting qualifiedsenior officers has become an increasingly difficult task for vessel operators. We believe that our third‑party technicalmanagers pay competitive salaries and provide competitive benefits to our personnel. We believe that the well‑maintainedquarters and equipment on our vessels help to attract and retain motivated and qualified seamen and officers. Our crewmanagement services contractors have collective bargaining agreements that cover all the junior officers and seamen whomthey provide to us. CUSTOMERS We have strong relationships with our customers, which include major international oil companies and commoditiestrading firms such as Saudi Aramco, BP, Shell, S‑Oil, Exxon, Chevron, Repsol, Valero, Reliance, Petrobras and Clearlake,either directly or through pooling arrangements. Our vessels are primarily available for employment in commercial pools, or for charter on a spot voyage or timecharter basis. During the years ended December 31, 2016 and 2015, the Navig8 pools accounted for 91.2% and 34.8%,respectively of our net voyage revenues. The Navig8 pools, which manage vessels owned by third-party operators, distributerevenues on net basis, and our net voyage revenues are not directly attributable to the charterers of our vessels. We receivesuch revenues indirectly through distributions made to us by the Navig8 pools in which our vessels participate. During theyears ended December 31, 2015 and 2014, one of our customers, Unipec, accounted for 9.9% and 15.2% of our voyagerevenues (including revenue from the Unique Tankers pool), respectively. On May 7, 2015, we delivered to Unipec a noticeof termination under certain of our pool related agreements between Unipec and Unique Tankers, and we subsequentlytransitioned all of our vessels to the Navig8 commercial crude tanker pools, with the exception of two vessels deployed inthe spot market, to the Navig8 commercial crude tanker pools. See “Risk Factors—We receive a significant portion of ourrevenues from a limited number of customers and pools, and the loss of any customer or the termination of our relationshipswith these pools could result in a significant loss of revenues and cash flow” for certain risks related to our reliance on keycustomers. See Note 16, VESSEL POOL ARRANGEMENTS, to the consolidated financial statements in Item 8 for moreinformation on the Unique Tankers pool and the Navig8 pools. COMPETITION International seaborne transportation of crude oil and other petroleum products is provided by two main types ofoperators: fleets owned by independent companies and fleets operated by oil companies (both private and11 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsstate‑owned). Many oil companies and other oil trading companies, the primary charterers of the vessels we own, also operatetheir own vessels and transport oil for themselves and third‑party charterers in direct competition with independent ownersand operators. Competition for charters is intense and is based upon price, vessel location, the size, age, condition andacceptability of the vessel, and the quality and reputation of the vessel’s operator. Other significant operators of vessels carrying crude oil and other petroleum products include Frontline, Ltd.,Overseas Shipholding Group, Inc., Teekay Shipping Corporation, Tsakos Energy Navigation, Euronav NV, DHT Holdings,Inc., and Tankers International LLC. There are also numerous, smaller vessel operators. See “Risk Factors” for a discussion of certain negative factors pertaining to our competitive position. INSURANCE General Operational Risks The operation of any ocean‑going vessel carries an inherent risk of catastrophic marine disasters and property lossescaused by adverse weather conditions, mechanical failures, human error, war, terrorism and other circumstances or events. Inaddition, the transportation of crude oil is subject to the risk of spills, and business interruptions due to politicalcircumstances in foreign countries, hostilities, labor strikes and boycotts. The U.S. Oil Pollution Act of 1990, or “OPA,” hasmade liability insurance more expensive for ship owners and operators imposing potentially unlimited liability upon owners,operators and bareboat charterers for oil pollution incidents in the territorial waters of the United States. We believe that ourcurrent insurance coverage is adequate to protect us against the principal accident‑related risks that we face in the conduct ofour business. Liability Risks: Protection and Indemnity Insurance Our protection and indemnity insurance, or “P&I insurance,” covers, subject to customary deductibles, policy limitsand extensions, third‑party liabilities and other related expenses from, among other things, injury or death of crew,passengers and other third parties, claims arising from collisions, damage to cargo and other third‑party property andpollution arising from oil or other substances. Our current P&I insurance coverage for pollution is the maximumcommercially available amount of $1.0 billion per tanker per incident and is provided by mutual protection and indemnityassociations. Our current P&I Insurance coverage for non‑pollution losses is $3.0 billion per tanker per incident. Each of thevessels currently in our fleet is entered in a protection and indemnity association which is a member of the InternationalGroup of Protection and Indemnity Mutual Assurance Associations, or the “International Group.” The 13 protection andindemnity associations that comprise the International Group insure approximately 90% of the world’s commercial tonnageand have entered into a pooling agreement to reinsure each association’s liabilities. Each protection and indemnityassociation has capped its exposure to this pooling agreement at $4.3 billion. As a member of protection and indemnityassociations, which are, in turn, members of the International Group, we are subject to calls payable to the associations basedon the International Group’s claim records as well as the claim records of all other members of the individual associations andmembers of the pool of protection and indemnity associations comprising the International Group. Marine Risks: Hull and Machinery and War Risks Our hull and machinery insurance covers actual or constructive total loss from covered risks of collision, fire, heavyweather, grounding and engine failure or damages from same. Our war risk insurance covers risks of confiscation, seizure,capture, vandalism, sabotage and other war‑related risks. Such coverage is subject to policy deductibles. Our loss‑of‑hireinsurance covers loss of revenue for up to 90 days resulting from vessel off hire for each of our vessels, with a 14‑daydeductible. 12 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsENVIRONMENTAL REGULATION AND OTHER REGULATIONS Government regulations and laws significantly affect the ownership and operation of our vessels. We are subject tointernational conventions, national, state and local laws and regulations in force in the countries in which our vessels mayoperate or are registered and compliance with such laws, regulations and other requirements may entail significant expense. Our vessels are subject to both scheduled and unscheduled inspections by a variety of government, quasi-governmental and private organizations, including local port authorities, national authorities, harbor masters or equivalent,classification societies, flag state administrations (countries of registry) and charterers. Our failure to maintain permits,licenses, certificates or other approvals required by some of these entities could require us to incur substantial costs ortemporarily suspend operation of one or more of our vessels. We believe that the heightened levels of environmental and quality concerns among insurance underwriters,regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate thescrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels thatconform to stricter environmental standards. We believe that the operation of our vessels is in substantial compliance withapplicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or otherauthorizations necessary for the conduct of our operations; however, because such laws and regulations are frequentlychanged and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with theserequirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition additionallegislation or regulation applicable to the operation of our vessels that may be implemented in the future could negativelyaffect our profitability. International Maritime Organization (IMO) The United Nations’ International Maritime Organization, or the “IMO,” has adopted the International Conventionfor the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 and updated through variousamendments relating thereto (collectively referred to as MARPOL 73/78 and herein as “MARPOL”). MARPOL entered intoforce on October 2, 1983. It has been adopted by over 150 nations, including many of the jurisdictions in which our vesselsoperate. MARPOL sets forth pollution‑prevention requirements applicable to tankers, among other vessels, and is brokeninto six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes IIand III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate tosewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separatelyadopted by the IMO in September of 1997. In 2012, the IMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted a resolutionamending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk, orthe “IBC Code.” The provisions of the IBC Code are mandatory under MARPOL and the IMO International Convention forthe Safety of Life at Sea of 1974, or “SOLAS.” These amendments, which entered into force in June 2014, pertain to revisedinternational certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fallunder the IBC Code. We may need to make certain financial expenditures to comply with these amendments. In 2013, the MEPC adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or “CAS.”These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on theEnhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code,” which provides forenhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments. Air Emissions. In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. EffectiveMay 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwentmajor conversions) on or after January 1, 2000. It also prohibits “deliberate emissions” of “ozone depleting substances,”defined to include certain halons and chlorofluorocarbons. “Deliberate emissions” are not limited13 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsto times when the ship is at sea; they can for example include discharges occurring in the course of the ship’s repair andmaintenance. Emissions of “volatile organic compounds” from certain tankers, and the shipboard incineration (fromincinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls “PCBs”) are alsoprohibited. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be establishedwith more stringent controls on sulfur emissions known as “Emission Control Areas,” or “ECAs” (see below). The MEPC adopted amendments to Annex VI on October 10, 2008, which amendments were entered into force onJuly 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing aprogressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70thsession, or “MEPC 70,” MEPC announced its decision concerning the implementation of regulations mandating a reductionin sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025.By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel withlow sulfur content. Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECAmay not use fuel with sulfur content in excess of 0.10%. Amended Annex VI establishes procedures for designating newECAs. Currently, the Baltic Sea, the North Sea and certain coastal areas of North America and the Caribbean Sea have been sodesignated. Ocean-going vessels in these areas are subject to stringent emissions controls, which may cause us to incuradditional costs. If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissionsfrom marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or“EPA,” or the states where we operate, compliance with these regulations could entail significant capital expenditures,operational changes, or otherwise increase the costs of our operations. For example, the amended Annex VI also establishesnew tiers of stringent nitrogen oxide emission standards for new marine engines developed after the date of installation. TheEPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. At MEPC 70, MEPC approvedthe North Sea and Baltic Sea as ECAs for nitrogen oxides, effective January 1, 2021. It is expected that these areas will beformally designated after the draft amendments are presented at MEPC’s next session. As of January 1, 2013, Amended Annex VI of MARPOL made mandatory certain measures relating to energyefficiency for ships in part to address greenhouse gas emissions. This included the requirement that all new ships utilize theEnergy Efficiency Design Index, or “EEDI,” and that all ships use the Ship Energy Efficiency Management Plan, or“SEEMP.” We believe that all our vessels will be compliant in all material respects with these regulations. Additional or newconventions, laws and regulations may be adopted that could require the installation of expensive emission control systemsand could adversely affect our business, results of operations, cash flows and financial condition. Pollution Control and Liability Requirements The IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water andSediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phasedintroduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limitsof ballast discharge. All ships will also have to carry a ballast water record book and an International Ballast WaterManagement Certificate. The BWM Convention enters into force 12 months after it has been adopted by 30 states, thecombined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shippingtonnage. On September 8, 2016, this threshold was met (with 52 contracting parties making up 35.14%). Thus, the BWMConvention will enter into force on September 8, 2017. Many of the implementation dates originally written into the BWM Convention have already passed, so that oncethe BWM Convention enters into force, the period for installation of mandatory ballast water exchange requirements wouldbe extremely short, with several thousand ships a year needing to install ballast water management systems, or “BWMS”. Forthis reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWMConvention so that they are triggered by the entry into force date and not the dates14 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsoriginally in the BWM Convention. This in effect makes all vessels constructed before the entry into force date ‘existing’vessels, and allows for the installation of BWMS on such vessels at the first renewal survey following entry into force of theConvention. At MEPC 70, MEPC adopted updated “guidelines for approval of ballast water management systems (G8).” G8updates previous guidelines concerning procedures to approve BWMS. The cost of compliance could increase for oceancarriers and the costs of ballast water treatments may be material. The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the “BunkerConvention,” to impose strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states causedby discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintaininsurance for pollution damage in an amount equal to the limits of liability under the applicable national or internationallimitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability forMaritime Claims of 1976, as amended). With respect to non‑ratifying states, liability for spills or releases of oil carried as fuelin ship’s bunkers typically is determined by the relevant national or other domestic laws in the jurisdiction where the eventsor damages occur. The IMO has also adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, asamended by different Protocol in 1976, 1984, and 1992, and amended in 2000, or the “CLC.” Under the CLC and dependingon whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner isstrictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subjectto certain exceptions. The 1992 Protocol changed certain limits on liability. The right to limit liability is forfeited under theCLC where the spill is caused by the shipowner’s personal fault and under the 1992 Protocol where the spill is caused by theshipowner’s personal act or omission or by intentional or reckless conduct where the shipowner knew pollution damagewould probably result. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in asum equivalent to an owner’s liability for a single incident. Noncompliance with the IMO’s International Management Code for the Safe Operation of Ships and for PollutionPrevention, or “ISM Code,” or other IMO regulations may subject the vessel owner or bareboat charterer to increasedliability, lead to decreases in available insurance coverage for affected vessels or result in the denial of access to, or detentionin, some ports. As of the date of this Annual Report, each of our operating vessels is ISM Code certified. Anti‑Fouling Requirements. In 2001, the IMO adopted the International Convention on the Control of HarmfulAnti‑fouling Systems on Ships, or the “Anti‑fouling Convention.” The Anti‑fouling Convention, which entered into force onSeptember 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sealife to the hulls of vessels after September 2003. Vessels of over 400 gross tons engaged in international voyages will berequired to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling SystemCertificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We haveobtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations,if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act. The U.S. Oil Pollution Act of 1990, or “OPA,” established an extensive regulatory and liability regime for theprotection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade withthe United States, its territories and possessions or whose vessels operate in United States waters, which includes the UnitedStates’ territorial sea and its 200 nautical mile exclusive economic zone around the United States. The United States has alsoenacted the Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA,” which applies to thedischarge of hazardous substances (other than petroleum, except in certain limited circumstances), whether on land or at sea.OPA and CERCLA both define “owner and operator” “in the case of a vessel as any person owning, operating or charteringby demise, the vessel.” Both OPA and CERCLA impact our operations. 15 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUnder OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unlessthe spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment andclean‑up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines theseother damages broadly to include: ·injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; ·injury to, or economic losses resulting from, the destruction of real and personal property; ·net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real orpersonal property, or natural resources; ·loss of subsistence use of natural resources that are injured, destroyed or lost; ·lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property ornatural resources; and ·net cost of increased or additional public services necessitated by removal activities following a discharge ofoil, such as protection from fire, safety or health hazards. OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. EffectiveDecember 21, 2015, the U.S. Coast Guard, or “USCG,” adjusted the limits of OPA liability to the greater of $2,200 per grosston or $18,796,800 per tank vessel, other than a single-hull tank vessel, that is greater than 3,000 gross tons (subject toperiodic adjustments for inflation). These limits of liability do not apply if an incident was proximately caused by theviolation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent,employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willfulmisconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report theincident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist asrequested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued undercertain provisions of the U.S. Clean Water Act or the Intervention on the High Seas Act. CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removaland remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costsassociated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of ahazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability underCERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo andthe greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsibleperson liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resultedfrom willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, constructionor operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refusedto provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel issubject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidenceof financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person maybe subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof ofinsurance, a surety bond, qualification as a self‑insurer or a guarantee. Under OPA regulations, an owner or operator of morethan one tanker is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only tothe financial responsibility requirement of the tanker having the greatest maximum strict liability under OPA and CERCLA.We have provided such evidence and received certificates of financial responsibility from the USCG for each of our vesselsrequired to have one. Compliance with any new requirements of OPA may substantially impact our cost of operations orrequire us to incur additional expenses to comply with any new regulatory16 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsinitiatives or statutes. Additional legislation or regulations applicable to the operation of our vessels that may beimplemented in the future could adversely affect our business. We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of ouroperating vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a materialadverse effect on our business, financial condition, results of operations and cash flows. Other United States Environmental Regulations. The U.S. Clean Water Act, or the “CWA,” prohibits the dischargeof oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly‑issued permit orexemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposessubstantial liability for the costs of removal, remediation and damages and complements the remedies available under OPAand CERCLA. Furthermore, most U.S. States that border a navigable waterway have enacted environmental pollution lawsthat impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of ahazardous substance. These laws may be more stringent than U.S. federal law. The EPA requires a permit regulating ballast water discharges and other discharges incidental to the normaloperation of certain vessels within U.S. waters under the Vessel General Permit for Discharges Incidental to the NormalOperation of Vessels, or “VGP.” For a new vessel delivered to an owner or operator after September 19, 2009 to be covered bythe VGP, the owner must submit a Notice of Intent, or “NOI,” at least 30 days before the vessel operates in U.S. waters. OnMarch 28, 2013, the EPA re‑issued the VGP for another 5 years. This VGP took effect on December 19, 2013. The VGPfocuses on authorizing discharges incidental to operations of commercial vessels and the new VGP contains numeric ballastwater discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent requirements forgas scrubbers and the use of environmentally acceptable lubricants. USCG regulations adopted, and proposed for adoption, under the U.S. National Invasive Species Act, or “NISA,”also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering oroperating in U.S. waters, which require the installation of equipment on our vessels to treat ballast water before it isdischarged or the implementation of other port facility disposal arrangements or procedures, and/or otherwise restrict ourvessels from entering U.S. waters. The USCG must approve any technology before it is placed on a vessel, but has not yetapproved the technology necessary for vessels to meet the foregoing standards. However, the USCG has developed anAlternate Management System, or “AMS,” acceptance program. This is a bridging strategy to allow foreign type approvedBWMS to be installed and operated on vessels. An AMS must be installed prior to the vessel’s compliance date and may beused up to five years after the date that the vessel is required to be in compliance with the USCG ballast water dischargestandards. Notwithstanding the foregoing, as of January 1, 2014, vessels are technically subject to the phasing‑in of thesestandards. As a result, the USCG has provided waivers to vessels which cannot install the as‑yet unapproved technology. TheEPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. OnDecember 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPAindicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will notgrant any waivers. In October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft certainsections of the VGP that address ballast water. However, the Second Circuit stated that the 2013 VGP will remain in effectuntil the EPA issues a new VGP. Since the current VGP will remain in effect until the EPA issues a new VGP, it remainsunclear how the ballast water requirements promulgated by the EPA, the USCG, and IMO BWM Convention, some of whichare in effect and some of which are pending, will co-exist and affect us. Compliance with the VGP could require the installation of equipment on our vessels to treat ballast water before it isdischarged or the implementation of other disposal arrangements, and/or otherwise restrict our vessels from entering UnitedStates waters. In addition, certain states have enacted more stringent discharge standards as conditions to their requiredcertification of the VGP. We submit NOIs for our vessels where required and do not believe that the costs associated withobtaining and complying with the VGP have a material impact on our operations. We have installed ballast water treatmentsystems on newbuilding vessels and will retrofit these on certain other ships in the future.17 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents The U.S. Clean Air Act of 1970 (including its amendments in 1977 and 1990), or the “CAA,” requires the EPA topromulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels aresubject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning andconducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes areequipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft StateImplementation Plans, or “SIPs,” designed to attain national health‑based air quality standards in each state. Althoughstate‑specific SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations byrequiring the installation of vapor control equipment, as indicated above, our vessels operating in covered port areas arealready equipped with vapor recovery systems that satisfy these existing requirements. European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship‑sourcedischarges of polluting substances, including minor discharges, if committed with intent, recklessly or with seriousnegligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding andabetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enactlaws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantialpenalties or fines and increased civil liability claims. The European Union has adopted several regulations and directives requiring, among other things, more frequentinspections of high‑risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and adefinitive ban for repeated offenses. The regulation also provided the European Union with greater authority and controlover classification societies, by imposing more requirements on classification societies and providing for fines or penaltypayments for organizations that failed to comply. Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol tothe United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to whichadopting countries have been required to implement national programs to reduce greenhouse gas emissions. The 2015United Nations Convention on Climate Change Conference in Paris did not result in an agreement that directly limitedgreenhouse gas emissions from ships. However, in January 2013 the MEPC’s two new sets of mandatory requirements that address greenhouse gasemissions from ships entered into force. Currently operating ships will be required to develop Ship Energy EfficiencyManagement Plans, and minimum energy efficiency levels per capacity mile, outlined in the Energy Efficiency DesignIndex, will apply to new ships. These requirements could cause us to incur additional compliance costs. In April 2015, aregulation was adopted requiring that large ships (over 5,000 gross tons) calling at European ports from January 2018 collectand publish data on carbon dioxide omissions. Draft amendments, which included guidelines on this data collection system,were approved by the 69th session of the MEPC in April 2016, and adopted at MEPC 70. This is expected to be an early stepin the analysis of such data for international shipping by MEPC to aid in deciding future steps concerning greenhouse gasemissions and energy efficiency. A roadmap for a “comprehensive IMO strategy on a reduction of greenhouse gas emissionsfrom ships” was also approved at MEPC 70.The MEPC is also considering the implementation of market-based mechanisms to reduce greenhouse gas emissionsfrom ships. For 2020, the European Union made a unilateral commitment to reduce overall greenhouse gas emissions from itsmember states by 20% of 1990 levels. The European Union also committed to reduce its emissions by 20% under the KyotoProtocol’s second period, from 2013 to 2020. In December 2013, the European Union environmental ministers discusseddraft rules to implement monitoring and reporting of carbon dioxide emissions from ships. In the United States, the EPA hasissued a finding that greenhouse gases endanger public health and safety and has adopted regulations to limit greenhousegas emissions from certain mobile sources and large stationary sources. The EPA enforces both the CAA and theinternational standards found in Annex VI of MARPOL concerning marine diesel engines, their emissions, and the sulfurcontent in marine fuel. Although the mobile source emissions regulations do not18 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsapply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent yearsreceived petitions from the California Attorney General and various environmental groups seeking such regulation. Anypassage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countrieswhere we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions ofgreenhouse gases could require us to make significant financial expenditures, including capital expenditures to upgrade ourvessels, which we cannot predict with certainty at this time. International Labour Organization The International Labour Organization, or “ILO,” is a specialized agency of the UN with headquarters in Geneva,Switzerland. The ILO has adopted the Maritime Labour Convention 2006, or “MLC 2006.” A Maritime Labor Certificate anda Declaration of Maritime Labour Compliance will be required to ensure compliance with the MLC 2006 for all ships above500 gross tons in international trade. On August 20, 2013, MLC 2006 entered into force. Amendments to MLC 2006 wereadopted in 2014 and 2016. The MLC 2006 requires us to develop new procedures to ensure full compliance with itsrequirements. Ship Safety Vessel Security Regulations. Since the terrorist attacks of September 11, 2001 in the United States, there have beena variety of initiatives intended to enhance vessel security, such as the Maritime Transportation Security Act of 2002, or“MTSA.” To implement certain portions of the MTSA, in July 2003 the USCG, issued regulations requiring theimplementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the UnitedStates. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specificallywith maritime security. The new Chapter XI-2 became effective in July 2004 and imposes various detailed securityobligations on vessels and port authorities, and mandates compliance with the International Ship and Port Facilities SecurityCode, or the “ISPS Code.” The ISPS Code is designed to enhance the security of ports and ships against terrorism. To tradeinternationally, a vessel must attain an International Ship Security Certificate, or “ISSC,” from a recognized securityorganization approved by the vessel’s flag state. The following are among the various requirements, some which are found inSOLAS: ·on board installation of automatic identification systems to provide a means for the automatic transmission ofsafety related information from among similarly equipped ships and shore stations, including information on aship’s identity, position, course, speed and navigational status; ·on board installation of ship security alert systems, which do not sound on the vessel but only alert theauthorities on shore; ·the development of vessel security plans; ·ship identification number to be permanently marked on a vessel’s hull; ·a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the statewhose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’sidentification number, the port at which the ship is registered and the name of the registered owner(s) and theirregistered address; and ·compliance with flag state security certification requirements. A ship operating without a valid certificate may be detained at port until it obtains an ISSC, or may be expelled fromport or refused entry at port. 19 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFurthermore, additional security measures could be required in the future which could have a significant financialimpact on us. The USCG regulations, intended to align with international maritime security standards, exempt non‑U.S.vessels from MTSA vessel security measures provided such vessels have on board a valid ISSC that attests to the vessel’scompliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measuresaddressed by the MTSA, SOLAS and the ISPS Code. Safety Management System Requirements. In addition to SOLAS, the IMO also adopted the InternationalConvention on Load Lines, or the “LL Convention.” SOLAS and the LL Convention impose a variety of standards thatregulate the design and operational features of ships. The IMO periodically revises SOLAS and LL Convention standards.May 2012 SOLAS amendments entered into force as of January 1, 2014. The Convention on Limitation of Liability forMaritime Claims, or “LLMC,” was recently amended and went into effect on June 8, 2015. The amendments alter the limitsof liability for loss of life or personal injury claims and property claims against ship owners. We believe that all our vesselswill be in substantial compliance with SOLAS and LL Convention standards. The operation of our ships is also affected by the requirements set forth in Chapter IX of SOLAS, which sets forth theISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “SafetyManagement System” that includes, among other things, the adoption of a safety and environmental protection policysetting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We relyupon the safety management systems that we and our technical managers have developed for compliance with the ISM Code.The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability,may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in,certain ports. The ISM Code requires that vessel operators obtain a safety management certificate, or “SMC,” for each vessel theyoperate. This certificate evidences compliance by a vessel’s operators with the ISM Code requirements for a safetymanagement system, or “SMS.” No vessel can obtain a SMC under the ISM Code unless its manager has been awarded adocument of compliance, or “DOC,” issued in most instances by the vessel’s flag state. We believe that we have all materialrequisite documents of compliance for our offices and safety management certificates for all of our operating vessels forwhich such certificates are required by the IMO. We renew these documents of compliance and safety managementcertificates as required. Inspection by Classification Societies. Every oceangoing vessel must be evaluated, surveyed and approved by aclassification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been builtand maintained in accordance with the rules of the classification society and complies with applicable rules and regulationsof the vessel’s country of registry and the international conventions of which that country is a member. In addition, wheresurveys are required by international conventions and corresponding laws and ordinances of a flag state, the classificationsociety will undertake them on application or by official order, acting on behalf of the authorities concerned. The classification society also undertakes on request other surveys and checks that are required by regulations andrequirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulationsof the country concerned. For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including theelectrical plant, and any special equipment classes are required to be performed as follows: ·Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery, includingthe electrical plant, and where applicable for special equipment classed, within three months before or after eachanniversary date of the date of commencement of the class period indicated in the certificate. ·Intermediate Surveys: In addition to annual surveys, intermediate surveys typically are conducted two and onehalf years after commissioning and each class renewal. Intermediate surveys are to be carried out at or betweenthe occasion of the second or third annual survey. 20 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents·Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship’s hull,machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated bythe character of classification for the hull. At the special survey, the vessel is thoroughly examined, includingaudio gauging to determine the thickness of the steel structures. Should the thickness be found to be less thanclass requirements, the classification society would prescribe steel renewals. The classification society maygrant a one year grace period for completion of the special survey. Substantial amounts of money may have tobe spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu ofthe special survey every four or five years, depending on whether a grace period was granted, a vessel owner hasthe option of arranging with the classification society for the vessel’s hull or machinery to be on a continuoussurvey cycle, in which every part of the vessel would be surveyed within a five year cycle. Upon a vesselowner’s request, the surveys required for class renewal may be split according to an agreed schedule to extendover the entire period of class. This process is referred to as continuous class renewal. All areas subject to survey as defined by the classification society are required to be surveyed at least once per classperiod, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys ofeach area must not exceed five years. Most vessels under 15 years old undergo an intermediate survey every 30 to 36 months for inspection of theunderwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a“recommendation” which must be rectified by the vessel owner within prescribed time limits. For vessels 15 years and older,a class renewal survey is performed every 30 months. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by aclassification society which is a member of the International Association of Classification Societies. All of our operatingvessels have been certified as being “in class” by a recognized classification society. All new and secondhand vessels that wepurchase must be certified prior to their delivery under our standard agreements. Oil Major Vetting Process Shipping in general and crude tankers in particular, have been, and will remain, heavily regulated. Manyinternational and national rules, regulations and other requirements—whether imposed by the classification societies,international statutes, national and local administrations or industry—must be complied with in order to enable a shippingcompany to operate and a vessel to trade. Traditionally there have been relatively few large players in the oil trading business and the industry iscontinuously consolidating. The so‑called “oil majors,” such as BP, Chevron, Conoco Phillips, Exxon, Petrobras, Shell,Sinopec, Statoil and Total, together with a few smaller companies, represent a significant percentage of the production,trading and, especially, shipping logistics (terminals) of crude and refined products worldwide. Concerns for theenvironment, health and safety have led the oil majors to develop and implement a strict due diligence process whenselecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessmentof both the vessel operator and the vessel. While many parameters are considered and evaluated prior to a commercial decision, the oil majors, through theirassociation, the Oil Companies International Marine Forum, or “OCIMF,” have developed and are implementing two basictools: (a) SIRE, the Ship Inspection Report Program, and (b) the Tanker Management & Self Assessment, or “TMSA”program. The former is a physical ship inspection protocol based upon a thorough vessel inspection questionnaire, andperformed by accredited OCIMF inspectors, resulting in a report being logged on SIRE, while the latter is a recent addition tothe risk assessment tools used by the oil majors. Based upon commercial needs, there are three levels of risk assessment used by the oil majors: (a) terminal use,which will clear a vessel to call at one of the oil major’s terminals; (b) voyage charter, which will clear the vessel for a singlevoyage; and (c) term charter, which will clear the vessel for use for an extended period of time. The depth, complexity anddifficulty of each of these levels of assessment vary. While for the terminal use and voyage charter21 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrelationships a ship inspection and the operator’s TMSA will be sufficient, a longer term charter relationship also requires athorough office assessment. In addition to the commercial interest on the part of the oil major, an excellent safety andenvironmental protection record is necessary to ensure an office assessment is undertaken. We believe that we benefit from our technical managers’ track record of successful audits by major international oilcompanies. See “—Operations and Ship Management—Technical Management” for more information about our technicalmanagers. SEASONALITY We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as aresult, in charter rates. Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of thecalendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months.Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could adversely impact charterrates.22 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGlossary The following are abbreviations and definitions of certain terms commonly used in the shipping industry and thisannual report. The terms are taken from the Marine Encyclopedic Dictionary (Ninth Edition) published by Lloyd’s ofLondon Press Ltd. and other sources, including information supplied by us. Aframax tanker. Tanker ranging in size from 80,000 DWT to 120,000 DWT. American Bureau of Shipping. American classification society. Annual survey. The inspection of a vessel pursuant to international conventions, by a classification societysurveyor, on behalf of the flag state, that takes place every year. Bareboat charter. Contract or hire of a vessel under which the shipowner is usually paid a fixed amount for acertain period of time during which the charterer is responsible for the complete operation and maintenance of the vessel,including crewing. Bunker Fuel. Fuel supplied to ships and aircraft in international transportation, irrespective of the flag of the carrier,consisting primarily of residual fuel oil for ships and distillate and jet fuel oils for aircraft. Charter. The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a dischargingport. A vessel is “chartered in” by an end user and “chartered out” by the provider of the vessel. Charterer. The individual or company hiring a vessel. Charterhire. A sum of money paid to the shipowner by a charterer under a charter for the use of a vessel. Classification society. A private, self‑regulatory organization which has as its purpose the supervision of vesselsduring their construction and afterward, in respect to their seaworthiness and upkeep, and the placing of vessels in grades or“classes” according to the society’s rules for each particular type of vessel. Daewoo. Daewoo Shipbuilding & Marine Engineering Co., Ltd. Demurrage. The delaying of a vessel caused by a voyage charterer’s failure to load, unload, etc. before the time ofscheduled departure. The term is also used to describe the payment owed by the voyage charterer for such delay. DNV GL. Norwegian classification society. Double‑hull. Hull construction design in which a vessel has an inner and outer side and bottom separated by voidspace, usually several feet in width. Double‑sided. Hull construction design in which a vessel has watertight protective spaces that do not carry any oiland which separate the sides of tanks that hold any oil within the cargo tank length from the outer skin of the vessel. Drydock. Large basin where all the fresh/sea water is pumped out to allow a vessel to dock in order to carry outcleaning and repairing of those parts of a vessel which are below the water line. DWT. Deadweight ton. A unit of a vessel’s capacity, for cargo, fuel oil, stores and crew, measured in metric tons of1,000 kilograms. A vessel’s DWT or total deadweight is the total weight the vessel can carry when loaded to a particular loadline. Gross ton. Unit of 100 cubic feet or 2.831 cubic meters. HAN. Hanjin Heavy Industries (Philippines).23 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Handymax tanker. Tanker ranging in size from 40,000 DWT to 60,000 DWT. HHI. Hyundai Heavy Industries Co., Ltd. HSHI. Hyundai Samho Heavy Industries Hull. Shell or body of a vessel. IMO. International Maritime Organization, a United Nations agency that sets international standards for shipping. Intermediate survey. The inspection of a vessel by a classification society surveyor which takes placeapproximately two and half years before and after each special survey. This survey is more rigorous than the annual surveyand is meant to ensure that the vessel meets the standards of the classification society. LWT. Lightweight tons. Net voyage revenues. Voyage revenues minus voyage expenses. Newbuilding. A new vessel under construction or just completed. Off hire. The period a vessel is unable to perform the services for which it is immediately required under its contract.Off hire periods include days spent on repairs, drydockings, special surveys and vessel upgrades. Off hire may be scheduledor unscheduled, depending on the circumstances. Panamax tanker. Tanker ranging in size from 60,000 DWT to 80,000 DWT. P&I Insurance. Third‑party indemnity insurance obtained through a mutual association, or P&I Club, formed byshipowners to provide protection from third‑party liability claims against large financial loss to one member by contributiontowards that loss by all members. Scrapping. The disposal of old vessel tonnage by way of sale as scrap metal. SIRE discharge reports. A hydrocarbon discharge ship inspection report carried out under the Ship InspectionReport Program (SIRE) of the Oil Companies International Marine Forum, a voluntary association of oil companies(including all the oil majors) having an interest in the shipment of crude oil and oil products and the operation of terminals. Sister ship. Ship built to same design and specifications as another. Special survey. The inspection of a vessel by a classification society surveyor that takes place every four to fiveyears. Spot market. The market for immediate chartering of a vessel, usually on voyage charters. Suezmax tanker. Tanker ranging in size from 120,000 DWT to 200,000 DWT. SWS. China’s Shanghai Waigaoqiao Shipbuilding. Tanker. Vessel designed for the carriage of liquid cargoes in bulk with cargo space consisting of many tanks.Tankers carry a variety of products including crude oil, refined products, liquid chemicals and liquid gas. Tankers load theircargo by gravity from the shore or by shore pumps and discharge using their own pumps. 24 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsTCE. Time charter equivalent. TCE is a measure of the average daily revenue performance of a vessel on a pervoyage basis determined by dividing net voyage revenue by total operating days for fleet. Time charter. Contract for hire of a vessel under which the shipowner is paid charterhire on a per day basis for acertain period of time. The shipowner is responsible for providing the crew and paying operating costs while the charterer isresponsible for paying the voyage expenses. VLCC. Acronym for Very Large Crude Carrier, or a tanker ranging in size from 200,000 DWT to 320,000 DWT. Voyage charter. A Charter under which a customer pays a transportation charge for the movement of a specificcargo between two or more specified ports. The shipowner pays all voyage expenses, and all vessel expenses, unless thevessel to which the Charter relates has been time chartered in. The customer is liable for demurrage, if incurred. ITEM 1A. RISK FACTORS We face a variety of risks that are substantial and inherent in our business, including market, financial, operational,legal and regulatory risks. Below, we have described certain important risks that could affect our business. These risks andother information included in this report should be carefully considered. If any of these risks occur, our business, financialcondition, operating results and cash flows could be materially adversely affected and the trading price of our common stockcould decline. RISK FACTORS RELATED TO OUR INDUSTRY Our revenues may be adversely affected if we and/or our pool managers do not successfully employ our vessels. We seek to employ our vessels with reputable and creditworthy customers to maximize fleet utilization and earningsupside through spot market related employment, pool agreements and time charters in a manner that maximizes long‑termcash flow, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates inthe future. As of March 10, 2017, all of our vessels are employed in the spot market (either directly or through spot marketfocused pools), given our expectation of near‑ to medium‑term increases in charter rates. See “Management’s Discussion andAnalysis of Financial Condition and Results of Operations—Related Party Transactions—Related Party Transactions ofNavig8 Crude Tankers, Inc.” for more information on these arrangements. In recent years, we have primarily deployed our vessels on spot market voyage charters (either directly or throughpools which operate primarily in the spot market). Although spot chartering is common in the crude and product tankerssectors, crude and product tankers charter hire rates are highly volatile and may fluctuate significantly based upon demandfor seaborne transportation of crude oil and petroleum products, as well as tanker supply. The successful operation of ourvessels in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, tothe extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market ishighly volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels.Furthermore, as charter rates for spot charters are fixed for a single voyage that may last up to three months, during periods inwhich spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.Additionally, even if our vessels are not otherwise employed during a period of rising rates, we may not obtain spot chartersduring such periods because of vessel position or because of competition. Although time charters generally provide stable revenues, they also limit the portion of our fleet available for spotmarket voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable. We earned approximately 97.7%, 93.3% and 97.2% of our net voyage revenue from spot charters (directly orthrough pool agreements) for the years ended December 31, 2016, 2015, and 2014, respectively. The spot charter market ishighly competitive, and spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide25 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentssupply of tankers available in the market for the transportation of oil and the worldwide demand for the transportation of oilby tanker. There is no assurance that future spot market voyage charters will be available at rates that will allow us to operateour vessels deployed in the spot market profitably or that we will successfully employ our vessels at available rates. The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel values which may adverselyaffect our earnings. We anticipate that future demand for our vessels, and in turn our future charter rates and profitability, will beaffected by the rate of economic growth in the world’s economy, demand for petroleum, and petroleum based products, aswell as seasonal and regional changes in demand and supply of tanker capacity. As of March 10, 2017 all of our vessels wereemployed in the spot market (either directly or through spot‑market focused pools). As a result, we currently have limitedcontractual committed future revenues and thus are largely subject to spot market rates, which are highly volatile. If thetanker industry, which has been highly cyclical and volatile, is depressed in the future when a vessel is employed in the spotmarket, when a charter expires, or at a time when we may want to sell a vessel, our earnings and available cash flow will beadversely affected. There is no assurance that we or our pool managers will be able to successfully charter our vessels in thefuture or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations,including payment of debt service to lenders. The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degreeof changes in industry conditions are unpredictable. The tanker markets have been volatile as a result of the many conditionsand factors that can affect the price, supply and demand for tanker capacity. The factors that influence demand for tanker capacity include: ·supply of and demand for petroleum and petroleum products; ·global, regional economic and political conditions, including developments in international trade andfluctuations in industrial and agricultural production; ·geographic changes in oil production, processing and consumption; ·oil price levels and volatility; ·actions by the Organization of the Petroleum Exporting Countries, or “OPEC”; ·inventory policies of the major oil and oil trading companies; ·strategic inventory policies of countries such as the United States and China; ·increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, orthe development of new, pipeline systems in markets we may serve or the conversion of existing non-oilpipelines to oil pipelines in those markets; ·changes in seaborne and other transportation patterns, including changes in the distances over which tankercargoes are transported by sea; ·environmental and other legal and regulatory developments; ·currency exchange rates; ·weather and acts of God and natural disasters, including hurricanes and typhoons; ·competition from alternative sources of energy and other modes of transportation; and26 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ·international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars. The factors that influence the supply of tanker capacity include: ·current and expected purchase orders for tankers; ·the number of tanker newbuilding deliveries; ·the scrapping rate of older tankers; ·conversion of tankers to other uses or conversion of other vessels to tankers; ·the price of steel and vessel equipment; ·technological advances in tanker design and capacity; ·tanker freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and layingup of tankers; ·the number of tankers that are out of service; ·changes in environmental and other regulations that may limit the useful lives of tankers; and ·port and canal congestion charges. An over‑supply of tanker capacity may lead to weakness or reductions in charter rates, vessel values, and profitability. The global supply of tankers generally increases with deliveries of new vessels and decreases with the scrapping ofolder vessels. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and lost, global tankercapacity will increase. We believe that the total newbuilding order books for VLCC, Suezmax, Aframax, Panamax andHandymax vessels scheduled to enter the fleet through 2017 currently are a substantial portion of the existing fleets, andcould negatively impact charter rates. There is no assurance that the order books will not increase further in proportion to theexisting fleets. If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly,charter rates and vessel values could experience prolonged weakness or a material decline. A reduction in charter rates andthe value of our vessels may have a material adverse effect on our business, financial condition, operating results, ability topay distributions or the trading price of our common shares. The international tanker industry has experienced volatility in charter rates and vessel values, and further declines inthe current market environment, or failure of the current market environment to recover sufficiently, may have anadverse effect on our earnings, impair our goodwill and the carrying value of our vessels and affect compliance with ourloan covenants. The Baltic Dirty Tanker Index, a U.S. dollar daily average of charter rates that takes into account input from brokersaround the world regarding crude oil fixtures for various routes and tanker vessel sizes and is issued by the London basedBaltic Exchange (an organization providing maritime market information for the trading and settlement of physical andderivative contracts), declined from a high of 2,347 in July 2008 to a low of 453 in mid-April 2009, which represents adecline of 80%. The index has since recovered to 919 as of December 23, 2016. The Baltic Clean Tanker Index fell from1,509 points as of June 19, 2008, to 345 points as of April 15, 2009. The index rose to 678 as of December 23, 2016. Thedramatic decline in these indexes and charter rates in late 2008 and 2009 was due to various factors, including the significantfall in demand for crude oil and petroleum products, the consequent rising inventories27 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsof crude oil and petroleum products in the United States and in other industrialized nations, and increases in vessel supply.Tanker freight rates improved due to seasonal conditions at the end of the fourth quarter of 2016 with high OPEC and non-OPEC production levels. However, there is no assurance that the crude oil charter market will maintain these levels due topotential lower production levels, and the market could decline. Continued weakness in charter rates and vessel values, or a further decline in the current market or a failure of themarket to recover sufficiently, could have a material adverse effect on our business, financial condition and results ofoperations. If the charter rates in the tanker market decline from their current levels, our future earnings may be adverselyaffected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to complywith the financial covenants in our debt instruments. Additionally, a downturn in the tanker market, or a decline in the fairvalue of our tanker vessels, could adversely impact our future earnings, since we may be required to record impairmentadjustments to our goodwill. We evaluate our goodwill for impairment in the fourth quarter of our fiscal year, unless there areindicators that would require a more frequent evaluation. We evaluated our goodwill for impairment in the fourth quarter of2014 and recorded goodwill impairment of approximately $2.1 million for the year ended December 31, 2014. In addition,we evaluated our goodwill for impairment in the third quarter of 2016, as a result of the continued decline in the fair value ofour fleet independent valuations. As a result of the goodwill impairment test performed, it was determined that the carryingvalue for each reporting unit was higher than its fair value, which resulted in a goodwill impairment at September 30, 2016 of$23.3 million. Additionally, during the third quarter of 2016, we recorded a $3.0 million goodwill write-off associated withthe sale of the Genmar Victory and Genmar Vision, which were sold in August 2016. See Note 3, GOODWILL, to theconsolidated financial statements in Item 8 for more information on this impairment to goodwill. It was determined that therewas no goodwill impairment during the year ended December 31, 2015. The market for crude oil and refined petroleum product transportation services is highly competitive and we may not beable to effectively compete. Our vessels are employed in a highly competitive market. Our competitors include the owners of other VLCC,Suezmax, Aframax and Panamax vessels and, to a lesser degree, owners of other size tankers. Both groups includeindependent oil tanker companies as well as oil companies. We may not be able to compete profitably as we expand our business into new geographic regions or provide newservices. New markets may require different skills, knowledge or strategies than we use in our current markets, and thecompetitors in those new markets may have greater financial strength and capital resources than we do. The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses whenwe sell vessels following a decline in their market value. The fair market value of our vessels has fluctuated over time. It is possible that the fair market value of our vesselsmay decrease depending on a number of factors including: ·prevailing charter rates; ·general economic and market conditions affecting the shipping industry; ·competition from other shipping companies; ·supply and demand for tankers and the types and sizes of tankers we own; ·alternative modes of transportation; ·ages of vessels; ·cost of newbuildings; 28 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents·governmental or other regulations; and ·technological advances. Declines in charter rates and other market deterioration could cause the market value of our vessels to decreasesignificantly or result in an impairment of our vessels’ carrying amounts. We evaluate the carrying amounts of our vessels to determine if events have occurred that would require animpairment of their carrying amounts. The recoverable amount of vessels is reviewed when events and changes incircumstances indicate that the carrying amount of the assets might not be recovered. The review for potential impairmentindicators and projection of future cash flows related to the vessels is complex and requires us to make various estimatesincluding future freight rates, fleet utilization, future operating costs and earnings from the vessels. Some of these items havebeen historically volatile. If the recoverable amount, on an undiscounted basis, is less than the carrying amount of the vessel, the vessel isdeemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time becausethe new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Anyimpairment charges incurred as a result of further declines in charter rates could negatively affect our financial condition andoperating results. Due to the cyclical nature of the tanker market, the market value of one or more of our vessels may at various timesbe lower than their book value, and sales of those vessels during those times would result in losses. If we determine at anytime that a vessel’s future useful life and earnings require us to impair its value on our financial statements, that would resultin a charge against our earnings and the reduction of our shareholders’ equity. If for any reason we sell vessels at a time whenvessel prices have fallen, the sale may be at less than the vessel’s carrying amount on our financial statements, with the resultthat we would also incur a loss and a reduction in earnings. Declining tanker values could limit our ability to finance our oneremaining VLCC newbuilding using the Korean Export Credit Facility, the borrowings under which depend on the fairmarket value of such newbuilding around the time of delivery, or any alternative sources of financing and could affect ourability to raise cash by limiting our ability to refinance indebtedness and thereby adversely impact our liquidity. In addition,declining vessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, whichcould give rise to an event of default under our debt instruments. Global financial markets and economic conditions may adversely impact our ability to obtain additional financing onacceptable terms and otherwise negatively impact our business. Global financial markets and economic conditions have been, and continue to be, volatile. In recent years,businesses in the global economy have faced tightening credit, weakening demand for goods and services, deterioratinginternational liquidity conditions, volatile interest rates, and declining markets. There has been a general decline in thewillingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to thehistorically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit tofinance and expand operations, it has been negatively affected by this decline. Concerns about the stability of financial markets generally and the solvency of counterparties specifically mayincrease the cost of obtaining money from the credit markets if lenders increase interest rates, tighten lending standards,refuse to refinance existing debt on favorable terms or at all and reduce or cease to provide funding to borrowers. As a result,additional financing may not be available if needed and to the extent required, on acceptable terms. If additional financing isnot available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as theycome due or we may be unable to execute our business plan, complete additional vessel acquisitions, or otherwise takeadvantage of potential business opportunities as they arise. 29 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIf economic conditions throughout the world do not continue to improve, it will impede our operations. The global economy continues to face a number of challenges, including uncertainty related to the possibleadditional increases in interest rates set by the U.S. Federal Reserve and declining global growth rates, particularly in theU.S., China and emerging markets. These challenges also include continuing turmoil and hostilities in the Middle East,North Africa and other geographic areas and countries and continuing economic weakness in the European Union. There hashistorically been a strong link between the development of the world economy and demand for energy, including oil andrefined products. An extended period of deterioration in the outlook for the world economy could reduce the overall demandfor oil and refined products and for our services. Such changes could adversely affect our results of operations and cash flows. We face risks attendant to changes in economic environments, changes in interest rates and instability in thebanking and securities markets around the world, among other factors. We cannot predict how long the current marketconditions will last. However, these recent and developing economic and governmental factors, together with the concurrentdecline in charter rates and vessel values, may have a material adverse effect on our results of operations and may cause theprice of our common shares to decline. The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect onour revenue, profitability and financial position. Several European Union, or “EU,” countries, including Greece, Ireland, Italy, Spain, and Portugal, continue to facebudget issues, some of which may have negative long-term effects for the economies of those countries and other EUcountries. In July and August 2015, Greece reached agreements with its creditors for bailouts that provide aid in exchange forcertain austerity measures. These and similar austerity measures may adversely affect world economic conditions and have anadverse impact on our business and that of our portfolio companies. In addition, the referendum by British voters to exit theEU, or “Brexit,” in June 2016 has led to further disruption and instability in the global markets. There is also continuedconcern about national-level support for the euro and the accompanying coordination of fiscal and wage policy amongEuropean Economic and Monetary Union member countries. An extended period of adverse development in the outlook forEuropean countries could reduce the overall demand for oil and consequently for our services. These potentialdevelopments, or market perceptions concerning these and related issues, could adversely affect our financial position,results of operations and cash flow. An economic slowdown or changes in the economic and political environment in the Asia Pacific region, in particularChina, could have a material adverse effect on our business, financial position and results of operations. A significant number of the port calls made by our vessels involve the transportation of crude oil and petroleumproducts to ports in the Asia Pacific region. As a result, an economic slowdown in the region, and particularly in China, couldhave an adverse effect on our business, results of operations, cash flows and financial condition. In particular, in recent years,China has been one of the world’s fastest growing economies in terms of gross domestic product, or “GDP,” which had asignificant impact on shipping demand. The growth rate of China’s GDP is estimated by government officials to average6.7% for the year ended December 31, 2016, as compared to approximately 6.9% for the year ended December 31, 2015 and7.3% for the year ended December 31, 2014. If the Chinese government does not continue to pursue a policy of economicgrowth and urbanization, or if the Chinese economy experiences periods of slower growth, or if there are changes in thepolitical, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws,regulations or restrictions on importing commodities into the country, the level of imports of crude oil or petroleum productsto China could be adversely affected. Notwithstanding economic reform, the Chinese government may adopt policies thatfavor domestic tanker companies and may hinder our ability to compete with them effectively. Moreover, a significant orprotracted slowdown in the economies of the United States, the European Union or various Asian countries may adverselyaffect economic growth in China and elsewhere. Our business, results of operations, cash flows and financial condition couldbe materially and adversely affected by an economic downturn in any of these countries. 30 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAny decrease or weakness in shipments of crude oil may adversely affect our financial performance. The demand for our vessels and services in transporting oil derives from demand around the world for oil primarilyfrom Arabian Gulf, West African, North Sea and Caribbean countries, which, in turn, primarily depends on the economies ofthe world’s industrial countries and competition from alternative energy sources. A wide range of economic, social and otherfactors can significantly affect the strength of the world’s industrial economies and their demand for crude oil from thementioned geographical areas. Any decrease or weakness in shipments of crude oil from the above‑mentioned geographical areas could have amaterial adverse effect on our financial performance. Among the factors that could lead to such a decrease or weakness are: ·increased crude oil production from other areas, including the exploitation of shale reserves in the United Statesand the growth in its domestic oil production and exportation, and the opening of the Iranian oil markets toexports; ·increased refining capacity in the Arabian Gulf or West Africa; ·increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa; ·a decision by Arabian Gulf or West African oil producing nations to increase their crude oil prices or to furtherdecrease or limit their crude oil production; ·armed conflict in the Arabian Gulf and West Africa and political or other factors; ·trade embargoes or other economic sanctions by the United States and other countries against countries such asIran, Russia, Sudan and Syria; and ·the development and the relative costs of nuclear power, natural gas, coal and other alternative sources ofenergy. In addition, a slowdown in the United States or other world economies may result in reduced consumption of oilproducts and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on ourearnings. Increasing self‑sufficiency in energy by the United States could lead to a decrease or prolonged weakness in imports ofoil to that country, which to date has been one of the largest importers of oil worldwide. The United States, Russia and Saudi Arabia, are currently the top three oil producing countries in the world,according to an annual long‑term report by the International Energy Agency, or “IEA.” The rise in shale oil and gasproduction, despite the recent slowdown in production, is expected to push the United States toward self‑sufficiency inenergy. According to the IEA report, a continued fall in U.S. oil imports is expected with North America becoming a net oilexporter by around 2030. In recent years, the share of total U.S. consumption met by total liquid fuel net imports, includingboth crude oil and products, has been decreasing since peaking at over 60% in 2005 and fell to around 25% in 2016 as aresult of lower consumption and the substantial increase in domestic crude oil production. A prolonged weakness or a furtherslowdown in oil imports to the United States, one of the most important oil trading nations worldwide, may result indecreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, resultsof operations, cash flows and financial condition. 31 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe employment of our vessels could be adversely affected by an inability to clear the oil majors’ risk assessmentprocess, and we could be in breach of our charter agreements with respect to the applicable vessels. The shipping industry, and especially the shipment of crude oil and refined petroleum products (clean and dirty),has been, and will remain, heavily regulated. The so‑called “oil majors” companies, such as BP, Chevron, ConocoPhillips,Exxon, Petrobras, Shell, Sinopec, Statoil and Total, together with a number of commodities traders, represent a significantpercentage of the production, trading and shipping logistics (terminals) of crude oil and refined products worldwide.Concerns for the environment have led the oil majors to develop and implement a strict ongoing due diligence process whenselecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessmentof both the vessel operator and the vessel, including physical ship inspections, completion of vessel inspectionquestionnaires performed by accredited inspectors and the production of comprehensive risk assessment reports. In the caseof time charter relationships, additional factors are considered when awarding such contracts, including: ·office assessments and audits of the vessel operator and manager; ·the operator’s and manager’s environmental, health and safety record; ·compliance with the standards of the International Maritime Organization, or the “IMO,” a United Nationsagency that issues international trade standards for shipping; ·compliance with heightened industry standards that have been set by several oil companies; ·shipping industry relationships, reputation for customer service, technical and operating expertise; ·shipping experience and quality of ship operations, including cost effectiveness; ·quality, experience and technical capability of crews; ·willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter forforce majeure events; and ·competitiveness of the bid in terms of overall price. Under the terms of our charter agreements, our charterers require that our vessels and the relevant technical managerare vetted and approved to transport oil products by multiple oil majors. Our failure to maintain any of our vessels to thestandards required by the oil majors could put us in breach of the applicable charter agreement and lead to termination ofsuch agreement, and could give rise to impairment in the value of our vessels. Should we not be able to successfully clear the oil majors’ risk assessment processes on an ongoing basis, the futureemployment of our vessels, as well as our ability to obtain charters, whether medium‑ or long‑term, and to charter our vesselsinto pools, could be adversely affected. Such a situation may lead to the oil majors’ terminating existing charters andrefusing to use our vessels in the future, which would adversely affect our results of operations and cash flows. Acts of piracy could adversely affect our business. Acts of piracy have historically affected ocean‑going vessels trading in regions of the world such as the South ChinaSea, the Strait of Malacca, the Indian Ocean, the Arabian Sea, the Red Sea, off the coast of West Africa and in the Gulf ofAden off the coast of Somalia. Sea piracy incidents continue to occur, particularly in the South China Sea, the Strait ofMalacca, off the coast of West Africa and off the coast of Somalia, with drybulk vessels and tankers particularly vulnerable tosuch attacks. If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as“war risk” zones, or Joint War Committee “war and strikes” listed areas, premiums payable for related insurance coveragecould increase significantly and such insurance coverage may be more difficult to obtain. In addition,32 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscrew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in suchcircumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverseeffect on our business. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase incost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results ofoperations, cash flows and financial condition. In response to piracy incidents in recent years, we have in the past stationed, and may in the future station, guards onsome of our vessels in certain instances. While the use of guards is intended to deter and prevent the hijacking of our vessels,it may also increase our risk of liability for death or injury to persons or damage to personal property. While we believe thatwe generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our business,results of operations, cash flows, and financial condition. Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruptionof our business. We conduct most of our operations outside of the United States, and our business, results of operations, cash flowsand financial condition may be adversely affected by the effects of political instability, terrorist or other attacks, war orinternational hostilities. Continuing conflicts and recent developments in the Middle East and North Africa, including inIraq, Syria, Afghanistan, Pakistan and Yemen, and the presence of the United States and other armed forces in Afghanistanmay lead to additional acts of terrorism and armed conflict around the world and to civil disturbance in the United States orelsewhere, which may increase the likelihood of our vessels being attacked and may contribute to further world economicinstability and uncertainty in global financial and commercial markets. As a result of the above, insurers have increasedpremiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could resultin increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertaintiescould also adversely affect our business, operating results, financial condition, ability to raise capital and future growth. Inaddition, future hostilities or other political instability in regions where our vessels trade could affect our trade patterns andadversely affect our operations and performance. Hostilities in or closure of major waterways in, for example, the MiddleEast, Ukraine or Black Sea region could adversely affect the availability of and demand for crude oil and petroleum products.In addition, sanctions against oil exporting countries such as Iran, Russia, Sudan and Syria may also impact the availabilityof crude oil and petroleum products and which would increase the availability of applicable vessels thereby impactingnegatively charter rates. In addition, oil facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terroristattacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage,increased vessel operational costs, including insurance costs, and the inability to transport oil and other refined products toor from certain locations. Terrorist attacks, war or other events beyond our control that adversely affect the distribution,production or transportation of oil and other refined products to be shipped by us could entitle our customers to terminateour charter contracts, which would harm our cash flow and business. Sanctions by the United States, Canada, European Union and other governments against certain companies andindividuals in Russia and Ukraine and possible counter sanctions by the Russian government may hinder our ability toconduct business with potential or existing customers in these countries and may otherwise have an adverse effect on us. Since 2014, the United States, Canada, the European Union and other countries have enforced sanctions againstcertain prominent Russian and Ukrainian officials, businessmen, Russian private banks, and certain Russian companies inresponse to the situation in Ukraine and Crimea. In response, the Russian government has implemented sanctions to counterthe sanctions implemented by the United States, Canada, the European Union and other sanctions. While we believe thatthese sanctions currently do not preclude us from conducting business with our current Russian customers, the sanctionsimposed by the United States, Canada or the European Union and other governments may be expanded in the future torestrict us from engaging with certain of our Russian customers. 33 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAlthough customers representing less than 3.0%, 4.5% and 2.0% of our 2016, 2015 and 2014, respectively, ofNavig8 pools’ revenues (based on information provided by Navig8 Group’s tanker pools) have their primary operations inRussia, we or our counterparties could be affected by such sanctions, which could adversely affect our business. If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments,that could adversely affect our reputation and the market for our common shares. All of our charters with customers and pools in which we participate contain restrictions prohibiting our vessels fromentering any countries or conducting any trade prohibited by the United States. However, there is no assurance that, on suchcharterers’ instructions, our vessels will not call on ports located in countries subject to sanctions or embargoes imposed bythe U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Iran, Sudan andSyria. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, andintend to maintain such compliance, there is no assurance that we will be in compliance in the future, particularly as thescope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in finesor other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, inus. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do businesswith companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions andembargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turnnegatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by theconsequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries. Public health threats could have an adverse effect on our operations and our financial results. Public health threats and other highly communicable diseases, outbreaks of which have already occurred in variousparts of the world near where we operate, could adversely impact our operations, the operations of our customers and theglobal economy, including the worldwide demand for crude oil and the level of demand for our services. Any quarantine ofpersonnel, restrictions on travel to or from countries in which we operate, or inability to access certain areas could adverselyaffect the operations of our vessels by preventing our vessels from calling on ports or discharging cargo in the affected areasor in other locations after having visited the affected areas. Travel restrictions, operational problems or large‑scale socialunrest in any part of the world in which we operate, or any reduction in the demand for tanker services caused by publichealth threats in the future, may impact operations and adversely affect our financial results. We are subject to requirements under environmental and operational safety laws, regulations and conventions thatcould require significant expenditures, affect our cash flows and net income and could subject us to significant liability. The shipping industry in general, and our business and the operation of our vessels in particular, are affected by avariety of governmental requirements in the form of numerous international conventions and national, state and local lawsand regulations in force in the jurisdictions in which such vessels operate, as well as in the country or countries in which suchvessels are registered. These requirements govern, among other things, discharges to air and water, the prevention andcleanup of spills and contamination, the storage and disposal of hazardous substances and wastes, the management of ballastwater and invasive species and health and safety matters. They include, but are not limited to: ·the U.S. Clean Air Act; ·the U.S. Clean Water Act; ·the U.S. Oil Pollution Act of 1990, or “OPA,” which imposes strict liability for the discharge of oil into the 200mile United States exclusive economic zone, the obligation to obtain certificates of financial responsibility forvessels trading in United States waters and the requirement that newly constructed tankers that trade in UnitedStates waters be constructed with double hulls; 34 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents·the International Convention on Civil Liability for Oil Pollution Damage of 1969, or the “CLC,” entered intoby many countries (other than the United States) which, subject to certain exceptions, imposes strict liability forpollution damage caused by the discharge of oil; ·the International Convention for the Prevention of Pollution from Ships, or “MARPOL,” adopted andimplemented under the auspices of the International Maritime Organization, or “IMO,” with respect to stricttechnical and operational requirements for tankers; ·the IMO International Convention for the Safety of Life at Sea of 1974, or “SOLAS,” which imposes crew andpassenger safety requirements and requires the shipowner or any party with operational control of a vessel todevelop an extensive safety management system; ·the International Ship and Port Facilities Securities Code, or the “ISPS Code,” which became effective in 2004; ·the International Convention on Load Lines of 1966 which imposes requirements relating to the safeguardingof life and property through limitations on load capability for vessels on international voyages; and ·the U.S. Maritime Transportation Security Act of 2002 which imposes security requirements for tankers enteringU.S. ports. These requirements can affect the resale value or useful lives of our vessels, require reductions in cargo capacity,ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage or increasedpolicy costs for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention incertain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incurmaterial liabilities, including cleanup obligations and natural resource damages, in the event that there is a release ofpetroleum or other hazardous substances from our vessels or otherwise in connection with our operations. Violations of orliabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including, incertain instances, seizure or detention of our vessels, and third‑party claims for personal injury or property damage. More stringent maritime safety rules have been imposed in the European Union. Furthermore, the 2010 explosion ofthe Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or similar events in the future, may result infurther regulation of the tanker industry, and modifications to statutory liability schemes, and related increases in compliancecosts, all of which could limit our ability to do business or increase the cost of our doing business and that could have amaterial adverse effect on our operations. Further legislation, or amendments to existing legislation, applicable tointernational and national maritime trade is expected over the coming years in areas such as ship recycling, sewage systems,emission control (including emissions of greenhouse gases) and ballast treatment and handling. Existing and futurelegislation or regulations may require significant additional capital expenditures or operating expenses (such as increasedcosts for low‑sulfur fuel) in order for us to maintain our vessels’ compliance with international and/or national regulations.For example, legislation and regulations that require more stringent controls of air emissions from ocean‑going vessels arepending or have been approved at the federal and state level in the United States. In addition, various jurisdictions, includingthe IMO and the United States, have proposed or implemented requirements governing the management of ballast water toprevent the introduction of non‑indigenous invasive species having adverse ecological impacts. We also are required byvarious governmental and quasi‑governmental agencies to obtain certain permits, licenses and certificates with respect to ouroperations. Although we believe our vessels are maintained in good condition in substantial compliance with presentregulatory requirements relating to safety and environmental matters and are insured against usual risks for such amounts asour management deems appropriate, government regulation of tankers, particularly in the areas of safety and environmentalimpact, may change in the future and require us to incur significant capital expenditures with respect to our ships to keepthem in compliance. On October 27, 2016, the International Maritime Organization’s Marine Environment Protection Committeeannounced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from35 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will nowhave to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with low sulfur content.Scrubbers can cost $3.0 million to $5.0 million to install on existing ships. If a vessel is not retrofitted with a scrubber orother emission abatement technology, it will need to use low sulfur fuel (0.5 %), which is more expensive that standardmarine fuel. This increased demand for low sulfur fuel may result in an increase in prices for such fuel. Our international operations expose us to additional costs and legal and regulatory risks, which could have a materialadverse effect on our business, results of operations and financial conditions. We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex foreignand U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerousand sometimes conflicting laws and regulations include, among others, labor relations laws, tax laws, anti-competitionregulations, import and trade restrictions, data privacy requirements, export requirements, and anti-bribery laws. Given the high level of complexity of these laws, there is a risk that we may inadvertently breach some provisions.Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees,requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation ofcompliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could resultin prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability toattract and retain employees, or our business, results of operations and financial condition. Compliance with safety and other vessel requirements imposed by classification societies may be very costly and mayadversely affect our business. The hull and machinery of every commercial tanker must be classed by a classification society authorized by itscountry of registry. The classification society certifies that a tanker is safe and seaworthy in accordance with the applicablerules and regulations of the country of registry of the tanker and the international conventions of which that country is amember. All of our operating vessels are certified as being “in‑class” by DNV GL or the American Bureau of Shipping. Theseclassification societies are members of the International Association of Classification Societies. A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, avessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over afive‑year period. Our vessels are on special survey cycles for hull inspection and on special survey or continuous surveycycles for machinery inspection. Every vessel is also required to be drydocked every two to five years for inspection of theunderwater parts of such vessel. If a vessel in our fleet does not maintain its class and/or fails any annual survey, intermediate survey or specialsurvey, it will be unemployable and unable to trade between ports. This would negatively impact our results of operations. Climate change and greenhouse gas restrictions may adversely impact our operations and markets. Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoptionof, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures include, among others, adoption ofcap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy.Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related tooperating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes relatedto our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation andstrategic growth opportunities may also be adversely affected. Climate change may reduce the demand for oil or increasedregulation of greenhouse gases may create greater incentives for use of alternative energy sources. Any long‑term materialadverse effect on the oil industry could have a significant financial and operational adverse impact on our business thatcannot be predicted with certainty at this time.36 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels,with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside orattached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmentalor other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financialcondition and ability to pay dividends. Our vessels may be requisitioned by governments without adequate compensation. A government could requisition for title or seize our vessels. In the case of a requisition for title, a government takescontrol of a vessel and becomes its owner. Also, a government could requisition our vessels for hire. Under requisition forhire, a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally,requisitions occur during a period of war or emergency. Although we, as owner, would be entitled to compensation in theevent of a requisition, the amount and timing of payment would be uncertain. Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off hire period. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to amaritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder mayenforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of one ormore of our vessels could result in a significant loss of earnings for the related off‑hire period. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest both the vesselwhich is subject to the claimant’s maritime lien, as well as any “associated” vessel, which is any vessel owned or controlledby the same owner. In countries with “sister ship” liability laws, claims might be asserted against us, any of our subsidiariesor our vessels for liabilities of other vessels that we own or which are bareboat chartered. RISK FACTORS RELATED TO OUR COMPANY Failure of counterparties, including charterers, pool managers or technical managers, to meet their obligations to uscould have a material adverse effect on our business, financial condition, results of operations and cash flows. We have in the past entered into, and expect in the future to enter into, among other things, memoranda ofagreement, pooling arrangements, charter agreements, ship management agreements and debt instruments with third partieswith respect to the purchase and operation of our fleet. Such agreements subject us to counterparty risks. Although we mayhave rights against any counterparty if it defaults on its obligations, our shareholders will share that recourse only indirectlyto the extent that we recover funds. In particular, we face credit risk with our charterers. Additionally, in the case of pooling arrangements, in addition to bearing charterer credit risk indirectly, we facecredit risk with our pool managers. Not all charterers or pool managers will necessarily provide detailed financial informationregarding their operations. As a result, charterer risk and pool manager risk is largely assessed on the basis of our charterers’or pool managers’ reputation in the market, and even on that basis, there is no assurance that they can or will fulfill theirobligations under the contracts we may enter into with them. Furthermore, charterers and pool managers are sensitive to andmay be impacted by market forces. In addition, in depressed market conditions, there have been reports of charterersrenegotiating their charters or defaulting on their obligations under charters. There is no assurance that they can or will fulfilltheir obligations under the contracts we may enter into with them. Our charterers may fail to pay charterhire or attempt torenegotiate charter rates. Pool managers may also fail to fulfill their obligations to pool participants. Should a charterer orpool manager fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment forour vessels, and any new charter arrangements we secure on the spot market, on time charters or in alternative poolingarrangements may be at lower rates or on less favorable terms, depending on the then existing charter rate levels, compared tothe rates currently being charged for our vessels, and37 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsother market conditions. In addition, if the charterer or pool manager of a vessel in our fleet that is used as collateral underour senior secured credit facilities or other debt instruments defaults on its obligations to us, such default may constitute anevent of default under our senior secured credit facilities or the relevant debt instruments, which may allow the lender toexercise remedies under our senior secured credit facilities, or the relevant debt instruments. If our charterers or poolmanagers fail to meet their obligations to us or attempt to renegotiate our agreements with them, we could sustain significantlosses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, inthe future, and compliance with covenants in our debt instruments. The ability of each of the counterparties to perform its obligations under a contract with us or contracts entered intoon our behalf will depend on a number of factors that are beyond our control and may include, among other things, generaleconomic conditions, the condition of the shipping sector, the overall financial condition of the counterparty, charter ratesreceived for tanker vessels and the supply and demand for oil transportation services. Should a counterparty fail to honor itsobligations under any such contracts, we could sustain significant losses which could have a material adverse effect on ourbusiness, financial condition, results of operations, and cash flows. We depend to a significant degree upon third‑party managers to provide the technical management of our fleet. Anyfailure of these technical managers to perform their obligations to us could adversely affect our business. We have contracted the day‑to‑day technical management of our fleet (including the vessels deployed in pools),including crewing, maintenance and repair services, to third‑party technical management companies. See “Business—Operations and Ship Management” for more information. The failure of these technical managers to perform theirobligations could materially and adversely affect our business, results of operations, cash flows, and financial condition.Further, these third‑party technical management companies would be considered our agents and we would have to indemnifythem in certain situations which could increase our potential liabilities. If labor interruptions arise and are not resolved in a timely manner, they could have a material adverse effect on ourbusiness, results of operations, cash flows, financial condition and available cash. We contract with independent technical managers to manage and operate our vessels, including the crewing of thosevessels. If not resolved in a timely and cost‑effective manner, industrial action or other labor unrest could prevent or hinderour operations from being carried out as we expect and could have a material adverse effect on our business, results ofoperations, cash flows, financial condition and available cash. We may not be able to grow or to effectively manage our growth. A principal focus of our strategy has been to acquire or dispose of secondhand vessels, newbuilding contracts, orshipping companies with a focus on maximizing shareholder value and returning capital to shareholders when appropriate.Our future growth and profits will depend upon a number of factors, some of which we can control and some of which wecannot. These factors include our ability to: ·identify businesses engaged in managing, operating or owning vessels for acquisitions or joint ventures; ·identify vessels and/or shipping companies for acquisitions; ·integrate any acquired businesses or vessels successfully with our existing operations; ·hire, train and retain qualified personnel to manage and operate our growing business and fleet or engage a thirdparty technical manager to do the same; ·identify opportune times for the purchase or disposal of vessels; ·move quickly to execute vessel acquisitions or disposals at advantageous times in a timely manner; ·improve operating and financial systems and controls; and38 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ·obtain required financing for existing and new operations. Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitabledouble‑hull vessels. We may not be able to contract for newbuildings or locate suitable secondhand double‑hull vessels ornegotiate acceptable construction or purchase contracts with shipyards and owners, or obtain financing for such acquisitionson economically acceptable terms. This could impede our growth and negatively impact our financial condition. Our current financial and operating systems may not be adequate as we implement our plan to expand the size of ourfleet, and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to relyon outside technical managers to recruit suitable additional seafarers and shore‑based administrative and managementpersonnel. There is no assurance that our outside technical managers will be able to continue to hire suitable employees aswe expand our fleet. The failure to effectively identify, purchase, develop and integrate any vessels or businesses or to dispose of vesselsat opportune times could adversely affect our business, financial condition and results of operations. Our acquisition and growth strategy exposes us to certain risks. Our acquisition and growth strategy exposes us to risks that could adversely affect our business, financial conditionand operating results, including risks that we may: ·fail to realize anticipated benefits of acquisitions, such as new customer relationships, cost savings or increasedcash flow; ·not be able to obtain charters at favorable rates or at all; ·be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growingbusiness and fleet or engage a third party technical manager to do the same; ·not have adequate operating and financial systems in place; ·decrease our liquidity through the use of a significant portion of available cash or borrowing to financeacquisitions or newbuildings; ·significantly increase our interest expense or financial leverage if we incur additional debt to financeacquisitions or newbuildings; ·incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or ·incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation orrestructuring charges. We may be unable to make, or realize the expected benefits from, the construction, delivery and deployment of ourVLCC newbuildings and the failure to successfully integrate these newbuildings into our fleet could adversely affect ourbusiness, financial condition and operating results. In 2014 and 2015, we purchased 21 VLCC newbuildings, of which twenty have been delivered through March 10,2017 and the remaining newbuilding is scheduled to be delivered during the second half of 2017. These newbuilding crudetankers may not be profitable at or after the time of delivery and may not generate cash flow sufficient to cover the costs ofownership and operation. Market conditions at the time of delivery may be such that charter rates are not favorable and therevenue generated by such vessels may be depressed.39 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents The construction of our recently delivered VLCC vessels required, and any future newbuildings may require, theimplementation of complex, new technology and is dependent upon factors outside of our control, and unexpectedoutcomes resulting from the implementation of such technology could adversely affect our profitability and futureprospects. The construction of our recently delivered VLCC vessels and our one remaining newbuilding, which is scheduled tobe delivered in the second half of 2017, utilized, and any future newbuildings may utilize, new and complex technologies.Problems in implementing these new technologies or substantive design changes in the construction process may lead todelays in maintaining the design schedule needed for construction. The risk associated with new technology ormid‑construction design changes may delay delivery, and, in the case of substantial mid‑construction design, may increasethe cost of the vessel. Newbuildings, including our recently delivered VLCC vessels, cannot always be tested and proven and areotherwise subject to unforeseen problems, including premature failure of components that cannot be accessed for repair orreplacement, substandard quality or workmanship and unplanned degradation of product performance. These failures couldresult in loss of life or property and could negatively affect our results of operations by causing unanticipated expenses notcovered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseenproblems, loss of follow‑on work and, in the case of certain contracts, liquidated damages or other claims against us. We may discover quality issues in the future related to our newbuildings, including our recently delivered VLCCvessels, that require analysis and corrective action. Such issues and our responses and corrective actions could have amaterial adverse effect on our financial position, results of operations or cash flows. There is no assurance that our recently delivered VLCC vessels (as well as the Gener8 Nestor which is scheduled to bedelivered in the second half of 2017) will provide the fuel consumption savings that we expect, or that we will fully realizeany fuel efficiency benefits of our recently delivered VLCC vessels. Our recently delivered VLCC vessels and our one remaining newbuilding are based on advanced “eco” design.These vessels and newbuilding incorporate many of the latest technological improvements designed to optimize speed andfuel consumption and reduce emissions, such as more fuel‑efficient engines, and propellers and hull forms for decreased waterresistance. However, overall, within the tanker industry opinion is divided with regard to the merits of “eco” ships and theirperformance relative to non‑“eco” ships and there is no assurance that our recently delivered VLCC vessels and newbuildingwill provide the fuel consumption savings that we expect, as among other things, the vessels are based on new technologies.Further, the market conditions from time to time may require us to share any fuel efficiency benefits with our charterers andthe “eco” ships may not provide us with the same competitive advantage in securing favorable charter arrangements as wemight expect. Should the fuel consumption levels of our “eco” VLCC vessels and newbuilding materially deviate from whatwe expect, or should we for any reason not receive the profits from any fuel efficiency benefits associated with our vessels,our business, financial condition, results of operations and cash flows could be materially and adversely affected. Delay in delivery of our one remaining VLCC newbuilding or any other new vessel that we may order, or delivery ofany vessel with significant defects, could harm our operating results and lead to the termination of any related chartersthat may be entered into prior to their delivery. The delivery of our one remaining VLCC newbuilding or any future vessel we may order could be delayed, whichwould delay our receipt of revenues under any future charters we enter into for the vessels. The adverse effects of any delay indelivery of any VLCC newbuilding or cancelation of the associated shipbuilding contract may be compounded by the factthat we will have made significant payments in respect of the newbuilding prior to taking possession of the vessel. In theevent a shipbuilder does not perform under a shipbuilding contract with us and we are unable to enforce certain refundguarantees with third-party banks for any reason, we may lose all or part of our investment, which would have a materialadverse effect on our results of operations, financial condition and cash flows. 40 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOur receipt of any newbuildings could be delayed because of many factors, including: ·our ability to borrow to fund the newbuildings; ·quality or engineering problems; ·changes in governmental regulations or maritime self-regulatory organization standards; ·work stoppages or other labor disturbances at the shipyard; ·unanticipated cost increases; ·bankruptcy or other financial crisis of the shipbuilder; ·a backlog of orders at the shipyard; ·political or economic disturbances in the locations where the vessels are being built; ·weather interference or interference from a catastrophic event, such as a major earthquake or fire; ·our requests for changes to the original vessel specifications; ·shortages of, or delays in the receipt of necessary equipment or of construction materials, such as steel; ·failure by the shipbuilder to deliver vessels to us as agreed; ·delays caused by acts of God, war, strike, riot, crime or natural catastrophes, or force majeure events; ·our inability to finance the purchase of the vessels or obtain financing on terms favorable to us; or ·our inability to obtain requisite permits or approvals. We do not carry delay of delivery insurance to cover any losses that are not covered by delay penalties in ourconstruction contracts. In the event any such shipyards are unable or unwilling to deliver the vessels ordered, we may nothave substantial remedies. As a result, if delivery of a vessel is materially delayed, it could increase our expenses, diminishour net income and cash flows and otherwise adversely affect our business, financial condition and operating results. There is no assurance that we will be able to borrow the remaining amounts committed under the Korean Export CreditFacility and if we are unable to borrow such amounts we may be liable for damages if we breach our obligations under aVLCC shipbuilding contract. As of March 10, 2017, the aggregate amount of remaining payments due under the remaining 2015 acquired VLCCshipbuilding contract was $48.2 million. Under the Korean Export Credit Facility, as of March 10, 2017, we have anaggregate remaining borrowing capacity of up to $63.0 million to fund these remaining payments due under thisshipbuilding contract, subject to customary borrowing conditions. See “Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Liquidity and Capital Resources—Debt Financings” below. The Korean ExportCredit Facility includes customary borrowing terms and conditions. Accordingly, there is no assurance that we will be able tosatisfy such terms and conditions or be able to borrow all or any of the amounts that may be committed under the KoreanExport Credit Facility, or obtain other financing. If we are not able to borrow additional funds, raise other capital, generatesufficient cash flow from operations or utilize available cash on hand, we may not be able to fund the remaining portion ofthese payments and take delivery of this VLCC newbuilding vessel, which could have a material adverse effect on ourbusiness, financial condition, results of operations and cash flows. If for any reason41 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentswe fail to make a payment when due, which may result in a default under this shipbuilding contract, we would be preventedfrom realizing potential revenues from this vessel, we could lose all or a portion of any payments previously paid by us inrespect of this vessel and we could be liable for any additional damages under or connected with such contracts resultingfrom a breach by us of the contract terms. We may also lose any equipment provided to the shipyard as buyers’ supplies forinstallation by the shipyard on this vessel. There may be risks associated with the purchase and operation of secondhand vessels. Our business strategy may include additional growth through the acquisition of secondhand vessels. Consistentwith shipping industry practice, other than inspection of the physical condition of the vessels and examinations ofclassification society records, we do not conduct a historical financial due diligence process when we acquire secondhandvessels. Accordingly, we do not obtain the historical operating data for such vessels from the sellers and are not providedwith the same knowledge about their condition that we would have had if such vessels had been built for and operatedexclusively by us. Most secondhand vessels are sold under a standardized agreement, which, among other things, providesthe buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does notgive the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of apurchased secondhand vessel, the seller typically removes from the vessel all records, including past financial records andaccounts related to the vessel. In addition, the technical management agreement between the seller’s technical manager andthe seller is normally terminated and the vessel’s trading certificates are surrendered to its flag state following a change inownership. Furthermore, we generally do not receive the benefit of warranties from the builders if the vessels we buy are morethan one year old. Our future operating results could be negatively affected if some of the vessels do not perform as expected. Certain affiliations may result in conflicts of interest between us and the former executives and managers of Navig8Crude Tankers, Inc., all of which are affiliates of the Navig8 Group. The Navig8 Group consists of Navig8 Limited and its subsidiaries. The managers with which Gener8 Subsidiarycontracts, such as Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd and VL8 Pool Inc., are subsidiaries of Navig8Limited. Mr. Busch serves as a member of our Board. Mr. Busch is a member of the board of, and minority beneficial ownerof, Navig8 Limited. As a result, conflicts of interest may arise between us and the affiliated entities of the Navig8 Group.Additionally, we cannot be assured that any future agreements and transactions with the affiliates of the Navig8 Group willbe on the same terms as those available with unaffiliated third parties or that these agreements or relationships will bemaintained at all or will not otherwise impact our agreements and transactions in a manner that is adverse to us or ourshareholders. Although Mr. Busch has fiduciary obligations to us as a member of our Board, neither Mr. Busch nor the Navig8Group are subject to any express contractual restrictions on competing with us or pursuing business opportunities in ourindustry that may conflict with our interests. Certain agreements entered into by our subsidiaries with members of the Navig8 Group may adversely affect or restrictour business. Certain agreements entered into by our subsidiaries with members of the Navig8 Group may adversely affect orrestrict our business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.” for a description of theseagreements. For example, time charters by and between VL8 Pool Inc. and V8 Pool Inc., each of which we refer to as a “poolcompany,” and our newbuilding‑owning and vessel‑owning subsidiaries contain the following provisions: (a) we are subjectto continuing seaworthiness and maintenance obligations; (b) the pool company may put a pool vessel off hire or cancel acharter if the relevant vessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) thepool company may put a pool vessel off hire for any delays caused by the vessel’s flag or the nationality of her crew; (d) thepool company has extensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty inconnection with any shortfall in oil majors’ approvals or SIRE discharge reports; (e) the pool company has the right to callfor remedy of any breach of representation or warranty within 30 days failing which the vessel may be put off hire; and(f) after 10 days off hire the charter may then be terminated by the charterers. The pool42 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsagreements, together with the time charters, provide that each pool vessel shall remain in the VL8 Pool, the Suez8 Pool or theV8 Pool, as the case may be, for a minimum period of one year, with each of the vessel‑owning subsidiaries and the relevantpool company being entitled to terminate the pool agreement and the time charter by giving 90 days’ notice in writing to theother (plus or minus 30 days at the option of the relevant pool company) at any time after the expiration of the initial ninemonth period such pool vessel is in the pool (which may be reduced if there is a firm sale to a third party) but a pool vesselmay not be withdrawn until it has fulfilled its contractual obligations to third parties. Additionally, the pool agreements by and between VL8 Pool Inc. and V8 Pool Inc. and our subsidiaries contain thefollowing provisions: (a) if the relevant pool company suffers a loss in connection with the pool agreements, it may set offthe amount of such loss against the distributions that were to be made to the relevant vessel‑owning subsidiary or anyworking capital repayable pursuant to the agreement; (b) we are required to provide working capital of $1.0 million (revisedin the first quarter of 2016 from $1.5 million) to VL8 Pool Inc. upon delivery of a VLCC vessel into the VL8 Pool, of $0.9million (revised in the first quarter of 2016 from $1.0 million to V8 Pool Inc. upon delivery of a Suezmax vessel into theSuez8 Pool and $0.7 million (revised in the first quarter of 2016 from $0.8 million) to V8 Pool Inc. upon delivery of anAframax vessel into the V8 Pool, which is repayable on the vessel leaving the relevant pool, as well as fund cash calls to bepaid within 10 days of recommendation by the Pool Committee (consisting of representatives from the relevant poolcompany and each pool participant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by piratesbut will thereafter be off hire until again available to the pool company; and (d) the pool company has the right to terminatethe vessel’s participation in the pool under a wide range of circumstances, including but not limited to (i) the pool vessel isoff hire for more than 30 days in a six month period, (ii) the pool vessel is, in the reasonable opinion of the pool company,untradeable to a significant proportion of oil majors for any reason, (iii) insolvency of the relevant vessel‑owning subsidiary,(iv) the relevant vessel‑owning subsidiary is in breach of the agreement and the pool company, in its reasonable opinion,considers the breach to warrant a cancellation of the agreement or (v) if any relevant vessel‑owning subsidiary or an affiliatebecomes a sanctioned person. Additionally, our supervision agreements with Navig8 Shipmanagement Pte Ltd., or “Navig8 Shipmanagement,”with regards to the 2015 acquired VLCC newbuildings do not contain the ability to terminate early and, as such, theagreements would be effective until full performance or a termination by default. Under the supervision agreements, theliability of Navig8 Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject toa cap of $250,000 per vessel, which is less than the fee payable per vessel. The supervision agreements also contain anindemnity in favor of Navig8 Shipmanagement and its employees and agents. Our operating results may fluctuate seasonally. We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as aresult, in charter rates. Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of thecalendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months.Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could adversely impact charterrates. Because we generate all of our revenues in U.S. Dollars but incur a significant portion of our expenses in othercurrencies, exchange rate fluctuations could have an adverse impact on our results of operations. We generate all of our revenues in U.S. Dollars, but we may incur a portion of expenses, such as maintenance anddry‑docking costs, in currencies other than the U.S. Dollar. This difference could lead to fluctuations in net income due tochanges in the value of the U.S. Dollar relative to other currencies, particularly the Euro. Furthermore, due to the recentsovereign debt crisis in certain European member countries, the U.S. Dollar‑Euro exchange rate has experienced volatility.An adverse movement in these currencies could increase our expenses. An increase in costs could materially and adversely affect our financial performance. Our vessel operating expenses are comprised of a variety of costs including crew costs, provisions, deck and enginestores, lubricating oil and insurance, many of which are beyond our control. Additionally, repairs and maintenance costs aredifficult to predict with certainty and may be substantial. Many of these expenses are not covered43 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsby our insurance. Also, costs such as insurance and security could increase. If costs continue to rise, that could materially andadversely affect our cash flows and profitability. Fuel, or bunker, is a significant, if not the largest, expense for our vessels that will be employed in the spot market.Spot charter arrangements generally provide that the vessel owner or pool operator bear the cost of fuel in the form of bunker,which is a significant vessel operating expense. With respect to our vessels that will be employed on time charter, thecharterer is generally responsible for the cost of fuel and with respect to vessels deployed in pools, the pool is generallyresponsible for the cost of fuel. However such cost may affect the charter rates that we or our pool manager are able tonegotiate for our vessels and costs incurred by pools may decrease the amount of profits available for distribution to poolparticipants. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictableand fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas,actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional productionpatterns and environmental concerns. Furthermore, fuel may become much more expensive in the future, which may reducethe profitability and competitiveness of our business compared to other forms of transportation, such as pipelines. On theother hand, a prolonged downturn in oil prices may cause oil companies to cut down production which could negativelyimpact market demand for global transportation of petroleum products. Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in thefuture. Our significant net losses and our significant amount of indebtedness led us to declare bankruptcy in 2011. For the years ended December 31, 2016, 2015 and 2014, we generated operating income (loss) of $116.3 million,$152.0 million, and $(17.4) million, respectively, and net income (loss) of $67.3 million, $129.6 million, and $(47.1)million, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” and the consolidated financial statements in Item 8 for more information regarding our results ofoperations during these periods. If we suffer future operating losses, the trading price of our common shares may declinesignificantly and our business, financial condition and results of operations may be negatively impacted. On November 17, 2011, which we refer to as the “petition date,” we and substantially all of our subsidiaries (withthe exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries), which we refer tocollectively as the “debtors,” filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court for the Southern District of New York, which we refer to as the “Bankruptcy Court,”under Case No. 11‑15285 (MG), which we refer to as the “Chapter 11 cases.” On January 31, 2012, the debtors filed a jointplan of reorganization with the Bankruptcy Court. We refer to the joint plan of reorganization as amended, modified andconfirmed by the Bankruptcy Court as the “Chapter 11 plan.” The Bankruptcy Court entered an order, which we refer to asthe “confirmation order,” confirming the Chapter 11 plan on May 7, 2012. Contributing factors to the bankruptcy includedthe drastic fall of global tanker charter rates in 2007 through 2009 due to the over‑supply of tanker capacity and services.Additionally, leverage levels that we believed were reasonable at the time of incurrence based on prevailing vessel valuesbecame unsustainable in light of subsequent charter rate declines. On May 17, 2012, which we refer to as the “effective date,” the debtors completed their financial restructuring andemerged from Chapter 11 through a series of transactions contemplated by the Chapter 11 plan, and the Chapter 11 planbecame effective pursuant to its terms. We may not generate sufficient revenues in future periods to pay for all of our operating or other expenses, whichcould have a material adverse effect on our business, results of operations and financial condition. As noted above, wegenerated operating losses for the years ended December 31, 2014. In addition, our bankruptcy may have created a negativepublic perception of our company in relation to our competitors. As a result, the value of our common shares could benegatively affected. 44 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe may face unexpected repair costs for our vessels. Repairs and maintenance costs are difficult to predict with certainty and may be substantial. Many of these expensesare not covered by our insurance. Significant repair expenses could decrease our cash flow and profitability and reduce ourliquidity. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, badweather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war,terrorism, piracy and other circumstances or events. Compared to other types of vessels, tankers are exposed to a higher riskof damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs areunpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. Theloss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, mayadversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and notall drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or ourvessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels’ positions. Theloss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities mayadversely affect our business and financial condition. Furthermore, the total loss of any of our vessels could harm ourreputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels,we may be unable to prevent any such damage, costs, or loss, which could negatively impact our business, financialcondition and results of operations. Increased inspection procedures, taxes and tighter import and export controls could increase costs and disrupt ourbusiness. International shipping is subject to various security and customs inspections and related procedures in countries oforigin and destination. Inspection procedures can result in the seizure of our vessels, delays in the loading, offloading ordelivery and the levying of customs, duties, fines and other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us.Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers andmay, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may havea material adverse effect on our business, financial condition and results of operations. Our vessels are currently registered under the flags of the Republic of Liberia, the Republic of the Marshall Islandsand Bermuda. Each of these jurisdictions imposes taxes based on the tonnage capacity of each of the vessels registered underits flag. The tonnage taxes imposed by these countries could increase, which would cause the costs of our operations toincrease. We depend on our executive officers and other key personnel. The loss of the services of any of our key personnel or our inability to successfully attract and retain qualifiedpersonnel in the future could have a material adverse effect on our business, financial condition and operating results. Ourfuture success depends particularly on the continued service of Peter C. Georgiopoulos, our Chairman since 2001 and ChiefExecutive Officer, John Tavlarios, our Chief Operating Officer and Leonard J. Vrondissis, our Chief Financial Officer, and ourability to attract suitable replacements, if necessary. The loss of Peter Georgiopoulos’ service or that of any other member ofour senior management could have an adverse effect on our operations. We rely on our third‑party technical managers and on their and our ability to attract and retain skilled employees. Our success also depends in large part on the ability of our third‑party technical managers to attract and retainhighly skilled and qualified ship officers and crew. In crewing our vessels, we require technically skilled employees with45 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsspecialized training who can perform physically demanding work. Competition to attract and retain qualified crew membersis intense. If we are not able to increase our rates to compensate for any crew cost increases, our financial condition andresults of operations may be adversely affected. Any inability our third‑party technical managers experience in the future tohire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow ourbusiness. Our third‑party technical management companies employ masters, officers and crews to man our vessels. If notresolved in a timely and cost‑effective manner, industrial action or other labor unrest could prevent or hinder our operationsfrom being carried out as we expect and could have a material adverse effect on our business, results of operations, cashflows, financial condition and available cash. Our Chairman may pursue business opportunities in our industry that may conflict with our interests. Our Chairman and Chief Executive Officer, Peter C. Georgiopoulos, actively reviews potential investmentopportunities in the shipping industry from time to time. In addition, Mr. Georgiopoulos serves as Chairman of the Board ofAegean Marine Petroleum Network Inc. (NYSE: ANW), a marine fuel logistics company that physically supplies and marketsrefined marine fuel and lubricants to ships in port and at sea, among other things. While we have entered into an employmentagreement with Mr. Georgiopoulos, the agreement requires Mr. Georgiopoulos to devote at least 50% of his business time tohis duties with us, provided that he will not be prevented from continuing his involvement with certain other businesses withwhich he is currently involved, including Maritime Equity Management LLC, Aegean Marine Petroleum Network Inc. andChemical Transportation Group Ltd. In addition, under the agreement, Mr. Georgiopoulos is required to direct to us anybusiness opportunities involving the international maritime transportation of crude oil or refined products derived fromcrude oil (excluding bunkering operations). The agreement provides that Mr. Georgiopoulos will have no fiduciary,contractual or other obligation to direct to us any business opportunity not involving the international maritimetransportation of crude oil or refined products derived from crude oil (excluding bunkering operations). Our outstanding indebtedness may become immediately due and payable upon a change of control. We depend on Peter Georgiopoulos’s and Nicolas Busch’s continued service under our senior secured creditfacilities. Under the Korean Export Credit Facility, and the Amended Sinosure Credit Facility, a change of control will occurif, at any time, none of (i) Peter Georgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of our board ofdirectors. For example, since Mr. Brocklesby is not currently a member of the board of directors, a change of control wouldoccur should Mr. Georgiopoulos and Mr. Busch both resign or be removed from the board, decline to stand for reelection orfail to be reelected to the board, die or otherwise cease to remain as our directors for any reason. In the event of a change ofcontrol under either the Korean Export Credit Facility or the Amended Sinosure Credit Facility, the majority of lenders mayelect to declare all amounts outstanding under the loans to be immediately due and payable and, in the event of non-payment, proceed against the collateral securing such loans. The lenders under the relevant senior secured credit facility maymake this election at any time following the occurrence of a change of control. The revenues we earn may be dependent on the success and profitability of any vessel pools in which our vessels operate. A substantial portion of our revenues for the years ended December 31, 2016 and 2015 were from vessels deployedin the Navig8 Group commercial crude tanker pools, or the “Navig8 pools,” and we expect that in 2017 a majority of ourrevenues will continue to be from vessels deployed in the Navig8 pools. A significant portion of revenues for the years endedDecember 31, 2014 were from vessels deployed in the Unique Tankers pool. During 2015, we transitioned the employment ofall of our vessels in the Unique Tanker pool to existing Navig8 pools. We expect our revenues to continue to arise fromvessels deployed in a limited number of pools, particularly the Navig8 pools. Chartering arrangements for vessels deployed in a pool are handled by the commercial manager of the pool and,since the substantial majority of our vessels are deployed in the Navig8 pools, our results of operations are substantiallydependent on the performance of the commercial managers of the Navig8 pools. The profitability of our vessels46 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsoperating in vessel pools will depend upon the pool managers’ ability to successfully implement a profitable charteringstrategy, which could include, among other things, obtaining favorable charters and employing vessels in the pool efficientlyin order to service those charters. The pool’s profitability will also depend on minimizing, to the extent possible, time spentwaiting for charters and time spent traveling unladen to pick up cargo. Furthermore, should an incident occur that negativelyaffects a pool’s revenues or should a pool underperform, then our profitability will be negatively impacted as a result.Commercial managers of pools typically exercise significant control and discretion over the operation of the pool, and oursuccess and profitability will depend on the success of the pools in which we participate, particularly if we transition to a newpool. If vessels from other owners which enter into pools in which we participate are not of comparable design or quality toour vessels, or if the owners of such other vessels negotiate for greater pool weightings than those obtained by us, this couldnegatively impact the profitability of the pools in which we participate or dilute our interest in pool profits. If we wish towithdraw a vessel from a pool, we may be required to give advance notice and the agreements we enter into with pools inwhich we participate may provide the applicable pool the right to defer withdrawal of our vessels. If the commercial managerof the pools in which we participate were to cease serving in such capacity, the pools may not be able to find a replacementcommercial manager who will be as successful as the current commercial manager in chartering vessels and who may nothave the same customer relationships. Additionally, were we to seek to assume direct commercial management of thesevessels, either by choice or because of our failure to negotiate or maintain favorable terms with a profitable andwell‑managed pool, we may face similar challenges. We receive a significant portion of our revenues from a limited number of customers and pools, and the loss of anycustomer or the termination of our relationships with these pools could result in a significant loss of revenues and cashflow. We have derived, and we believe we will continue to derive, a significant portion of our revenues and cash flowfrom a limited number of customers. For example, during the years ended December 31, 2016 and 2015, the Navig8 poolsaccounted for 91.2% and 34.8% of our net voyage revenues, respectively. The Navig8 pools, which manage vessels ownedby third-party operators, distribute revenues on a net basis, and our net voyage revenues are not directly attributable to thecharterers of our vessels. We receive such revenues indirectly through distributions made to us by the Navig8 pools in whichour vessels participate. If any of our key customers, or the key customers of the pools in which we participate, breach orterminate their charters or renegotiate or renew them on terms less favorable than those currently in effect, or if anysignificant customer decreases the amount of business it transacts with us or if we lose any of our customers or a significantportion of our revenues, our operating results, cash flows and profitability could be materially adversely affected.Additionally, if we are unable to establish or maintain a commercially favorable relationship with a profitable andwell‑managed pool, our operating results, cash flows and profitability could be materially adversely affected. Shipping is an inherently risky business and our insurance may not be adequate. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, badweather, business interruptions caused by mechanical failures, human error, grounding, fire, explosions, war, terrorism, piracyand other circumstances or events. Changing economic, regulatory and political conditions in some countries, includingpolitical and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism,labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmentaldamage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting. In addition, theoperation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significantenvironmental damage, and the associated costs could exceed the insurance coverage available to us. Compared to othertypes of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack,collision, or other cause, due to the high inflammability and high volume of the oil transported in tankers. We carry insurance to protect against most of the accident‑related risks involved in the conduct of our business. Wecurrently maintain $1 billion in coverage for each of our vessels for liability for spillage or leakage of oil or pollution, andalso carry insurance covering lost revenue resulting from vessel off‑hire for all of our operating vessels. Nonetheless, risksmay arise against which we are not adequately insured. For example, a catastrophic spill could exceed47 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsour insurance coverage and have a material adverse effect on our financial condition. In addition, we may not be able toprocure adequate insurance coverage at commercially reasonable rates in the future and we cannot guarantee that anyparticular claim will be paid. In the past, new and stricter environmental regulations have led to higher costs for insurancecovering environmental damage or pollution, and new regulations could lead to similar increases or even make this type ofinsurance unavailable. Furthermore, even if insurance coverage is adequate to cover our losses, we may not be able to timelyobtain a replacement ship in the event of a loss. We may also be subject to calls, or premiums, in amounts based not only onour own claim records but also the claim records of all other members of the protection and indemnity associations throughwhich we receive indemnity insurance coverage for tort liability. In addition, our protection and indemnity associations maynot have enough resources to cover our insurance claims. Our payment of these calls could result in significant expenses tous which could reduce our cash flows and place strains on our liquidity and capital resources. We are subject to international safety regulations and requirements imposed by classification societies and the failure tocomply with these regulations may subject us to increased liability, may adversely affect our insurance coverage andmay result in a denial of access to, or detention in, certain ports. The operation of our vessels is affected by the requirements set forth in the United Nations’ International MaritimeOrganization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or “ISM Code.”The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive “SafetyManagement System” that includes the adoption of a safety and environmental protection policy setting forth instructionsand procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that weacquire in the future will be ISM Code‑certified when delivered to us. The failure of a shipowner or bareboat charterer tocomply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease availableinsurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, includingUnited States and European Union ports. In addition, the hull and machinery of every commercial vessel must be classed by a classification societyauthorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance withthe applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. If avessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will beunable to trade between ports and will be unemployable, which will negatively impact our revenues and results fromoperations. The risks associated with older vessels could adversely affect our operations. In general, the costs to maintain a vessel in good operating condition increase as the vessel ages. As of March 10,2017, 12 of the 40 operating vessels we own were built prior to 2007. Due to improvements in engine technology, oldervessels typically are less fuel‑efficient than more recently constructed vessels. Cargo insurance rates increase with the age ofa vessel, making older vessels less desirable to charterers. Governmental regulations, safety or other equipment standards related to the age of tankers may requireexpenditures for alterations or the addition of new equipment to our vessels, and may restrict the type of activities in whichour vessels may engage. There is no assurance that, as our vessels age, market conditions will justify any requiredexpenditures or enable us to operate our vessels profitably during the remainder of their useful lives. If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable toreplace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 25 years from theirbuild dates. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we areunable to replace the vessels in our fleet upon the expiration of their useful lives, our revenue will decline and our business,results of operations, financial condition, and cash flow would be adversely affected. 48 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOur results of operations could be affected by natural events in the locations in which our customers operate. Several of our customers have operations in locations that are subject to natural disasters, such as severe weather andgeological events, which could disrupt the operations of those customers and suppliers as well as our operations. Suchgeological events can cause significant damage and can adversely affect the infrastructure and economy of regions subject tosuch events, and could cause our customers located in such regions to experience shutdowns or otherwise negatively impacttheir operations. Upon such an event, some or all of those customers may reduce their orders for crude oil, which couldadversely affect our revenue and results of operations. In addition to any negative direct economic effects of such naturaldisasters on the economy of the affected areas and on our customers and suppliers located in such regions, economicconditions in such regions could also adversely affect broader regional and global economic conditions. The degree to whichnatural disasters will adversely affect regional and global economies is uncertain at this time. However, if these events causea decrease in demand for crude oil, our financial condition and operations could be adversely affected. Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict ourability to obtain needed supplies, which may have a material adverse effect on our results of operations and financialcondition. We rely on third‑parties to provide supplies and services necessary for our operations, including brokers, equipmentsuppliers, caterers and machinery suppliers. Various mergers have reduced the number of available suppliers, resulting infewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the originalequipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortageof supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers todeliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result indowntime, and delays in the repair and maintenance of our vessels. Furthermore, many of our suppliers are U.S. companies ornon‑U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred orotherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations couldbe materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict thenumber of suppliers and technicians available to supply and service our operations in those jurisdictions, which couldmaterially impact our operations and financial condition. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and otherapplicable worldwide anti‑ corruption laws. The U.S. Foreign Corrupt Practices Act, or “FCPA,” and other applicable worldwide anti‑corruption laws generallyprohibit companies and their intermediaries from making improper payments to government officials for the purpose ofobtaining or retaining business. These laws include the U.K. Bribery Act which is broader in scope than the FCPA, as itcontains no facilitating payments exception. We charter our vessels into some jurisdictions that international corruptionmonitoring groups have identified as having high levels of corruption. Our activities create the risk of unauthorizedpayments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicableanti-corruption laws. Although we have policies, procedures and internal controls in place to monitor compliance, we cannotassure that our policies and procedures will protect us from governmental investigations or inquiries surrounding actions ofour employees or agents. If we are found to be liable for violations of the FCPA or other applicable anti‑corruption laws(either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil andcriminal penalties or other sanctions. We may be subject to U.S. federal income tax on U.S. source shipping income, which would reduce our net income andcash flows. If we do not qualify for an exemption pursuant to Section 883, or the “Section 883 exemption,” of the U.S. InternalRevenue Code of 1986, as amended, or the “Code,” then we will be subject to U.S. federal income tax on our shippingincome that is derived from U.S. sources. If we are subject to such tax, our results of operations and cash flows would bereduced by the amount of such tax. 49 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe will qualify for the Section 883 exemption if, among other things, (i) our common shares are treated as primarilyand regularly traded on an established securities market in the United States or another qualified country, or (ii) we satisfyone of two other ownership tests. We refer to the inquiry under clause (i) of the preceding sentence as the “publicly tradedtest.” Under applicable U.S. Treasury Regulations, the publicly traded test cannot be satisfied in any taxable year in whichpersons who directly, indirectly or constructively own five percent or more of our common shares (sometimes referred to as“5% shareholders”) own 50% or more of our common shares for more than half the days in such year, unless an exceptionapplies. We believe that, based on the ownership of our common shares in 2016, we satisfied the publicly traded test in2016. However, if 5% shareholders were to own more than 50% of our common shares for more than half the days in anyfuture taxable year, we may not be eligible to claim the Section 883 exemption for such taxable year. We can provide noassurance that changes and shifts in the ownership of our common shares by 5% shareholders will not preclude us fromqualifying for the Section 883 exemption in 2017 or in future taxable years. If we do not qualify for the Section 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50%of our gross shipping income attributable to transportation beginning or ending in the United States (but not both beginningand ending in the United States), generally would be subject to a four percent tax without allowance for deductions. U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federalincome tax consequences to U.S. shareholders. A non-U.S. corporation generally will be treated as a “passive foreign investment company,” or a “PFIC,” for U.S.federal income tax purposes if, after applying certain look through rules, either (i) at least 75% of its gross income for anytaxable year consists of “passive income” or (ii) at least 50% of the average value (determined on a quarterly basis) produceor are held for the production of “passive income.” We refer to assets which produce or are held for production of “passiveincome” as “passive assets.” For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchangeof investment property and rents and royalties other than rents and royalties which are received from unrelated parties inconnection with the active conduct of a trade or business, as defined in applicable U.S. Treasury Regulations. Passive incomedoes not include income derived from the performance of services. By contrast, rental income would generally constitutepassive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade orbusiness. In this regard, we intend to take the position that the gross income we derive or are deemed to derive from our timeand spot chartering activities is services income, rather than rental income. Accordingly, we believe that (i) our income fromtime and spot chartering activities does not constitute passive income and (ii) the assets that we own and operate inconnection with the production of that income do not constitute passive assets. While there is no direct legal authority under the PFIC rules addressing our method of operation, there is legalauthority supporting the characterization of income derived from time and spot charters as services income for other taxpurposes. However, there is also legal authority, which characterizes time charter income as rental income rather than servicesincome for other tax purposes. Although there is legal authority to the contrary, as noted above, based on our existing operations and our view thatincome from time and spot chartered vessels is services income rather than rental income, we intend to take the position thatwe are not now and have never been a PFIC with respect to any taxable year. There is no assurance that the IRS or a court of law will accept our position and there is a risk that the IRS or a courtof law could determine that we are a PFIC. Moreover because there are uncertainties in the application of the PFIC rules andPFIC status is determined annually and is based on the composition of a company’s income and assets (which are subject tochange), we can provide no assurance that we will not become a PFIC in any future taxable year. If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain as a PFIC for subsequenttaxable years), our U.S. shareholders would be subject to a disadvantageous U.S. federal income tax regime50 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentswith respect to distributions received from us and gain, if any, derived from the sale or other disposition of our commonshares. These adverse tax consequences to shareholders could negatively impact our ability to issue additional equity inorder to raise the capital necessary for our business operations. We could be negatively impacted by future changes in applicable tax laws, or our inability to take advantage offavorable tax regimes. We may be subject to income or non-income taxes in various jurisdictions, including those in which we transactbusiness, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. We may berequired to pay non U.S. taxes on dispositions of non U.S. property, or operations involving non U.S. property may give riseto non U.S. income or other tax liabilities in amounts that could be substantial. Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or theinterpretation or enforcement thereof by any tax authority. The various tax regimes to which we are currently subject result ina relatively low effective tax rate on our worldwide income. These tax regimes, however, are subject to change, possibly withretroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorabletax provisions afforded by current or future law. For example, there have been legislative proposals that, if enacted, couldchange the circumstances under which we would be treated as a U.S. person for U.S. federal income tax purposes, which couldmaterially and adversely affect our effective tax rate and cash tax position and require us to take action, at potentiallysignificant expense, to seek to preserve our effective tax rate and cash tax position. We cannot predict the outcome of anyspecific legislative proposals. We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have amaterial adverse effect on us. We may be, from time to time, involved in various litigation matters. These matters may include, among otherthings, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims,employment matters, governmental claims for taxes or duties, securities litigation, and other litigation that arises in theordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty theoutcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs toresolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/orinsurers may not remain solvent, which may have a material adverse effect on our financial condition. In November 2008, a jury in the Southern District of Texas found General Maritime Management (Portugal) L.D.A.,one of our subsidiaries which we refer to as “GMM Portugal,” and two vessel officers of one of our vessels guilty of violatingthe Act to Prevent Pollution from Ships and 18 U.S.C. §1001. The conviction resulted from charges based on allegedincidents occurring on board such vessel arising from potential failures by shipboard staff to properly record discharges ofbilge waste during the period of November 24, 2007 through November 26, 2007. Pursuant to the sentence imposed by thecourt in March 2009, we paid a $1.0 million fine in April 2009 and were subject to a probationary period of five years whichconcluded in March 2014. 51 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSecurity breaches and other disruptions to our information technology infrastructure could interfere with ouroperations and expose us to liability which could materially adversely impact our business. In the ordinary course of business, we rely on information technology networks and systems, some of which aremanaged by third parties, to process, transmit, and store electronic information, and to manage or support a variety ofbusiness processes and activities. Additionally, we collect and store certain data, including proprietary business informationand customer and employee data, and may have access to confidential information in the conduct of our business. Despiteour cybersecurity measures (including employee and third-party training, monitoring of networks and systems, andmaintenance of backup and protective systems) which are continuously reviewed and upgraded, our information technologynetworks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attack by hackers orbreaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systemsfailures, natural disasters, or other catastrophic events. Any such events could result in legal claims or proceedings, liabilityor penalties under privacy laws, disruption in operations, and damage to our reputation, which could materially adverselyaffect our business. While we have experienced, and expect to continue to experience, these types of threats to ourinformation technology networks and infrastructure, to date none of these threats has had a material impact on our businessor operations. Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulationsfor the maritime industry are likely to be strengthened in an attempt to combat cybersecurity threats. As a result, we may berequired to provide additional procedures for monitoring cybersecurity, which could require additional expenses and/orcapital expenditures. However, the impact of such regulations is uncertain at this time. A shift in consumer demand from oil towards other energy sources or changes to trade patterns for oil and oil productsmay have a material adverse effect on our business. Substantially all of our earnings are related to the oil industry. A shift in the consumer demand from oil towardsother energy resources such as wind energy, solar energy, water energy, gas or nuclear energy will potentially affect thedemand for our vessels. This could have a material adverse effect on our future performance, results of operations, cash flowsand financial position. Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sourcesof production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oilproducts may have a significant negative or positive impact on the ton-miles and therefore the demand for our tankers. Thiscould have a material adverse effect on our future performance, results of operations, cash flows and financial position. RISK FACTORS RELATED TO OUR FINANCINGS We have incurred significant indebtedness which could affect our ability to finance our operations, pursue desirablebusiness opportunities and successfully run our business in the future, and therefore make it more difficult for us to fulfillour obligations under our indebtedness. We have substantial debt. As of December 31, 2016, we had indebtedness outstanding (before application ofdiscount and amortization of financing costs) of $1.6 billion and shareholders’ equity of $1.4 billion. Our outstanding long-term indebtedness as of December 31, 2016 included $408.3 million principal amount of indebtedness under theRefinancing Facility, $340.4 million principal amount of indebtedness under the Amended Sinosure Credit Facility, $658.6million principal amount of indebtedness under the Korean Export Credit Facility and $174.6 million of indebtedness in theform of our senior notes (which amount reflects accrual of payment-in-kind interest of $43.0 million). In connection with thedeliveries of 15 vessels, we borrowed $563.0 million and $290.8 million from the Korean Export Credit Facility and theAmended Sinosure Credit Facility, respectively, during the year ended December 31, 2016. As of March 10, 2017, we hadfully drawn all available borrowings under our Amended Sinosure Credit Facility and we had $63.0 million remainingcommitments under the Korean Export Credit Facility, to fund the delivery of one vessel, with $48.2 million remaininginstallment payments. In accordance with our growth strategy, we intend to pursue additional debt financingopportunistically to help fund the growth of our business, subject to market and other52 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsconditions. While we have entered into interest rate swaps to hedge a portion of our floating rate indebtedness under oursenior secured credit facilities, the interest rates borne by unhedged amounts that we have borrowed under our senior securedcredit facilities fluctuate with changes in the LIBOR rates. Any volatility in LIBOR rates would affect the amount of interestpayable on amounts that we were to draw down from our senior secured credit facilities. Our substantial indebtedness andinterest expense could have important consequences to us, including: ·limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business,including for working capital, capital expenditures and other general business activities, because we mustdedicate a substantial portion of these funds to service our debt; ·requiring us to seek to incur further indebtedness in order to make the capital expenditures and other expensesor investments planned by us to the extent our future cash flows are insufficient; ·limiting our ability to obtain additional financing in the future for working capital, capital expenditures, debtservice requirements, acquisitions and the execution of our growth strategy, and other expenses or investmentsplanned by us; ·limiting our flexibility and our ability to capitalize on business opportunities and to react to competitivepressures and adverse changes in government regulation, our business and our industry; ·limiting our ability to satisfy our obligations under our indebtedness (which could result in an event of defaultand acceleration if we fail to comply with the requirements of our indebtedness); ·increasing our vulnerability to a downturn in our business and to adverse economic and industry conditionsgenerally; ·placing us at a competitive disadvantage as compared to our competitors that are less leveraged; ·limiting our ability, or increasing the costs, to refinance indebtedness; and ·limiting our ability to enter into hedging transactions by reducing the number of counterparties with whom wecan enter into such transactions as well as the volume of those transactions. Our senior secured credit facilities and senior notes restrict our ability to use our cash. Among other restrictions,senior secured credit facilities and senior notes restrict our ability to make capital expenditures other than maintenancecapital expenditures, or vessel acquisitions or other capital expenditures not in the ordinary course of business using net cashproceeds from equity offerings. Additionally, our senior secured credit facilities and senior notes contain restrictions on ourability to declare or pay dividends to our shareholders. The limitations described above could have a material adverse effect on our business, financial condition, results ofoperations, prospects, and ability to satisfy our obligations under our indebtedness. We may incur significantly more indebtedness, which could further increase the risks associated with our indebtednessand prevent us from fulfilling our obligations under our senior secured credit facilities and senior notes. Despite our current level of outstanding indebtedness, our senior secured credit facilities and senior notes permit usto incur significant additional indebtedness in the future, as well as to refinance existing indebtedness, subject to specifiedlimitations. If new indebtedness is added to our and our subsidiaries’ current debt levels, the related risks that we and theyface would be increased, and we may not be able to meet all our debt obligations, in whole or in part. 53 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe may not be able to generate sufficient cash to service all of our indebtedness. We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of ourindustry and our chartering strategy. We have a significant amount of outstanding indebtedness under our senior securedcredit facilities and our senior notes, and we may incur additional indebtedness. As a result, the amount of debt that we canmanage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficientto meet our debt obligations and commitments. Any insufficiency could negatively impact our business. A range ofeconomic, competitive, financial, business, industry and other factors will affect our future financial performance, and, as aresult, our ability to generate cash flow from operations and to pay our debt. Many of these factors, such as charter rates,economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, arebeyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have toundertake alternative financing plans, such as: ·refinancing or restructuring our debt; ·selling tankers, newbuildings or other assets; ·reducing or delaying investments and capital expenditures; or ·seeking to raise additional capital. However, there is no assurance that undertaking alternative financing plans, if necessary, would be successful inallowing us to meet our debt obligations. Our ability to restructure or refinance our debt will depend on the condition of thecapital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates andmay require us to comply with more onerous covenants, which could further restrict our business operations. The terms ofexisting or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to makepayments of interest and principal on our outstanding indebtedness on a timely basis would likely harm our ability to incuradditional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debtservice obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, couldmaterially and adversely affect our business, financial condition, results of operations and prospects. Our senior secured credit facilities and senior notes impose significant operating and financial restrictions that maylimit our ability to operate our business. Our senior secured credit facilities and senior notes impose significant operating and financial restrictions on us andour restricted subsidiaries. These restrictions will limit our ability and the ability of our restricted subsidiaries to, amongother things, as applicable: ·incur additional debt; ·pay dividends or make other restricted payments, including certain investments; ·create or permit certain liens; ·sell tankers or other assets; ·engage in certain transactions with affiliates; and ·consolidate or merge with or into other companies, or transfer all or substantially all of our assets or the assets ofour restricted subsidiaries. 54 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThese restrictions could limit our ability to finance our future operations or capital needs, make acquisitions orpursue available business opportunities. In addition, our senior secured credit facilities require us to comply with various collateral maintenance andfinancial covenants, including with respect to our minimum cash balance and an interest expense coverage ratio covenant.The senior secured credit facilities and senior notes require us to comply with a number of customary covenants, includingcovenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintainingrequired insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag andclass of the collateral vessels in the case of our senior secured credit facilities; restrictions on consolidations, mergers or salesof assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates;and other customary covenants and related provisions. There is no assurance that we will meet these ratios or satisfy these covenants or that our lenders will waive anyfailure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under theseinstruments could result in a default under these instruments. See “Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Liquidity and Capital Resources—Debt Financings” for further information. If adefault occurs under any debt instrument, the lenders could elect to declare that debt, together with accrued interest and otherfees, to be immediately due and payable and proceed against the collateral securing that debt, which, in the case of our seniorsecured credit facilities, constitutes all or substantially all of our assets, including our rights in the mortgaged vessels andtheir charters. The covenants under our senior secured credit facilities and senior notes may be difficult to satisfy in the current marketenvironment. We continue to be subject to a difficult charter rate environment which has negatively impacted our cash flow fromoperations and liquidity. We are subject to a number of covenants under our senior notes and senior secured credit facilities, includingcovenants governing the minimum amount of cash and cash equivalents we maintain, our ratio of consolidated EBITDA toour aggregate scheduled principal repayments and cash interest expense for our consolidated indebtedness, and the minimumaggregate appraised value of the vessels we have pledged as collateral under our senior secured credit facilities. In the eventof continued weakness in charter rates and vessel values, if the current market environment declines further or does notrecover sufficiently and/or because of the potential timing of receipt of payments and required expenditures, there is apossibility that we may not comply with these covenants as of the first half of 2017 absent waivers or amendments to oursenior secured credit facilities or obtaining additional capital. We may not be in compliance earlier in the event of furtherweakness or deterioration in the markets in which we operate. To address these issues, we may require capital to fund ourongoing operations, and service of our debt, and we may pursue alternatives which may include potential dispositions ofvessels and/or newbuildings, equity issuances, strategic transactions to strengthen our capital structure, waivers oramendments from our lenders and/or other restructuring options. Any such transactions may be subject to conditions. Ifmarket or other conditions are not favorable, we may be unable to complete any such transactions or obtain waivers oramendments from our lenders on acceptable terms or at all. Absent such waivers or amendments, if we do not comply with these covenants and fail to cure our non-compliancefollowing applicable notice and expiration of applicable cure periods, we would be in default of one or more of our seniorsecured credit facilities. If such a default occurs, we may also be in default under our unsecured senior notes. Each of oursenior secured credit facilities and senior notes contain cross default provisions that could be triggered by our failure tocomply with these covenants. As a result, some or all of our indebtedness could be declared immediately due and payable.We may not have sufficient assets available to satisfy our obligations. Substantially all of our assets are pledged as collateralto our lenders, and our lenders may seek to foreclose on their collateral if a default occurs. We may have to seek alternativesources of financing on terms that may not be favorable to us or that may not be available at all. Therefore, we couldexperience a material adverse effect on our business, financial condition, results of operations and cash flows. 55 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFluctuations in the market value of our fleet may adversely affect our liquidity and may result in breaches under ourfinancing arrangements and sales of vessels at a loss. The market value of vessels fluctuates depending upon general economic and market conditions affecting the tankerindustry, the number of tankers in the world fleet, the price of constructing new tankers, or newbuildings, types and sizes oftankers, and the cost of other modes of transportation. The market value of our fleet may decline in the event of a downswingin the historically cyclical shipping industry or as a result of the aging of our fleet. Declining tanker values could limit ourability to seek alternative sources of financing and could affect our ability to finance our one remaining VLCC newbuildingor raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, decliningvessel values could result in the requirement to repay outstanding amounts or a breach of loan covenants, which could giverise to an event of default under our debt instruments. Our senior secured credit facilities require us to comply with collateral maintenance covenants under which themarket value of our vessels must remain at or above a specified percentage of the total commitment amount under theapplicable instrument. If we are unable to maintain this required collateral maintenance ratio, we may be prevented fromborrowing additional money, if available, under the applicable instrument, or we may default under the applicableinstrument. If a default occurs, the lenders could elect to declare the debt, together with accrued interest and other fees, to beimmediately due and payable and proceed against the collateral securing the debt, which, in the case of our senior securedcredit facilities, constitutes substantially all of our assets. If we default on our obligations to pay any of our indebtedness or otherwise default under the agreements governing ourindebtedness, lenders could accelerate such debt and we may be subject to restrictions on the payment of our other debtobligations or cause a cross‑default or cross‑acceleration. Any default under the agreements governing our indebtedness that is not waived by the required lenders or holdersof such indebtedness, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal,premium, if any, and interest on other debt instruments and substantially decrease the market value of such debt instruments.If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required paymentsof principal, premium, if any, and interest on our substantial level of indebtedness, or if we otherwise fail to comply with thevarious covenants in any agreement governing our indebtedness, we would be in default under the terms of the agreementsgoverning such indebtedness. In the event of such default: ·the lenders or holders of such indebtedness could elect to terminate any commitments thereunder, declare all thefunds borrowed thereunder to be due and payable and, if not promptly paid, in the case of our secured debt,institute foreclosure proceedings against our assets; ·even if those lenders or holders do not declare a default, they may be able to cause all of our available cash to beused to repay the indebtedness owed to them; and ·such default could cause a cross-default or cross-acceleration under our other indebtedness. As a result of such default and any actions the lenders may take in response thereto, we could be forced intobankruptcy or liquidation. An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability. Our debt under our senior secured credit facilities bears interest at a variable rate. We may also incur indebtedness inthe future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing ourdebt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significantfor us than it would be for some other companies because of our substantial debt and because we do not currently hold anyinterest rate swaps. LIBOR rates have historically been volatile, with the spread between those rates and prime lending rates wideningsignificantly at times. However, LIBOR rates have recently been at historic lows. Because the interest rates borne by a portionof our outstanding borrowings under our senior secured credit facilities fluctuate with changes in the LIBOR rates, if LIBORrates were to increase or become volatile, it would affect the amount of interest payable on56 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsamounts that we have borrowed under our senior secured credit facilities, which in turn, would have an adverse effect on ourprofitability, earnings and cash flow. We may incur losses on interest rate swap and hedging arrangements. We have entered into six interest rate swap transactions to hedge our exposure on a portion of our outstandingvariable rate debt. However, hedging against interest rate exposure may adversely affect us. Increased interest rates mayincrease the risk that the counterparties to our swap agreements will default on their obligations, which could further increaseour exposure to interest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will berequired to pay more for our debt than we would had we not entered into the swap agreements. In addition, if an arrangementis not indexed to the same rate as the indebtedness that is hedged, we may be exposed to losses to the extent which the rategoverning the indebtedness and the rate governing the hedging arrangement change independently of each other. RISKS RELATED TO OUR COMMON SHARES There is no guarantee that our common shares will have an active and liquid public market. The tanker industry has been highly unpredictable and volatile, and the market for common shares in this industry may beequally volatile. Our common shares may not have an active and liquid trading market. In the absence of a liquid public trading market: ·you may not be able to liquidate your investment in our common shares; ·the market price of our common shares may experience significant price volatility; and ·there may be less efficiency in carrying out your purchase and sale orders. The price of our common shares historically has been volatile. The price of our common shares has been and may continue to be subject to large fluctuations due to a variety offactors, including: ·actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in ourindustry; ·our ability to meet the obligations under our senior secured credit facilities and senior notes; ·mergers and strategic alliances in the tanker industry; ·market prices and conditions in the tanker and oil industries; ·changes in government regulation; ·potential or actual military conflicts or acts of terrorism; ·natural disasters affecting the supply chain or demand for crude oil or petroleum products; ·the failure of securities analysts to publish research about us, or shortfalls in our operating results from levelsforecast by securities analysts; ·announcements concerning us or our competitors; and 57 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents·the general state of the securities market. These broad market and industry factors may materially reduce the market price of our common shares, regardless ofour operating performance. We may issue additional common shares or other equity securities without your approval, which would dilute yourownership interests and may depress the market price of our common shares. We may issue additional common shares or other equity securities of equal or senior rank in the future in connectionwith, among other things, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan,without shareholder approval, in a number of circumstances. Our issuance of additional common shares or other equity securities of equal or senior rank would have thefollowing effects: ·our existing shareholders’ proportionate ownership interest in us will decrease; ·the relative voting strength of each previously outstanding common share may be diminished; and ·the market price of our common shares may decline. Certain large shareholders own a significant percentage of the voting power of our common shares, and as a result couldbe able to exert significant influence over us. Certain large shareholders and their affiliates own a significant percentage of the voting power of our issued andoutstanding common shares. For example, as of the date of this Annual Report, Oaktree Capital Management L.P.,BlueMountain Capital Management, LLC, Aurora Resurgence Capital Partners II LLC and BlackRock, Inc. and/or theirrespective investment entities or affiliates own greater than 5% of our outstanding common stock, based on informationpublicly filed with the SEC. In addition, Navig8 Limited owns greater than 4% of our outstanding common stock, based oninformation publicly filed with the SEC. Five members of our Board were designated by certain of these shareholderspursuant to the 2015 shareholders agreement, which terminated upon the consummation of our initial public offering. As aresult, these shareholders may be able to exert significant influence over the actions of our Board, the election of directorsand other matters that require shareholder approval. The interests of these shareholders may be different from that of othershareholders, and their large aggregate percentage ownership may result in them being able to exert substantial influenceover us and may have effects such as delaying or preventing a change in control of the Company that may be favored byother shareholders or preventing transactions in which shareholders might otherwise recover a premium for their shares overtheir market prices. In addition, our significant concentration of share ownership may adversely affect the trading price of our commonshares because investors may perceive disadvantages in owning shares in companies with significant shareholders.Furthermore, certain large shareholders have certain registration rights described elsewhere in this Annual Report (see“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions”)and the registration and sale to the public of a large number of common shares may have the immediate effect of reducing thetrading price of our common shares. Future sales of our common stock could cause the market price of our common stock to decline. The market price of our common stock could decline due to sales of a large number of shares in the market,including sales of shares by our large shareholders, or the perception that these sales could occur. These sales could alsomake it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriateto raise funds through future offerings of common stock. 58 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe incur increased costs and obligations as a result of being a public company and our management is required todevote substantial time to complying with public company regulations. As a publicly traded company, we incur significant legal, accounting and other expenses that we were not requiredto incur as a privately held company, particularly after we are no longer an “emerging growth company” as defined under theJumpstart Our Business Startups Act of 2012, or the “JOBS Act.” In addition, new and changing laws, regulations andstandards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform andConsumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under theSarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and the New York Stock Exchange, or the“NYSE,” have created uncertainty for public companies and increased our costs and the time that our board of directors andmanagement must devote to complying with these rules and regulations. These rules and regulations increase our legal andfinancial compliance costs and lead to a diversion of management time and attention from revenue generating activities. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divertmanagement’s attention from implementing our growth strategy, which could prevent us from improving our business, resultsof operations and financial condition. We have made, and will continue to make, changes to our internal controls andprocedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company.However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company. For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage ofcertain exemptions from various reporting requirements that are applicable to other public companies that are not “emerginggrowth companies.” We may remain an “emerging growth company” for up to five fiscal years after our initial public offeringor until such earlier time that we have more than $1.0 billion in annual revenues, have more than $700.0 million in marketvalue of our common shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three yearperiod. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significantsavings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we willincur additional compliance costs, which may impact earnings. As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to“emerging growth companies” will make our common shares less attractive to investors. We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are not emerging growthcompanies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internalcontrols over financial reporting from our independent registered public accounting firm pursuant to Section 404 of theSarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved. Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to theeffectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002for so long as we are an “emerging growth company.” Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internalcontrol over financial reporting, and generally requires a report by our independent registered public accounting firm on theeffectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registeredpublic accounting firm will not be required to attest to the effectiveness of our internal control over financial reportingpursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” 59 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIf we do not develop and implement all required accounting practices and policies, we may be unable to provide thefinancial information required of a U.S. publicly traded company in a timely and reliable manner. If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls,we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is requiredto provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting ourability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and couldthereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in ourfailure to meet the requirements for continued listing of our common shares on the NYSE. Failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of theSarbanes-Oxley Act could have a material adverse effect on our business and share price. Our management is required to report on the effectiveness of our internal control over financial reporting inaccordance with Section 404 of the Sarbanes-Oxley Act. The rules governing the standards that must be met for ourmanagement to assess our internal control over financial reporting are complex and require significant documentation,testing and possible remediation. In connection with the implementation of the necessary procedures and practices related to internal control overfinancial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposedby the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems ordelays in completing the implementation of any remediation of control deficiencies and receiving a favorable attestation inconnection with the attestation provided by our independent registered public accounting firm. Furthermore, failure toachieve and maintain an effective internal control environment could have a material adverse effect on our business andshare price and could limit our ability to report our financial results accurately and timely. Future issuances of our common stock could dilute our shareholders’ interests in our company. We may, from time to time, issue additional shares of common stock to support our growth strategy, reduce debt orprovide us with capital for other purposes that our Board of Directors believes to be in our best interest. To the extent that anexisting shareholder does not purchase additional shares that we may issue, that shareholder’s interest in our company will bediluted, which means that its percentage of ownership in our company will be reduced. Following such a reduction, thatshareholder’s common stock would represent a smaller percentage of the vote in our Board of Directors’ elections and othershareholder decisions. Our shareholders may experience substantial dilution if any claims are made by General Maritime’s or Navig8 Crude’sformer shareholders pursuant to the 2015 merger agreement. In connection with the 2015 merger agreement, until 24 months following the anniversary of the closing of the 2015merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify anddefend General Maritime’s or Navig8 Crude’s shareholders, in each case immediately prior to the 2015 merger, in respect ofcertain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closingof the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to suchindemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal tothe amount of the indemnified loss. If we are required to issue shares pursuant to these obligations, our shareholders mayexperience substantial dilution. 60 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCertain provisions of our amended and restated articles of incorporation, which we refer to as our articles ofincorporation, our bylaws and certain agreements to which we are party may make it difficult for shareholders tochange the composition of our board of directors and may discourage, delay or prevent a merger or acquisition thatsome shareholders may consider beneficial. Certain provisions of our articles of incorporation and bylaws may have the effect of delaying or preventing changesin control if our board of directors determines that such changes in control are not in our best interests or in the best interestsof our shareholders. The provisions in our articles of incorporation and bylaws include, among other things, those that: ·provide for a classified board of directors with three-year staggered terms; ·authorize our board of directors to issue preferred shares and to determine the price and other terms, includingpreferences and voting rights, of those shares without shareholder approval; ·establish advance notice procedures for nominating directors or presenting matters at shareholder meetings; ·authorize the removal of directors only for cause and only upon the affirmative vote of the holders of at least80% of the outstanding shares entitled to vote for those directors; ·allow only our board of directors to fill vacancies on our board of directors; ·prohibit us from engaging in a “business combination” with an “interested shareholder” for a period of threeyears after the date of the transaction in which the person became an interested shareholder unless certainprovisions are met; ·prohibit cumulative voting in the election of directors; ·prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitledto vote on the action; ·limit the persons who may call special meetings of shareholders; and ·require a super-majority to amend certain provisions of our bylaws and our articles of incorporation. While these provisions have the effect of encouraging persons seeking to acquire control of our company tonegotiate with our board of directors, they could enable the board of directors to hinder or frustrate a transaction that some, ora majority, of the shareholders may believe to be in their best interests and, in that case, may prevent or discourage attemptsto remove and replace incumbent directors. These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our currentmanagement by making it more difficult for shareholders to replace members of our board of directors, which is responsiblefor appointing the members of our management. We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporatelaw and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under atypical jurisdiction in the United States. Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by theRepublic of the Marshall Islands Business Corporations Act. The provisions of the Republic of the Marshall Islands BusinessCorporations Act resemble provisions of the corporation laws of a number of states in the United States. However, there havebeen few judicial cases in the Republic of the Marshall Islands interpreting the Republic of the Marshall Islands BusinessCorporations Act. For example, the rights and fiduciary responsibilities of directors under the laws of the Republic of theMarshall Islands are not as clearly established as the rights and fiduciary responsibilities of61 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsdirectors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Although the Republic of the MarshallIslands Business Corporations Act does specifically incorporate the non-statutory law, or judicial case law, of the State ofDelaware and other states with substantially similar legislative provisions, our public shareholders may have more difficultyin protecting their interests in the face of actions by management, directors or controlling shareholders than wouldshareholders of a corporation incorporated in a U.S. jurisdiction. It may be difficult to enforce a U.S. judgment against us, our officers and our directors because we are a foreigncorporation. We are incorporated in the Republic of the Marshall Islands and most of our subsidiaries are organized in theRepublic of Liberia and the Republic of the Marshall Islands. Substantially all of our assets and those of our subsidiaries arelocated outside the United States. As a result, our shareholders should not assume that courts in the countries in which we orour subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgmentsof U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S.federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based uponthese laws. Certain provisions in our financing agreements could have the effect of discouraging, delaying or preventing a mergeror acquisition, which could adversely affect the market price of our common stock. Our senior secured credit facilities and senior notes impose restrictions on changes of control of our company andour ship-owning subsidiaries. Under our senior secured credit facilities and senior notes, a change of control would be anevent of default, such that lender consent or repayment in full of the obligations thereunder would be required. The notepurchase agreement governing the senior notes would either require that we obtain the noteholders’ consent prior to anychange of control or that we make an offer to redeem the notes before a change of control can take place. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES We lease one property, which houses our corporate office that is used in the administration of our operations: theproperty is approximately 24,000 square feet in New York, New York. We do not own or lease any production facilities,plants or similar real properties. As of December 31, 2015, we had closed our Russia and Portugal offices. ITEM 3. LEGAL PROCEEDINGS From time to time in the future we may be subject to legal proceedings and claims in the ordinary course of business,principally personal injury and property casualty claims. While we expect that these claims would be covered by our existinginsurance policies, those claims, even if lacking merit, could result in the expenditure of significant financial and managerialresources. We have not been involved in any legal proceedings which may have, or have had, a significant effect on ourfinancial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatenedwhich may have a significant effect on our financial position, results of operations or liquidity. See “Risk Factors—We maybe subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverseeffect on us.” ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 62 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION, HOLDERS AND DIVIDENDS Our common stock has been listed on the NYSE under the symbol “GNRT” since June 25, 2015. Prior to that date, there wasno public trading market for our common stock. As of March 10, 2017, there were approximately 75 holders of record of ourcommon stock. The following table sets forth the high and low sales price per share of our common stock as reported on theNYSE for the periods indicated: FISCAL YEAR ENDED DECEMBER 31, 2016 HIGH LOW 1st Quarter $9.08 $5.04 2nd Quarter $8.13 $5.84 3rd Quarter $6.30 $4.87 4th Quarter $5.56 $3.56 FISCAL YEAR ENDED DECEMBER 31, 2015 HIGH LOW 2nd Quarter (Beginning on June 25, 2015) $13.63 $13.10 3rd Quarter $14.37 $10.95 4th Quarter $12.18 $8.70 We have not declared or paid any dividends since the fourth quarter of 2010. In order to pay dividends, we will berequired to satisfy certain financial and other requirements under our debt instruments. While we currently intend to retain future earnings, if any, for use in the operation and expansion of our business, weevaluate the option to adopt a policy to pay cash dividends from time to time. However, any future dividend policy is subjectto the discretion of the Board, and restrictions under our debt instruments and under Marshall Islands law. Any determinationto pay or not pay cash dividends will also depend upon then‑existing conditions, including our results of operations,financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on our ability topay dividends and other factors our board of directors may deem relevant. Any such determination will also be subject toreview, modification or termination at any time and from time to time. In addition, Marshall Islands law generally prohibitsthe payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale ofshares above the par value of the shares), when a company is insolvent or if the payment of the dividend would render thecompany insolvent. 63 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 6. SELECTED FINANCIAL DATA Set forth below are selected historical consolidated financial and other data of Gener8 Maritime, Inc. at the dates andfor the fiscal years shown. Years Ended December 31, (dollars and shares in thousands, except per share data) 2016 2015 2014Income Statement Data: Voyage revenues $404,622 $429,933 $392,409Voyage expenses 12,490 95,306 239,906Direct vessel expenses 107,308 85,521 84,209Navig8 charterhire expenses 3,059 11,324 —General and administrative expenses 27,844 36,379 22,418Depreciation and amortization 87,191 47,572 46,118Goodwill impairment 23,297 — 2,099Loss on impairment of vessels held for sale — 520 —Goodwill write-off for sales of vessels 2,994 — 1,249Loss on disposal of vessels, net 24,169 805 8,729Closing of Portugal office — 507 5,123Total operating expenses 288,352 277,934 409,851OPERATING INCOME / (LOSS) 116,270 151,999 (17,442)Interest expense, net (49,627) (15,982) (29,849)Other financing costs (7) (6,044) —Other (expense) income, net 670 (404) 207Total other expenses (48,964) (22,430) (29,642)NET INCOME / (LOSS) $67,306 $129,569 $(47,084) INCOME / (LOSS) PER COMMON SHARE: Basic (1) $0.81 $2.06 $(1.54)Diluted (1) $0.81 $2.05 $(1.54) Weighted-average shares outstanding—basic Common shares 82,705 62,779 —Class A — — 11,270Class B — — 19,223Weighted-average shares outstanding—diluted Common shares 82,705 63,113 —Class A — — 30,493Class B — — 19,223 (1)Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for thefactors affecting comparability across the periods. On May 7, 2015, in connection with the filing of our ThirdAmended and Restated Articles of Incorporation, all of our Class A shares and Class B shares were converted on aone-to-one basis to a single class of common stock. At the closing of the 2015 merger on May 7, 2015, we issued31,233,170 shares of our common stock into a trust account for the benefit of Navig8 Crude’s former shareholders.During the period from May 8, 2015 to December 31, 2015, we issued all of these shares and 232,819 additionalshares of our common stock to Navig8 Crude’s former shareholders. Additionally, during the year ended December31, 2016, 1,789 shares were issued to former shareholders of Navig8 Crude. Since we may be required to adjust theproportion of cash and stock as merger consideration depending on whether Navig8 Crude’s former shareholders arepermitted to receive shares as consideration for the 2015 merger, the number of our shares outstanding is subject tochange. 64 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIn connection with the closing of the 2015 merger, we issued 483,971 shares of our common stock as a commitmentpremium paid to the commitment parties under the 2015 equity purchase agreement, we assumed an outstandingNavig8 Crude warrant and option to purchase an aggregate of 1,444,940 shares of our common stock, and weacquired cash and cash equivalents of $41.4 million and vessels under construction of $364.2 million as ofMarch 31, 2015. For information regarding the 2015 merger, see “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Related Party Transactions—2015 Merger RelatedTransactions.” Weighted-average shares outstanding—diluted—Class A gives effect to the conversion of the outstanding Class BShares into Class A Shares on a one-to-one basis. Accordingly, Class A amounts represent the total number of ouroutstanding common shares on a fully-diluted basis. December 31, December 31,(dollars in thousands) 2016 2015Balance Sheet Data, at end of year / period: Cash and cash equivalents $94,681 $157,535Total current assets 215,285 258,128Vessels, net of accumulated depreciation 2,523,710 1,086,877Vessels under construction 177,133 911,017Total assets 2,992,669 2,389,746Current liabilities (including current portion of long-term debt) 216,566 268,615Total long-term debt less unamortized discount and debt financing costs 1,337,782 772,723Total liabilities 1,555,258 1,041,985Shareholders’ equity 1,437,411 1,347,761 Years Ended December 31,(dollars in thousands) 2016 2015 2014Cash Flow Data: Net cash provided by (used in) operating activities $258,932 $155,889 $(11,797)Net cash used in investing activities (902,959) (398,858) (238,019)Net cash provided by financing activities 581,173 252,863 299,417 65 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Years Ended December 31, (dollars in thousands except fleet data and daily results) 2016 2015 2014 Fleet Data: Total number of owned vessels at end of period 39.0 28.0 25.0 Total number of owned and chartered-in vessels at end of period 39.0 29.0 25.0 Average number of vessels (1) 34.5 25.7 25.7 Average number of owned and chartered-in vessels (1) 34.7 26.2 25.6 Total operating days for fleet (2) 12,353 9,145 8,801 Total time charter days for fleet 218 861 550 Total spot market days for fleet 868 4,682 8,251 Total Navig8 pool days for fleet 11,266 3,602 — Total calendar days for fleet (3) 12,687 9,568 9,379 Fleet utilization (4) 97.4% 95.6% 93.8%Average Daily Results: Time charter equivalent (5) $31,745 $36,590 $17,328 VLCC 40,214 47,781 17,255 Suezmax 26,839 35,012 17,161 Aframax 18,036 30,428 19,634 Panamax 13,304 22,464 17,235 Handymax 4,610 15,783 10,231 Daily direct vessel operating expenses (6) 8,458 8,938 8,978 Daily general and administrative expenses (7) 2,195 3,802 2,390 Total daily vessel operating expenses (8) 10,653 12,740 11,369 Other Data: EBITDA (9) $204,124 $193,123 $28,883 Adjusted EBITDA (9) $256,457 $215,222 $48,782 (1)Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured bythe sum of the number of days each vessel was part of our fleet during the period divided by the number of calendardays in that period. Total number of vessels and Average number of vessels exclude our VLCC newbuildings priorto delivery. (2)Total operating days for fleet are the total days our vessels were in our possession for the relevant period net of offhire days associated with major repairs, drydockings or special or intermediate surveys. (3)Total calendar days for fleet are the total days the vessels were in our possession for the relevant period including offhire days associated with major repairs, drydockings or special or intermediate surveys. (4)Fleet utilization is the percentage of time that our vessels were available for revenue generating voyages, and isdetermined by dividing total operating days for fleet by total calendar days for fleet for the relevant period. (5)Time Charter Equivalent, or “TCE,” is a measure of the average daily revenue performance of a vessel. We calculateTCE by dividing net voyage revenue by total operating days for fleet. Net voyage revenues are voyage revenuesminus voyage expenses. We evaluate our performance using net voyage revenues. We believe that presentingvoyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated withparticular voyages or deployment of vessels on time charter or on the spot market and presents a more accuraterepresentation of the revenues generated by our vessels. (6)Direct vessel operating expenses, which is also referred to as “direct vessel expenses” or “DVOE,” include crewcosts, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs incurred during66 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe relevant period. Daily DVOE is calculated by dividing DVOE by the total calendar days for fleet for the relevantperiod. (7)Daily general and administrative expense is calculated by dividing general and administrative expenses by totalcalendar days for fleet for the relevant time period. (8)Total Vessel Operating Expenses, or “TVOE,” is a measurement of our total expenses associated with operating ourvessels. Daily TVOE is the sum of daily direct vessel operating expenses, and daily general and administrativeexpenses. (9)See the EBITDA and Adjusted EBITDA reconciliation section below.67 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEBITDA and Adjusted EBITDA Reconciliation EBITDA represents net income (loss) plus net interest expense and depreciation and amortization. AdjustedEBITDA represents EBITDA adjusted to exclude the items set forth in the table below, which represent certain non-cash, one-time and other items that we believe are not indicative of the ongoing performance of our core operations. EBITDA andAdjusted EBITDA are used by analysts in the shipping industry as common performance measures to compare results acrosspeers. EBITDA and Adjusted EBITDA are not items recognized by accounting principles generally accepted in the UnitedStates of America (“GAAP”), and should not be considered in isolation or used as alternatives to net income, operatingincome, cash flow from operating activity or any other indicator of our operating performance or liquidity required by GAAP.Our presentation of EBITDA and Adjusted EBITDA is intended to supplement investors’ understanding of our operatingperformance by providing information regarding our ongoing performance that exclude items we believe do not directlyaffect our core operations and enhancing the comparability of our ongoing performance across periods. We present AdjustedEBITDA in addition to EBITDA because Adjusted EBITDA eliminates the impact of additional non-cash, one-time and otheritems not associated with the ongoing performance of our core operations, including charges associated with stock-basedcompensation, gains and losses on the sale of vessels and costs associated with our financing activities, that we believefurther reduce the comparability of the ongoing performance of our core operations across periods. Our managementconsiders EBITDA and Adjusted EBITDA to be useful to investors because such performance measures provide informationregarding the profitability of our core operations and facilitate comparison of our operating performance to the operatingperformance of our peers. Additionally, our management uses EBITDA and Adjusted EBITDA as performance measures andthey are also presented for review at our board meetings. While we believe these measures are useful to investors, thedefinitions of EBITDA and Adjusted EBITDA used by us may not be comparable to similar measures used by othercompanies. In addition, these definitions are also not the same as the definitions of EBITDA and Adjusted EBITDA used inthe financial covenants in our debt instruments. During the year ended December 31, 2016, we included in Adjusted EBITDA Impact of interest rate swaps fair valueand professional fees related to interest swaps due to our entry into interest rate swaps during the period. Years Ended December 31,(dollars in thousands)2016 2015 2014Net income / (loss)$67,306 $129,569 $(47,084)Interest expense, net 49,627 15,982 29,849Depreciation and amortization 87,191 47,572 46,118EBITDA$204,124 $193,123 $28,883Adjustments Goodwill impairment 23,297 — 2,099Goodwill write-off for sales of vessels 2,994 — 1,249Loss on impairment of vessels held for sale — 520 —Stock-based compensation 5,651 12,243 1,215Loss on disposal of vessels, net 24,169 805 8,729Closing of Portugal office — 507 5,123Other financing costs 7 6,044 —Professional fees related to interest rate swaps 327 — —Impact of interest rate swaps fair value (698) — —Non-cash G&A expenses, excluding stock-based compensation expense (1) (3,414) 1,980 1,484Adjusted EBITDA$256,457 $215,222 $48,782 (1)Non-cash G&A expenses, excluding stock-based compensation expense, include accounts receivable reserves,amortization of lease assets that were recorded in connection with fresh start accounting and amortization of straightline rent expense. 68 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS The following is a discussion of our financial condition and results of operations for the years ended December 31,2016, 2015 and 2014. You should consider the foregoing when reviewing our financial condition and results of operationsand this discussion. In addition, you should read the following discussion together with the consolidated financialstatements including the notes to those financial statements for the periods mentioned above. General We are Gener8 Maritime, Inc., a leading U.S.-based provider of international seaborne crude oil transportationservices, resulting from a transformative merger in 2015 between General Maritime Corporation, a well-known tanker owner,and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager, which werefer to as the “2015 merger.” As of March 10, 2017, we owned a fleet of 41 tankers, including 40 vessels on the water,consisting of 24 VLCCs, 10 Suezmax vessels, 4 Aframax vessels and 2 Panamax vessels, with an aggregate carrying capacityof 9.4mm DWT, which includes 20 recently delivered “eco” VLCC newbuildings equipped with advanced, fuel-savingtechnology, that were constructed at highly reputable shipyards. In March 2014 and February 2015, we acquired a total of 21 “eco” newbuilding VLCCs. We refer to the 14newbuildings acquired in the 2015 merger as the “2015 acquired VLCC newbuildings” and the 7 newbuildings acquiredfrom Scorpio as the “2014 acquired VLCC newbuildings” and all our newbuildings collectively as our “VLCCnewbuildings.” During the years ended December 31, 2016 and 2015, we took delivery of 15 and three VLCC newbuildingvessels, respectively. Between January 1, 2017 and March 10, 2017, we took delivery of two additional VLCC newbuildings,and one additional VLCC newbuilding is scheduled to be delivered during the second half of 2017. We funded a significantportion of the installment payments in respect of our VLCC newbuildings through borrowings under the Korean ExportCredit Facility and the Amended Sinosure Credit Facility. However there is no assurance we will be able to borrow anyadditional amounts under the Korean Export Credit Facility. See “—Liquidity and Capital Resources—Debt Financings” formore information. As of March 10, 2017, all of our 2014 and 2015 acquired VLCC newbuildings, with the exception of one vessel thatis expected to be delivered in the second half of 2017, were delivered to the Company and entered into the VL8 Pool. SeeNote 8 – DELIVERY AND DISPOSAL OF VESSELS and Note 22 – SUBSEQUENT EVENTS, to the consolidated financialstatements in Item 8 regarding vessel deliveries. We have a significant amount of outstanding indebtedness under our refinancing facility, the Korean Export CreditFacility, and the Amended Sinosure Credit Facility, which we refer to collectively as our “senior secured credit facilities,”and our senior notes. As of December 31, 2016, we owed an aggregate outstanding principal amount of $1.6 billion under oursenior secured credit facilities and our senior notes. Between January 1, 2017 to March 10, 2017, we borrowed an additional$100.1 million under the Korean Export Credit Facility in connection with the delivery of two vessels. No additionalamounts may be borrowed under the refinancing facility or the Amended Sinosure Credit Facility. The Korean Export CreditFacility provides up to $63.0 million in additional financing (subject to borrowing limits and other conditions set forth inthe Korean Export Credit Facility) as of March 10, 2017 in connection with the delivery of one VLCC newbuilding withremaining installment payments of $48.2 million. See “—Liquidity and Capital Resources.” See “Risk Factors Related toOur Financings” for the risks associated with our ability to borrow future amounts under the Korean Export Credit Facility. During 2016, we completed the sale of the 2004 Handymax vessel Gener8 Consul, 2000-built Suezmax tankerGener8 Spyridon, 2001-built VLCC tankers Genmar Vision and Genmar Victory for $17.5 million, $13.9 million, $28.0million and $29.0 million, respectively, in gross proceeds. We used the net proceeds from sale of the Gener8 Consul, theGener8 Spyridon, the Genmar Vision and the Genmar Victory to repay approximately $9.8 million, $11.7 million, $19.4million and $19.4 million, respectively, of the related portion of the indebtedness outstanding under the refinancing facilityassociated with these vessels. In March 2014, we purchased seven “eco” newbuild VLCCs from Scorpio Tankers, Inc.69 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents On February 24, 2015, General Maritime Corporation (our former name), Gener8 Maritime Acquisition, Inc. (one ofour wholly-owned subsidiaries), Navig8 Crude Tankers, Inc. and each of the equityholders' representatives named thereinentered into an Agreement and Plan of Merger. We refer to Gener8 Maritime Acquisition, Inc. as “Gener8 Acquisition,” toNavig8 Crude Tankers, Inc. as “Navig8 Crude” and to the Agreement and Plan of Merger as the “2015 merger agreement.”Pursuant to the 2015 merger agreement, Gener8 Acquisition merged with and into Navig8 Crude, with Navig8 Crude, whichwas renamed Gener8 Maritime Subsidiary Inc. or “Gener8 Subsidiary,” continuing as the surviving corporation and ourwholly-owned subsidiary. We refer to the transactions contemplated under the 2015 merger agreement as the “2015 merger.”Concurrently with the 2015 merger, we filed with the Registrar of Corporations of the Republic of the Marshall Islands ourThird Amended and Restated Articles of Incorporation to, among other things, increase our authorized capital, reclassify ourcommon stock into a single class of common stock and change our name to “Gener8 Maritime, Inc.” As part of the 2015merger, we acquired 14 “eco” newbuild VLCCs owned by Navig8 Crude. On June 30, 2015, we completed our Initial Public Offering, or “IPO,” of 15,000,000 shares at $14.00 per share,which together with the July 17, 2015 exercise by the underwriters of the IPO of their over-allotment option to purchase1,882,223 shares, resulted in gross proceeds of $236.4 million. After underwriting commissions and other expenses, wereceived net proceeds of $214.4 million. In September 2015, we entered into a new senior secured credit facility, which we refer to as the “refinancingfacility,” as part of the refinancing of our former senior secured credit facilities. The refinancing facility provides $581.0million in term loans which were fully drawn on September 8, 2015 and were used, together with available cash, to repay theaggregate outstanding principal amount of $656.3 million under our former senior secured credit facilities. As of December31, 2016, $408.3 million was outstanding under the refinancing facility. See “—Liquidity and Capital Resources—DebtFinancings—Refinancing Facility” for further information regarding the refinancing facility. In September 2015, we also entered into the Korean Export Credit Facility to fund a significant portion of theinstallment payments under our shipbuilding contracts with Korean shipyards. The Korean Export Credit Facility committedup to $963.7 million of debt financing in connection with the delivery of 15 of our VLCC newbuildings from Koreanshipyards. As of December 31, 2016, approximately $658.6 million was outstanding under the Korean Export Credit Facility.Between January 1, 2017 and March 10, 2017, we borrowed an additional $100.1 million under the Korean Export Facilityin connection with the delivery of two vessels. Subject to borrowing limits and other terms and conditions set forth in theKorean Export Credit Facility, as of March 10, 2017, up to an additional $63.0 million may be drawn in connection with theremaining one VLCC newbuilding expected to be delivered from a Korean shipyard during the second half of 2017. See“—Liquidity and Capital Resources—Debt Financings—Korean Export Credit Facility” for further information. In December 2015 and June 2016, we entered into and subsequently amended the Amended Sinosure Credit Facilityto fund installment payments under five shipbuilding contracts with Chinese shipyards and to refinance a term loan facilitywe entered into in October 2015, which we had entered into to fund payments under a shipbuilding contract with a Chineseshipyard. As of December 31, 2016, the amount of the term loans under the Amended Sinosure Credit Facility, which werefully drawn, was approximately $340.4 million. See “—Liquidity and Capital Resources—Debt Financings—AmendedSinosure Credit Facility” below for further information regarding the Amended Sinosure Credit Facility. On May 2, 2016, we entered into six interest rate swap transactions that effectively fix the interest rate on a portionof our outstanding variable rate debt to a range of fixed rates. See Note 14, LONG TERM DEBT and Note 9, FINANCIALINSTRUMENTS, to the consolidated financial statements for the year ended December 31, 2016 and 2015 included in Item 8for more information regarding these swap transactions. We may from time to time enter into additional interest rate swaps,caps or similar agreements for all or a significant portion of our remaining variable rate debt under the refinancing facility,the Korean Export Credit Facility and the Amended Sinosure Credit Facility. For further description of our businesses, see “Business.” 70 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPool, Spot and Time Charter Deployment We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through ourchartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders whenappropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those ratesin the future. As of December 31, 2016, all of our vessels were employed in the spot market (either directly or through spotmarket focused pools), given our expectation of continued favorable near term charter rates. A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port foran agreed upon freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyageexpenses such as port and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a setdaily or monthly rate. Under time charters, the charterer pays voyage expenses such as port and fuel costs. Vessels operatingon time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spotmarket during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenuesthat are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker ratesalthough we are exposed to the risk of declining tanker rates and lower utilization. Pools generally consist of a number ofvessels which may be owned by a number of different ship owners which operate as a single marketing entity in an effort toproduce freight efficiencies. Pools typically employ experienced commercial charterers and operators who have closeworking relationships with customers and brokers while technical management is typically the responsibility of each shipowner. Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkersand port expenses are borne by the charterer (i.e., the pool) and operating costs, including crews, maintenance and insuranceare typically paid by the owner of the vessel. Pools, in return, typically negotiate charters with customers primarily in thespot market. Since the members of a pool typically share in the revenue generated by the entire group of vessels in the pool,and since pools operate primarily in the spot market, including the pools in which we participate, the revenue earned byvessels placed in spot market related pools is subject to the fluctuations of the spot market and the ability of the poolmanager to effectively charter its fleet. We believe that vessel pools can provide cost‑effective commercial managementactivities for a group of similar class vessels and potentially result in lower waiting times. As of December 31, 2016, we employed all of our VLCCs, Suezmax and Aframax vessels on the water in Navig8Group commercial crude tanker pools, including the VL8 Pool, the Suez8 Pool and the V8 Pool. We refer to the VL8 Pool,the Suez8 Pool and the V8 Pool as the “Navig8 pools.” Our newbuilding and VLCC, Suezmax and Aframax owningsubsidiaries have entered into pool agreements regarding the deployment of our vessels into the VL8 Pool, the Suez8 Pooland V8 Pool, respectively. VL8 Pool Inc. acts as the time charterer of the pool vessels in the VL8 Pool, and V8 Pool Inc. actsas the time charterer of the pool vessels in the Suez8 Pool and the V8 Pool, and in each case enters the pool vessels intoemployment contracts such as voyage charters. VL8 Pool Inc. and V8 Pool Inc. allocate the revenue of VL8 Pool, Suez8 Pooland V8 Pool vessels, as applicable, between all the pool participants based on pool results and a pre-determined allocationmethod. See “—Related Party Transactions—Related Party Transactions of Navig8 Crude Tankers, Inc.” for furtherinformation regarding these pool agreements. All of the vessels deployed in the Navig8 pools at any time during the yearended December 31, 2016 were deployed on spot market voyages. As of March 10, 2017, we have taken delivery of 20 of ourVLCC newbuildings which were deployed by the VL8 Pool in spot market voyages. Additionally, one chartered-in VLCC vessel (the Nave Quasar), which we had the right to operate at a gross rate of$26,397 per day pursuant to a time charter that expired in March 2016 and under which we had agreed to share 50% of netpool earnings received in respect of such vessel over $30,000 per day, was also deployed in the VL8 Pool between May 2015and March 2016, the month in which the time charter expired, and the vessel was returned to its owner. As of March 10, 2017, we have taken delivery of 20 of our VLCC newbuildings which we deployed in the VL8 Poolin spot market voyages, and we intend to employ the one remaining VLCC newbuilding in the VL8 Pool after delivery of thevessel. We are constantly evaluating opportunities to increase the number of our vessels deployed on time charters, butonly expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria. We may alsoconsider deploying our vessels on time charter for customers to use as floating storage. We believe that historically,71 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsduring certain periods of higher charter rates, we benefited from greater cash flow stability through the use of time charters forpart of our fleet, while maintaining the flexibility to benefit from improvements in market rates by deploying the balance ofour vessels in the spot market. We may utilize a similar strategy to the extent that time charter rates rise and marketconditions become favorable. We may also utilize time charters to lock in contracted rates when we believe the rateenvironment could weaken or decline in the future. Non‑U.S. operations accounted for a majority of our revenues and results of operations. Vessels regularly movebetween countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues,earnings or assets from the transportation of international seaborne crude oil and petroleum products by geographical area.Each of our vessels serves the same type of customer, has similar operations and maintenance requirements, operates in thesame regulatory environment, and is subject to similar economic characteristics. Based on this, we have determined that weoperate in one reportable segment, the transportation of crude oil and petroleum products with our fleet of vessels. Net Voyage Revenues as Performance Measure We evaluate performance using net voyage revenues. Net voyage revenues are voyage revenues minus voyageexpenses. Voyage expenses primarily consist of port and fuel costs that are unique to a particular voyage. Consequently, spotcharter rates are generally higher than time charter rates to allow spot charter vessel owners the ability to recoup voyageexpenses. Voyage expenses typically are paid by the charterer when a vessel is under a time charter and by the vessel ownerwhen a vessel is under a spot charter. We believe that utilizing net voyage revenues neutralizes the variability created byunique costs associated with particular voyages or the manner in which vessels are deployed and presents a more accuraterepresentation of the revenues generated by our vessels on a comparable basis whether on spot or time charters. Our voyage revenues are recognized ratably over the duration of the spot market voyages and the lives of the timecharters, while direct vessel operating expenses are recognized when incurred. We recognize the revenues of time chartersthat contain rate escalation schedules at the average rate during the life of the contract. As of December 31, 2016, all of our vessels, with the exception of two vessels that remained in the spot market (theGener8 Companion and Gener8 Compatriot), were deployed in the Navig8 pools, and all of our vessels in the Navig8 poolshave been chartered on the spot voyage market. The pool operators of the Navig8 pools act as the time charterer of the poolvessels, and enter the pool vessels into employment contracts. We generally recognize revenue from the Navig8 pools basedon our portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the poolafter pool manager fees. See Note 16 – VESSEL POOL ARRANGEMENTS, to the consolidated financial statements in Item 8for more information on the Navig8 pools. The following table shows the calculation of net voyage revenues for the years ended December 31, 2016, 2015 and2014: Years Ended December 31,(dollars in thousands) 2016 2015 2014Income Statement Data: Voyage revenues $404,622 $429,933 $392,409Voyage expenses (12,490) (95,306) (239,906)Net voyage revenues $392,132 $334,627 $152,503 As used in this report, vessels deployed in the spot market includes vessels chartered into the Unique Tankers pool,but excludes vessels chartered into the Navig8 pools, and vessels chartered into the Navig8 pools includes vessels deployedin the spot market through the Navig8 pools. During the year ended December 31, 2015, and subsequent to the 2015 merger on May 7, 2015, we changed ourfleet’s deployment strategy and entered the majority of our vessels into the Navig8 commercial crude tanker pools. Thesepools are the VL8 Pool, for VLCC vessels, the Suez8 Pool, for Suezmax vessels and the V8 Pool, for Aframax vessels. Underthese pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost72 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsof bunkers and port expenses are borne by the charterer (i.e., the pool) and operating costs, including crews, maintenance andinsurance are typically paid by the owner of the vessel. We calculate time charter equivalent, or “TCE,” rates by dividing net voyage revenue by total operating days forfleet for the relevant time period. Total operating days for fleet are the total number of days our vessels are in our possessionfor the relevant period net of off hire days associated with major repairs, drydocking and special or intermediate surveys. Wealso generate demurrage revenue, which represents fees charged to charterers associated with our spot market voyages whenthe charterer exceeds the agreed upon time required to load or discharge a cargo. We calculate daily direct vessel operatingexpenses, or “DVOE,” and daily general and administrative expenses for the relevant period by dividing the total expensesby the aggregate number of calendar days that the vessels are in our possession for the period including offhire daysassociated with major repairs, drydockings and special or intermediate surveys. Seasonality We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as aresult, in charter rates. Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of thecalendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months.Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could adversely impact charterrates. RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2016 COMPARED TO THE YEAR ENDED DECEMBER 31, 2015 Total voyage revenues. Total voyage revenues decreased by $25.3 million, or 5.9%, to $404.6 million for the yearended December 31, 2016, or “fiscal 2016,” compared to $429.9 million for the prior year period. The decrease was primarilyattributable to decreases in spot charter revenue of $225.1 million and time charter revenues of $19.4 million, partially offsetby an increase in Navig8 pool revenues of $219.2 million for fiscal 2016 compared to the prior year period. We refer to charter hire rates as a measure of the average daily revenue performance of a vessel on a per voyage basis,determined by dividing voyage revenue by total operating days for the applicable fleet. Navig8 pool revenues. Our Navig8 pool revenues (which are distributed on a net basis after deduction of voyageexpenses, which are the responsibility of the pool, and certain administrative expenses) increased by $219.2 million, or146.5%, to $368.9 million for fiscal 2016, compared to $149.6 million during the prior year period. This increase wasprimarily the result of an increase in our vessel operating days in Navig8 pools of 7,664 to 11,266 days for fiscal 2016,compared to 3,602 days during the prior period. The increase in vessel operating days resulted in an increase in Navig8 poolrevenues of approximately $250.9 million during fiscal 2016 compared to the prior year period. The increase in Navig8 poolrevenues was partially offset by a decline in our average daily Navig8 pool charter hire rates, which decreased by $8,796, or21.2%, to $32,743 for fiscal 2016 compared to $41,538 for the prior year period primarily due to the decrease in rates in thespot charter market. The decline in our average daily Navig8 pool charter hire rates resulted in a decrease in Navig8 poolrevenues of approximately $31.7 million for fiscal 2016 compared to the prior year period. Time charter revenues. Time charter revenues decreased by $19.4 million, or 67.7%, to $9.3 million for fiscal 2016compared to $28.7 million for the prior year period. The decrease was primarily the result of a decrease in our time charterdays of 643 days, or 74.7%, to 218 days for fiscal 2016 compared to 861 days for the prior year period. The decrease in ourtime charter days was primarily due to the sale during fiscal 2016 of our two vessels that were previously operated on timecharters (the Genmar Victory and Genmar Vision). The decrease in our time charter days resulted in a decrease in time charterrevenues of approximately $27.4 million for year ended December 31, 2016 compared to the prior year period. The decreasein time charter revenues was partially offset by an increase in our average daily time charter hire rates, which increased by$10,084 or 31.07%, to $42,542 for fiscal 2016 compared to $32,458 for the prior73 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsyear period primarily due to the fact that in 2016 only VLCCs were on time charter, while in 2015, VLCCs and vessels ofother classes were on time charters, and VLCCs generally earn higher time charter rates than other vessel classes. Theincrease in average daily time charter hire rates resulted in an increase in time charter revenues of approximately $8.7 millionfor fiscal 2016 compared to the prior year period. Spot charter revenues. Spot charter revenues decreased by $225.1 million, or 89.5%, to $26.5 million for fiscal2016 compared to $251.6 million for the prior year period. The decrease in spot charter revenues was primarily the result ofthe transition of our vessels (which operated in the Unique Tankers pool) from the spot market into the Navig8 pools, whichresulted in a decrease in our spot market days of 3,813 days, or 81.5%, to 868 days for fiscal 2016 compared to 4,682 days forthe prior year period. The decrease in our spot market days resulted in a decrease in our spot charter revenues ofapproximately $116.2 million for fiscal 2016 compared to the prior year period. Contributing to the decrease in spot charterrevenues was a decline in our average daily spot charter hire rates, which decreased by $23,266, or 43.3% to $30,469 forfiscal 2016 compared to $53,734 for the prior year period primarily due to the decrease in rates in the spot charter market.The decrease in our average daily spot charter hire rates resulted in a decrease in spot charter revenues of approximately$108.9 million during fiscal 2016 compared to the prior year period. Voyage expenses. Substantially all of our voyage expenses relate to spot charter voyages, under which the vesselowner is responsible for voyage expenses such as fuel and port costs. No material voyage expenses were associated with ourvessels deployed in the Navig8 pools as Navig8 pool revenues are presented on a net basis after deduction of voyageexpenses, as such expenses are the responsibility of the pool. Voyage expenses decreased by $82.8 million, or 86.9%, to $12.5 million for fiscal 2016 compared to $95.3 millionfor the prior year period. The decrease of voyage expenses was primarily the result of decreases in fuel costs and port costsduring fiscal 2016 as compared to the prior year period. Fuel costs, which represent the largest component of voyage expenses, decreased by $53.6 million, or 89.0%, to$6.5 million for fiscal 2016 compared to $60.1 million for the prior year period. The decrease in fuel costs was primarilyattributable to the 81.5% decrease (from 4,682 days to 868 days) in our spot market days during fiscal 2016, compared to theprior year period, as a result of transitioning our vessels (which operated in the Unique Tankers pool) from the spot marketinto the Navig8 pools. The decrease in our spot market days resulted in the decrease of fuel costs by approximately $28.6million for fiscal 2016 compared to the prior year period. Also contributing to the decrease in fuel costs was a decrease in ourdaily fuel costs. Daily fuel costs decreased by $5,348, or 41.6%, to $7,494 for fiscal 2016 compared to $12,842 for the prioryear period. The decrease in our daily fuel costs reduced voyage expenses by approximately $24.1 million for fiscal 2016compared to the prior year period. Port costs, which can vary depending on the geographic regions in which the vesselsoperate and their trading patterns, decreased by $20.9 million, or 85.4%, to $3.6 million for the year ended December 31,2016 compared to $24.4 million for the prior year period. The decrease in port costs was primarily due to the decrease in ourspot market days discussed above during fiscal 2016 as compared to the prior year period. Also contributing to the decreasein port costs were differences in the ports visited during fiscal 2016 as compared to the prior year period. Net voyage revenues. Net voyage revenues, which are total voyage revenues minus voyage expenses, increased by$57.5 million, or 17.2%, to $392.1 million for fiscal 2016 compared to $334.6 million for the prior year period. The increasein net voyage revenues was primarily attributable to the increase in our vessel operating days by 3,207 days, or 35.1%, to12,353 days for fiscal 2016, compared to 9,145 days for the prior year period. The increase in our vessel operating daysresulted in an increase in net voyage revenue of approximately $101.8 million during fiscal 2016 compared to the prior yearperiod. The increase in our vessel operating days was primarily the result of the increase in our average fleet size (includingour owned vessels and chartered-in vessel) by 8.8 vessels, or 34.2%, to 34.5 vessels for fiscal 2016 compared to 25.7 vesselsfor the prior year period as a result of the deployment of 15 additional VLCC newbuilding vessels during fiscal 2016. Theincrease in net voyage revenues was partially offset by a decrease in our average daily fleet TCE rate by $4,845, or 13.2%, to$31,745 for fiscal 2016, compared to $36,590 for the prior year period primarily due to the decrease in rates in the spotcharter market. The decrease in average daily fleet TCE rate resulted in a decrease in net voyage revenue of approximately$44.3 million during fiscal 2016 compared to the prior year period.74 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe following is additional data pertaining to net voyage revenues: Years Ended December 31, 2016 2015Net voyage revenue (dollars in thousands): Time charter: VLCC $9,278 $23,929Suezmax — 4,024Total 9,278 27,953Spot charter: VLCC 3,849 38,232Suezmax 1,019 75,579Aframax (689) 21,265Panamax 9,595 16,209Handymax 192 5,747Total 13,966 157,032Navig8 pools: VLCC 238,972 75,935Suezmax 103,497 52,361Aframax 26,419 21,346Total 368,888 149,642Total Net Voyage Revenue $392,132 $334,627Vessel operating days: Time charter: VLCC 218 650Suezmax — 212Total 218 861Spot charter: VLCC 105 931Suezmax — 2,006Aframax — 659Panamax 721 722Handymax 42 364Total 868 4,682Navig8 pools: VLCC 5,946 1,309Suezmax 3,894 1,551Aframax 1,427 742Total 11,266 3,602Total Operating Days for Fleet 12,353 9,145Total Calendar Days for Fleet 12,687 9,568Fleet Utilization 97.4% 95.6Average Number of Owned Vessels 34.5 25.7Average Number of Owned and Chartered-in Vessels 34.7 26.2Time Charter Equivalent (TCE): Time charter: VLCC $42,542 $36,839Suezmax — 19,013Combined 42,542 32,458Spot charter: VLCC 36,546 41,057Suezmax — 37,677Aframax — 32,279Panamax 13,304 22,464Handymax 4,610 15,783Combined 16,084 33,542Navig8 pools: VLCC 40,194 57,990Suezmax 26,578 33,749Aframax 18,519 28,785Combined 32,743 41,538Fleet TCE $31,745 $36,590 75 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDirect Vessel Operating Expenses. Direct vessel operating expenses, which include crew costs, provisions, deckand engine stores, lubricating oil, insurance, maintenance and repairs for owned vessels increased by $21.8 million, or25.5%, to $107.3 million for fiscal 2016 compared to $85.5 million for the prior year period. The increase was primarily dueto an increase in our average fleet size to 34.5 vessels for fiscal 2016 from 25.7 vessels for the prior year period, andassociated increases in crew costs, insurance and maintenance and repair costs. Crew costs increased by $12.0 million, or29.9% to $51.9 million for fiscal 2016, compared to $39.9 million for the prior year period, insurance cost increased by $1.8million, or 17.6%, to $12.3 million for fiscal 2016, compared to $10.5 million for the prior year period, and maintenance andrepair increased by $2.6 million to $17.1 million for fiscal 2016, compared to $14.5 million for the prior year period. Theincrease in direct vessel operating expenses was partially offset by a decrease in daily direct vessel operating expenses pervessel of $480, or 5.4%, to $8,458 per day for fiscal 2016 compared to $8,938 per day for the prior year period, primarily as aresult of lower operating costs, including insurance, repair and maintenance and other costs, primarily associated with ournewly delivered vessels. We estimate that this decrease in daily direct vessel operating expenses per vessel resulted in adecrease in direct vessel operating expenses of approximately $6.1 million for fiscal 2016 compared to the prior year period. We anticipate that direct vessel operating expenses will increase in 2017 as compared to 2016 due to the expectedincrease in the average size of our fleet during the latter part of 2015 and 2016. We estimate direct vessel operating expenseswill increase by approximately $23.9 million during the year ending December 31, 2017 compared to fiscal 2016 based onour direct vessel operating expenses budget for 2017 and considering the budgeted proportional increase in costs of the newvessels that have joined or will be joining our fleet. Our budget is based on prior year actual performance and estimates ofcosts provided by third-party technical managers based on expected vessel requirements. The budgeted amounts include noprovisions for unanticipated repair or other costs. There is no assurance that our budgeted amounts will reflect our actualresults. Unanticipated repair or other costs may cause our actual expenses to be materially higher than those budgeted. Navig8 charterhire expenses. Navig8 charterhire expenses decreased by $8.2 million, or 73.0%, to $3.1 million forfiscal 2016 compared to $11.3 million for the prior year period. These charterhire expenses were related to the Nave Quasar,a vessel chartered-in by Gener8 Maritime Subsidiary Inc. (formerly known as Navig8 Crude Tankers, Inc.), which became oursubsidiary as a result of the 2015 merger. Navig8 charterhire expenses during fiscal 2016 included profit share adjustmentsrelated to the profit share plan for the Nave Quasar. The time charter under which this vessel had been chartered-in expired,and the vessel was redelivered to its owner, in March 2016. General and Administrative Expenses. General and administrative expenses decreased by $8.6 million, or 23.5%,to $27.8 million for fiscal 2016 compared to $36.4 million for the prior year period. This decrease was primarily due to thedecrease in the stock-based compensation expense of $7.3 million during fiscal 2016 compared to the prior year periodprimarily attributable to expenses recorded in 2015 for the restricted stock units granted in connection with the pricing of ourinitial public offering in 2015. We recognized compensation expense upon the immediate vesting of a portion of theserestricted stock units upon the granting of these restricted stock units, and the vesting of an additional portion of theserestricted stock units upon the consummation of our initial public offering. In connection with the vesting of these restrictedstock units, we estimate that we will recognize $2.8 million of compensation expense during the year ending December 31,2017 and $1.1 million in 2018.See Note 19, STOCK-BASED COMPENSATION, to the consolidated financial statements inItem 8 for further detail regarding these restricted stock units. We anticipate our general and administrative costs in fiscal 2017 to be similar to fiscal 2016. In developing the2017 budget, the Company assumes that costs related to being a publicly traded company and other future costs remain in-line with the Company’s historical experience and anticipated trends based on being a publicly traded company. Depreciation and Amortization. Depreciation and amortization, which includes depreciation of vessels as well asamortization of drydock and special survey costs, increased by $39.6 million, or 83.3%, to $87.2 million for fiscal 2016compared to $47.6 million for the prior year period. This increase in depreciation and amortization was primarily due to anincrease in depreciation of vessels costs of $37.5 million, or 90.1%, to $79.1 million during fiscal 2016 compared to $41.6million for the prior year period. The increase in vessel depreciation and amortization of drydocking costs was primarily dueto the increase in our fleet size and the additional drydocking costs incurred during fiscal 2016 as compared to the prior yearperiod.76 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Goodwill Impairment. During fiscal 2016, we recorded expenses associated with goodwill impairment of $23.3million, compared with $0 of expenses associated with goodwill impairment during the prior year period. During fiscal 2016,as a result of the goodwill impairment test performed, it was determined that the carrying value for each reporting unit washigher than its fair value and therefore goodwill was fully impaired, which resulted in an expense of $23.3 million. Goodwill write-off for sales of vessels. During fiscal 2016, in connection with the sale of the Genmar Victory andGenmar Vision, we had an expense of $3.0 million of related to a goodwill write-off. There were no such expenses in the prioryear period. Loss on Disposal of Vessels, net. Losses on disposal of vessels, net increased during fiscal 2016 by $23.4 millionto $24.2 million compared to $0.8 million for the prior year period, primarily due to losses on the sale of the vessels theGenmar Victory, the Genmar Vision, the Gener8 Spyridon and the Gener8 Ulysses. The Gener8 Ulysses was recorded as assetsheld for sale as of December 31, 2016 and the sale of the vessel was finalized in February 2017. Additionally, during fiscal2016, following the liquidation of foreign subsidiaries, we recorded a $0.8 million gain related to the write-off of theaccumulated translation adjustment component of equity. Interest Expense, net. Interest expense, net increased by $33.6 million to $49.6 million for fiscal 2016 compared to$16.0 million for the prior year period. The increase was primarily attributable to the increase in interest expense associatedwith our senior secured credit facilities of $11.0 million, or 38.5%, to $39.5 million compared to $28.5 million for the prioryear period due to the increase in outstanding borrowings under our senior secured credit facilities and senior notes. Ouroutstanding borrowings under our senior secured credit facilities and senior notes were $1.6 billion and $0.9 billion as ofDecember 31, 2016 and 2015, respectively. Contributing to the increase in interest expense, net during fiscal 2016, was adecrease in capitalized interest of $7.6 million, or 21.5%, to $27.6 million compared to $35.2 million for the prior yearperiod related to the capitalization of interest expense associated with vessels under construction as a result of the funding ofthe acquisition of our VLCC newbuildings. Capitalized interest results in a reduction of interest expense, net. We do notcapitalize interest expense associated with the funding of our VLCC newbuildings after delivery of the vessels. Also contributing to the increase in interest expense, net were increases in amortization of deferred financing costsof $7.9 million to $11.3 million for fiscal 2016 compared to $3.4 million for the prior year period, and commitment fees of$2.5 million, or 91.7% to $5.2 million for fiscal 2016 compared to $2.7 million for the prior year period. We incurred theseadditional deferred financing costs and commitment fees in connection with our entry into the Amended Sinosure CreditFacility and the Korean Export Credit Facility, which we have used to fund a portion of the remaining installment paymentsdue in connection with the delivery of our VLCC newbuildings. In addition, during fiscal 2016, we entered into six interest rate swap transactions that effectively fix the interest rateon a portion of our outstanding variable rate debt to a range of fixed rates. During fiscal 2016, we recorded $2.7 millionrelated the settlement of these to interest rate swaps as interest expense, net. Other Financing Costs. During the year ended December 31, 2015, in connection with the consummation of the2015 merger and pursuant to the 2015 equity purchase agreement entered into in connection with the 2015 merger, we issuedan aggregate of 483,970 shares to the commitment parties as a commitment premium as consideration for their purchasecommitments under such agreement. The commitment to purchase our common stock by the commitment parties wasterminated upon the consummation of our initial public offering, and the related expenses of $6.0 million, representing thevalue of the commitment premium as of the issuance date, were reflected as other financing costs. There were no suchexpenses in the current year period. Other income (expense), net. During fiscal 2016, the Company recognized $0.7 million of earnings, as other(expense) income, net, related to the impact of our interest rate swap agreements, entered in fiscal 2016. There were no suchexpenses in the prior year period. 77 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsYEAR ENDED DECEMBER 31, 2015 COMPARED TO THE YEAR ENDED DECEMBER 31, 2014 Voyage revenues. Voyage revenues increased by $37.5 million, or 9.6%, to $429.9 million for the year endedDecember 31, 2015, or “fiscal 2015,” compared to $392.4 million for the prior year period. The increase was primarilyattributable to an increase in Navig8 pool revenues of $149.6 million and time charter revenues of $17.8 million, partiallyoffset by a decrease of spot charter revenues of $129.9 million, for fiscal year 2015 compared to the prior year period.Navig8 pool revenues. Our Navig8 pool revenues (which are distributed on a net basis after deduction of voyageexpenses, which are the responsibility of the pool, and certain administrative expenses) increased to $149.6 million for fiscal2015 compared to $0 during the prior year period. During the prior year period, we did not have any vessels deployed in theNavig8 pool. This increase was primarily the result of an increase in our vessel operating days in Navig8 pools of 3,602 daysfor fiscal 2015 compared to 0 days during the prior year period. Included in our Navig8 pool revenues were $9.5 million ofpool revenues associated with the chartered-in vessel Nave Quasar. The time charter under which this vessel was chartered-in expired in March 2016.Spot charter revenues. In connection with the transition of 20 of our vessels from the spot market into the Navig8pools, our spot market revenues decreased by $129.9 million, or 34.1%, to $251.6 million for fiscal 2015 compared to$381.5 million for the prior year period. This decrease was primarily the result of a decrease in our spot market days by 3,569days, or 43.2%, to 4,682 days for fiscal 2015 compared to 8,251 days for the prior year period. The decrease in spot marketdays resulted in a decrease in spot charter revenues of approximately $191.8 million during fiscal 2015 compared to the prioryear period. This decrease was partially offset by an increase in spot market charter hire rates during fiscal 2015 compared tothe prior year period. Our average daily spot charter hire rates increased by $7,496, or 16.2%, to $53,734 for fiscal 2015compared to $46,239 for the prior year period. The increase in the average daily spot charter hire rates resulted in an increasein spot charter revenues of approximately $61.9 million during fiscal 2015 compared to the prior year period.Time charter revenues. Contributing to the increase in voyage revenues was an increase in time charter revenues of$17.8 million, or 163.5%, to $28.7 million for fiscal 2015 compared to $10.9 million for the prior year period, primarily as aresult of an increase in our average daily time charter hire rate and time charter days for this period as compared to the prioryear period. Our average daily time charter hire rates increased by $13,333, or 69.7%, to $32,458 for fiscal 2015 compared to$19,125 for the prior year period due primarily to a higher charter hire rate environment. The increase in average daily timecharter hire rates resulted in an increase in time charter revenues of approximately $7.3 million during fiscal 2015 comparedto the prior year period. Our time charter days increased by 311 days, or 56.6%, to 861 days for fiscal 2015 compared to 550days for the prior year period. The increase in time charter days resulted in an increase in time charter revenues ofapproximately $10.1 million during fiscal 2015 compared to the prior year period.Voyage expenses. Voyage expenses decreased by $144.6 million, or 60.3%, to $95.3 million for fiscal 2015compared to $239.9 million for the prior year period. Substantially all of our voyage expenses relate to spot charter voyages,under which the vessel owner is responsible for voyage expenses such as fuel and port costs. No material voyage expenseswere associated with our vessels deployed in the Navig8 pools as Navig8 pool revenues are presented on a net basis afterdeduction of voyage expenses, as such expenses are the responsibility of the pool.Included in the decrease in spot charter voyage expenses were decreases in fuel costs and port costs during fiscal2015 compared to the prior year period. Fuel costs, which represent the largest component of voyage expenses, decreased by$122.1 million, or 67.0%, to $60.1 million for fiscal 2015 compared to $182.2 million for the prior year period. This decreasein fuel costs was primarily attributable to the 43.3% decrease (from 8,251 days to 4,682 days) in our spot market days duringfiscal 2015 as compared to the prior year period, as a result of transitioning our vessels from spot charter voyages into theNavig8 pools. Also contributing to the decrease in fuel costs was a decrease in the fuel costs per spot market day of $9,242, or41.9%, to $12,842 for fiscal 2015 compared to $22,084 for the prior year period. This decrease in the fuel costs per spotmarket day was primarily due to the decrease in oil prices during fiscal 2015 compared to the prior year period. Port costs,which can vary depending on the geographic regions in which the vessels operate and their trading patterns, decreased by$3.9 million, or 36.0%, to $6.9 million for fiscal 2015 compared to78 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents$10.8 million for the prior year period. The decrease in port costs was primarily due to the decrease in our spot market days,discussed above, during fiscal 2015 as compared to the prior year period.Net voyage revenues. Net voyage revenues, which are voyage revenues minus voyage expenses, increased by$182.1 million, or 119.4%, to $334.6 million for fiscal 2015 compared to $152.5 million for the prior year period. Theincrease in net voyage revenues was primarily attributable to higher TCE rates earned during fiscal 2015 compared to theprior year period. Our average daily TCE rate increased by $19,262, or 111.2%, to $36,590 for fiscal 2015 compared to$17,328 for the prior year period, primarily due to a higher TCE rate environment. The increase in average daily TCEresulted in an increase in net voyage revenues of approximately $169.5 million during fiscal 2015 compared to the prior yearperiod.Contributing to the increase in net voyage revenues was the increase in our fleet utilization of 1.8% to 95.6% forfiscal 2015 compared to 93.8% for the prior year period as we incurred more offhire days for scheduled drydocks during theprior year period. The increase in fleet utilization resulted in an increase in net voyage revenues of approximately $12.6million during fiscal 2015 compared to the prior year period.Also contributing to the increase in net voyage revenues was the increase in our fleet size (including our ownedvessels and chartered-in vessel) by 0.6 vessels, or 2.3%, to 26.2 vessels for fiscal 2015 compared to 25.6 vessels for the prioryear period. The increase in our fleet size (after giving effect to the increase in our average daily TCE rate discussed above)resulted in an increase in net voyage revenues of approximately $14.5 million during fiscal 2015 compared to the prior yearperiod.79 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe following is additional data pertaining to net voyage revenues: Years Ended December 31, 2015 2014Net voyage revenue (dollars in thousands): Time charter: VLCC $23,929 $ —Suezmax 4,024 10,528Total 27,953 10,528Spot charter: VLCC 38,232 43,227Suezmax 75,579 57,154Aframax 21,265 28,291Panamax 16,209 9,798Handymax 5,747 3,505Total 157,032 141,975Navig8 pools: VLCC 75,935 —Suezmax 52,361 —Aframax 21,346 —Total 149,642 —Total Net Voyage Revenue $334,627 $152,503Vessel operating days: Time charter: VLCC 650 —Suezmax 212 550Total 861 550Spot charter: VLCC 931 2,505Suezmax 2,006 3,393Aframax 659 1,441Panamax 722 569Handymax 364 343Total 4,682 8,251Navig8 pools: VLCC 1,309 —Suezmax 1,551 —Aframax 742 —Total 3,602 —Total Operating Days for Fleet 9,145 8,801Total Calendar Days for Fleet 9,568 9,379Fleet Utilization 95.6% 93.8Average Number Of Vessels 25.7 25.7Average Number Of Owned and Chartered-in Vessels 26.2 25.6Time Charter Equivalent (TCE): Time charter: VLCC $36,839 $ —Suezmax 19,013 19,126Combined 32,458 19,126Spot charter: VLCC 41,057 17,255Suezmax 37,677 16,843Aframax 32,279 19,634Panamax 22,464 17,235Handymax 15,783 10,231Combined 33,542 17,208Navig8 pools: VLCC 57,990 —Suezmax 33,749 —Aframax 28,785 —Combined 41,538 —Fleet TCE $36,590 $17,328 80 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDirect Vessel Operating Expenses. Direct vessel operating expenses, which include crew costs, provisions, deckand engine stores, lubricating oil, insurance, maintenance and repairs for owned vessels increased by $1.3 million, or 1.6%,to $85.5 million for fiscal 2015 compared to $84.2 million for the prior year period. This increase was primarily due to theincrease in our average fleet size mentioned above, and associated increases in crew costs, maintenance and repair costs. Inthis connection, we recorded a $1.8 million increase in vessel management expenses during fiscal 2015 compared to the prioryear period. In the prior year period, we changed the vessel management of 13 vessels from our Portugal office to a third-party ship management company, which resulted in inclusion of a greater amount of third-party management fees in directvessel operating expenses for fiscal 2015. The increase in direct vessel operating expenses was partially offset by a decreasein crew cost of $0.8 million, or 2.1%, to $40.0 million for fiscal 2015 compared to $40.8 million for the prior year period,primarily due to this change in vessel management.On a daily basis, direct vessel operating expenses per vessel increased by $154, or 1.7%, to $9,133 for fiscal 2015compared to $8,978 for the prior year period, primarily as a result of higher third-party management fees, partially offset bylower crew costs during fiscal 2015 as compared to the prior year period, as discussed above.Navig8 charterhire expenses. Navig8 charterhire expenses increased to $11.3 million for fiscal 2015 compared to$0 for the prior year period. These charterhire expenses were related to Nave Quasar, the vessel chartered-in by Gener8Maritime Subsidiary Inc. (formerly known as Navig8 Crude Tankers, Inc.), which became our subsidiary as a result of the2015 merger. The time charter under which this vessel was chartered-in expired in March 2016. There were no suchcharterhire expenses in the prior year period as Gener8 Maritime Subsidiary Inc. became our subsidiary upon theconsummation of the 2015 merger in May 2015.General and Administrative Expenses. General and administrative expenses increased by $14.0 million, or 62.3%,to $36.4 million for fiscal 2015 compared to $22.4 million for the prior year period. This increase was primarily due to anincrease in the stock-based compensation expense of $11.0 million during fiscal 2015 compared to the prior year period dueto the vesting of restricted stock units granted in connection with the pricing of our initial public offering. We recognizedcompensation expense upon the immediate vesting of a portion of these restricted stock units upon the granting of theserestricted stock units, and the vesting of an additional portion of these restricted stock units upon the consummation of ourinitial public offering. In connection with the vesting of these restricted stock units, we estimate that we will recognize $5.7million of compensation expense during the year ending December 31, 2016 and $4.0 million in the years thereafter until2018.Also contributing to the increase in general and administrative expenses was an increase in legal expense of $2.1million, primarily associated with our refinancing activities as well as other matters during fiscal 2015 compared to the prioryear period.Depreciation and Amortization. Depreciation and amortization, which includes depreciation of vessels as well asamortization of drydock and special survey costs, increased by $1.5 million, or 3.2%, to $47.6 million for fiscal 2015compared to $46.1 million for the prior year period. This increase was primarily due to an increase in amortization ofdrydocking costs of $2.3 million primarily due to additional drydocking costs incurred during fiscal 2015 compared to theprior year period, partially offset by a decrease in vessel depreciation of $0.8 million during fiscal 2015 compared to the prioryear period due to the increase in our estimated residual scrap value of the vessels to $325/LWT from $265/LWT effectiveJanuary 1, 2015.Loss on impairment of vessels held for sale. During fiscal 2015, we recorded a loss of $0.5 million related to thesale of the Gener8 Consul to reflect the difference between the fair value (less selling expenses) of the disposed vessel and itsrecorded value. The transaction closed in the first quarter of 2016.Loss on Disposal of Vessels and Vessel Equipment. Losses on disposal of vessels and vessel equipment decreasedduring fiscal 2015 by $7.9 million to $0.8 million compared to $8.7 million for the prior year period, primarily due to losseson the sale of a vessel of $6.8 million in the prior year period.Closing of Portugal Office. We announced the closing of our Portugal office in April 2014, commenced the changeof management of the vessels managed by the Portugal office in May 2014, and completed the change in81 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsNovember 2014. Costs incurred associated with the closing of the Portugal office decreased by $4.6 million, or by 90.0%, to$0.5 million for fiscal 2015 compared to $5.1 million for the prior year period, as most of the severance costs were incurred inthe prior year period. We closed the Portugal office during the fourth quarter of 2015.Interest Expense, net. Interest expense, net decreased by $13.9 million, or 46.5%, to $16.0 million for fiscal 2015compared to $29.8 million for the prior year period. This decrease was primarily attributable to an increase in thecapitalization of interest expense associated with vessel construction of $26.0 million, or by 292.6%, to $35.0 million forfiscal 2015 compared to $9.0 million for the prior year period, as a result of our acquisition of the 2015 acquired VLCCnewbuildings in connection with the 2015 merger. For fiscal 2015, we capitalized interest for both the 2015 acquired VLCCnewbuildings and the 2014 acquired VLCC newbuildings under construction and for the prior year period, we capitalizedinterest for the 2014 acquired VLCC newbuildings. We intend to cease capitalizing interest expense associated with thefunding of the VLCC newbuildings after delivery of the vessels. The decrease in interest expense was partially offset by anincrease of $7.0 million, or 73%, to $16.5 million for fiscal 2015 compared to $9.5 million for the prior year period for theaccrual of payment-in-kind interest on our senior notes, increase in amortization of deferred financing costs of $2.5 million to$3.4 million for fiscal 2015 compared to $0.9 million for the prior year period, and increase in commitment fees of $2.7million for fiscal 2015 compared to $0 for the prior year period. We incurred these additional deferred financing costs andcommitment fees in connection with our entry into the refinancing credit facility, which refinanced our former senior securedcredit facilities, and the Amended Sinosure Credit Facility and the Korean Export Credit Facility, which we have used tofund a portion of the remaining installment payments due under the Acquired VLCC Newbuildings contracts.Other Financing Costs. On May 7, 2015, in connection with the consummation of the 2015 merger and pursuant tothe 2015 equity purchase agreement entered into in connection with the 2015 merger, we issued an aggregate of 483,970shares to the commitment parties as a commitment premium as consideration for their purchase commitments under suchagreement. The commitment to purchase our common stock by the commitment parties was terminated upon theconsummation of our initial public offering, and the related expenses of $6.0 million, representing the value of thecommitment premium as of the issuance date, were reflected as other financing costs in fiscal 2015. There were no suchexpenses incurred in the prior year period.Effects of Inflation We do not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future.Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead. LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Funds; Cash Management Since 2012, our principal sources of funds have been cash flow from operations, equity financings, issuance oflong‑term debt, long‑term bank borrowings and sales of our older vessels. Our principal uses of funds have been capitalexpenditures for vessel acquisitions and construction, maintenance of the quality of our vessels, compliance withinternational shipping standards and environmental laws and regulations, funding working capital requirements andrepayments on outstanding indebtedness. Our practice has been to acquire vessels or newbuilding contracts using acombination of available cash, issuances of equity securities, bank debt secured by mortgages on our vessels and long‑termdebt securities. We have used the Amended Sinosure Credit Facility and expect to use additional borrowings under the KoreanExport Credit Facility, in addition to our operating cash flows and proceeds from past equity offerings to fund the amountsowed on our existing newbuilding commitments. We expect to use borrowing under the Korean Export Credit Facility tofund the amounts owed on the one VLCC newbuilding that has not been delivered. We have entered into several senior secured credit facilities to fund a significant portion of the amounts owed on ournewbuilding commitments. We expect to use borrowings under the Korean Export Credit Facility, in addition to ouroperating cash flows, to fund the amounts owed on our existing newbuilding commitments. Our ability to borrow82 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsany further amounts under the Korean Export Credit Facility is subject to various conditions and we may be liable fordamages if we breach our obligations under our VLCC shipbuilding contracts. Accordingly, there is no assurance that we willbe able to borrow sufficient funds under the Korean Export Credit Facility. To the extent that such source of financing is notavailable on terms acceptable to us, or at all, we may also review other debt and equity financing alternatives to fund suchexisting commitments. Since we entered into the Korean Export Credit Facility and the Amended Sinosure Credit Facility, appraised valuesof our vessels have declined significantly, which has reduced the amounts that we are permitted to borrow pursuant to theborrowing limits and conditions under these senior secured credit facilities. Any reductions in the amounts that we arepermitted to borrow under our credit facilities may negatively affect our liquidity. As of December 31, 2016, we had an aggregate amount of up to approximately $190.0 million of availableborrowings under the Korean Export Credit Facility (subject to borrowing limits and other conditions described below) forthe purpose of financing future deliveries of three VLCC newbuilding vessels with remaining installment payments of$143.2 million. Subsequent to December 31, 2016, we took delivery of two VLCC newbuilding vessels. Following thesedeliveries, we have an aggregate amount of up to approximately $63.0 million of available borrowings under the KoreanExport Credit Facility for the purpose of financing delivery of one VLCC newbuilding vessel with remaining installmentpayments of $48.2 million. Based on the valuation of our vessels from appraisals of February 27, 2017, we estimate that ouravailable borrowings under the Korean Export Credit Facility for this one future delivery will be limited to approximately$49.2 million. To the extent vessel values decline further, we estimate that our potential borrowings under the Korean ExportCredit Facility would be reduced by $0.60 for each $1.00 decline in appraised value. We are subject to various collateral maintenance, financial and other covenants under our senior secured creditfacilities as further described below. Under our refinancing facility and Korean Export Credit Facility, we are subject to aminimum cash balance covenant pursuant to which we are not permitted to allow the sum of (A) our cash and cashequivalents plus (B) amounts deposited in segregated debt service reserve accounts relating to the Korean Export CreditFacility and the Amended Sinosure Credit Facility (valued at 50% of par) to be less than the greater of (i) $50 million or (ii)5% of our total indebtedness. Under our Amended Sinosure Credit Facility, we are subject to a minimum cash balancecovenant pursuant to which we are not permitted to allow the sum of (A) our unrestricted cash and cash equivalents plus (B)amounts deposited in segregated debt service reserve accounts relating to the Korean Export Credit Facility and theAmended Sinosure Credit Facility (valued at 50% of par) to be less than the greatest of (i) $50 million, (ii) 5% of our totalindebtedness and (iii) $1.5 million per vessel delivered under the Amended Sinosure Credit Facility (which was $9 million asof December 31, 2016). As of December 31, 2016, the minimum amount required under these credit facilities was $79.1million. In addition, under our refinancing facility, Korean Export Credit Facility and Amended Sinosure Credit Facility, ourunrestricted cash and cash equivalents must be at least $25 million. As of December 31, 2016, we are in compliance with ourminimum cash balance covenants. As of that date, we had cash and cash equivalents, which included $26.9 million held insegregated debt service reserve accounts, of $94.7 million. We are also subject to a debt service coverage ratio covenant under our Amended Sinosure Credit Facility pursuantto which our ratio of consolidated EBITDA to the aggregate scheduled principal repayments and cash interest expense forconsolidated indebtedness, each as defined in the Amended Sinosure Credit Facility, must be no less than 1.10. We refer tothis ratio as the “Debt Service Coverage Ratio.” As of December 31, 2016, we are in compliance with our debt servicecoverage ratio covenant. For the 12 month testing period, as defined in the Amended Sinosure Credit Facility, endedDecember 31, 2016, our Debt Service Coverage Ratio was 1.52. Under our senior secured credit facilities, we are subject to collateral maintenance covenants pursuant to which theaggregate appraised value of vessels pledged as collateral under each senior secured credit facility may not be less thancertain specified amounts. Under the refinancing facility, the appraised value of pledged vessels may not be less than 135%through September 3, 2017 and 140% thereafter of the aggregate principal amount of outstanding loans under the seniorsecured credit facility. Under the Korean Export Credit Facility, the appraised value of pledged vessels may not be less than135% through August 30, 2017 and 140% thereafter of the aggregate principal amount of outstanding loans under the creditfacility. Under the Amended Sinosure Credit Facility, the appraised value of pledged vessels may not be less than 135% ofthe aggregate principal amount of outstanding loans under the credit facility. As of February83 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents27, 2017, we are in compliance with our collateral maintenance covenants. We estimate that we would not have been incompliance with the collateral maintenance covenants as of that date if the valuation of our collateral under the refinancingfacility, Korean Export Credit Facility and Amended Sinosure Credit Facility from appraisals of February 27, 2017 were todecline by approximately 1.1%, 5.4% and 0.3%, respectively. In the event of continued weakness in charter rates and vessel values, if the current market environment declinesfurther or does not recover sufficiently and/or because of the potential timing of receipt of payments and requiredexpenditures, there is a possibility that we may not comply with these covenants as early as the first half of 2017 absentwaivers or amendments to our senior secured credit facilities or obtaining additional capital. To address these issues, weintend to pursue alternatives which may include potential dispositions of vessels and/or newbuildings, strategic transactionsto strengthen our capital structure, waivers or amendments from our lenders and/or other options. Any such transactions maybe subject to conditions. If market or other conditions are not favorable, we may be unable to complete any such transactionsor obtain waivers or amendments from our lenders on acceptable terms or at all. Absent such waivers or amendments, if we do not comply with these covenants and fail to cure our non-compliancefollowing applicable notice and expiration of applicable cure periods, we would be in default of one or more of our seniorsecured credit facilities. If such a default occurs, we may also be in default under our unsecured senior notes. Each of ourcurrent debt facilities contain cross default provisions that could be triggered by our failure to comply with these covenants.As a result, some or all of our indebtedness could be declared immediately due and payable. We may not have sufficientassets available to satisfy our obligations. Substantially all of our assets are pledged as collateral to our lenders, and ourlenders may seek to foreclose on their collateral if a default occurs. We may have to seek alternative sources of financing onterms that may not be favorable to us or that may not be available at all. Therefore, we could experience a material adverseeffect on our business, financial condition, results of operations and cash flows. Moreover, in the event we are in default, we will not be able to borrow additional amounts under our Korean ExportCredit Facility. If we are unable to borrow under this senior secured credit facility, our ability to finance our remaining VLCCnewbuilding could be materially adversely affected. If for any reason we fail to make an installment payment under ourshipbuilding contracts when due, which may result in a default under our shipbuilding contracts, we would be preventedfrom taking delivery of the final newbuilding vessel and realizing potential revenues from this vessel, we could lose all or aportion of any payments previously paid by us in respect of this vessel and we could be liable for any additional damagesresulting from a breach by us of the contracts. We may also lose any equipment provided to the shipyard as buyers’ suppliesfor installation by the shipyard on the vessel. We believe that our current cash balance as well as operating cash flows and future borrowings under our seniorsecured credit facilities will be sufficient to meet our liquidity needs for the next year. See Note 14, LONG-TERM DEBT, tothe consolidated financial statements in Item 8 for more information relating to the shipbuilding contracts for the VLCCnewbuildings. Our business is capital intensive and our future success will depend on our ability to maintain a high‑quality fleetthrough the acquisition of newer vessels and the selective sale of older vessels. These acquisitions will be principally subjectto management’s expectation of future market conditions as well as our ability to acquire vessels on favorable terms. In thefuture, we may engage in additional debt or equity financing transactions to fund such acquisitions or raise funds for othercorporate purposes. However, there is no assurance that we will be able to obtain any such financing on terms acceptable tous, or at all. Equity Issuances On May 7, 2015, in connection with the consummation of the 2015 merger, all shares of Class A Common Stock andClass B Common Stock were converted to a single class of common stock on a one-to-one basis upon the filing of our ThirdAmended and Restated Articles of Incorporation. At the closing of the 2015 merger, we deposited into an account maintainedby the 2015 merger exchange and paying agent, in trust for the benefit of Navig8 Crude’s former shareholders, 31,233,170shares of our common stock and $4.5 million in cash. During the period from May 8, 2015 (post-merger) to December 31,2015, all of these shares, 232,819 additional shares and $1.2 million in cash were issued to former shareholders of Navig8Crude as merger consideration and $3.3 million of cash was returned to us from84 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe trust account since the former holders of more than 99.0% of Navig8 Crude’s shares received our shares as consideration.Additionally, during the year ended December 31, 2016, 1,789 shares were issued to former shareholders of Navig8 Crude. Asof December 31, 2016, $1.2 million in cash and 31,467,778 shares were issued to former shareholders of Navig8 Crude asmerger consideration. As of December 31, 2016, $3.0 thousand of cash remained in the trust account. In connection with the 2015 merger agreement, until 24 months following the anniversary of the closing of the 2015merger, we are required, subject to a maximum amount of $75 million and a deductible of $5 million, to indemnify anddefend General Maritime’s or Navig8 Crude’s shareholders, in each case immediately prior to the 2015 merger, in respect ofcertain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior to the closingof the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to suchindemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal tothe amount of the indemnified loss and may result in dilution to certain shareholders. Debt Financings Refinancing Facility. On September 3, 2015, we entered into a term loan facility, which we refer to as the“refinancing facility,” dated as of September 3, 2015, by and among Gener8 Maritime Sub II, as borrower, Gener8 Maritime,Inc., as parent, the lenders party thereto, and Nordea Bank AB (publ), New York Branch as Facility Agent and CollateralAgent in order to refinance (i) the $508M credit facility and (ii) the $273M Credit Facility. The refinancing facility providesfor term loans up to the aggregate approximate amount of $581.0 million, which were fully drawn on September 8, 2015. Inconnection with the sale of four vessels during the year ended December 31, 2016, we repaid $60.3 million of borrowingsunder the refinancing facility. As of December 31, 2016, $408.3 million was outstanding under the refinancing facility. Theloans under the refinancing facility will mature on September 3, 2020. The refinancing facility bears interest at a rate per annum based on LIBOR plus a margin of 3.75% per annum. Ifthere is a failure to pay any amount due on a loan under the refinancing facility, interest shall accrue at a rate 2.00% higherthan the interest rate that would otherwise have been applied to such amount. The refinancing facility is secured on a firstlien basis by a pledge of our interest in Gener8 Maritime Sub II, a pledge by Gener8 Maritime Sub II of its interests in the 21vessel-owning subsidiaries it owns, which we refer to as the “Gener8 Maritime Sub II vessel owning subsidiaries,” and apledge by such Gener8 Maritime Sub II vessel owning subsidiaries of substantially all their assets, and is guaranteed byGener8 Maritime, Inc. and the Gener8 Maritime Sub II vessel owning subsidiaries. In addition, the refinancing facility issecured by a pledge of certain of our and Gener8 Maritime Sub II vessel owning subsidiaries’ respective bank accounts. As ofDecember 31, 2016, the Gener8 Maritime Sub II Vessel Owning Subsidiaries owned five VLCCs, ten Suezmax vessels, fourAframax vessels and two Panamax vessels. Gener8 Maritime Sub II is obligated to repay the refinancing facility in 20 consecutive quarterly installments, whichcommenced on December 31, 2015, on each January 15, April 15, July 15, and October 15, until it is fully repaid. Gener8Maritime Sub II is also required to prepay the refinancing facility upon the occurrence of certain events, such as a sale ofvessels held as collateral or total loss of a vessel. We are required to comply with various collateral maintenance and financial covenants under the refinancingfacility, including with respect to its maximum leverage ratio, minimum cash balance and an interest expense coverage ratiocovenant. The refinancing facility also requires us to comply with a number of customary covenants, including covenantsrelated to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining requiredinsurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of thecollateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance ofcertain equity interests; limitations on restricted payments; limitations on transactions with affiliates; and other customarycovenants and related provisions. The refinancing facility also contains certain restrictions on payments of dividends and prepayments of theindebtedness under the Note and Guarantee Agreement. We are permitted to pay dividends and make prepayments under theNote and Guarantee Agreement so long as we satisfy certain conditions under our refinancing facility’s minimum cashbalance and collateral maintenance tests subject to a cap of 50% of consolidated net income earned after the closing85 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsdate of the refinancing facility. For purposes of calculating consolidated net income, consolidated net income will beadjusted, without duplication, by adding noncash interest expense and amortization of other fees and expenses; amountsattributable to impairment charges on intangible assets, including amortization or write-off of goodwill; non-cashmanagement retention or incentive program payments; non-cash restricted stock compensation; and losses on minorityinterests or investments less gains on such minority interests or investments. We are also permitted to pay dividends in anamount not to exceed net cash proceeds received from our issuance of equity after the date of the refinancing facility. Wemay also make prepayments under the Note and Guarantee Agreement from the proceeds received from sale of assets so longas we satisfy certain conditions under our minimum cash balance and collateral maintenance tests. Further, we are allowed torefinance the Note and Guarantee Agreement subject to certain restrictions and pay the outstanding indebtedness under theNote and Guarantee Agreement on the maturity date of the Note and Guarantee Agreement. The refinancing facility includes customary events of default and remedies for senior secured credit facilities of thisnature, including an event of default if a change of control occurs. In addition to other customary events that wouldconstitute a change of control, a change of control under the refinancing facility would occur if a change of control, asdefined in any indebtedness in excess of an aggregate principal amount of $20.0 million, occurs and such indebtednessbecomes due and payable prior to its stated maturity date as a result of such change of control. If we do not comply with ourfinancial and other covenants under the refinancing facility, the lenders may, subject to various customary cure rights,require the immediate payment of all amounts outstanding under the refinancing facility. On December 15, 2016, we amended the refinancing facility to change the amortization payment dates under thefacility. Korean Export Credit Facility. On September 3, 2015, we entered into a term loan facility, which we refer to asthe “Korean Export Credit Facility,” dated as of August 31, 2015, by and among our wholly-owned subsidiary, Gener8Maritime Subsidiary VIII Inc., referred to in this report as “Gener8 Maritime Sub VIII,” as borrower; Gener8 Maritime, Inc., asthe parent guarantor; our wholly-owned subsidiary, Gener8 Maritime Sub V, as the borrower’s direct sole shareholder; theborrower’s 15 wholly-owned subsidiary owner guarantors party thereto; Citibank, N.A. and Nordea Bank AB (publ), NewYork Branch, as global co-ordinators; Citibank, N.A. and Nordea Bank AB (publ), New York Branch, as bookrunners;Citibank, N.A., London Branch as ECA co-ordinator and ECA agent; Nordea Bank Finland Plc, New York Branch ascommercial tranche co-ordinator; Nordea Bank AB (publ), New York Branch as facility agent; Nordea Bank AB (publ), NewYork Branch as security agent; The Export-Import Bank of Korea, or “KEXIM”; the commercial tranche bookrunners partythereto; the mandated lead arrangers party thereto; the lead arrangers party thereto; the banks and financial institutionsnamed therein as original lenders; and the banks and financial institutions named therein as hedge counterparties, to fund aportion of the remaining installment payments due under shipbuilding contracts for 15 VLCC newbuildings owned by us atthat time. The Korean Export Credit Facility provides for term loans up to the aggregate approximate amount of $963.7million, which is comprised of a tranche of term loans, which we refer to as the “commercial tranche,” to be made availableby a syndicate of commercial lenders up to the aggregate approximate amount of $282.0 million, a tranche of term loans,which we refer to as the “KEXIM guaranteed tranche,” to be fully guaranteed by KEXIM up to the aggregate approximateamount of up to $139.7 million, a tranche of term loans, which we refer to as the “KEXIM funded tranche,” to be madeavailable by KEXIM up to the aggregate approximate amount of $197.4 million, and a tranche of term loans, which we referto as the “K-Sure tranche,” insured by Korea Trade Insurance Corporation, or “K-Sure,” up to the aggregate approximateamount of $344.6 million. On October 20, 2016, we entered into an amendment to the Korean Export Credit Facility to revisethe change of control provision, to reflect the terms described below. At or around the time of delivery of each VLCC newbuilding specified in the Korean Export Credit Facility, a loanwill be available to be drawn under the Korean Export Credit Facility in an amount equal to the lowest of (i) 65% of the finalcontract price of such VLCC newbuilding, (ii) 65% of the maximum contract price of such VLCC newbuilding and (iii) 60%of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding. Werefer to such loan described under the caption “Korean Export Credit Facility” as a “vessel loan.” Each vessel loan will beallocated pro rata to each lender of the commercial tranche, KEXIM guaranteed tranche, KEXIM funded tranche and K-Suretranche based on their commitment, other than the vessel loans to fund the deliveries of Gener8 Hector and Gener8 Nestor,which were fully funded by the lenders of the Commercial Tranche. Our ability to utilize these funds is subject to the actualdelivery of the vessel. As of December 31, 2016, Gener8 Maritime Sub VIII86 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsborrowed approximately $658.6 million to fund the delivery of 12 vessels. Between January 1, 2017 and March 10, 2017,Gener8 Maritime Sub VIII borrowed an additional approximately $100.1 million to fund the delivery of two vessels. Each vessel loan will mature, in respect of the commercial tranche, on the date falling 60 months from the date ofborrowing of that vessel loan and, in respect of the other tranches, on the date falling 144 months from the date of borrowingof that vessel loan. KEXIM and K-Sure have the option of requiring prepayment of their respective tranches if the commercialtranche is not, upon its termination date, fully refinanced or renewed by the commercial lenders. Upon exercise of suchoption, all outstanding amounts under the relevant tranche must be repaid upon the termination date of the commercialtranche. The Korean Export Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of, in relation tothe commercial tranche, 2.75% per annum, in relation to the KEXIM guaranteed tranche, 1.50% per annum, in relation to theKEXIM funded tranche, 2.60% per annum and in relation to the K-Sure tranche, 1.70% per annum. If there is a failure to payany amount due on a vessel loan, interest shall accrue at a rate 2.00% higher than the interest rate that would otherwise havebeen applied to such amount. The Korean Export Credit Facility is secured on a first lien basis by a pledge of our interest inGener8 Maritime Sub V, a pledge by Gener8 Maritime Sub V of its interests in Gener8 Maritime Sub VIII, a pledge by Gener8Maritime Sub VIII of its interests in its 15 wholly-owned subsidiaries owning or intended to own vessels or newbuildings,which we refer to as the Gener8 Maritime Sub VIII vessel owning subsidiaries,” and a pledge by such Gener8 Maritime SubVIII vessel owning subsidiaries of substantially all their assets, and is guaranteed by us, Gener8 Maritime Sub V and theGener8 Maritime Sub VIII vessel owning subsidiaries. In addition, the Korean Export Credit Facility is secured by a pledge ofcertain of our and Gener8 Maritime Sub VIII’s vessel owning subsidiaries’ respective bank accounts. As of December 31,2016, Gener8 Maritime Sub VIII was party to a ship delivery agreement with Gener8 Maritime Subsidiary Inc. (our wholly-owned subsidiary and the party to shipbuilding contracts for the three newbuildings yet to be delivered as of December 31,2016) Gener8 Maritime Sub VIII is obligated to repay the commercial tranche of each vessel loan in 20 equal consecutivequarterly installment (excluding a final balloon payment equal to 2/3 of the applicable vessel loan) of such vessel loan and isobligated to repay the KEXIM guaranteed tranche, the KEXIM funded tranche and the K-Sure tranche of each vessel loan in48 equal consecutive installments. Gener8 Maritime Sub VIII is also required to prepay vessel loans upon the occurrence ofcertain events, including a default under a shipbuilding contract, a sale or total loss of a vessel, and upon election by themajority lenders, upon a change of control. A change of control will occur under the Korean Export Credit Facility if, at any time, none of (i) PeterGeorgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of our Board. For example, since Mr.Brocklesby is not currently a member of the Board, a change of control would occur should Mr. Georgiopoulos and Mr.Busch both resign or be removed from the board, decline to stand for reelection or fail to be reelected to the board, die orotherwise cease to remain as our directors for any reason. In the event of a change of control, the majority lenders may elect todeclare all amounts outstanding under the vessel loans to be immediately due and payable and, in the event of non-payment,proceed against the collateral securing such loans. The lenders may make this election at any time following the occurrenceof a change of control. We are also subject to various collateral maintenance, financial and other covenants, restrictions on payments ofdividends, events of default and remedies that are substantially the same as those contained in the refinancing facility. Amended Sinosure Credit Facility. On December 1, 2015, we entered into a term loan facility, dated as ofNovember 30, 2015, which we amended on June, 29, 2016, and which we refer to as the “Amended Sinosure Credit Facility,”by and among our wholly-owned subsidiary, Gener8 Maritime Subsidiary VII Inc., as borrower, referred to in this report as“Gener8 Maritime Subsidiary VII”; Gener8 Maritime, Inc., as the parent guarantor; the borrower’s four wholly-ownedsubsidiary owner guarantors party thereto; Citibank, N.A. and Nordea Bank AB (publ), New York Branch, as global co-ordinators; Citibank, N.A., as bookrunner; Citibank, N.A., London Branch as ECA co-ordinator and ECA agent; Nordea BankAB (publ), New York Branch as facility agent and security agent; The Export-Import Bank of China; the mandated leadarrangers party thereto; the banks and financial institutions named therein as original lenders; and the banks and financialinstitutions named therein as hedge counterparties, to fund a portion of the87 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsremaining installment payments due under shipbuilding contracts for five VLCC newbuildings which were built at Chineseshipyards and to refinance the $60.2 million outstanding under a senior secured credit facility with Citibank, N.A, which isdescribed in more detail below. The amendment on June 29, 2016, among other things, provided for two additional term loantranches for purposes of financing deliveries of two VLCC newbuilding vessels, the Gener8 Chiotis and the Gener8Miltiades. The Amended Sinosure Credit Facility provided for term loans up to the aggregate approximate amount of $385.2million. As of December 31, 2016, Gener8 Maritime Subsidiary VII borrowed approximately $340.4 million to fund thedelivery of five vessels and refinanced the previously mentioned credit facility, and no further borrowings were available. Loans under the Amended Sinosure Credit Facility were drawn down at or around the time of delivery of theapplicable VLCC newbuilding, which we refer to as “delivery loans,” as well as at the time we refinanced the CitibankFacility (as defined below), which we refer to as the “refinancing loan”. We refer to each delivery loan and refinancing loandescribed under the caption “Amended Sinosure Credit Facility” as a “vessel loan.” Each vessel loan was allocated pro ratato each lender based on its commitments. Each vessel loan will mature on the date falling 144 months from the date ofborrowing of that vessel loan. The Amended Sinosure Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of 2.00% perannum. If there is a failure to pay any amount due on a vessel loan, interest shall accrue at a rate 2.00% higher than theinterest rate that would otherwise have been applied to such amount. The Amended Sinosure Credit Facility is secured on a first lien basis by a pledge of our interest in Gener8 MaritimeSubsidiary VII, a pledge by Gener8 Maritime Subsidiary VII of its interests in its six wholly-owned subsidiaries owning orintended to own vessels or newbuildings (the “Gener8 Maritime Subsidiary VII Vessel Owning Subsidiaries”) and a pledgeby such Gener8 Maritime Subsidiary VII Vessel Owning Subsidiaries of substantially all their assets, and is guaranteed by usand the Gener8 Maritime Subsidiary VII Vessel Owning Subsidiaries. In addition, the Amended Sinosure Credit Facility issecured by a pledge of certain of our and Gener8 Maritime Subsidiary VII Vessel Owning Subsidiaries’ respective bankaccounts. Gener8 Maritime Subsidiary VII is obligated to repay each vessel loan in equal consecutive quarterly installments(excluding a final balloon payment equal to 20% of the applicable vessel loan), each in an amount equal to 1 2/3% of suchvessel loan, on each of March 21, June 21, September 21 and December 21 until its maturity date. On the maturity date,Gener8 Maritime Subsidiary VII is obligated to repay the remaining amount that is outstanding under each vessel loan.Gener8 Maritime Subsidiary VII is also required to prepay vessel loans upon the occurrence of certain events, including adefault under a shipbuilding contract, a sale or total loss of a vessel and, upon election by The Export-Import Bank of Chinaand one other lender, upon a change of control. A change of control will occur under the Amended Sinosure Credit Facility if, at any time, none of (i) PeterGeorgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of our Board. For example, since Mr.Brocklesby is not currently a member of the Board, a change of control would occur should Mr. Georgiopoulos and Mr.Busch both resign or be removed from the board, decline to stand for reelection or fail to be reelected to the board, die orotherwise cease to remain as our directors for any reason. In the event of a change of control, The Export-Import Bank ofChina along with one other lender could elect to declare all amounts due under the vessel loans to be immediately due andpayable and, in the event of non-payment, proceed against the collateral securing such loans. This election may be made atany time following the occurrence of a change of control. We are also subject to various collateral maintenance, financial and other covenants, restrictions on payments ofdividends, events of default and remedies that are substantially the same as those contained in the refinancing facility. Senior Notes. On March 28, 2014, we and our wholly‑owned subsidiary Gener8 Maritime Subsidiary V Inc.(formerly known as VLCC Acquisition I Corporation and referred to in this report as “Gener8 Maritime Sub V”) entered into aNote and Guarantee Agreement with affiliates of BlueMountain Capital Management, LLC which we refer to as the “notepurchasers,” which has been amended from time to time. Pursuant to the Note and Guarantee Agreement, we issued seniorunsecured notes due 2020 on May 13, 2014 in the aggregate principal amount of $131.6 million to the note purchasers forproceeds of approximately $125 million (before fees and expenses), after giving effect to the original88 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsissue discount provided for in the Note and Guarantee Agreement. We refer to these notes as the “senior notes.” Interest onthe senior notes accrues at the rate of 11.0% per annum in the form of an automatic increase in the principal amount of eachoutstanding senior note. A noteholder may, at any time, request that all of the principal amount owing to such noteholder beevidenced by senior notes. If we at any time irrevocably elect to pay interest in cash for the remainder of the life of the seniornotes, interest on the senior notes will thereafter accrue at the rate of 10.0% per annum. The senior notes, which areunsecured, are guaranteed by Gener8 Maritime Sub V and its subsidiaries. The Note and Guarantee Agreement provides thatall proceeds of the senior notes shall be used to pay transaction costs and expenses and the remaining consideration payablein connection with the shipbuilding contracts for the 2014 acquired VLCC newbuildings or the “2014 acquired VLCCshipbuilding contracts.” See Note 14, LONG-TERM DEBT, to the consolidated financial statements in Item 8 for furtherinformation regarding our 2014 acquired VLCC newbuildings. The Note and Guarantee Agreement requires us to comply with a number of customary covenants, includingcovenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintainingproperties and required insurances; compliance with laws (including environmental); compliance with ERISA; performanceof obligations under the terms of each mortgage, indenture, security agreement and other debt instrument by which we arebound; payment of taxes; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations onissuance of certain equity interests and other restricted payments; limitations on additional indebtedness; limitations ontransactions with affiliates; and other customary covenants. The Note and Guarantee Agreement allows for the incurrence ofadditional indebtedness or refinancing of existing indebtedness upon the reduction of the loan to value ratio set forth thereinto or below certain thresholds. The Note and Guarantee Agreement includes customary events of default and remedies for facilities of this nature. Ifwe do not comply with various covenants under the Note and Guarantee Agreement, the note purchasers may, subject tovarious customary cure rights, declare the unpaid principal amounts of the senior notes plus any accrued and unpaid interestand any make‑whole amounts, as applicable, immediately due and payable. We have the option to redeem up to 35.0% of the principal amount of the senior notes with the proceeds of anequity offering at a redemption price of 110.5% in principal amount, subject to certain terms and conditions set forth in theNote and Guaranty Agreement. Additionally, we have the option to prepay the senior notes at any time. However, if they arepaid prior to May 13, 2016 (other than with the proceeds of an equity offering as described above) we will be obligated topay a make‑whole premium provided for in the Note and Guarantee Agreement. If we redeem the notes during periods fromMay 13, 2016 to May 12, 2017, from May 13, 2017 to May 12, 2018 and from May 13, 2018 to May 12, 2019 we will beobligated to pay redemption premiums of 9.0%, 6.0% and 3.0% respectively. On February 17, 2016, we entered into an amendment to the Note and Guarantee Agreement, which permitted us toenter into an agreement to sell, lease or otherwise dispose of any of its vessels without first obtaining consent from the notepurchasers so long as immediately after the disposition, Gener8 Maritime Sub V and its subsidiaries continue to own at leastfive of the 2014 acquired VLCC shipbuilding contracts and/or vessels resulting therefrom. Under this amendment, we mustalso provide the note purchasers prompt notice after any disposition. As of December 31, 2016, the unamortized discount on the senior notes was $4.9 million, which we amortize asadditional interest expense until March 28, 2020. Interest expense, including amortization of the discount, amounted to$49.6 million (including $0.8 million amortization of the discount), $15.9 million (including $0.6 million amortization ofthe discount) and $9.6 million (including $0.3 million amortization of the discount) during the years ended December 31,2016, 2015 and 2014, respectively. Interest Rate Swap Agreements.During fiscal 2016, we entered into six interest rate swap transactions, which areintended to be cash flow hedges that effectively fix the interest rates for the refinancing facility, the Korean Export CreditFacility and the Amended Sinosure Credit Facility. The interest rate swap transactions were each confirmed under an ISDAMaster Agreement, as published by the International Swaps and Derivatives Associations, Inc., including the Schedulethereto and related documentation containing customary representations, warranties and covenants. We may modify orterminate any of the foregoing interest rate swap transactions or enter into additional swap transactions in accordance withtheir terms in the future from time to time. See Note 9, FINANCIAL INSTRUMENTS, to the consolidated financial statementsin Item 8 for more details about these interest rate swaps.89 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Citibank Facility. On October 21, 2015, we entered into a term loan facility, which we refer to as the “CitibankFacility,” dated as of October 21, 2015, by and among our wholly-owned subsidiary, Gener8 Maritime Subsidiary VII;Gener8 Maritime, Inc. as parent; the lenders party thereto; and Citibank, N.A., New York Branch as Facility Agent andCollateral Agent in order to fund a portion of the remaining installment payments due under the shipbuilding contract for theGener8 Strength, which was delivered on October 29, 2015. The Citibank Facility provided for term loans up to theaggregate approximate amount of $60.2 million, which were drawn on October 23, 2015. On December 30, 2015, we fullyrepaid the $60.6 million outstanding under the Citibank Facility (including interest). As a result, the Citibank Facility is nolonger outstanding and all liens on the Gener8 Strength thereunder were released. Dividend Policy We have not declared or paid any dividends since the fourth quarter of 2010. In order to pay dividends, we will berequired to satisfy certain financial and other requirements under our debt instruments. While we currently intend to retain future earnings, if any, for use in the operation and expansion of our business, wewill evaluate the option to adopt a policy to pay cash dividends from time to time. However, any future dividend policy issubject to the discretion of the Board and restrictions under our debt instruments and under Marshall Islands law. Anydetermination to pay or not pay cash dividends will also depend upon then‑existing conditions, including our results ofoperations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions on ourability to pay dividends and other factors our board of directors may deem relevant. Any such determination will also besubject to review, modification or termination at any time and from time to time. In addition, Marshall Islands law generallyprohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received forthe sale of shares above the par value of the shares), when a company is insolvent or if the payment of the dividend wouldrender the company insolvent. Cash and Working Capital Our cash and cash equivalents decreased by $62.8 million to $94.7 million as of December 31, 2016 from$157.5 million as of December 31, 2015. This decrease was primarily due to payments in respect of the VLCC newbuildingsof $981.0 million (including capitalized interest) and the payment of $26.0 million of deferred financing costs, partiallyoffset by the net borrowing of $607.1 million, $86.9 million of proceeds from the sale of the Gener8 Consul, Genmar Victory,Genmar Vision and Gener8 Spyridon during the year ended December 31, 2016 and the net cash provided by operatingactivities during the year ended December 31, 2016 of $259.4 million. Working capital is current assets (inclusive of cash and cash equivalents) minus current liabilities. Our working capital increased by $9.2 million to $(1.3) million as of December 31, 2016 from $(10.5) million as ofDecember 31, 2015. This increase in working capital was due primarily to a decrease in accounts payable and accruedexpenses of $99.2 million to $34.0 million as of December 31, 2016 compared to $133.2 million as of December 31, 2015,which was primarily attributable to a decrease in accrued supervision and milestone payments during fiscal 2016 ascompared to the prior year period. Also contributing to the increase in working capital was an increase in Due from Navig8pools, net of $22.7 million and an increase in assets held for sale of $13.2 million related to the sale of the Gener8 Ulysses asof December 31, 2016. The increase in working capital was partially offset by an increase in the current portion of long-termdebt of $45.6 million to $181.0 million as of December 31, 2016, compared to $135.4 million as of December 31, 2015 andthe inclusion of $1.6 million of current liabilities related to the interest rate swap agreements entered in the second quarter of2016. Cash Flows from Operating Activities. Net cash provided by operating activities was $258.9 million for fiscal2016 which resulted from net income of $67.3 million, plus non-cash charges to operations of $168.8 million, includinggoodwill impairment and loss on disposal of vessels, and a change in various assets and liabilities balances (adjusted for non-cash or non-operating activities) of $22.8 million, including a decrease in due from charterers and a decrease in accountspayable and other current liabilities. 90 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsNet cash provided by operating activities was $155.9 million for the year ended December 31, 2015 which resultedfrom a net income of $129.6 million, plus non-cash charges to operations of $82.0 million, and offset by a change in variousassets and liabilities balances (adjusted for non-cash or non-operating activities) of $55.7 million, including a decrease indue from charterers and a decrease in accounts payable and other current liabilities. Net cash used in operating activities was $11.8 million for the year ended December 31, 2014 which resulted from anet loss of $47.1 million and a change in various assets and liabilities balances (adjusted for non-cash or non-operatingactivities) of $34.2 million, offset by non-cash charges to operations of $69.5 million during the year. The change in variousassets and liabilities balances consisted primarily of the decrease in accounts payable and accrued expenses of $26.7 milliondiscussed above. Cash Flows from Investing Activities. Net cash used in investing activities was $903.0 million for fiscal 2016,which primarily consisted of capital spending on the VLCC newbuildings (including payments of capitalized interest) of$980.6 million, partially offset by $87.0 million proceeds from the sale of the Gener8 Consul, Genmar Victory, GenmarVision and Gener8 Spyridon during the year ended December 31, 2016. Net cash used in investing activities was $398.9 million for the year ended December 31, 2015, which primarilyconsisted of capital spending on the VLCC newbuildings (including payments of capitalized interest) of $410.0 million,payment of professional fees for the 2015 merger of $10.3 million and the 2015 merger cash consideration of $1.2 million,partially offset by the cash balance acquired upon the consummation of the 2015 merger in May 2015 of $28.9 million. Net cash used in investing activities was $238.0 million for the year ended December 31, 2014, which consistedprimarily of $255.2 million of capital spending on the 2014 acquired VLCC newbuildings and $5.5 million of capitalspending on vessel improvements and other fixed assets, partially offset by net proceeds from the sales of an Aframax vesseland a Suezmax vessel of $22.7 million. Cash Flows from Financing Activities. Net cash provided by financing activities was $581.2 million for fiscal2016, which primarily consisted of net proceeds from borrowings of $607.1 million, partially offset by the payment ofdeferred financing costs of $26.0 million related to the Refinancing Facility and the Korean Export Credit Facility. Net cash provided by financing activities was $252.9 million for the year ended December 31, 2015, whichprimarily consisted of proceeds, net of underwriters’ commission and other issuance costs, from the IPO of $214.4 million andnet borrowing of $83.1 million, partially offset by deferred financing costs of $44.7 million related to the RefinancingFacility and the Korean Export Credit Facility. Net cash provided by financing activities was $299.4 million for the year ended December 31, 2014, whichprimarily consisted of net proceeds from issuance of Class B common stock of $196.1 million and borrowings under seniornotes of $125.0 million, partially offset by the repayment of $21.4 million of outstanding borrowings under our $508Mcredit facility using the proceeds from the sales of an Aframax vessel and a Suezmax vessel. Capital Expenditures and Drydocking Drydocking. We incur expenditures to fund our drydock program of regularly scheduled in-water surveys ordrydocking necessary to preserve the quality of our vessels as well as to comply with international shipping standards andenvironmental laws and regulations. Vessels which are younger than 15 years are required to undergo in‑water surveysapproximately 2.5 years after a drydock and vessels are to be drydocked approximately every five years. Vessels 15 years orolder are to be drydocked approximately every 2.5 years in which case the additional drydocks take the place of these in-water surveys. During the years ended December 31, 2016 and 2015, we incurred $10.1 million and $9.3 million, respectively, ofdrydock related costs. We estimate that the expenditures to complete drydocks of vessels during 2017 will aggregate91 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsapproximately $37.4 million, and that such vessels will be off-hire for approximately 574 days in 2017 to effect thesedrydocks. For the year ending December 31, 2017, we anticipate that we will incur costs associated with in‑water intermediatesurveys on two vessels, and these vessels will be off‑hire for approximately 30 days in 2017 to effect these intermediatesurveys. The expenditures to complete intermediate surveys will be recorded as direct vessel operating expenses as incurred. Capital Improvements. During the years ended December 31, 2016 and 2015, we capitalized $9.3 million and $5.5million, respectively, relating to capital projects including environmental compliance equipment upgrades, satisfyingrequirements of oil majors and vessel upgrades. For the year ending December 31, 2017, we have budgeted approximately$12.7 million for such projects. The United States ratified Annex VI to the International Maritime Organization’s MARPOL Convention effective inOctober 2008, which entered into force for the United States on January 8, 2009. This Annex relates to emission standards forMarine Engines in the areas of particulate matter, NOx and SOx, and establishes Emission Control Areas. The emissionprogram is intended to reduce air pollution from ships by establishing a new tier of performance-based standards for dieselengines on all vessels and stringent emission requirements for ships that operate in coastal areas with air-quality problems.Annex VI includes a global cap on the sulfur content of fuel oil, and provides for stringent controls of sulfur emissions inEmission Control Areas. On October 27, 2016, the International Maritime Organization's Marine Environment ProtectionCommittee announced the results from a vote concerning the implementation of regulations mandating a reduction in sulfuremissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with low sulfurcontent. All of our vessels currently comply with Marpol Annex VI emission standards by burning 0.1% low sulfur fuel in themain engine, auxiliary engines, and boilers, which has resulted in increased fuel cost when operating in the Emission ControlAreas mentioned above. We currently receive additional compensation from charterers when using 0.1% low sulfur fuel. Wemay incur additional costs in the future depending on pricing and availability of low sulfur fuel, regulatory rule changes, or achange in the treatment of these costs by charterers, which may require modifications to the vessel or installation of scrubbersto continue to meet the required emission standards. Certain vessels in our fleet will require the installation of a Ballast Water Management System to meet regulatoryrequirements, which must be satisfied by the first scheduled dry‑docking after January 1, 2016.Our capital improvementsbudget for the year ending December 31, 2017 mentioned above includes $6.1 million for purchase of Ballast WaterManagement Systems equipment. We are currently evaluating the possible installation of energy saving devices when dry‑docking certain vessels.The installation of this equipment will be dependent on vessel age and performance, fuel pricing, and projected tankermarket conditions. Our capital improvements budget for the year ending December 31, 2017 (excluding installation of aBallast Water Management System) mentioned above includes approximately $6.6 million for such upgrades. Vessel Acquisitions and Disposals. As a result of the 2015 merger, we acquired 14 “eco” VLCC newbuildings inMay 2015. In March 2014 we acquired seven VLCC newbuildings from Scorpio Tankers, Inc. During the year endedDecember 31, 2016, we took delivery of 15 VLCC newbuildings and we sold two VLCC’s, one Handymax and one Suezmaxvessel in fiscal 2016. During the year ended December 31, 2015, we took delivery of one VLCC newbuilding. We sold oneAframax and one Suezmax vessel in fiscal 2014. Other Commitments. In 2004, we entered into a 15‑year lease for office space in New York, New York. In July2015, we entered into an amendment to such lease, which, among other things, extended the term of the lease for anadditional 5-year period (i.e., October 1, 2020 through September 30, 2025). The monthly rental is as follows: $0.1 millionper month from October 1, 2015 to September 30, 2020; and $0.2 million per month from October 1, 2020 to September 30,2025. The monthly straight-line rental expense is approximately $0.2 million, including amortization of the lease assetrecorded on May 17, 2012 associated with fresh-start accounting, for the period from May 18, 2012 to92 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSeptember 30, 2025. During the years ended December 31, 2016 and 2015, we recorded approximately $1.9 million and $2.0million, respectively of expense associated with this lease. The following is a tabular summary of our future contractual obligations as of December 31, 2016 for the categories set forthbelow: TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (dollars in thousands) Total 2017 2018-2019 2020-2021 ThereafterRefinancing facility $408,337 $102,084 $127,606 $178,647 $ —Korean Export Credit Facility 658,568 55,360 110,720 191,555 300,933Sinosure Credit Facility 340,443 23,579 47,158 47,158 222,548Interest expenses, except for senior notes (1) 281,240 52,553 89,876 63,607 75,204Senior notes 131,600 — — 131,600 —Interest expense of senior notes (1) 115,450 — — 115,450 —Shipbuilding contracts for the 2015 acquired VLCC newbuildings 143,226 143,226 — — —Supervision Agreements for the 2015 acquired VLCC newbuildings (2) 1,250 1,250 — — —Senior officer compensation agreements (3) 12,399 3,299 4,550 4,550 —Office Leases (4) 16,665 1,536 3,072 3,878 8,179Corporate Administration Agreement (5) 445 445 — — —Total commitments $2,109,623 $383,332 $382,982 $736,445 $606,864(1)Future interest payments on our refinancing facility are based on our outstanding balance using a borrowing LIBORrate of 0.92% as of December 31, 2016, plus the applicable margin of 3.75%. Future interest payments on ourKorean Export Credit Facility are based on our outstanding balance using a borrowing LIBOR rate of 1.23% as ofDecember 31, 2016, plus the applicable blended margin of 2.09%. Future interest payments on our AmendedSinosure Credit Facility are based on our outstanding balance using a borrowing LIBOR rate of 1.22% as ofDecember 31, 2016, plus the applicable margin of 2.00%. Interest on the senior notes accrues at the rate of 11.0%per annum in the form of additional senior notes and the balloon repayment is due 2020, except that if we at anytime irrevocably elect to pay interest in cash for the remainder of the life of the senior notes, interest on the seniornotes will thereafter accrue at the rate of 10.0% per annum. The amount of senior notes listed above represents itsface value upon issuance. The interest expense of senior notes listed above assumes the balloon repayment in 2020and accordingly includes the payment-in-kind interest of $43.0 million which has accrued as of December 31, 2016.Interest expense for the refinancing facility, Korean Export Credit Facility, and Amended Sinosure Credit Facilityinclude estimated effects related to our interest rate swaps. (2)Refers to supervision agreements of each of the acquired 2015 VLCC newbuilding owning subsidiaries with Navig8Shipmanagement Pte Ltd., which are described below under “—Related Party Transactions—Related PartyTransactions of Navig8 Crude Tankers, Inc.—Navig8 Supervision Agreements.” (3)Senior officer employment agreements are evergreen and renew for subsequent terms of one year. This tableexcludes future renewal periods. Amount in 2017 includes approximately $1.0 million of compensationexpense related to granted awards of stock options pursuant to the Company’s amended 2012 Equity Incentive Plan. (4)Reflects the July 2015 amendment to the lease for our office space in New York, New York. See “OtherCommitments” above for further information regarding this amendment. (5)Assumes termination of the Corporate Administration Agreement upon delivery of the last 2015 acquired VLCCnewbuilding in the remainder of 2017. Amounts are estimates and may vary based on actual delivery. Off‑Balance‑Sheet Arrangements As of December 31, 2016, other than as described above, we did not have any material off‑balance‑sheetarrangements as defined in Item 303(a)(4) of SEC Regulation S‑K. 93 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCritical Accounting Policies The discussion and analysis of our financial condition and results of operations is based upon our consolidatedfinancial statements, which have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America, or “GAAP.” The preparation of those financial statements requires us to make estimates and judgments thataffect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets andliabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions orconditions. Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result inmaterially different results under different assumptions and conditions. We have described below what we believe are ourmost critical accounting policies. REVENUE AND EXPENSE RECOGNITION—Our revenue and expense recognition policies for spot market voyagecharters, time charters and pool revenues are as follows: SPOT MARKET VOYAGE CHARTERS. Spot market voyage revenues are recognized on a pro rata basisbased on the relative transit time in each period. The period over which voyage revenues are recognized commencesat the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the nextdischarge port is completed. We do not begin recognizing revenue until a charter has been agreed to by thecustomer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port onits next voyage. We do not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided forin full at the time such losses become evident. Voyage expenses primarily include only those specific costs whichare borne by the Company in connection with voyage charters which would otherwise have been borne by thecharterer under time charter agreements. These expenses principally consist of fuel, canal and port charges which aregenerally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner whenloading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income ismeasured in accordance with the provisions of the respective charter agreements and the circumstances under whichdemurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains.Direct vessel operating expenses are recognized when incurred. At December 31, 2016 and December 31, 2015, wehave a reserve of approximately $1.9 million and $5.8 million, respectively, against its due from charterers balanceassociated with voyage revenues, including freight and demurrage revenues. TIME CHARTERS. Revenue from time charters is recognized on a straight‑line basis over the term of therespective time charter agreement. Direct vessel operating expenses are recognized when incurred. Time charteragreements require, among others, that the vessels meet specified speed and bunker consumption standards. Webelieve that there may be unasserted claims relating to its time charters of $0.4 million and $0.5 million as ofDecember 31, 2016 and December 31, 2015, respectively, for which we have reduced our amounts due fromcharterers to the extent that there are amounts due from charterers with asserted or unasserted claims or as an accruedexpense to the extent the claims exceed amounts due from such charterers. POOL REVENUES. Pool revenue is determined in accordance with the terms specified within each poolagreement. In particular, the pool manager aggregates the revenues and expenses of all of the pool participants anddistributes the net earnings to participants based on the following allocation key: ·The pool points (vessel attributes such as cargo carrying capacity, fuel consumption andconstruction characteristics are taken into consideration); and ·The number of days the vessel participated in the pool in the period. Vessels are chartered into the pool and receive net time charter revenue in accordance with the poolagreement. The time charter revenue is variable depending upon the net result of the pool and the pool points andtrading days for each vessel. The pool has the right to enter into voyage and time charters with external parties forwhich it receives freight and related revenue. It also incurs voyage costs such as bunkers, port costs94 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsand commissions. At the end of each period, the pool aggregates the revenue and expenses for all the vessels in thepool and distributes net revenue to the participants based on the results of the pool and the allocation key. Werecognize net pool revenue on a monthly basis, when the vessel has participated in a pool during the period and theamount of pool revenue for the month can be estimated reliably. VESSELS UNDER CONSTRUCTION— Vessels under construction represents the cost of acquiring contracts to buildvessels, installments paid to shipyards, certain other payments made to third parties and interest costs incurred during theconstruction of vessels (until the vessel is substantially complete and ready for its intended use). During the years endedDecember 31, 2016, 2015 and 2014, we capitalized interest expense associated with vessels under construction of $27.6million, $35.2 million and $9.0 million, respectively. GOODWILL—We follow the provisions of Financial Accounting Standards Board (“FASB”) Accounting StandardsCodification (“ASC”) 350-20-35, Intangibles—Goodwill and Other. This statement requires that goodwill and intangibleassets with indefinite lives be tested for impairment at least annually or when there is a triggering event and written downwith a charge to operations when the carrying amount of the reporting unit that includes goodwill exceeds the estimated fairvalue of the reporting unit. If the carrying value of the goodwill exceeds the reporting unit’s implied goodwill, such excessmust be written off. Goodwill as of December 31, 2016 and 2015 was $0 and $26.3 million, respectively. Change in vesselvalues during the interim period between December 31, 2015 and September 30, 2016, indicated circumstances changed thatwould more likely than not reduce the fair value of each reporting unit below its carrying amount. During the third quarter of2016 and in accordance with ASC 350-20-35, we considered the continued decline in the fair value of our fleet independentvaluations to be an indicator for goodwill impairment testing at the interim period. Accordingly, at September 30, 2016,goodwill was tested for potential impairment. As a result of the goodwill impairment test performed during the third quarterof 2016, it was determined that the carrying value for each reporting unit was higher than its fair value and therefore goodwillwas fully impaired, which resulted in a goodwill impairment of $23.3 million. Additionally, during the year ended December31, 2016, we recorded a $3.0 million goodwill write-off associated with the sale of the Genmar Victory and Genmar Vision,which were sold in August 2016. During the year ended December 31, 2015, it was determined that there was no goodwill impairment. As ofDecember 31, 2015, we had transferred $0.8 million of goodwill related to the Gener8 Consul to assets held for sale for theanticipated sale, which was finalized in February 2016. IMPAIRMENT OF LONG‑LIVED ASSETS—We follow FASB ASC 360‑10, Accounting for the Impairment orDisposal of Long‑Lived Assets, which requires impairment losses to be recorded on long‑lived assets used in operations whenindicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less thanthe asset’s carrying amount. In the evaluation of the future benefits of long‑lived assets, we perform an analysis of theanticipated undiscounted future net cash flows of the related long‑lived assets. If the carrying value of the related assetexceeds the undiscounted cash flows, the carrying value is reduced to its fair value. We estimate fair value primarily throughthe use of third party valuations performed on an individual vessel basis. Various factors, including the use of trailing10‑year industry average for each vessel class to forecast future charter rates and vessel operating costs, are included in thisanalysis. As of December 31, 2016, and in accordance with ASC 360-10, we obtained third-party independent valuations tocompare to our carrying value for our long-lived assets and determine if indicators of impairment for any vessel exist for theyear ended December 31, 2016. Based on the analysis performed, it was determined that the carrying value of our fleet washigher than the independent third-party valuations of our fleet. Therefore, it was determined that indicators exist for potentiallong-lived assets impairment for the year ended December 31, 2016. In accordance with ASC 360-10 and based on theindicator analysis mentioned above, we prepared an analysis which estimated the future undiscounted cash flows for eachvessel at December 31, 2016. Based on this analysis, which included consideration of our long-term intentions relative to ourvessels, including our assessment of whether we would drydock and continue to operate our older vessels, it was determinedthat there was no impairment loss in 2016. It was determined that there were no impairment indicators for the year ended December 31, 2015 and 2014. During2015 and 2014, we did not perform such analysis to estimate the future undiscounted cash flows for each vessel95 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsdue to the upward trend in vessel values and shipping rates and lack of indicators for vessel impairment during the period. DEFERRED DRYDOCK COSTS, NET—Approximately every thirty to sixty months, our vessels are required to bedry‑docked for major repairs and maintenance, which cannot be performed while the vessels are operating. We defer costsassociated with the drydocks as they occur and amortizes these costs on a straight‑line basis over the estimated periodbetween drydocks. Amortization of drydock costs is included in depreciation and amortization in the consolidatedstatements of operations. For the years ended December 31, 2016, 2015 and 2014, amortization was $7.2 million, $5.1million and $2.8 million, respectively. Accumulated amortization as of December 31, 2016 and 2015 was $13.9 million (netof $1.0 million write-off to assets held for sale related to the Gener8 Ulysses) and $8.8 million (net of $0.4 million write-off toassets held for sale related to the Gener8 Consul), respectively. We only include in deferred drydock costs those direct costs that are incurred as part of the drydock to meetregulatory requirements, or that are expenditures that add economic life to the vessel, increase the vessel’s earnings capacityor improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in theshipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydock or not, are expensed asincurred. INTEREST RATE RISK MANAGEMENT—We are exposed to interest rate risk through our variable rate creditfacilities. We use interest rate swaps, under which we pay a fixed rate in exchange for receiving a variable rate, to achieve afixed rate of interest on the hedged portion of our debt in order to increase our ability to forecast interest expense. Theobjective of these swaps is to help to protect us against changes in borrowing rates on our current credit facilities and anyreplacement floating rate LIBOR credit facility. Upon execution of the swaps, we designated the hedges as cash flow hedgesof benchmark interest rate risk under FASB ASC 815, Derivatives and Hedging, and we have established effectiveness testingand measurement processes. Changes in the fair value of the interest rate swaps are recorded as assets or liabilities, andeffective gains/losses are captured in a component of accumulated other comprehensive income (“OCI”) until reclassified tointerest expense when the hedged variable rate interest expenses are incurred. The ineffective portion of , if any, of thechange in fair value of our interest rate swap agreement is required to be recognized in earnings. We elected to classifysettlement payments as operating activities within the statement of cash flow. VESSELS’ CARRYING VALUE—The carrying value of each of our vessels does not represent the fair market value ofsuch vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under U.S.GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unlessand until we determine to sell that vessel or the vessel is impaired.96 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPursuant our senior secured credit facilities, we regularly submit to the lenders valuations of our vessels on anindividual charter free basis in order to calculate our compliance with the collateral maintenance covenants. Such a valuationis not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not berelied upon as such. In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and itscarrying value at December 31, 2016. All of our vessels had valuations for covenant compliance purposes under suchfacilities as of the most recent compliance testing date lower than their carrying values at December 31, 2016. The mostrecent compliance testing date was March 13, 2017 under such facilities for the three months ended December 31, 2016. Theamount by which the carrying value at December 31, 2016 of these vessels exceeded the valuation of such vessels ranged, onan individual vessel basis, from $1.3 million to $29.3 million per vessel, with an average of $14.2 million. Year Vessels Year Built Acquired Carrying Value (in thousands) Gener8 Orion (f/k/a Genmar Orion) 2002 2003 $23,036 Gener8 Argus (f/k/a Genmar Argus) 2000 2003 18,709 Gener8 Harriet G (f/k/a Genmar Harriet G) 2006 2006 34,756 Gener8 Horn (f/k/a Genmar Horn) 1999 2003 15,440 Gener8 Kara G (f/k/a Genmar Kara G) 2007 2007 36,019 Gener8 Phoenix (f/k/a Genmar Phoenix) 1999 2003 15,568 Gener8 St. Nikolas (f/k/a Genmar St. Nikolas) 2008 2008 39,039 Gener8 George T (f/k/a Genmar George T) 2007 2007 36,288 Gener8 Hercules (f/k/a Genmar Hercules) 2007 2010 52,896 Gener8 Atlas (f/k/a Genmar Atlas) 2007 2010 52,957 Gener8 Pericles (f/k/a Genmar Strength) 2003 2004 17,373 Gener8 Defiance (f/k/a Genmar Defiance) 2002 2004 15,430 Gener8 Poseidon (f/k/a Genmar Poseidon) 2002 2010 31,624 Gener8 Zeus 2010 2010 68,018 Gener8 Maniate (f/k/a Genmar Maniate) 2010 2010 46,152 Gener8 Compatriot (f/k/a Genmar Compatriot) 2004 2008 15,094 Gener8 Companion (f/k/a Genmar Companion) 2004 2008 15,168 Gener8 Elektra (f/k/a Genmar Elektra) 2002 2008 15,305 Gener8 Daphne (f/k/a Genmar Daphne) 2002 2008 15,372 Gener8 Spartiate (f/k/a Genmar Spartiate) 2011 2011 50,232 Gener8 Neptune 2015 2015 104,997 Gener8 Athena 2015 2015 105,874 Gener8 Strength 2015 2015 103,655 Gener8 Apollo 2016 2016 106,853 Gener8 Ares 2016 2016 107,056 Gener8 Hera 2016 2016 107,637 Gener8 Supreme 2016 2016 104,576 Gener8 Success 2016 2016 99,608 Gener8 Constantine 2016 2016 111,875 Gener8 Nautilus 2016 2016 102,828 Gener8 Andriotis 2016 2016 100,358 Gener8 Chiotis 2016 2016 101,861 Gener8 Macedon 2016 2016 105,183 Gener8 Perseus 2016 2016 111,376 Gener8 Oceanus 2016 2016 113,331 Gener8 Noble 2016 2016 106,409 Gener8 Miltiades 2016 2016 102,825 Gener8 Theseus 2016 2016 112,932 97 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsRecent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-15-Statement of Cash Flows(Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is effective for fiscal yearsbeginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entitiesmust apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest datepracticable if retrospective application would be impracticable. We are currently evaluating the effect that adopting thisstandard will have on our consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13-Financial Instruments-Credit Losses (Topic 326): Measurement ofCredit Losses on Financial Instruments. The amendments in this ASU require the measurement of all expected credit lossesfor financial assets, which include trade receivables, held at the reporting date based on historical experience, currentconditions, and reasonable and supportable forecasts. The guidance in this ASU is effective for fiscal years, and interimperiods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for interim and annualperiods beginning after December 15, 2018. We are currently evaluating this ASU and any potential impacts the adoption ofthis ASU will have on our consolidated financial statements revised guidance for the accounting and reporting of financialinstruments. In April 2016, the FASB issued ASU No. 2016-10—Revenue from Contracts with Customers (Topic 606):Identifying Performance Obligations and Licensing. ASU No. 2016-10 suggests guidance for stakeholders on identifyingperformance obligations and licenses in customer contracts. In May 2014, the FASB issued ASU No. 2014‑09, Revenue fromContracts with Customers. The core principle is that a company should recognize revenue when promised goods or servicesare transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for thosegoods or services. ASU 2014‑09 defines a five step process to achieve this core principle and, in doing so, more judgmentand estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. Thestandard is effective for annual periods beginning after December 15, 2017, and interim periods therein, and shall be appliedeither retrospectively to each period presented or as a cumulative‑effect adjustment as of the date of adoption. We areevaluating the potential impact of this standard update on its consolidated financial statements and related disclosure. In March 2016, the FASB issued ASU 2016-09—Compensation-Stock Compensation (Topic 718). This updateaffects all entities that issue share-based payment awards to their employees, and involves several aspects of the accountingfor share-based payment transactions, including the income tax consequences, classification of awards as either equity orliability and classification on the statement of cash flows. An entity can make an entity-wide accounting policy election toeither estimate the number of awards that are expected to vest or account for forfeitures when they occur. For public businessentities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interimperiods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. We arecurrently evaluating the effect of adoption on its consolidated financial statements and related disclosure. In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 is intended to increase the transparency andcomparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing keyinformation about leasing arrangements. In order to meet that objective, the new standard requires recognition of the assetsand liabilities that arise from leases. A lessee will be required to recognize on the balance sheet the assets and liabilities forleases with lease terms of more than 12 months. The new standard is effective for public companies for fiscal years beginningafter December 15, 2018, and interim periods within those years, with early adoption permitted. We are currently evaluatingthe effect that adopting this standard will have on our financial statements and related disclosures. JOBS Act In April 2012, the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” was enacted. Section 107 of theJOBS Act provides that an emerging growth company can take advantage of an extended transition period for complyingwith new or revised accounting standards. Thus, an emerging growth company can delay the adoption of98 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscertain accounting standards until those standards would otherwise apply to private companies. We have irrevocably electednot to avail ourselves of this extended transition period, and, as a result, we will adopt new or revised accounting standardson the relevant dates on which adoption of such standards is required for other public companies. Related Party Transactions Below is a description of related party transactions during the years ended December 31, 2016, 2015 and 2014. See Note 18,RELATED PARTY TRANSACTIONS, to the consolidated financial statements in Item 8 for more information regarding thesetransactions. In this section, “Oaktree” refers to Oaktree Capital Management L.P. and/or one or more of its investment entitiesand the funds managed by it, “BlueMountain” refers to BlueMountain Capital Management, LLC and/or one or more of itsinvestment entities, “BlackRock” refers to BlackRock, Inc. and/or one or more of its investment entities, “Aurora” refers toAurora Resurgence Capital Partners II LLC, Aurora Resurgence Advisors II LLC and/or one or more of their investmententities or affiliates, “Avenue” refers to Avenue Capital Group and/or one or more of its funds or managed accounts,“Monarch” refers to Monarch Alternative Capital LP and/or one or more of its affiliates, and “Twin Haven” refers to TwinHaven Special Opportunities Fund IV, L.P. and/or one or more other investment entities of Twin Haven Capital Partners,LLC. March 2014 Class B Financing. On March 21, 2014, we issued 9,000,001 shares of Class B Common Stock in aprivate placement for $18.50 per share, which we refer to as the “March 2014 Class B financing,” resulting in aggregate grossproceeds of approximately $166.5 million, pursuant to subscription agreements, which we refer to as the “March 2014subscription agreements,” entered individually with certain of our existing shareholders, including (i) Oaktree, in the amountof approximately $10.0 million, (ii) Aurora, in the amount of approximately $15.0 million, (iii) BlackRock, in the aggregateamount of approximately $67.5 million, (iv) BlueMountain, in the aggregate amount ofapproximately $50.0 million, (v) Twin Haven in the amount of approximately $15.0 million and (vi) certain other accreditedinvestors. Adam Pierce, a current member of our Board, is an employee of or associated with Oaktree. Steven D. Smith, acurrent member of our Board, is associated with or an employee of Aurora. Ethan Auerbach, a current member of our Board, isassociated with or an employee of BlueMountain. In addition, based on information filed publicly with the SEC, Oaktree,Aurora, BlueMountain and BlackRock each own greater than 5% of our outstanding common stock as of March 10, 2017.Prior to the consummation of the 2015 merger, which is described below, three members of the Board were associated with oremployees of Oaktree, one member of the Board was associated with or an employee of Aurora, one member of the Board wasassociated with or an employee of BlackRock, one member of the Board was associated with or an employee ofBlueMountain and one member of the Board was associated with or an employee of Twin Haven. In addition, Oaktree,Aurora, BlueMountain, BlackRock, and Twin Haven each owned greater than 5% of our outstanding common stock prior tothe consummation of the 2015 merger. Pursuant to the terms of the March 2014 subscription agreements, we agreed to use all or substantially all of the netproceeds of the March 2014 Class B financing for purposes of satisfying our obligations in connection with the purchase ofthe 2014 acquired VLCC newbuildings and the installment payments under the shipbuilding contracts for the 2014 acquiredVLCC newbuildings. To the extent such net proceeds exceed the aggregate amount of such obligations, we are permitted touse the remaining net proceeds for general corporate purposes. On March 25, 2014, we used approximately $162.7 million ofthe proceeds of the March 2014 private placement to fund the purchase price of the entities party to the 2014 acquired VLCCnewbuildings. BlueMountain Note and Guarantee Agreement. On March 28, 2014, we and our wholly‑owned subsidiary Gener8Maritime Subsidiary V Inc. (formerly known as VLCC Acquisition I Corporation and referred to in this report as “Gener8Maritime Sub V”) entered into a Note and Guarantee Agreement, which we refer to as the “Note and Guarantee Agreement,”with BlueMountain, whom we refer to as the “senior note purchasers”. Pursuant to the Note and Guarantee Agreement, weissued senior unsecured notes due 2020 on May 13, 2014 in the aggregate principal amount of $131.6 million to the seniornote purchasers for proceeds of $125.0 million (before fees and expenses), after giving effect to the original issue discountprovided for in the Note and Guarantee Agreement. We refer to these notes as the99 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents“senior notes.” See “—Liquidity and Capital Resources—Debt Financings—Senior Notes” for more information about thesenior notes. One member of the Board is associated with or an employee of BlueMountain. In addition, based oninformation filed publicly with the SEC, BlueMountain owns greater than 5% of our outstanding common stock as of March10, 2017. As of December 31, 2016, the outstanding principal balance of the senior notes was $131.6 million, and theunamortized discount on the senior notes was $4.9 million, which we amortize as additional interest expense until March 28,2020. June 2014 Class B Financing. On June 25, 2014, we issued 1,670,000 shares of Class B Common Stock in a privateplacement, which we refer to as the “June 2014 Class B financing” for $18.50 per share, resulting in aggregate gross proceedsto us of approximately $30.9 million, pursuant to subscription agreements entered individually with certain accreditedinvestor investment entities of Aurora. One member of the Board is associated with or an employee of affiliates of Aurora. Inaddition, based on information publicly filed with the SEC, Aurora owns greater than 5% of our outstanding common stockas of March 10, 2017. 2015 Merger Related Transactions 2015 Merger Agreement. On February 24, 2015, General Maritime Corporation (our former name), Gener8 MaritimeAcquisition, Inc. (one of our wholly‑owned subsidiaries), Navig8 Crude Tankers, Inc. and each of the equityholders’representatives named therein entered into an Agreement and Plan of Merger. We refer to Gener8 Maritime Acquisition, Inc.as “Gener8 Acquisition,” to Navig8 Crude Tankers, Inc. as “Navig8 Crude” and to the Agreement and Plan of Merger as the“2015 merger agreement.” Pursuant to the 2015 merger agreement, Gener8 Acquisition merged with and into Navig8 Crude,with Navig8 Crude continuing as the surviving corporation and our wholly‑owned subsidiary and being renamed Gener8Maritime Subsidiary Inc. or “Gener8 Subsidiary.” We refer to the transactions contemplated under the 2015 mergeragreement as the “2015 merger.” The 2015 merger closed on May 7, 2015. Navig8 Crude’s shareholders that were permittedto receive shares of our common stock pursuant to the Securities Act under the 2015 merger agreement received 0.8947shares of our common stock for each common share of Navig8 Crude they owned immediately prior to the 2015 merger.Navig8 Crude’s shareholders that were not permitted to receive shares of our common stock pursuant to the Securities Actreceived cash in an amount equal to the number of shares of our common stock such shareholder would have receivedmultiplied by $14.348. Concurrently with the 2015 merger, we filed with the Registrar of Corporations of the Republic of theMarshall Islands our Third Amended and Restated Articles of Incorporation to, among other things, increase our authorizedcapital, reclassify our common stock into a single class of common stock and change our legal name to “Gener8 Maritime,Inc.” At the closing of the 2015 merger, we deposited into an account maintained by the 2015 merger exchange andpaying agent, in trust for the benefit of Navig8 Crude’s former shareholders, 31,233,170 shares of our common stock and $4.5million in cash. The number of shares and amount of cash deposited into such account was calculated based on anassumption that the former holders of 1% of Navig8 Crude’s shares would not be permitted under the 2015 merger agreementto receive our shares as consideration and would receive cash instead. During the period from May 8, 2015 (post-merger) toDecember 31, 2015, all of these shares, 232,819 additional shares and $1.2 million in cash were issued to former shareholdersof Navig8 Crude as merger consideration and $3.3 million of cash was returned to us from the trust account since the formerholders of more than 99.0% of Navig8 Crude’s shares received our shares as consideration. Additionally, during the yearended December 31, 2016, 1,789 shares were issued to former shareholders of Navig8 Crude. As of December 31, 2016, $3.0thousand of cash remained in the trust account, and we could be required to deposit into the 2015 merger exchange andpaying agent account additional shares pursuant to the 2015 merger agreement having a value of this amount based on ashare price of $14.348 per share. Immediately following the consummation of the 2015 merger, our shareholders prior to the 2015 merger ownedapproximately 34.9 million, or 52.55%, and Navig8 Crude’s shareholders prior to the 2015 merger owned approximately31.5 million, or 47.45% of the shares of our common stock, with Oaktree, BlueMountain, Avenue, Aurora, Monarch,BlackRock and Navig8 Limited and/or their respective affiliates each owning greater than 5% of our outstanding commonstock, respectively, of our outstanding stock. The 2015 merger closed on May 7, 2015. 100 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPrior to the consummation of the 2015 merger, three members of our Board were associated with or employees ofOaktree, one member of our Board was associated with or an employee of Aurora, one member of our Board was associatedwith or an employee of BlackRock and one member of our Board was associated with or an employee of BlueMountain. Inaddition, prior to the 2015 merger, one member of each board of General Maritime and Navig8 Crude was associated with oran employee of BlueMountain. Adam Pierce, a current member of our Board, is an employee of or associated with Oaktree. Steven D. Smith, acurrent member of our Board, is associated with or an employee of Aurora. Ethan Auerbach, a current member of our Board, isassociated with or an employee of BlueMountain. Dan Ilany, a current member of our Board, is associated with or anemployee of Avenue. Roger Schmitz, a current member of our Board was formerly associated with or was an employee ofMonarch. Nicolas Busch, who is a member of our Board, is a director and minority beneficial owner of Navig8 Limited. Basedon information publicly filed with the SEC, Navig8 Limited owns greater than 4% of our outstanding common stock as ofMarch 10, 2017. Until twenty four months following the anniversary of the closing of the 2015 merger, we are required, subject to amaximum amount of $75.0 million and a deductible of $5.0 million, to indemnify and defend General Maritime’s or Navig8Crude’s shareholders immediately prior to the 2015 merger, in respect of certain losses arising from inaccuracies or breachesin the representations and warranties of, or the breach prior to the closing of the 2015 merger by, Navig8 Crude and GeneralMaritime, respectively. Any amounts payable pursuant to such indemnification obligation shall be satisfied by the issuanceof shares of our common stock with a fair market value equal to the amount of the indemnified loss and may result in dilutionto certain shareholders. 2015 Warrant Agreement. In connection with the 2015 merger we entered into an amended and restated warrantagreement with Navig8 Limited. We refer to this agreement as the “2015 warrant agreement” and to Navig8 Limited or thesubsequent transferee as the “2015 warrantholder.” Under the 2015 warrant agreement, 1,600,000 warrants that had, prior tothe 2015 merger, provided the 2015 warrantholder the right to purchase 1,600,000 shares of Navig8 Crude’s common stockat $10 per share were converted into warrants entitling the 2015 warrantholder to purchase 0.8947 shares of our commonstock for each warrant held for a purchase price of $10.00 per warrant, or $11.18 per share. We refer to these warrants as the“2015 warrants.” The 2015 warrants expired on March 31, 2016. 2015 Option. Pursuant to the 2015 merger agreement, we agreed to convert any outstanding option to acquireNavig8 Crude common stock into an option to acquire the number of shares of our common stock equal to the productobtained by multiplying (i) the number of shares of Navig8 Crude common stock subject to such stock option immediatelyprior to the consummation of the 2015 merger by (ii) 0.8947, at an exercise price per share equal to the quotient obtained bydividing (A) the per share exercise price specified in such stock option immediately prior to the 2015 merger by (B) 0.8947.Immediately prior to the consummation of the 2015 merger, there was one option to purchase 15,000 shares at $13.50 pershare issued to L. Spencer Wells. Mr. Wells served as BlueMountain’s designee to the Navig8 Crude board of directors untilthe consummation of the 2015 merger. This option, which we referred to as the “2015 option” was converted into an optionto purchase 13,420 of our common shares at an exercise price of $15.088 per share. We also agreed to treat the 2015 option asexercisable through July 8, 2017. See above for more information regarding the relationship between BlueMountain and us. 2015 Equity Purchase Agreement. On February 24, 2015, we entered into an equity purchase agreement withNavig8 Crude, Avenue, BlackRock, BlueMountain, Monarch, Oaktree, Twin Haven and/or their respective affiliates. Werefer to this agreement as the “2015 equity purchase agreement.” In April 2015, certain other accredited investors, includingNavig8 Limited, became parties to the 2015 equity purchase agreement through the execution of joinders thereto. We refer toboth the original and subsequent signatories to the 2015 equity purchase agreement as the “2015 commitment parties.”Under the 2015 equity purchase agreement, we had the option to sell an aggregate of up to $125.0 million of shares of ourcommon stock in up to three tranches to the 2015 commitment parties at a price of $12.9 per share. We refer to the right wehad to exercise our option and require that the parties purchase these shares as the “2015 purchase commitment.” The 2015purchase commitment terminated upon the consummation of our initial public101 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsoffering. See above for more information regarding the relationship between Avenue, BlueMountain, Monarch Oaktree,BlackRock, Twin Haven and us. Pursuant to the terms of the 2015 equity purchase agreement, we issued 483,970 shares of our common stock to the2015 commitment parties as a commitment premium upon the closing of the 2015 merger as consideration for their purchasecommitments including 63,884, 79,491, 61,847, 49,775, 66,096, 27,737, and 21,164 shares to Oaktree, BlueMountain,Avenue, Monarch, BlackRock, Twin Haven and Navig8 Limited, respectively. We refer to the issuance of these shares as the“2015 commitment premium.” In connection with the 2015 equity purchase agreement, we have agreed to indemnify, subject to certain exceptions,each 2015 commitment party and its affiliates from losses incurred by such 2015 commitment party or its affiliate or to whichsuch 2015 commitment party or its affiliate may become subject that arise out of or in connection with the 2015 equitypurchase agreement and the transactions contemplated therein. 2015 Shareholders Agreement. In connection with the consummation of the merger agreement we entered into ashareholders agreement with certain of our shareholders, including the 2015 commitment parties who hold at least 5% of ouroutstanding shares, including Aurora, Avenue, BlackRock, BlueMountain, Monarch and Oaktree. We refer to this agreementas the “2015 shareholders agreement.” As of the date of this report, all of the members of our Board of Directors were originally elected pursuant to theterms of the 2015 shareholders agreement. See above for more information regarding the relationship between Avenue,BlueMountain, Monarch, Oaktree, BlackRock, Twin Haven and us. 2015 Registration Rights Agreement. In connection with the consummation of the 2015 merger, we entered into theSecond Amended and Restated Registration Agreement, with certain of our shareholders, including Aurora, Avenue,BlackRock, BlueMountain, Monarch, Oaktree and Twin Haven. Navig8 Limited subsequently signed a joinder to thisagreement. We refer to this agreement, as amended, as the “2015 registration rights agreement,” and to Aurora, Avenue,BlackRock, BlueMountain, Monarch, Navig8 Limited, Oaktree, and Twin Haven as the “2015 principal shareholders.” Seeabove for more information regarding the relationship between Aurora, Avenue, BlackRock, BlueMountain, Monarch,Oaktree and Twin Haven and us. The 2015 registration rights agreement provides that, any time following the consummation of an initial publicoffering by us and from time to time, the 2015 principal shareholders will be entitled to demand a certain number oflong‑form registrations and short‑form registrations of all or part of their registrable securities. Demand registrations may berequested by the 2015 principal shareholders holding five million shares (as adjusted for any stock dividends, stock splits,combinations and reorganizations and similar events) of registrable securities. No registration statement is required to befiled within 180 days of the final prospectus used in an initial public offering. We are not required to effectuate demands for any long‑form or short‑form registration unless the expected grossproceeds from the registration are $60.0 million or more. We are not required to effectuate more than eight demandregistrations in total and no more than two in any calendar year, and are not required to effectuate any demand registrationsfollowing the fifth anniversary of the 2015 registration rights agreement, although the 2015 principal shareholders mayrequest an unlimited number of non‑underwritten shelf takedowns. The 2015 registration rights agreement requires us toprovide certain piggyback registration rights to certain holders of registrable securities. Under the 2015 registration rightsagreement, each holder of registrable securities is required to agree to certain customary “lock‑up” agreements in connectionwith underwritten public offerings. Support and Voting Agreements and Consents. Concurrently with the execution of the 2015 merger agreement, andin order to facilitate the 2015 merger, the Company and Navig8 Crude entered into voting agreements with certain of Navig8Crude’s shareholders, including Avenue, BlueMountain and Monarch, or certain of their respective affiliates, as well ascertain of the Company’s shareholders, including Aurora, BlackRock, BlueMountain, Oaktree and Twin Haven, or certain oftheir respective affiliates, pursuant to which each shareholder agreed, among other things, to vote in favor of the 2015 mergerat any applicable shareholder meeting. These voting agreements terminated upon the consummation of the 2015 merger.102 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents In addition, in connection with the 2015 merger, certain of our shareholders, including Aurora, BlackRock,BlueMountain, Oaktree and Twin Haven provided various consents and waivers under the pre-merger shareholdersagreement, the pre-merger registration rights agreement and various past subscription agreements for our common shares, tofacilitate entry into, and consummation of the transactions contemplated by, the 2015 merger agreement. See above for moreinformation regarding the relationship between Aurora, Avenue, BlackRock, BlueMountain, Monarch, Oaktree and TwinHaven and us. Related Party Transactions of Navig8 Crude Tankers, Inc. Navig8 Group consists of Navig8 Limited and all of its subsidiaries including, without limitation, Navig8Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd, VL8 Management Inc., Navig8 Inc., VL8 Pool Inc., V8 Pool Inc. and Integr8Fuels, Inc. Nicolas Busch, a member of our Board, is a director and minority beneficial owner of Navig8 Limited. Based oninformation publicly filed with the SEC, Navig8 Limited owns greater than 4% of our outstanding common stock as ofMarch 10, 2017. In connection with the 2015 merger, we acquired Navig8 Crude, which at the time of the merger was anaffiliate of Navig8 Limited and was a party to 14 VLCC shipbuilding contracts. During the year ended December 31, 2015, we transitioned the majority of our vessels to the Navig8 commercialcrude tanker pools. As of December 31, 2016, we employed all of our VLCC, Suezmax and Aframax vessels in Navig8 Groupcommercial crude tanker pools, including the VL8 Pool, the Suez8 Pool and the V8 Pool. Our newbuilding and VLCC,Suezmax and Aframax owning subsidiaries have entered into pool agreements regarding the deployment of our vessels intothe VL8 Pool, the Suez8 Pool and V8 Pool, respectively. VL8 Pool Inc. acts as the time charterer of the pool vessels in theVL8 Pool, and V8 Pool Inc. acts as the time charterer of the pool vessels in the Suez8 Pool and the V8 Pool, and in each casewill enter the pool vessels into employment contracts such as voyage charters. VL8 Pool Inc. and V8 Pool Inc. allocate therevenue of VL8 Pool, Suez8 Pool and V8 Pool vessels, as applicable, between all the pool participants based on pool resultsand a pre-determined allocation method, as more fully described below. We refer to the VL8 Pool, the Suez8 Pool and the V8Pool as the “Navig8 pools.” VL8 Pool Agreements. Pursuant to pool agreements our VLCC vessel and newbuilding owning subsidiaries haveentered into with VL8 Pool Inc., a subsidiary of Navig8 Limited and the pool operator of the VL8 Pool, VL8 Pool Inc. dividesthe revenue of vessels operating in the VL8 Pool between all the pool participants. These pool agreements were originallyentered into by the 14 newbuilding‑owning subsidiaries we acquired in the 2015 merger. Since then, each of our VLCCnewbuilding or vessel owning subsidiaries, including subsidiaries into which vessels are expected to be delivered, haveentered into a pool agreement with VL8 Pool Inc. Revenues are shared according to a distribution key based on vesselcharacteristics allocated to each pool vessel with the aim of reflecting the relative earning potential of each pool vesselcompared with other pool vessels. The VL8 Pool’s legal entity is VL8 Pool Inc. Commercial management for the VL8 Pool iscarried out by VL8 Management Inc. In its role as the VL8 Pool pool operator, VL8 Pool Inc. acts as the time charterer of thevessels in the VL8 Pool and enters these vessels into employment contracts such as voyage charters. VL8 Pool Inc., as timecharterer, is responsible for the commercial employment and operation of pool vessels for charters of up to seven months’duration. These pool agreements contain various provisions which allow VL8 Pool Inc. to terminate the pool agreementsupon the occurrence of certain events of default. The agreements also have a risk of mutualisation of liabilities amongst thepool participants under the pool arrangements. Pursuant to these pool agreements, VL8 Pool Inc. enters into time charters with each of the pool participants andsuch time charters form part of the pool agreements. The hire payable under and term of each of the time charters is linked tothe pool distribution amounts payable under and the participation period of a pool vessel under the pool agreements. Further,the time charters by and between VL8 Pool Inc. and our VLCC vessel and newbuilding owning subsidiaries containprovisions that may adversely affect or restrict our business, including the following: (a) we are subject to continuingseaworthiness and maintenance obligations; (b) VL8 Pool Inc. may put a pool vessel off hire or cancel a charter if the relevantvessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) VL8 Pool Inc. may put a poolvessel off hire for any delays caused by the vessel’s flag or the nationality of her crew; (d) VL8 Pool Inc. has extensive rightsto place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oilmajors’ approvals or SIRE discharge reports; (e) VL8 Pool Inc.103 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentshas the right to call for remedy of any breach of representation or warranty within 30 days failing which the vessel may be putoff hire; and (f) after 10 days off hire the charter may then be terminated by the charterers. The pool agreements, together withthe time charters, provide that each pool vessel shall remain in the VL8 Pool for a minimum period of one year from deliveryof the vessel into the pool. Each of VL8 Pool Inc. and the vessel owning subsidiary is entitled to terminate the poolagreement and the time charter by giving ninety (90) days’ notice in writing to the other (plus or minus 30 days at the optionof VL8 Pool Inc.) at any time after the expiration of the initial nine month period such pool vessel is in the pool (which maybe reduced at the discretion of VL8 Pool Inc. if there is a firm sale to a third party) but a pool vessel may not be withdrawnuntil it has fulfilled its contractual obligations to third parties. VL8 Pool Inc. incurs a commercial management fee equal to1.25% of all hire revenues which is deducted from distribution to pool participants. Pursuant to the pool agreements, we arerequired to pay an administrative fee of $325 per day per vessel. These pool agreements contain provisions that may adversely affect or restrict our business, including thefollowing: (a) if VL8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such lossagainst the distributions that were to be made to the relevant vessel‑owning subsidiary or any working capital repayablepursuant to the agreement; (b) we are currently required to provide working capital of $1.0 million to VL8 Pool Inc. upondelivery of the vessel into the pool, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paidwithin 10 days of recommendation by the Pool Committee (consisting of representatives from VL8 Pool Inc. and each poolparticipant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be offhire until again available to VL8 Pool Inc.; and (d) VL8 Pool Inc. has the right to terminate the vessel’s participation in thepool under a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in asix month period, (ii) the pool vessel is, in the reasonable opinion of VL8 Pool Inc., untradeable to a significant proportion ofoil majors for any reason, (iii) insolvency of the relevant vessel‑owning subsidiary, (iv) the relevant vessel‑owning subsidiaryis in breach of the agreement and VL8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation ofthe agreement or (v) if any relevant vessel‑owning subsidiary or an affiliate becomes a sanctioned person. See Note 16, VESSEL POOL ARRANGEMENTS, to the consolidated financial statements in Item 8 for moreinformation regarding net pool distributions and other payments in respect of the VL8 pool. Suez8 Pool Agreements. Pursuant to pool agreements entered into by and between V8 Pool Inc., a subsidiary ofNavig8 Limited, and the ship-owning subsidiaries of our Suezmax vessels, V8 Pool Inc. divides the revenue of vesselsoperating in the Suez8 Pool between all the pool participants. Revenues are shared according to a distribution key based onvessel characteristics allocated to each pool vessel with the aim of reflecting the relative earning potential of each poolvessel compared with other pool vessels. The Suez8 Pool’s legal entity is V8 Pool Inc., and the commercial management iscarried out by Navig8 Asia Pte. Ltd. In its role as the Suez8 Pool pool operator, V8 Pool Inc. acts as the time charterer of thevessels in the Suez8 Pool and enters these vessels into employment contracts such as voyage charters. V8 Pool Inc., as timecharterer, is responsible for the commercial employment and operation of pool vessels for charters of up to seven months’duration. These pool agreements contain various provisions which allow V8 Pool Inc. to terminate the pool agreements uponthe occurrence of certain events of default. The agreements also have a risk of mutualisation of liabilities amongst the poolparticipants under the pool arrangements. Pursuant to these pool agreements, V8 Pool Inc. enters into time charters with each of the pool participants and suchtime charters form part of the pool agreements. The hire payable under and term of each of the time charters is linked to thepool distribution amounts payable under and the participation period of a pool vessel under the pool agreements. Further, thetime charters by and between V8 Pool Inc. and our Suezmax vessel‑owning subsidiaries contain provisions that mayadversely affect or restrict our business, including the following: (a) we are subject to continuing seaworthiness andmaintenance obligations; (b) V8 Pool Inc. may put a pool vessel off hire or cancel a charter if the relevant vessel owningsubsidiary fails to produce certain documentation within 30 days of demand; (c) V8 Pool Inc. may put a pool vessel off hirefor any delays caused by the vessel’s flag or the nationality of her crew; (d) V8 Pool Inc. has extensive rights to place thevessel off hire and to terminate and redeliver the vessel without penalty in connection with any shortfall in oil majors’approvals or SIRE discharge reports; and (e) V8 Pool Inc. has the right to call for remedy of any breach of representation orwarranty within 30 days failing which the vessel may be put off hire and after 10 days off hire, the charter may then beterminated by the charterers. The pool agreements, together with the time charters, provide that each pool vessel shall remainin the Suez8 Pool for a minimum period of one year from delivery of104 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe vessel into the pool. Each of V8 Pool Inc. and the vessel owning subsidiary is entitled to terminate the pool agreementand the time charter by giving 90 days’ notice in writing to the other (plus or minus 30 days at the option of V8 Pool Inc.) atany time after the expiration of the initial nine month period such pool vessel is in the pool (which may be reduced at thediscretion of V8 Pool Inc. if there is a firm sale to a third party or if otherwise agreed to with V8 Pool Inc.) but a pool vesselmay not be withdrawn until it has fulfilled its contractual obligations to third parties. V8 Pool Inc. incurs a commercialmanagement fee equal to 1.25% of all hire revenues which is deducted from distribution to pool participants. Pursuant to thepool agreements, we are required to pay an administrative fee of $325 per day per vessel. These pool agreements contain provisions that may adversely affect or restrict our business, including thefollowing: (a) if V8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such lossagainst the distributions that were to be made to the relevant vessel‑owning subsidiary or any working capital repayablepursuant to the agreement; (b) we would be required to provide working capital of $0.9 million to V8 Pool Inc. upon deliveryof the vessel into the pool, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paid within10 days of recommendation by the Pool Committee (consisting of representatives from V8 Pool Inc. and each poolparticipant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be offhire until again available to V8 Pool Inc.; and (d) V8 Pool Inc. has the right to terminate the vessel’s participation in the poolunder a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in a sixmonth period, (ii) the pool vessel is, in the reasonable opinion of V8 Pool Inc., untradeable to a significant proportion of oilmajors for any reason, (iii) insolvency of the relevant vessel‑owning subsidiary, (iv) the relevant vessel‑owning subsidiary isin breach of the agreement and V8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation of theagreement or (v) if any relevant vessel‑owning subsidiary or an affiliate becomes a sanctioned person. See Note 16, VESSEL POOL ARRANGEMENTS, to the consolidated financial statements in Item 8 for moreinformation regarding net pool distributions and other payments in respect of the Suez8 pool. V8 Pool Agreements. Pursuant to pool agreements entered into by and between V8 Pool Inc. and the ship‑owningsubsidiaries of our Aframax vessels, V8 Pool Inc. divides the revenue of vessels operating in the V8 Pool between all the poolparticipants. Revenues are intended to be shared according to a distribution key based on vessel characteristics allocated toeach pool vessel with the aim of reflecting the relative earning potential of each pool vessel compared with other poolvessels. The V8 Pool’s legal entity is V8 Pool Inc., and the commercial management is carried out by Navig8 Asia Pte. Ltd.V8 Pool Inc. acts as the time charterer of the pool vessels and enters the pool vessels into employment contracts such asvoyage charters. In its role as the VL8 Pool pool operator, V8 Pool Inc. acts as the time charterer of the vessels in the V8 Pooland enters these vessels into employment contracts such as voyage charters. V8 Pool Inc., as time charterer, is responsible forthe commercial employment and operation of pool vessels for charters of up to seven months’ duration. These poolagreements contain various provisions which allow V8 Pool Inc. to terminate the pool agreements upon the occurrence ofcertain events of default. The agreements also have a risk of mutualisation of liabilities amongst the pool participants underthe pool arrangements. Pursuant to these pool agreements, V8 Pool Inc. enters into time charters with each of the pool participants and suchtime charters form part of the pool agreements. The hire payable under and term of each of the time charters is linked to thepool distribution amounts payable under and the participation period of a pool vessel under the pool agreements. Further, thetime charters by and between V8 Pool Inc. and our Aframax vessel‑owning subsidiaries contain provisions that mayadversely affect or restrict our business, including the following: (a) the relevant vessel-owning subsidiary is subject tocontinuing seaworthiness and maintenance obligations; (b) V8 Pool Inc. may put a pool vessel off hire or cancel a charter ifthe relevant vessel owning subsidiary fails to produce certain documentation within 30 days of demand; (c) V8 Pool Inc. mayput a pool vessel off hire for any delays caused by the vessel’s flag or the nationality of her crew; (d) V8 Pool Inc. hasextensive rights to place the vessel off hire and to terminate and redeliver the vessel without penalty in connection with anyshortfall in oil majors’ approvals or SIRE discharge reports; and (e) V8 Pool Inc. has the right to call for remedy of any breachof representation or warranty within 30 days failing which the vessel may be put off hire and after 10 days off hire, the chartermay then be terminated by the charterers. The pool agreements, together with the time charters, provide that each pool vesselshall remain in the V8 Pool for a minimum period of one year from delivery of the vessel into the pool. Each of V8 Pool Inc.and the vessel owning subsidiary is entitled to terminate the pool agreement and the time charter by giving 90 days’ noticein writing to the other (plus or minus 30 days at the option of V8 Pool Inc.) at any time after the expiration of an initial ninemonth period such pool vessel is105 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsin the pool (which may be reduced at the discretion of V8 Pool Inc. if there is a firm sale to a third party) but a pool vesselmay not be withdrawn until it has fulfilled its contractual obligations to third parties. V8 Pool Inc. incurs a commercialmanagement fee equal to 2.0% of all hire revenues which is deducted from distribution to pool participants. Pursuant to thepool agreements, we are required to pay an administrative fee of $250 per day per vessel. These pool agreements contain provisions that may adversely affect or restrict our business, including thefollowing: (a) if V8 Pool Inc. suffers a loss in connection with the pool agreements, it may set off the amount of such lossagainst the distributions that were to be made to the relevant vessel‑owning subsidiary or any working capital repayablepursuant to the agreement; (b) we would be required to provide working capital of $0.7 million to V8 Pool Inc. upon deliveryof the vessel into the pool, which is repayable on the vessel leaving the pool, as well as fund cash calls to be paid within10 days of recommendation by the Pool Committee (consisting of representatives from V8 Pool Inc. and each poolparticipant); (c) each pool vessel is obligated to remain on hire for 90 days after seizure by pirates but will thereafter be offhire until again available to V8 Pool Inc.; and (d) V8 Pool Inc. has the right to terminate the vessel’s participation in the poolunder a wide range of circumstances, including but not limited to (i) the pool vessel is off hire for more than 30 days in a sixmonth period, (ii) the pool vessel is, in the reasonable opinion of V8 Pool Inc., untradeable to a significant proportion of oilmajors for any reason, (iii) insolvency of the relevant vessel‑owning subsidiary, (iv) the relevant vessel‑owning subsidiary isin breach of the agreement and V8 Pool Inc., in its reasonable opinion, considers the breach to warrant a cancellation of theagreement or (v) if any relevant vessel‑owning subsidiary or an affiliate becomes a sanctioned person. See Note 16, VESSEL POOL ARRANGEMENTS, to the consolidated financial statements in Item 8 for moreinformation regarding net pool distributions and other payments in respect of the V8 pool. Navig8 Supervision Agreements. Gener8 Subsidiary has entered into supervision agreements with Navig8Shipmanagement Pte Ltd., or “Navig8 Shipmanagement,” a subsidiary of Navig8 Limited, with regards to the 2015 acquiredVLCC newbuildings whereby Navig8 Shipmanagement agreed to provide advice and supervision services for theconstruction of the newbuilding vessels. These services also include project management, plan approval, supervisingconstruction, fabrication and commissioning and vessel delivery services. In accordance with the supervision agreements,Gener8 Subsidiary has agreed to pay Navig8 Shipmanagement a total fee of $0.5 million per vessel for each 2015 acquiredVLCC newbuilding. The agreements do not contain the ability to terminate early and, as such, the agreements would beeffective until full performance or a termination by default. Under the supervision agreements, the liability of Navig8Shipmanagement is limited to acts of negligence, gross negligence or willful misconduct and is subject to a cap of $0.3million per vessel, which is less than the fee payable per vessel. The supervision agreements also contain an indemnity infavor of Navig8 Shipmanagement and its employees and agents. Corporate Administration Agreement. Gener8 Subsidiary is party to a corporate administration agreement withNavig8 Asia, whereby Navig8 Asia agreed to provide certain administrative services for Gener8 Subsidiary. In accordancewith the corporate administration agreement, Gener8 Subsidiary agreed to pay Navig8 Asia a fee of $250 per vessel ornewbuilding owned by Gener8 Subsidiary per day. The corporate administration agreement terminates when all 14 vesselsrelating to the 2015 acquired VLCC newbuildings have been disposed of by Gener8 Subsidiary. Technical Management Agreements. Pursuant to technical management agreements by and between Navig8Shipmanagement and Gener8 Subsidiary's 14 newbuilding-owning subsidiaries, Navig8 Shipmanagement has agreed toprovide technical management services for these vessels, once delivered, including but not limited to arranging for andmanaging crews, vessel maintenance, provision of supplies, spares, victuals and lubricating oils, dry-docking, repairs,insurance, maintaining regulatory and classification society compliance, and providing technical support. In accordancewith the technical management agreements, Gener8 Subsidiary's vessel-owning subsidiaries will pay Navig8Shipmanagement an annual fee of $0.2 million (payable at a daily rate of $500.00 per day), per vessel. The technicalmanagement agreements are generally consistent with industry standard and include a liability cap for Navig8Shipmanagement of ten times the annual management fee. However, for the 2015 acquired VLCC newbuildings that has beendelivered to us, we have entered into agreements with third-party technical managers, and we currently do not intend toutilize the technical management agreements with Navig8 Shipmanagement upon delivery of the remaining 2015 acquiredVLCC newbuildings. The agreements with Navig8 Shipmanagement may be terminated upon two months' written notice. 106 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsProject Structuring Agreement. Gener8 Subsidiary is party to a project structuring agreement with Navig8 Limited,whereby Navig8 Limited has agreed to provide certain project structuring services to Gener8 Subsidiary in connection withthe purchase of vessels. In accordance with the project structuring agreement, Gener8 Subsidiary is required to pay Navig8Limited a fee of 1% of the agreed yard base price of any vessel which Gener8 Subsidiary or its subsidiaries contract to buildand purchase, such fee to be paid by the issuance of ordinary shares in Gener8 Subsidiary. Nave Quasar Time Charter. On January 15, 2014, Navig8 Crude, (renamed Gener8 Subsidiary) entered into a timecharter party with Navig8 Inc., or “N8I,” a subsidiary of Navig8 Limited, relating to the Nave Quasar for a charter period oftwelve or twenty-four months. In March 2016, this time charter expired and we re-delivered the Nave Quasar to the owner. Other Related Party Transactions During the years ended December 31, 2016, 2015 and 2014, we incurred office expenses totaling approximately $7thousand, $7 thousand and $11 thousand, respectively, on behalf of Peter C. Georgiopoulos, the Chairman of our Board andChief Executive Officer. As of December 31, 2016 and 2015, a balance due from Mr. Georgiopoulos of approximately $4thousand and $7 thousand, respectively, remains outstanding. We incurred fees for legal services aggregating $0.1 million during the year ended December 2014, due to the fatherof Mr. Georgiopoulos. As of December 31, 2016 and 2015, there was no balance due to the father of Mr. Georgiopoulos. We incurred certain business, travel, and entertainment costs totaling $0.1 million, during each of the years endedDecember 31, 2016, 2015 and 2014, on behalf of Genco Shipping & Trading Limited (“Genco”), an owner and operator ofdry bulk vessels. During such periods, Mr. Georgiopoulos was chairman of Genco’s board of directors. As of December 31,2016 and 2015, a balance due from Genco of $0 and $8 thousand, respectively, remains outstanding. On October 13, 2016,Mr. Georgiopoulos resigned as chairman of the board of directors and a director of Genco. During the year ended December 31, 2014, Genco made available certain of its employees who performed internalaudit services for us for which we were invoiced $84 thousand based on actual time spent by the employees. No suchservices were provided during the years ended December 31, 2016 and 2015. As of December 31, 2016 and 2015, no balanceremains outstanding. Aegean Marine Petroleum Network, Inc. (“Aegean”) supplied bunkers and lubricating oils to our vesselsaggregating $5.2 million, $8.2 million and $17.1 million, during the years ended December 31, 2016, 2015 and 2014,respectively. As of December 31, 2016 and 2015, a balance of $1.0 million and $0.8 million, respectively, remainsoutstanding. Mr. Georgiopoulos is the chairman of Aegean’s board of directors, and John Tavlarios, our Chief OperatingOfficer is on the board of directors of Aegean. As of December 31, 2016 and 2015, no balance was outstanding. In addition,we provided office space to Aegean and Aegean incurred rent and other expenses in its New York office during each of theyears ended December 31, 2016, 2015 and 2014, for $0.2 million. As of December 31, 2016 and 2015, a balance of $0 and $4thousand, respectively, was outstanding. We provided office space to Chemical Transportation Group, Inc. (“Chemical”), an owner and operator of chemicalvessels for $72 thousand, $60 thousand and $45 thousand, respectively, during the years ended December 31, 2016, 2015and 2014, respectively. Mr. Georgiopoulos is chairman of Chemical’s board of directors. As of December 31, 2016 and 2015,$0.1 thousand and $0 remained outstanding, respectively. During 2013, we assigned certain payments associated with bunker supply contracts with third‑party vendorsamounting to $20,364 to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P.One of the members of our Board is employed by Oaktree Capital Management, L.P. Prior to the consummation of the 2015merger on May 7, 2015, three members of the Board were associated with or employed by Oaktree Capital Management, L.P.The fees incurred to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $0, $1.0 million and $3.4million, for the years ended December 31, 2016, 2015 and 2014, respectively, and this amount is included in Voyageexpenses on the consolidated statement of operations. As of December 31, 2016 and 2015, there was no balance due toOaktree Principal Bunker Holdings Ltd.107 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents We purchased bunkers from Integr8 Fuels Inc., a subsidiary of Navig8 Limited, amounting to $0, $6.5 million and$8.6 million, for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016 andDecember 31, 2015, there was no balance due to Integr8 Fuels Inc. Amounts due from the related parties described above as of December 31, 2016 and 2015 are included in Prepaidexpenses and other current assets on the consolidated balance sheets (except as otherwise indicated above); amounts due tothe related parties described above as of December 31, 2016 and 2015 are included in Accounts payable and accruedexpenses on the consolidated balance sheets (except as otherwise indicated above). Board Designees In connection with our emergence from bankruptcy in May 2012 Oaktree designated five persons to our board ofdirectors. In February 2013, in connection with BlueMountain’s investment in us in December 2012, BlueMountaindesignated an additional director. In January 2014, Aurora, and Twin Haven each designated an additional director and inMarch 2014, BlackRock designated a ninth director, in each case, in connection with such entities’ respective investments inus in December 2013. These directors were each designated pursuant to Board designation rights provided in agreements ineffect prior to the consummation of the 2015 merger. Upon the consummation of the 2015 merger on May 7, 2015, thepre‑merger shareholders agreement was terminated and replaced by the 2015 shareholders agreement described above under“—2015 Merger Related Transactions—2015 Shareholders Agreement” pursuant to which a seven member board waselected. Under the 2015 shareholders agreement, each of Aurora, Avenue, BlueMountain, Monarch and Oaktree were giventhe right to designate a director to the Board. Messrs. Georgiopoulos and Busch were also appointed to the Board pursuant tothe 2015 shareholders agreement. The shareholders party to the 2015 shareholders agreement were obligated to vote theirshares to support the election of these designees. The 2015 shareholders agreement terminated upon consummation of ourinitial public offering. Effects of InflationWe do not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future.Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE RISK We are exposed to various market risks, including changes in interest rates. The exposure to interest rate risk relatesprimarily to our debt. At December 31, 2016 and 2015, we had $1.6 billion and $1.0 billion, respectively, of floating ratedebt with a margin over LIBOR from 1.5% to 3.75%. As of December 31, 2015, we were not party to any interest rate swaps. During the year ended December 31, 2016, we entered into six interest rate swap transactions that effectively fix theinterest rates on an initial aggregate amount of approximately $1.4 billion as of December 31, 2016, and a maximumaggregate amount of approximately $1.5 billion (based on future draws under the Korean Export Credit Facility), of ouroutstanding variable rate debt to fixed rates ranging from 2.797% to 4.758%. These interest rate swap transactions haveeffective dates ranging from May 31, 2016 to June 30, 2016. A 100 basis point (one percent) increase in LIBOR would haveincreased interest expense on $345.9 million of our outstanding floating rate indebtedness as of December 31, 2016 that isnot hedged by approximately $3.5 million during the year ended December 31, 2016. Our anticipated draws under the Korean Export Credit Facility are expected to increase our exposure to variable ratedebt. This increase in exposure is expected to be partially offset by the interest rate swap transactions we entered into in2016. We may from time to time enter into additional interest rate swaps, caps or similar agreements for all or a significantportion of our remaining floating rate debt, including the refinancing facility, the Korean Export Credit Facility andthe Amended Sinosure Credit Facility. Increased interest rates may increase the risk that the counterparties108 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsto our existing and future swap agreements will default on their obligations, which could further increase our exposure tointerest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay morefor our debt than we would had we not entered into the swap agreements. COMMODITY RISK Fuel costs represent the largest component of our voyage expenses. An increase in the price of fuel may adverselyaffect our profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable andfluctuates as a result of events outside our control, including geo-political developments, supply and demand for oil and gas,actions by members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regionalproduction patterns and environmental concerns and regulations. We do not currently hedge our fuel costs; thus an increasein the price of fuel may adversely affect our profitability and cash flows. During the year ended December 31, 2016, fuel costs amounted to approximately 52.1% of our voyage expenses.The potential additional expenses from a 10% increase in fuel price would have been approximately $0.6 million for the yearended December 31, 2016. 109 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA GENER8 MARITIME, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements for the Years Ended December 31, 2016, 2015 and 2014 Report of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets F-3Consolidated Statements of Operations F-4Consolidated Statements of Comprehensive Income (loss) F-5Consolidated Statements of Shareholders’ Equity F-6Consolidated Statements of Cash Flows F-7Notes to Consolidated Financial Statements F-8 F-1 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Gener8 Maritime, Inc. New York, New York We have audited the accompanying consolidated balance sheets of Gener8 Maritime, Inc. and subsidiaries (the"Company") as of December 3 l, 2016 and 2015, and the related consolidated statements of operations, comprehensiveincome (loss), shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2016. Thesefinancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting. Our audits included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, weexpress no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements, assessing the accounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for ouropinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial positionof Gener8 Maritime, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cashflows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generallyaccepted in the United States of America. /s/ DELOITTE & TOUCHE LLP New York, New YorkMarch 13, 2017 F-2 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsItem 8. FINANCIAL STATEMENTS GENER8 MARITIME, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS AS OFDECEMBER 31, 2016 AND DECEMBER 31, 2015(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, December 31, 2016 2015 ASSETS CURRENT ASSETS: Cash and cash equivalents $94,681 $157,535 Due from charterers, net 2,048 13,611 Due from Navig8 pools, net 60,750 38,086 Assets held for sale 30,195 16,999 Prepaid expenses and other current assets 27,611 31,897 Total current assets 215,285 258,128 NONCURRENT ASSETS: Vessels, net of accumulated depreciation of $197,521 and $147,129, respectively 2,523,710 1,086,877 Vessels under construction 177,133 911,017 Other fixed assets, net 4,430 4,664 Deferred drydock costs, net 12,714 17,875 Working capital at Navig8 pools 33,100 26,000 Restricted cash 1,457 1,425 Goodwill — 26,291 Derivative financial instruments 19,585 — Other noncurrent assets 5,255 57,469 Total noncurrent assets 2,777,384 2,131,618 TOTAL ASSETS $2,992,669 $2,389,746 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $33,991 $133,248 Long-term debt, current portion 181,023 135,367 Derivative financial instruments 1,552 — Total current liabilities 216,566 268,615 NONCURRENT LIABILITIES: Long-term debt 1,400,928 821,687 Less unamortized discount and debt financing costs (63,146) (48,964) Long-term debt less unamortized discount and debt financing costs 1,337,782 772,723 Other noncurrent liabilities 910 647 Total noncurrent liabilities 1,338,692 773,370 TOTAL LIABILITIES 1,555,258 1,041,985 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY: Common stock, $0.01 par value per share; authorized 225,000,000 shares; issued andoutstanding 82,960,194 shares at December 31, 2016 and 82,679,922 shares atDecember 31, 2015 830 827 Preferred stock, $0.01 par value per share; authorized 5,000,000 shares; issued andoutstanding 0 shares at December 31, 2016 and 2015 — — Paid-in capital 1,515,362 1,509,688 Accumulated deficit (96,115) (163,421) Accumulated other comprehensive income / (loss) 17,334 667 Total shareholders’ equity 1,437,411 1,347,761 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $2,992,669 $2,389,746 See notes to consolidated financial statements.F-3 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENER8 MARITIME, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) For the Years Ended December 31, 2016 2015 2014VOYAGE REVENUES: Navig8 pool revenues $368,889 $149,642 $ —Time charter revenues 9,278 28,707 10,894Spot charter revenues 26,455 251,584 381,515Total voyage revenues 404,622 429,933 392,409 OPERATING EXPENSES: Voyage expenses 12,490 95,306 239,906Direct vessel operating expenses 107,308 85,521 84,209Navig8 charterhire expenses 3,059 11,324 —General and administrative 27,844 36,379 22,418Depreciation and amortization 87,191 47,572 46,118Goodwill impairment 23,297 — 2,099Loss on impairment of vessels held for sale — 520 —Goodwill write-off for sales of vessels 2,994 — 1,249Loss on disposal of vessels, net 24,169 805 8,729Closing of Portugal office — 507 5,123 Total operating expenses 288,352 277,934 409,851 OPERATING INCOME / (LOSS) 116,270 151,999 (17,442) OTHER EXPENSES: Interest expense, net (49,627) (15,982) (29,849)Other financing costs (7) (6,044) —Other income (expense), net 670 (404) 207Total other expenses (48,964) (22,430) (29,642)NET INCOME / (LOSS) $67,306 $129,569 $(47,084) INCOME / (LOSS) PER COMMON SHARE: Basic $0.81 $2.06 $(1.54)Diluted $0.81 $2.05 $(1.54) See notes to consolidated financial statements.F-4 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENER8 MARITIME, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)FOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014(DOLLARS IN THOUSANDS) For the Years Ended December 31, 2016 2015 2014 Net income / (loss) $67,306 $129,569 $(47,084)Other comprehensive (loss) / income: Amount recognized in other comprehensive loss on derivative 14,642 — —Amount recognized in net income / (loss) on derivative 2,692 — —Gain on liquidation of foreign subsidiaries included in net income (730) — —Foreign currency translation adjustments 63 338 190Comprehensive income / (loss) $83,973 $129,907 $(46,894) See notes to consolidated financial statements. F-5 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENER8 MARITIME, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYFOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014(DOLLARS IN THOUSANDS) Accumulated Other Total Common Paid-In Accumulated Comprehensive Shareholders’ Stock Capital Deficit Income / (Loss) EquityBalance as of January 1, 2014 $226 $611,231 $(245,906) $139 $365,690Net loss — — (47,084) — (47,084)Foreign currency translation adjustments — — — 190 190Issuance of 10,688,828 shares of Class B common stock 107 197,031 — — 197,138Amortization of stock based compensation — 1,215 — — 1,215Balance as of December 31, 2014 $333 $809,477 $(292,990) $329 $517,149Net income — — 129,569 — 129,569Foreign currency translation adjustments — — — 338 338Issuance of 31,465,989 shares of common stock to acquire2015 Acquired VLCC Newbuildings 314 464,282 — — 464,596Issuance of 483,970 shares of common stock for sharepurchase commitment 5 6,035 — — 6,040Issuance of 15,000,000 shares of common stock for initialpublic offering, net of fees 150 189,657 — — 189,807Issuance of 574,546 shares of common stock for vested2015 restricted stock units 6 (6) — — —Issuance of 1,882,223 shares of common stock for exerciseof over-allotment option 19 24,619 — — 24,638Stock based compensation — 12,243 — — 12,243Issuance of 2015 warrants — 3,381 — — 3,381Balance as of December 31, 2015 $827 $1,509,688 $(163,421) $667 $1,347,761Net income — — 67,306 — 67,306Issuance of common stock — 26 — — 26Issuance of 278,483 shares of common stock for vested2016 restricted stock units 3 (3) — — —Amount recognized in other comprehensive income / (loss)on derivative — — — 14,642 14,642Amount recognized in net income / (loss) on derivative — — — 2,692 2,692Gain on liquidation of foreign subsidiaries included in netincome — — — (730) (730)Foreign currency translation adjustments — — — 63 63Stock-based compensation — 5,651 — — 5,651Balance as of December 31, 2016 $830 $1,515,362 $(96,115) $17,334 $1,437,411 See notes to consolidated financial statements. F-6 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENER8 MARITIME, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014(DOLLARS IN THOUSANDS) For the Years Ended December 31, 2016 2015 2014CASH FLOWS FROM OPERATING ACTIVITIES: Net income / (loss) $67,306 $129,569 $(47,084)Adjustments to reconcile net income to net cash provided by (used in) operating activities: Loss on disposal of vessels, net 24,169 805 8,729Goodwill impairment 23,297 — 2,099Goodwill write-off for sales of vessels 2,994 — 1,249Loss on impairment of vessels held for sale — 520 —Payment-in-kind interest expense 17,776 5,220 7,354Depreciation and amortization 87,191 47,572 46,118Amortization of fair value of related-party chartered-in vessel 427 2,610 —Amortization of deferred financing costs and senior notes 11,792 3,294 737Write-off of commitment premium shares — 6,040 —Net unrealized gain on derivative financial instrument (699) — —Stock-based compensation expense 5,651 12,243 1,215Provision for bad debts (3,814) 3,764 1,990Changes in assets and liabilities: Decrease (increase) in due from charterers 15,377 32,633 (6,388)Increase in due from Navig8 pools (22,664) (36,209) —Decrease in prepaid expenses and other current and noncurrent assets 53,094 18,880 10,960Increase in working capital at Navig8 pools (7,100) (26,000) —Decrease in accounts payable and other current and noncurrent liabilities (5,779) (35,731) (25,989)Deferred drydock costs incurred (10,086) (9,321) (12,787)Net cash provided by (used in) operating activities 258,932 155,889 (11,797)CASH FLOWS FROM INVESTING ACTIVITIES: Payments for vessels under construction (963,675) (389,958) (248,623)Payment of professional fees for 2015 merger — (10,295) —Payment of capitalized interest (16,881) (20,016) (6,629)Proceeds from sale of vessels 86,897 — 22,703Cash at Navig8 Crude upon merger — 28,876 —Deposit of cash merger consideration — (1,187) —Restricted cash — (765) —Purchase of vessel improvements and other fixed assets (9,300) (5,513) (5,470)Net cash used in investing activities (902,959) (398,858) (238,019)CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under credit facilities and senior notes 794,175 829,892 125,020Repayments of credit facilities (187,054) (746,747) (21,371)Proceeds from issuance of common stock 26 236,351 197,743Payment of underwriters' commission — (15,363) —Payment of common stock issuance costs — (6,543) (1,621)Deferred financing costs paid (25,974) (44,727) (354)Net cash provided by financing activities 581,173 252,863 299,417EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — 338 (5)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (62,854) 10,232 49,596CASH AND CASH EQUIVALENTS, beginning of period 157,535 147,303 97,707CASH AND CASH EQUIVALENTS, end of period $94,681 $157,535 $147,303SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid during the period for interest, net of capitalized interest $30,418 $9,240 $22,157 See notes to consolidated financial statements. F-7 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENER8 MARITIME, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED, EXCEPT PER SHARE, PER DAY AND PER TONDATA) 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS—Incorporated on August 1, 2008, under the Laws of Republic of the Marshall Islands,Gener8 Maritime, Inc. (formerly named General Maritime Corporation) and its wholly-owned subsidiaries (collectively, the“Company,” “We” or “Our”) provides international transportation services of seaborne crude oil and petroleum products. TheCompany’s owned fleet at December 31, 2016 consisted of 42 tankers, 23 Very Large Crude Carriers (“VLCCs”), 10 Suezmaxtankers, 4 Aframax tankers and 2 Panamax tankers and 3 newbuilding VLCCs under construction. The Company operates itsbusiness in one reportable segment, which is the transportation of international seaborne crude oil and petroleum products. On June 30, 2015, the Company completed its Initial Public Offering (“IPO”) of 15,000,000 shares at $14.00 pershare, which resulted in gross proceeds of $210.0 million. After underwriting commissions, the Company received netproceeds of $196.4 million. On July 17, 2015, following the exercise by the underwriters of the IPO of their over-allotmentoption to purchase 1,882,223 shares of common stock at the public offering price of $14.00 per share, the Company closedthe issuance and sale of such shares, resulting in additional gross proceeds of $26.4 million and net proceeds of $24.6 millionafter underwriting commissions and other registration expenses. Additionally, the Company incurred $6.5 million ofissuance costs. On May 7, 2015, the Company consummated a merger (“2015 merger”) pursuant to an agreement between Gener8Maritime Acquisition, Inc., a wholly owned subsidiary of the Company, Navig8 Crude Tankers, Inc. and the equity holders’representatives named therein. As a result of the merger, Gener8 Maritime Subsidiary Inc. (formerly known as Navig8 CrudeTankers, Inc.) became a wholly owned subsidiary of the Company, and the Company’s name was changed from GeneralMaritime Corporation to Gener8 Maritime, Inc. The Company followed the guidance of Financial Accounting StandardsBoard (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Pursuant to this, theCompany accounted for the 2015 merger as an asset acquisition. The Company’s vessels are primarily available for employment in commercial pools, or for charter on a spot voyageor time charter basis. The Company is party to certain commercial pooling arrangements. Commercial pools are designed to provide foreffective chartering and commercial management of similar vessels that are combined into a single fleet to improve customerservice, increase vessel utilization and capture cost efficiencies. The Company employs all of its VLCC, Suezmax and Aframax vessels in Navig8 Group commercial crude tankerpools including the VL8 Pool, the Suez8 Pool and the V8 Pool, respectively. In 2015, the Company’s VLCC, Suezmax,Aframax and newbuilding owning subsidiaries entered into pool agreements with the pool managers VL8 Pool Inc. and V8Pool Inc., subsidiaries of Navig8 Limited. BASIS OF PRESENTATION—The financial statements of the Company have been prepared on the accrual basis ofaccounting and presented in United States Dollars (“USD” or “$”) which is the functional currency of the Company. Asummary of the significant accounting policies followed in the preparation of the accompanying financial statements, whichconform to Generally Accepted Accounting Principles (“GAAP”) in the United States of America, is presented below. PRINCIPLES OF CONSOLIDATION—The accompanying consolidated financial statements include the accounts ofGener8 Maritime Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminatedin consolidation. F-8 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCASH AND CASH EQUIVALENTS—The Company considers highly liquid investments such as money marketfunds and certificates of deposit with an original maturity of three months or less to be cash equivalents. ALLOWANCE FOR DOUBTFUL ACCOUNTS—The Company provides a reserve for freight and demurrage revenuesbased upon historical collection trends. The Company provides a general reserve based on aging of receivables, in additionto specific reserves on certain long-aged or doubtful receivables. REVENUE AND EXPENSE RECOGNITION—Revenue and expense recognition policies for spot market voyagecharters, time charters and pool revenues are as follows: SPOT MARKET VOYAGE CHARTERS. Spot market voyage revenues are recognized on a pro rata basisbased on the relative transit time in each period. The period over which voyage revenues are recognized commencesat the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the nextdischarge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to bythe customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load porton its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyagesare provided for in full at the time such losses become evident. Voyage expenses primarily include only thosespecific costs which are borne by the Company in connection with voyage charters which would otherwise havebeen borne by the charterer under time charter agreements. These expenses principally consist of fuel, canal and portcharges which are generally recognized as incurred. Demurrage income represents payments by the charterer to thevessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter.Demurrage income is measured in accordance with the provisions of the respective charter agreements and thecircumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of thevoyage to which it pertains. Direct vessel operating expenses are recognized when incurred. At December 31, 2016and December 31, 2015, the Company has a reserve of approximately $1.9 million and $5.8 million, respectively,against its due from charterers balance associated with voyage revenues, including freight and demurrage revenues. TIME CHARTERS. Revenue from time charters is recognized on a straight‑line basis over the term of therespective time charter agreement. Direct vessel operating expenses are recognized when incurred. Time charteragreements require, among others, that the vessels meet specified speed and bunker consumption standards. TheCompany believes that there may be unasserted claims relating to its time charters of $0.4 million and $0.5 millionas of December 31, 2016 and December 31, 2015, respectively, for which the Company has reduced its amounts duefrom charterers to the extent that there are amounts due from charterers with asserted or unasserted claims or as anaccrued expense to the extent the claims exceed amounts due from such charterers. POOL REVENUES. Pool revenue is determined in accordance with the terms specified within each poolagreement. In particular, the pool manager aggregates the revenues and expenses of all of the pool participants anddistributes the net earnings to participants based on the following allocation key: ·The pool points (vessel attributes such as cargo carrying capacity, fuel consumption andconstruction characteristics are taken into consideration); and ·The number of days the vessel participated in the pool in the period. Vessels are chartered into the pool and receive net time charter revenue in accordance with the poolagreement. The time charter revenue is variable depending upon the net result of the pool and the pool points andtrading days for each vessel. The pool has the right to enter into voyage and time charters with external parties forwhich it receives freight and related revenue. It also incurs voyage costs such as bunkers, port costs andcommissions. At the end of each period, the pool aggregates the revenue and expenses for all the vessels in the pooland distributes net revenue to the participants based on the results of the pool and the allocation key. The Companyrecognizes net pool revenue on a monthly basis, when the vessel has participated in a pool during the period and theamount of pool revenue for the month can be estimated reliably.F-9 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents CHARTERHIRE EXPENSE—Charterhire expense is the amount the Company pays the vessel owner for timechartered-in vessel. The amount is usually for a fixed period of time at charter rates that are generally fixed, but may contain avariable component based on inflation, interest rates, profit sharing, or current market rates. The vessel’s owner is responsiblefor crewing and other vessel operating costs. Charterhire expense is recognized ratably over the charterhire period. VESSELS, NET—Vessels, net is stated at cost, which was adjusted to fair value pursuant to fresh-start reporting whenapplicable, less accumulated depreciation. Vessels are depreciated on a straight-line basis over their estimated useful lives,determined to be 25 years from date of initial delivery from the shipyard. If regulations place limitations over the ability of avessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations areadopted. Depreciation is based on cost, which was adjusted to fair value pursuant to fresh-start reporting when applicable,less the estimated residual scrap value. The Company estimates residual value of its vessels to be $325/LWT (light weightton). Depreciation expense of vessel assets for the years ended December 31, 2016, 2015 and 2014 totaled $79.1 million,$41.6 million and $42.4 million, respectively. Undepreciated cost of any asset component being replaced is written off as acomponent of Loss on disposal of vessels and vessel equipment. Expenditures for routine maintenance and repairs areexpensed as incurred. Vessel equipment is depreciated over the shorter of 5 years or the remaining life of the vessel. Effective January 1, 2015, the Company increased the estimated residual scrap value of the vessels from $265/LWT(light weight ton) to $325/LWT prospectively based on the 15‑year average scrap value of steel. The change in the estimatedresidual scrap value will result in a decrease in depreciation expense over the remaining lives of the vessel assets. During theyear ended December 31, 2015, the effect of the increase in the estimated residual scrap value was to decrease depreciationexpense and to increase net income by approximately $2.8 million, and to increase net income per basic and diluted commonshare by $0.05. VESSELS UNDER CONSTRUCTION— Vessels under construction represents the cost of acquiring contracts to buildvessels, installments paid to shipyards, certain other payments made to third parties and interest costs incurred during theconstruction of vessels (until the vessel is substantially complete and ready for its intended use). During the years endedDecember 31, 2016, 2015 and 2014, the Company capitalized interest expense associated with vessels under construction of$27.6 million, $35.2 million and $9.0 million, respectively. OTHER FIXED ASSETS, NET— Other fixed assets, net is stated at cost less accumulated depreciation. Depreciationis computed using the straight-line method over the following estimated useful lives: DESCRIPTION USEFUL LIVESFurniture and fixtures 10 yearsVessel and computer equipment 5 years REPLACEMENTS, RENEWALS AND BETTERMENTS— The Company capitalizes and depreciates the costs ofsignificant replacements, renewals and betterments to its vessels over the shorter of the vessel’s remaining useful life or thelife of the renewal or betterment. The amount capitalized is based on management’s judgment as to expenditures that extenda vessel’s useful life or increase the operational efficiency of a vessel. Costs that are not capitalized are written off as acomponent of direct vessel operating expense during the period incurred. Expenditures for routine maintenance and repairsare expensed as incurred. GOODWILL—The Company follows the provisions of FASB ASC 350-20-35, Intangibles—Goodwill and Other.This statement requires that goodwill and intangible assets with indefinite lives be tested for impairment at least annually orwhen there is a triggering event and written down with a charge to operations when the carrying amount of the reporting unitthat includes goodwill exceeds the estimated fair value of the reporting unit. If the carrying value of the goodwill exceeds thereporting unit’s implied goodwill, such excess must be written off. Goodwill as of December 31, 2016 and 2015 was $0 and$26.3 million, respectively. Change in vessel values during the interim period between December 31, 2015 and September30, 2016, indicated circumstances changed that would more likely than not reduce the fair value of each reporting unit belowits carrying amount. During the third quarter of 2016 and in accordance withF-10 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsASC 350-20-35, the Company considered the continued decline in the fair value of the Company’s fleet independentvaluations to be an indicator for goodwill impairment testing at the interim period. Accordingly, at September 30, 2016,goodwill was tested for potential impairment. As a result of the goodwill impairment test performed during the third quarterof 2016, it was determined that the carrying value for each reporting unit was higher than its fair value and therefore goodwillwas fully impaired, which resulted in a goodwill impairment of $23.3 million. Additionally, during the year ended December31, 2016, the Company recorded a $3.0 million goodwill write-off associated with the sale of the Genmar Victory andGenmar Vision, which were sold in August 2016. During the year ended December 31, 2015, it was determined that there was no goodwill impairment. As ofDecember 31, 2015, the Company transferred $0.8 million of goodwill, related to Gener8 Consul, to assets held for sale forthe anticipated sale, which was finalized in February 2016. IMPAIRMENT OF LONG‑LIVED ASSETS—The Company follows FASB ASC 360‑10, Accounting for theImpairment or Disposal of Long‑Lived Assets, which requires impairment losses to be recorded on long‑lived assets used inoperations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by thoseassets are less than the asset’s carrying amount. In the evaluation of the future benefits of long‑lived assets, the Companyperforms an analysis of the anticipated undiscounted future net cash flows of the related long‑lived assets. If the carryingvalue of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. The Companyestimates fair value primarily through the use of third party valuations performed on an individual vessel basis. Variousfactors, including the use of trailing 10‑year industry average for each vessel class to forecast future charter rates and vesseloperating costs, are included in this analysis. As of December 31, 2016, and in accordance with ASC 360-10, the Company obtained third-party independentvaluations to compare to the Company’s carrying value for its long-lived assets and determine if indicators of impairment forany vessel exist for the year ended December 31, 2016. Based on the analysis performed, it was determined that the carryingvalue of the Company’s fleet was higher than the independent third-party valuations of the Company’s fleet. Therefore, itwas determined that indicators exist for potential long-lived assets impairment for the year ended December 31, 2016. Inaccordance with ASC 360-10 and based on the indicator analysis mentioned above, the Company prepared an analysis whichestimated the future undiscounted cash flows for each vessel at December 31, 2016. Based on this analysis, which includedconsideration of the Company’s long-term intentions relative to its vessels, including its assessment of whether the Companywould drydock and continue to operate its older vessels, it was determined that there was no impairment loss in 2016. It was determined that there were no impairment indicators for the year ended December 31, 2015 and 2014. During2015 and 2014, the Company did not perform such analysis to estimate the future undiscounted cash flows for each vesseldue to the upward trend in vessel values and shipping rates and lack of indicators for vessel impairment during the period. DEFERRED DRYDOCK COSTS, NET—Approximately every thirty to sixty months, the Company’s vessels arerequired to be dry‑docked for major repairs and maintenance, which cannot be performed while the vessels are operating. TheCompany defers costs associated with the drydocks as they occur and amortizes these costs on a straight‑line basis over theestimated period between drydocks. Amortization of drydock costs is included in depreciation and amortization in theconsolidated statements of operations. For the years ended December 31, 2016, 2015 and 2014, amortization was $7.2million, $5.1 million and $2.8 million, respectively. Accumulated amortization as of December 31, 2016 and 2015 was $13.9million (net of $1.0 million write-off to assets held for sale related to the Gener8 Ulysses) and $8.8 million (net of $0.4million write-off to assets held for sale related to the Gener8 Consul), respectively. The Company only includes in deferred drydock costs those direct costs that are incurred as part of the drydock tomeet regulatory requirements, or that are expenditures that add economic life to the vessel, increase the vessel’s earningscapacity or improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in theshipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydock or not, are expensed asincurred. F-11 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDEFERRED FINANCING COSTS, NET—Deferred financing costs include bank fees and legal expenses associatedwith securing new loan facilities. These costs are amortized based upon the effective interest rate method over the life of therelated debt, which is included in interest expense. Amortization for the years ended December 31, 2016 2015, and 2014 was$11.3 million, $3.3 million and $0.7 million, respectively. During the year ended December 31, 2015, the Company adoptedAccounting Standards Update (“ASU”) 2015-03, which resulted in the reclassification of debt issuance costs from deferredfinancing costs in other assets to a reduction in the carrying amount of the related debt liability within the Company’sconsolidated balance sheets. ACCOUNTING ESTIMATES—The preparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during the reporting period. WARRANTS—The Company calculates the fair value of warrants utilizing a valuation model to which Monte Carlosimulations and the Black-Scholes option pricing model are applied. The model projects future share prices based on a risk-neutral framework. The parameters used include inception date, share price, subscription price, lifetime, expected volatility(estimated based on historical share prices of similar listed companies) and expected dividends. The amount of share-basedcompensation recognized during a period is based on the fair value of the award at the time of issuance. SHARE-BASED COMPENSATION – STOCK OPTIONS—The Company calculates the fair value of stock optionsutilizing the Black-Scholes option pricing model. The parameters used include grant date, share price, exercise price, risk-free interest rate, expected option life, expected volatility (estimated based on historical share prices of similar listedcompanies) and expected dividends. The amount of share-based compensation recognized during a period is based on thefair value of the award at the time of issuance over the vesting period of the option. INTEREST EXPENSE, NET —The Company follows the provisions of FASB ASC 835-20-30, Capitalization ofInterest, to capitalize interest cost as part of the historical cost of acquiring certain assets. The amount of interest cost to be capitalized for qualifying assets is intended to be that portion of the interest costincurred during the assets’ acquisition periods that theoretically could have been avoided (for example, by avoidingadditional borrowings or by using the funds expended for the assets to repay existing borrowings) if expenditures for theassets had not been made. The notion of interest on borrowings as an avoidable cost does not require that the practicability ofrepaying individual borrowings be considered. The amount capitalized in an accounting period is determined by applying the capitalization rate to the averageamount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period arebased on the rates applicable to borrowings outstanding during the period. If an entity’s financing plans associate a specificnew borrowing with a qualifying asset, the entity may use the rate on that borrowing as the capitalization rate to be appliedto that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. Ifaverage accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, thecapitalization rate to be applied to such excess is a weighted average of the rates applicable to other borrowings of the entity. INTEREST RATE RISK MANAGEMENT—The Company is exposed to interest rate risk through its variable ratecredit facilities. The Company uses interest rate swaps, under which the Company pays a fixed rate in exchange for receivinga variable rate, to achieve a fixed rate of interest on the hedged portion of its debt in order to increase the ability of theCompany to forecast interest expense. The objective of these swaps is to help to protect the Company against changes inborrowing rates on the current credit facilities and any replacement floating rate LIBOR credit facility. Upon execution of theswaps, the Company designated the hedges as cash flow hedges of benchmark interest rate risk under FASB ASC 815,Derivatives and Hedging, and the Company has established effectiveness testing and measurement processes. Changes in thefair value of the interest rate swaps are recorded as assets or liabilities, and effective gains/losses are captured in a componentof accumulated other comprehensive income (“OCI”) until reclassified to interest expense when the hedged variable rateinterest expenses are incurred. The ineffective portion, ifF-12 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsany, of the change in fair value of the Company’s interest rate swap agreement is required to be recognized in earnings. TheCompany elected to classify settlement payments as operating activities within the statement of cash flow. See Note 9,FINANCIAL INSTRUMENTS, additional disclosures on the Company’s interest rate swaps. NET INCOME (LOSS) PER SHARE— Basic net income (loss) per share is computed by dividing net income (loss) bythe weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflectsthe potential dilution that could occur if securities or other contracts to issue common stock were exercised using the treasurystock method. FAIR VALUE OF FINANCIAL INSTRUMENTS—With the exception of the Company’s Senior Notes, the estimatedfair values of the Company’s financial instruments approximate their individual carrying amounts as of December 31, 2016and 2015 due to the short-term or variable-rate nature of the respective borrowings. CONCENTRATION OF CREDIT RISK—Financial instruments that potentially subject the Company toconcentrations of credit risk are amounts due from charterers. During the year ended December 31, 2016, the Companyplaced the majority of its vessels in the Navig8 Group commercial vessel pools (for further details, see Note 18, RELATEDPARTY TRANSACTIONS). As a result, a significant portion of the Company’s shipping revenue were derived from these poolsduring this period. With respect to accounts receivable from spot voyage charters, the Company limits its credit risk byperforming ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. Duringthe year ended December 31, 2016 and 2015, the Company earned approximately 91.2% and 34.8%, respectively fromNavig8 Group pools. During the years ended December 31, 2014, the Company earned 15.2%, of its revenues from onecustomer. The Company maintains substantially all of its cash and cash equivalents with one financial institution. None of theCompany’s cash balances are covered by insurance in the event of default by our financial institution. FOREIGN CURRENCY TRANSACTIONS—Gains and losses on transactions denominated in foreign currencies arerecorded within the consolidated statements of operations as components of other expense, net in the consolidatedstatements of operations. TAXES—The Company is incorporated in the Republic of the Marshall Islands. Pursuant to the income tax laws ofthe Marshall Islands, the Company is not subject to Marshall Islands income tax. Additionally, pursuant to the U.S. InternalRevenue Code of 1986, as amended (the “Code”), the Company is exempt from U.S. income tax on its income attributable tovoyages that do not begin or end in the U.S. The Company is generally not subject to state and local income taxation.Pursuant to various tax treaties, the Company’s shipping operations are not subject to foreign income taxes. As a result ofchange in ownership of the Company, effective May 17, 2012, the Company no longer qualified for an exemption pursuantto Section 883 of the Code, making the Company subject to U.S. federal tax on its shipping income that is derived fromvoyages that begin or end in the U.S., retroactive to the beginning of 2012. As a result of the Company’s IPO, theCompany in 2015 was again exempt from U.S. federal tax on all of its shipping income (including income attributable tovoyages that begin or end in the U.S.). During 2014, the Company recorded gross transportation tax of $1.2 million, as acomponent of voyage expenses. 2. COMMON STOCK At the closing of the 2015 merger, the Company deposited into an account maintained by the 2015 mergerexchange and paying agent, in trust for the benefit of Navig8 Crude’s former shareholders, 31,233,170 shares of theCompany’s common stock and $4.5 million in cash. The number of shares and amount of cash deposited into such accountwas calculated based on an assumption that the former holders of 1% or less of Navig8 Crude’s shares would not be permittedunder the 2015 merger agreement to receive shares of the Company as consideration and would receive cash instead. Duringthe period from May 8, 2015 (post-merger) to December 31, 2015, all of these shares and 232,819 additional shares wereissued to former shareholders of Navig8 Crude as merger consideration and $3.3 million of cash was returned to the Companyfrom the trust account since the former holders of more than 99.0% of Navig8 Crude’sF-13 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsshares received shares of the Company as consideration. Additionally, during the year ended December 31, 2016, 1,789shares were issued to former shareholders of Navig8 Crude. As of December 31, 2016, $1.2 million in cash and 31,467,778shares were issued to former shareholders of Navig8 Crude as merger consideration. As of December 31, 2016, $3.0 thousandof cash remained in the trust account. On June 30, 2015, the Company completed its IPO of 15,000,000 shares at $14.00 per share, which resulted in grossproceeds of $210.0 million. After underwriting commissions, the Company received net proceeds of $196.4 million. On July17, 2015, following the exercise by the underwriters of the IPO of their over-allotment option to purchase 1,882,223 shares ofcommon stock at the public offering price of $14.00 per share, the Company closed the issuance and sale of such shares,resulting in additional gross proceeds of $26.4 million and net proceeds of $24.6 million after underwriting commissions andother registration expenses. Additionally, the Company incurred $6.5 million of issuance costs during the year endedDecember 31, 2015. 3. GOODWILL Goodwill Accumulatedimpairmentlosses NetAmounts in thousands Balance as of December 31, 2014 $118,256 $(91,125) $27,131Transfer to assets held for sale (840) — (840)Balance as of December 31, 2015 $117,416 $(91,125) $26,291Write-off related to sale of vessels (2,994) — (2,994)Impairment loss — (23,297) (23,297)Balance as of December 31, 2016 $114,422 $(114,422) $ — FASB ASC 350-20-35, Intangibles—Goodwill and Other, bases the accounting for goodwill on the units of thecombined entity into which an acquired entity is integrated (those units are referred to as reporting units). A reporting unit isan operating segment as defined in FASB ASC 280, Disclosures about Segments of an Enterprise and Related Information,or one level below an operating segment. The Company’s current operations are principally managed on a vessel class basis.Each of the Company’s vessel classes serve the same type of customer, have similar operation and maintenance requirements,operate in the same regulatory environment, and are subject to similar economic characteristics. The Company has identifiedthe reporting unit to be at the vessel class level. The reporting structure is aligned to the internal management reporting presented to the chief operating decisionmaker. FASB ASC 350-20-35 provides guidance for impairment testing of goodwill, which is not amortized. Other thangoodwill, the Company does not have any other intangible assets that are not amortized. Goodwill is tested for impairmentusing a two-step process that begins with an estimation of the fair value of the Company’s reporting units. The first step is ascreen for potential impairment and the second step measures the amount of impairment, if any. The first step involves acomparison of the estimated fair value of a reporting unit with its carrying amount. If the estimated fair value of the reportingunit exceeds its carrying value, goodwill of the reporting unit is considered unimpaired. Conversely, if the carrying amount of the reporting unit exceeds its estimated fair value, the second step isperformed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares theimplied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value ofgoodwill is determined by allocating the estimated fair value of the reporting unit to the estimated fair value of its existingassets and liabilities in a manner similar to a purchase price allocation. The unallocated portion of the estimated fair value ofthe reporting unit is the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount,an impairment loss, equivalent to the difference, is recorded as a reduction of goodwill and a charge to operating expense. F-14 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDuring the year ended December 31, 2016, change in vessel values during the interim period between December 31,2015 and September 30, 2016, indicated circumstances changed that would more likely than not reduce the fair value of eachreporting unit below its carrying amount. At September 30, 2016 and in accordance with ASC 350-20-35, the Companyconsidered the continued decline in the fair value of the Company’s fleet independent valuations to be an indicators forgoodwill impairment testing. Accordingly, at September 30, 2016, goodwill was tested for potential impairment. As a resultof the goodwill impairment test performed, it was determined that the carrying value for each reporting unit was higher thanits fair value and therefore goodwill was fully impaired, which resulted in a write-off at September 30, 2016 of $23.3 million.Additionally, during the year ended December 31, 2016, the Company recorded a $3.0 million goodwill write-off associatedwith the sales of Genmar Victory and Genmar Vision, which were sold in August 2016. During the year ended December 31, 2015, it was determined that the fair value for each reporting unit was higherthan the carrying value and therefore no goodwill impairment was recorded during the year ended December 31, 2015.Additionally, during the year ended December 31, 2015, the Company transferred $0.8 million of goodwill, related to theGener8 Consul, to Assets held for sale in the consolidated balance sheet. See Note 5, ASSETS HELD FOR SALE. During the year ended December 31, 2014, the Company recorded a goodwill impairment charge of $2.1 million togoodwill. Additionally, goodwill associated with one Suezmax vessel, which was sold in July 2014, of $1.2 million waswritten-off during the year ended December 31, 2014. 4. INCOME (LOSS) PER COMMON SHARE The computation of basic income (loss) per share is based on the weighted-average number of common sharesoutstanding during the year. The computation of diluted earnings per share assumes the exercise of all dilutive stock optionsusing the treasury stock method and the lapsing of restrictions on unvested restricted stock awards, for which the assumedproceeds upon lapsing the restrictions are deemed to be the amount of compensation cost attributable to future services andnot yet recognized using the treasury stock method, to the extent dilutive. The reconciliation of basic to diluted income (loss) per common share was as follows (in thousands, except per shareamounts): For the Years Ended December 31, 2016 2015 2014 Class A Class BBasic net income / (loss) per share: Numerator: Net Income / (Loss) $67,306 $129,569 $(17,402) $(29,682)Denominator: Weighted-average shares outstanding, basic 82,705 62,779 11,270 19,223 Basic net income / (loss) per share $0.81 $2.06 $(1.54) $(1.54) Diluted net income / (loss) per share: Numerator: Net Income / (Loss) $67,306 $129,569 $(17,402) $(29,682)Reallocation of net loss as a result of assumed conversion of Class B to Class Ashares, diluted — — (29,682) —Net Income / (Loss), diluted 67,306 129,569 (47,084) (29,682)Denominator: Weighted-average shares outstanding, basic 82,705 62,779 11,270 19,223Add: Restricted stock units — 334 — —Assumed conversion of Class B to Class A shares — — 19,223 —Weighted-average shares outstanding, diluted 82,705 63,113 30,493 19,223 Diluted net income / (loss) per share $0.81 $2.05 $(1.54) $(1.54) F-15 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOn May 7, 2015, all shares of Class A Common Stock and Class B Common Stock were converted on a one-to-onebasis to a single class of common stock. Options to purchase 343,662 shares of Class A Common Stock were excluded fromthe above calculation for the years ended December 31, 2016, 2015 and 2014, because the impact is anti-dilutive. Options topurchase 309,296 shares of common stock were excluded from the above calculation for the years ended December 31, 2016,2015 and 2014, because the impact is anti-dilutive. Warrants to purchase 1,431,520 shares (1,600,000 warrants converted at0.8947 shares) of new common stock and options to purchase 13,420 shares of new common stock were excluded from theabove calculation for the years ended December 31, 2016 and 2015, because certain market conditions have not been met. Asa result of the conversion in 2015, and that both Class A Common Stock and Class B Common Stock had equal rights toearnings and losses, the 2015 presentation of net income per share combines Class A Common Stock, Class B Common Stockand new common stock. Additionally, on June 24, 2015, in connection with the pricing of the Company’s IPO, the Company grantedmembers of management restricted stock units (“RSUs”) of the Company’s common stock pursuant to the Company’samended 2012 Equity Incentive Plan. The remaining RSUs will generally vest in tranches on December 1, 2017 andDecember 1, 2018, subject for each increment to employment with the Company through the applicable vesting date for suchincrement. On December 7, 2016, the Company issued 278,483 shares in settlement of RSUs that had vested on December 1,2016. Since June 24, 2015 and as of December 31, 2015, 44,919 RSUs were forfeited and 953,279 shares are remaining to beissued in future years, following the vesting date for each increment. As of December 31, 2016, 44,919 RSUs were forfeitedand 635,518 shares are remaining to be issued in future years, following the vesting date for each increment. On September 9, 2016, in accordance with the Company’s amended 2012 Equity Incentive Plan, the Companygranted certain non-employee directors 28,752 RSUs. The RSUs, which were valued at $6.26 per share, will generally vest onthe earlier of (a) the date of the Company’s next annual meeting of shareholders and (b) the first anniversary of the RSU’sgrant date, subject to continued service with the Company through the applicable vesting date. The RSUs granted in June 2015 and September 2016 were excluded in determining the diluted net income / (loss)per share for the year ended December 31, 2016, because the impact is anti-dilutive. 5. ASSETS HELD FOR SALE As of December 31, 2016, the Company classified the Gener8 Ulysses as Current assets - held for sale, in theconsolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) havebeen met and the transaction was qualified as assets held for sale. This vessel was written down to its fair value, less cost tosell, to $30.2 million in the consolidated balance sheet. As a result of the expected sale in 2017, the Company recorded a lossof $6.9 million as Loss on disposal of vessels, net, in the 2016 consolidated statement of operations. The Gener8 Ulyssesvessel was subsequently sold during the first quarter of 2017. See Note 22, SUBSEQUENT EVENTS. On December 30 2015, the Company entered into an agreement to sell the 2004-built MR tanker the Gener8 Consulfor $17.5 million, gross proceeds. The transaction closed in the first quarter of 2016, resulting in proceeds (net of sellingexpenses) of $17.0 million. As a result of the expected sale in 2016, the Company recorded a loss of $0.5 million as Loss onimpairment of vessels held for sale, in the 2015 consolidated statement of operations. 6. 2015 MERGER On February 24, 2015, the Company entered into an Agreement and Plan of Merger (“2015 merger agreement”) withGener8 Maritime Acquisition, Inc. (one of its wholly-owned subsidiaries, referred to as “Gener8 Acquisition”), Navig8 CrudeTankers, Inc. (“Navig8 Crude”) and each of the equityholders’ representatives named therein. Pursuant to the 2015 mergeragreement, Gener8 Acquisition merged with and into Navig8 Crude, with Navig8 Crude continuing as the survivingcorporation and our wholly-owned subsidiary and being renamed Gener8 Maritime Subsidiary Inc. or “Gener8 Subsidiary.”Navig8 Crude’s former shareholders that are determined by the Company, based on certifications received by the Companyfrom such shareholders following the closing of the 2015 merger, to be permitted to receive shares of the Company’scommon stock pursuant to the Securities Act under the 2015 merger agreement are entitled to receive 0.8947 shares of ourcommon stock for each common share of Navig8 Crude they owned immediately prior toF-16 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe consummation of the transactions contemplated under the 2015 merger agreement. Navig8 Crude’s former shareholdersthat are not determined to be permitted to receive shares of the Company’s common stock pursuant to the Securities Actunder the 2015 merger agreement (such as shareholders that are not “accredited investors”) are entitled to receive cash in anamount equal to the number of shares of the Company’s common stock such shareholder would have received multiplied by$14.348. Concurrently with the 2015 merger, the Company filed with the Registrar of Corporations of the Republic of theMarshall Islands its Third Amended and Restated Articles of Incorporation to, among other things, increase the Company’sauthorized capital, reclassify the Company’s common stock into a single class of common stock and change the Company’slegal name to “Gener8 Maritime, Inc.” The Company follows the guidance of FASB, ASC, Topic 805, Business Combinations. Pursuant to this, theCompany accounted for the 2015 merger as an asset acquisition after considering the following factors: i)Navig8 Crude’s assets at the date of the merger consisted almost exclusively of contracts for 14 VLCC newbuildingsunder construction and cash. The primary purpose for the merger was to acquire these newbuildings for the Company’sfleet. Delivery of these newbuildings is scheduled to occur over a period which began in the third quarter of 2015 andending in the first quarter of 2017, and thus these newbuildings have had no operating history. The sole operatingactivities of Navig8 Crude since its inception were the chartering in of two vessels from a related party and the charteringout of such vessels to Navig8 Crude’s former sponsor’s VL8 pool. Navig8 Crude does not own the vessels, the vessels arenot being acquired as part of the merger, and Navig8 Crude did not perform any of the processes relative to these vessels,as they were commercially managed by the VL8 pool and technical management was the responsibility of the vessels’owner. One of these charters was a six month charter that terminated on July 9, 2014, well before the merger, and theother expired in March 2016 with no option to renew. The Company does not consider the prior activity to besignificant. ii)No employees, processes or operating vessels: Navig8 Crude has no employees, and the Company intends to outsourcethe commercial management of the newbuildings to one or more vessel pools once the completed vessels are deliveredand will need to provide technical management to the vessels. Navig8 Crude does not have any processes of its own andno employees or operating vessels were transferred as part of the merger. Additionally, substantially all acquired assetsare newbuildings that were under construction, without substantial additional capital to be provided by the Company,such assets are not capable of producing outputs. The assets acquired through the 2015 merger primarily included 14 newbuilding VLCC vessels under construction,one time chartered-in VLCC vessel which expired in March 2016, and cash and cash equivalents. These assets were recordedon May 7, 2015 at cost, which approximates fair value, and the common stock issued on such date for the benefit of Navig8Crude’s former shareholders was recorded based on costs of net assets acquired. The assets acquired and the liabilities assumed from Navig8 Crude were recorded at cost, which approximates fairvalue, and included the following: Cash and cash equivalents $28,874 Due from Navig8 pools, net 1,877 Prepaid expenses and other current assets 2,435 Vessels under construction 435,417 Other assets (noncurrent) 3,037 Accounts payable and accrued expenses (5,859) Pursuant to the 2015 merger agreement, the Company deposited at the closing of the 2015 merger $4.5 million and31,233,170 shares of its common stock into a trust account with Computershare Trust Company, N.A. for the benefit ofNavig8 Crude’s shareholders. Immediately following the consummation of the 2015 merger on May 7, 2015, the Company’s shareholders prior tothe 2015 merger owned approximately 34.9 million, or 52.55%, of the shares of its common stock and Navig8 Crude’sshareholders prior to the 2015 merger owned approximately 31.5 million, or 47.45% of the shares of the Company’s commonstock. F-17 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUntil twenty-four months following the anniversary of the closing of the 2015 merger, the Company is required,subject to a maximum amount of $75.0 million and a deductible of $5.0 million, to indemnify and defend the pre-mergershareholders of General Maritime or the former shareholders of Navig8 Crude immediately prior to the 2015 merger, inrespect of certain losses arising from inaccuracies or breaches in the representations and warranties of, or the breach prior tothe closing of the 2015 merger by, Navig8 Crude and General Maritime, respectively. Any amounts payable pursuant to suchindemnification obligation shall be satisfied by the issuance of shares of our common stock with a fair market value equal tothe amount of the indemnified loss. 7. CASH FLOW INFORMATION The Company excluded from cash flows from investing and financing activities in the consolidated statements ofcash flows items included in accounts payable and accrued expenses for accrued but unpaid milestone and supervisionpayments of $4.9 million and $106.0 million as of December 31, 2016 and 2015, respectively. Capitalized interest amountedto $27.6 million for the year ended December 31, 2016, out of which, $10.7 million has not been paid out as of December 31,2016 ($0.5 million is included in Accounts payable and accrued expenses and $10.2 million, primarily representing paid-in-kind (“PIK”) interest, is included in Long‑term debt in the consolidated balance sheet). Capitalized interest amounted to$35.2 million for the year ended December 31, 2015, out of which, $15.0 million has not been paid out as of December 31,2015 ($1.0 million is included in Accounts payable and accrued expenses and $14.0 million, primarily representing PIKinterest, is included in Long‑term debt in the consolidated balance sheet). As of December 31, 2015, the Company alsoexcluded from financing activities $60.9 million of recorded debt, related to the delivery of the Gener8 Apollo. Such debtwas funded by the Company’s bank into an escrow account prior to December 31, 2015. As such, $9.0 million, which wastransferred to the Company in January 2016, is recorded as a component of prepaid expenses and other current assets, and$51.9 million, which was funded to the shipyard in January 2016, is recorded as escrow deposits as a component of otherassets. The Gener8 Apollo was delivered on January 6, 2016. Also excluded from investing and financing activities are the issuances of 31,465,989 shares of common stockrelated to the 2015 merger and 483,970 shares of common stock issued as a commitment premium paid to the commitmentparties under the equity purchase agreement entered into in connection with the 2015 merger valued at $6.0 million. Suchamount was expensed as Other financing costs in 2015 when the equity purchase commitment expired. F-18 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents8. DELIVERY AND DISPOSAL OF VESSELS Delivery of Vessels During the year ended December 31, 2016, the Company took delivery of the following 2016-built VLCCnewbuildings. Upon delivery, all of these vessels entered into the VL8 Pool. The Company has made all shipyard installmentpayments, and there is no outstanding payable balance in respect of each vessel. Borrowings to Vessel Name Date of Delivery Fund Vessel'sDelivery (1) Credit Facility (Dollars in thousands) Gener8 Apollo January 5, 2016 $60,819 Korean Export Credit FacilityGener8 Supreme January 6, 2016 62,563 Amended Sinosure CreditFacilityGener8 Ares January 22, 2016 61,128 Korean Export Credit FacilityGener8 Hera February 24, 2016 60,511 Korean Export Credit FacilityGener8 Success March 22, 2016 59,881 Amended Sinosure CreditFacilityGener8 Nautilus April 20, 2016 59,739 Korean Export Credit FacilityGener8 Andriotis May 12, 2016 60,450 Amended Sinosure CreditFacilityGener8 Constantine June 27, 2016 57,423 Korean Export Credit FacilityGener8 Chiotis August 18, 2016 54,600 Amended Sinosure CreditFacilityGener8 Macedon August 30, 2016 53,101 Korean Export Credit FacilityGener8 Perseus September 9, 2016 53,410 Korean Export Credit FacilityGener8 Oceanus September 12, 2016 53,410 Korean Export Credit FacilityGener8 Miltiades October 25, 2016 53,300 Amended Sinosure CreditFacilityGener8 Noble November 7, 2016 52,484 Korean Export Credit FacilityGener8 Theseus November 28, 2016 52,175 Korean Export Credit Facility (1)Amounts reflect the borrowings incurred under the Korean Export Credit Facility or the Amended Sinosure CreditFacility to fund the delivery of the indicated newbuilding. For more information see Note 14, LONG-TERM DEBT. Disposal of Vessels On December 5, 2016, the Company entered into an agreement for the sale of the 2000-built Suezmax tanker Gener8Spyridon for $13.9 million in gross proceeds. On December 19, 2016 the sale was finalized and the Company recorded a netloss of $7.1 million, which is included in Loss on vessel disposal, net on the consolidated statement of operations. TheCompany used the net proceeds to repay $11.7 million of the related portion of the senior secured debt outstanding under theRefinancing Facility associated with the vessel. On August 8, 2016, the Company entered into an agreement for the sale of the 2001-built VLCC tanker GenmarVictory for $29.0 million in gross proceeds. On August 25, 2016 the sale was finalized and the Company recorded a net lossof $7.3 million, which is included in Loss on vessel disposal, net on the consolidated statement of operations. The Companyused the net proceeds to repay $19.4 million of the related portion of the senior secured debt outstanding under theRefinancing Facility associated with the vessel. On July 22, 2016, the Company entered into an agreement for the sale of the 2001-built VLCC tanker GenmarVision for $28.0 million in gross proceeds. On August 5, 2016 the sale was finalized and the Company recorded a net loss ofapproximately $3.2 million, which is included in Loss on vessel disposal, net on the consolidated statement of operations.The Company used the net proceeds to repay approximately $19.4 million of the related portion of the senior secured debtoutstanding under the Refinancing Facility associated with the vessel. F-19 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOn December 30, 2015, the Company entered into an agreement to sell the 2004-built Handymax tanker Gener8Consul for $17.5 million, gross proceeds. As of December 31, 2015, the Gener8 Consul was classified as held for sale. OnFebruary 17, 2016, the sale was completed. The Company recorded a loss of $0.5 million as loss on impairment of vesselsheld for sale in the consolidated statement of operations during the year ended December 31, 2015. On June 24, 2014, the Company entered into an agreement to sell the 1999-built Suezmax tanker Genmar Hope for$15.0 million in gross proceeds. During the year ended December 31, 2014, the sale was finalized and the Company recordeda net loss of $6.3 million, which is included in Loss on vessel disposal, net on the consolidated statement of operations. 9. FINANCIAL INSTRUMENTS Interest Rate Risk Management On May 2, 2016, certain of the Company’s wholly-owned subsidiaries entered into six pay-fixed, receive-variableinterest rate swap agreements having amortizing notional amounts to hedge a portion of the London Interbank Offered Rate(“LIBOR”) floating rate interest expense on the Company’s credit facilities as discussed in Note 14, LONG TERM DEBT. Asdescribed below, In December 2016, the Company amended one of these two interest rate swap agreements andsimultaneously terminated and re-entered into the other such swap agreement. Under each interest rate swap transaction, asubsidiary of the Company makes a fixed payment each period in an amount equal to the fixed interest rate for suchtransaction multiplied by the relevant notional amount for that monthly period in exchange for a payment from therespective swap counterparty in an amount equal to a variable interest rate based on the applicable LIBOR rate for that periodmultiplied by the same notional amount. The applicable period, LIBOR rate and notional amounts are identified in the tablebelow. Two of the swaps effectively fix the interest rate on approximately 50% of the aggregate variable interest rateborrowings expected to be outstanding under the Refinancing Facility through September 3, 2020, and three of the swaps,which have a mandatory termination date of September 30, 2020, effectively fix the interest rate on approximately 80% ofthe aggregate variable interest rate borrowings expected to be outstanding under the Korean Export Credit Facility throughSeptember 30, 2020, and thereafter on approximately 5% of those variable interest rate borrowings through February 20,2029. The remaining swap, which has a mandatory termination date of March 21, 2022, effectively fixes the interest rate onapproximately 100% of the aggregate variable interest rate borrowings expected to be outstanding under the AmendedSinosure Credit Facility through March 21, 2022, and thereafter on approximately 5% of those variable interest rateborrowings through May 6, 2028 (excluding the incremental increase in available borrowings pursuant to the June 2016amendment to the Sinosure Credit Facility). When a swap automatically terminates, the Company may elect to replace theswap to hedge the remaining borrowings outstanding under the applicable credit facility as of the swap termination date.Under certain limited circumstances, the relevant subsidiary of the Company has the right to transfer the related interest rateswap(s) to a qualifying third party, which would have the effect of terminating the subsidiary’s obligations under thoseinterest rate swaps and/or to cause the novation of the related interest rate swap(s) to a third party derivatives dealer. The Company’s objective is to limit the variability of cash flows associated with changes in LIBOR interest ratepayments due on its credit facilities by using the interest rate swaps to offset the future variable rate interest payments madeby the Company. The Company elected to apply hedge accounting and designated the swaps as cash flow hedges. TheCompany uses regression analysis to test if the swaps are expected to be highly effective (defined as the swaps’ offsetting atleast 80% and not more than 125% of the hedged interest payments) on both a prospective and retrospective basis. Theeffective portion of the changes in fair value of the swap agreements, including adjustments for non-performance risk, whichare designated and qualify as cash flow hedges, are classified in accumulated other comprehensive income/loss. Theseamounts are reclassified to interest expense when the hedged interest payments are incurred. In December 2016, the principal and interest repayment dates under the Refinancing Facility were modified and thepayment dates on the two related swap agreements were similarly modified. The revised swaps were dedesignated and weresimultaneously redesignated with no interruption in hedge accounting. The effective gain on the swaps wasF-20 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrecorded in accumulated other comprehensive income/loss and is reclassified to interest expense as the hedged interestexpense is incurred. The ineffective portion of the gain was recorded in earnings. All future effective changes in fair valuewill continue to be recognized in other accumulated other comprehensive income/loss and all ineffective changes willcontinue to be recognized in earnings. Amounts in accumulated other comprehensive loss expected to be reclassified into earnings in the next 12 monthsare $2.1 million. The ineffective portion, if any, of the change in fair value of the Company’s interest rate swap agreements isrequired to be recognized in earnings. As of December 31, 2016, the Company’s interest rate swap agreements were highlyeffective; during the year ended December 2016, hedge ineffectiveness of $0.7 million was recognized in earnings (includedin Other income (expense), net in the consolidated statement of operation). At December 31, 2016, the Company was a party to the following interest rate swaps, which are intended to becash flow hedges that effectively fix the interest rates for a portion of the Refinancing Facility, the Korean Export CreditFacility and the Amended Sinosure Credit Facility (dollars in thousands): December 31, 2016 Notional Effective Maturity Fair Value Fixed Floating Hedged Credit Facility Amount Date Date (2) Hierarchy InterestRate Interest Rate Refinancing Facility $182,610 12/22/2016 9/3/2020 Level 2 1.0051% 1 mo. LIBOR Refinancing Facility 45,653 12/30/2016 9/3/2020 Level 2 1.0016% 1 mo. LIBOR Korean Export Credit Facility (1) 479,773 6/30/2016 9/30/2020 Level 2 1.2970% 3 mo. LIBOR Korean Export Credit Facility (1) 89,957 6/30/2016 9/30/2020 Level 2 1.3370% 3 mo. LIBOR Korean Export Credit Facility (1) 29,986 6/30/2016 9/30/2020 Level 2 1.3075% 3 mo. LIBOR Sinosure Credit Facility 233,452 6/21/2016 3/21/2022 Level 2 1.4100% 3 mo. LIBOR (1)The initial aggregate notional amount of $333.9 million under the three interest rate swaps is scheduled to increase upto a maximum aggregate notional amount of $680.8 million in order to effectively fix the interest rate on the targetpercentage of expected borrowings, since the loans under the Korean Export Credit Facility were not fully drawn as ofthe effective date of the interest rate swap transaction. (2)As described above, after this date, these swaps effectively fix the interest rate on approximately 5% of the aggregatevariable interest rate borrowings of the applicable credit facility through February 20, 2029 in the case of the KoreanExport Credit Facility and May 6, 2028 in the case of the Sinosure Credit Facility. F-21 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe tables below provide quantitative information about the impact of derivatives on the Company’s balancesheet and statement of operations (dollars in thousands): December 31, 2016 December 31, 2015 Balance Sheet Fair Value ofDerivatives Fair Value ofDerivatives Location Asset Liability Asset Liability Derivatives designated as hedging instruments Interest rate swap contracts - non-current Non-currentassets $19,585 $ — $ — $ — Interest rate swap contracts - current Currentliabilities (1,552) — — — Total derivatives designated as hedging instruments $18,033 $ — $ — $ — Offsetting of Derivative Assets December 31, 2016 Gross Amounts NotOffset Gross Gross NetAmounts in the Balance Sheet Amountsof Amounts of Assets Cash Recognized Offset inthe presentedin the Financial Collateral Assets BalanceSheet BalanceSheet Instruments Pledged NetAmount Counterparty 1 $15,577 $1,314 $16,891 $(1,314) $ — $15,577 Counterparty 2 975 80 1,055 (80) — 975 Counterparty 3 1,481 158 1,639 (158) — 1,481 Total $18,033 $1,552 $19,585 $(1,552) $ — $18,033 Offsetting of Derivative Liabilities December 31, 2016 Gross Amounts NotOffset Gross Gross NetAmounts in the Balance Sheet Amountsof Amounts ofLiabilities Cash Recognized Offset inthe presentedin the Financial Collateral Liabilities BalanceSheet BalanceSheet Instruments Pledged NetAmount Counterparty 1 $ — $(1,314) $(1,314) $1,314 $ — $ — Counterparty 2 — (80) (80) 80 — — Counterparty 3 — (158) (158) 158 — — Total $ — $(1,552) $(1,552) $1,552 $ — $ — The following table provides the effect of derivatives on the statements of operations for the year ended December31, 2016 (dollars in thousands): Location of Gain or (Loss) Reclassified Location of Gain Derivatives in Cash Flow from AOCI to (Loss) Recognized Hedging Relationships Income on Derivatives 2016 2015 Interest rate swap contracts (Effective Portion) Amount of gain / (loss) recognized in OCI on derivatives Interest Expense, net $14,642 $ — Amount of gain / (loss) reclassified from AOCI into income on derivatives Interest Expense, net (2,692) — Interest rate swap contracts (Ineffective Portion) Amount of gain / (loss) recognized in income on derivatives Other expense, net $696 — F-22 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10. VESSELS UNDER CONSTRUCTION Vessels under construction represents the cost of acquiring contracts to build vessels, installments paid to shipyards,certain other payments made to third parties and interest costs incurred during the construction of vessels (until the vessel issubstantially complete and ready for its intended use). Vessels under construction consist of the following (dollars in thousands): December 31,2016 December 31,2015 2014 Acquired VLCC Newbuildings: Vessels / SPV Stock Purchase $162,683 $162,683 Installment and supervision payments 579,818 287,259 Accrued milestones and supervision payments — 18,895 Others 5,214 2,687 2015 Acquired VLCC Newbuildings: Vessels 435,417 435,417 Acquisition-related costs 10,295 10,295 Installment and supervision payments 840,833 183,738 Accrued milestones and supervision payments 5,368 87,150 Others 14,138 3,110 Fair value of 2015 Warrant Agreement assumed 3,381 3,381 Fair value of 2015 Stock Options assumed 39 39 Capitalized interest 71,731 44,130 Vessel deliveries (1,951,784) (327,767) Total $177,133 $911,017 2014 Acquired VLCC Newbuildings In March 2014, the Company acquired seven newbuilding contracts for VLCC tankers from ScorpioTankers Inc. (the “2014 Acquired VLCC Newbuildings”) in a stock purchase transaction for the purchase ofthe outstanding common stock of the Scorpio Shipbuilding for an aggregate price of approximately$162.7 million. During the year ended December 31, 2015 and 2016, and in accordance with the respective newbuilding contract,the Company took delivery of two and five of the 2014 Acquired VLCC Newbuildings, respectively. As of December 31,2016, all of the 2014 Acquired VLCC Newbuildings were delivered to the Company. See Note 8, DELIVERY AND DISPOSALOF VESSELS, for deliveries during the year. 2015 Acquired VLCC Newbuildings The Company acquired 14 newbuilding contracts for VLCC tankers from Navig8 Crude in connection with the2015 merger (the “2015 Acquired VLCC Newbuildings”) with deliveries commenced in the fourth quarter of 2015. See Note6, 2015 MERGER, for more details. During the year ended December 31, 2015 and 2016, and in accordance with their newbuilding contracts, one andten of the 2015 Acquired VLCC Newbuildings were delivered to the Company, respectively. See Note 8, DELIVERY ANDDISPOSAL OF VESSELS, for deliveries during the year ended December 31, 2016. As of December 31, 2016, the threeremaining 2015 Acquired VLCC Newbuildings are scheduled to be delivered during 2017 with estimated commitments of$143.2 million and available borrowing of approximately $190.0 million. See Note 22, SUBSEQUENT EVENTS, fordeliveries after December 31, 2016 and Note 14, LONG TERM DEBT. F-23 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents11. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (dollars in thousands): December31, December31, 2016 2015Bunkers and lubricants $7,522 $5,746Escrow deposit - final installment for Gener8 Apollo — 9,011Insurance claims receivable 5,047 5,185Prepaid insurance 3,185 2,965Other 11,857 8,990Total $27,611 $31,897 The escrow deposit amount represents the loan proceeds due to the Company upon delivery of the Gener8 Apollo,which were received upon delivery of the vessel in January 2016. Insurance claims receivable consist substantially ofpayments made by the Company for repairs of vessels that the Company expects, pursuant to the terms of the insuranceagreements, to recover from the carrier within one year, net of deductibles which have been expensed. As of December 31,2016 and December 31, 2015, the portion of insurance claims receivable not expected to be collected within one year of $0.6million and $0.8 million, respectively, is included in Other noncurrent assets on the consolidated balance sheets. Otherprimarily represents $4.7 million of advances to our third‑party technical managers and the working capital due from Navig8associated with the Gener8 Spyridon and Gener8 Ulysses, aggregated to $0.9 million and $1.0 million, respectively. 12. OTHER NONCURRENT ASSETS Other noncurrent assets consist of the following (dollars in thousands): December31, December31, 2016 2015 Escrow deposits $38 $51,915 Working capital for 2011 VLCC pool 1,900 1,900 Long-term due from charters 1,546 1,546 Fresh start lease asset 1,183 1,319 Insurance claims 588 789 Total $5,255 $57,469 As of December 31, 2015, escrow deposits primarily represented the final installment payments for the Gener8Apollo. Subsequent to the delivery of the Gener8 Apollo in January 2016, the related amount was transferred to vessels.Working capital for 2011 VLCC pool and Long-term due from charters represent amounts due from the 2011 VLCC Pool andthe Atlas charter disputes. See Note 16, VESSEL POOL ARRANGEMENTS for more details. 13. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following (dollars in thousands): December31, December31, 2016 2015Accounts payable $6,821 $4,143Accrued milestone and supervision payments 5,368 105,895Accrued operating expenses 16,990 20,608Accrued administrative expenses 2,767 691Accrued interest 2,045 1,911Total $33,991 $133,248 Accrued milestones and supervision payments represent the amounts due for construction milestone and supervisioninstallment payments under the contracts for the Acquired VLCC Newbuildings. During the year endedF-24 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDecember 31, 2016, the Company paid $101.1 million of milestone and supervision installments that was accrued as ofDecember 31, 2015. 14. LONG‑TERM DEBT Long‑term debt consists of the following (dollars in thousands): December 31, December 31, 2016 2015Refinancing Facility $408,337 $551,950Korean Export Credit Facility 658,568 185,389Senior Notes 174,604 156,829Amended Sinosure Credit Facility 340,442 62,886Total 1,581,951 957,054Less: current portion of long-term debt (181,023) (135,367)Less: unamortized discount and debt financing costs (63,146) (48,964)Long-term debt less unamortized discount and debt issuance cost $1,337,782 $772,723 Unamortized discount and debt financing costs include an unamortized discount related to the Company’s SeniorNotes and deferred financing costs comprised of bank fees and legal expenses associated with securing new loan facilities.These deferred financing costs are amortized based upon the effective interest rate method over the life of the related debt,which is included in interest expense. On June 29, 2016, the Company amended the Sinosure Credit Facility for the purpose of financing the delivery oftwo VLCC newbuilding vessels, the Gener8 Chiotis and the Gener8 Miltiades. On May 2, 2016, the Company entered into interest rate swap transactions, which are intended to be cash flowhedges that effectively fix the interest rates for the Refinancing Facility, the Korean Export Credit Facility and the SinosureCredit Facility. The interest rate swap transactions were each confirmed under an ISDA Master Agreement, as published bythe International Swaps and Derivatives Associations, Inc. (“ISDA”), including the Schedule thereto and relateddocumentation containing customary representations, warranties and covenants. In December 2016, the Company amendedone of these two interest rate swap agreements and simultaneously terminated and re-entered into the other such swapagreement. The Company may modify or terminate any of the foregoing interest rate swap transactions in accordance withtheir terms or enter into additional swap transactions in the future from time to time. Notwithstanding the terms of the interestrate swap transactions, the Company remains ultimately obligated for all amounts due and payable under the credit facilitiesin accordance with the terms thereof. See Note 9, FINANCIAL INSTRUMENTS, for more details. As of December 31, 2016, the Company has an aggregate amount of up to approximately $190.0 million ofavailable borrowings under the Korean Export Credit Facility (subject to borrowing limits and other conditions set forth inthe applicable senior secured credit facilities) for the purpose of financing future deliveries of VLCC newbuilding vesselswith remaining installment payments of $143.2 million are due in 2017. In connection with the sale of four vessels during the year ended December 31, 2016, the Company repaid $60.3million of borrowings under the Refinancing Facility. Future principal repayment amounts of the Company’s outstanding debt for the next five years are as follows: 2017— $181.0 million, 2018— $142.7 million, 2019— $142.7 million, 2020—$280.6 million, 2021—$136.8 million andthereafter—$523.5 million. As of December 31, 2016 and 2015, the weighted average interest rate for the credit facilities are4.47% and 5.47%, respectively. Refinancing Facility On September 3, 2015, the Company entered into a term loan facility, dated as of September 3, 2015 (the“Refinancing Facility”), by and among the Company’s wholly-owned subsidiary, Gener8 Maritime Sub II, theF-25 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCompany, as parent, the lenders party thereto, and Nordea Bank Finland, PLC, New York Branch as Facility Agent andCollateral Agent in order to refinance the $508M Credit Facility and the $273M Credit Facility. The Refinancing Facilityprovides for term loans up to the aggregate approximate amount of $581.0 million, which were fully drawn on September 8,2015. The loans under the Refinancing Facility will mature on September 3, 2020. The Refinancing Facility bears interest at a rate per annum based on the London Interbank Offered Rate (“LIBOR”)plus a margin of 3.75% per annum. If there is a failure to pay any amount due on a loan under the Refinancing Facility andrelated credit documents, interest shall accrue at a rate 2.00% higher than the interest rate that would otherwise have beenapplied to such amount. The Refinancing Facility is secured on a first lien basis by a pledge of the Company’s interest in Gener8 MaritimeSub II, a pledge by Gener8 Maritime Sub II of its interests in the 21 vessel-owning subsidiaries it owns (the “Gener8 MaritimeSub II Vessel Owning Subsidiaries”) and a pledge by such Gener8 Maritime Sub II Vessel Owning Subsidiaries ofsubstantially all their assets, and is guaranteed by the Company and the Gener8 Maritime Sub II Vessel Owning Subsidiaries.In addition, the Refinancing Facility is secured by a pledge of certain of the Company’s and Gener8 Maritime Sub II VesselOwning Subsidiaries’ respective bank accounts. As of December 31, 2016, the Gener8 Maritime Sub II Vessel OwningSubsidiaries owned 5 VLCCs, 10 Suezmax vessels, 4 Aframax vessels and 2 Panamax vessels. Gener8 Maritime Sub II is obligated to repay the Refinancing Facility in 20 consecutive quarterly installments,which commenced on September 3, 2015. Gener8 Maritime Sub II is also required to prepay the Refinancing Facility uponthe occurrence of certain events, such as a sale for vessels held as collateral or total loss of a vessel. The Company is required to comply with various collateral maintenance and financial covenants under theRefinancing Facility, including with respect to its maximum leverage ratio, minimum cash balance and an interest expensecoverage ratio covenant. The Refinancing Facility also requires the Company to comply with a number of customarycovenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annualprojections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA;maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitationson liens; limitations on issuance of certain equity interests; limitations on restricted payments; limitations on transactionswith affiliates; and other customary covenants and related provisions. The Refinancing Facility also contains certain restrictions on payments of dividends and prepayments of theindebtedness outstanding under the Note and Guarantee Agreement (as defined below). The Refinancing Facility permits theCompany to pay dividends and make prepayments under the Note and Guarantee Agreement so long as the Companysatisfies certain conditions under the Refinancing Facility’s minimum cash balance and collateral maintenance tests subjectto a cap of 50% of consolidated net income earned by the Company after the closing date of the Refinancing Facility. Forpurposes of calculating consolidated net income, consolidated net income will be adjusted, without duplication, by addingnoncash interest expense and amortization of other fees and expenses; amounts attributable to impairment charges onintangible assets, including amortization or write-off of goodwill; non-cash management retention or incentive programpayments; non-cash restricted stock compensation; and losses on minority interests or investments less gains on suchminority interests or investments. The Company is also permitted to pay dividends in an amount not to exceed net cashproceeds received from its issuance of equity after the date of the Refinancing Facility. The Company may also makeprepayments under the Note and Guarantee Agreement from the proceeds received from sale of assets so long as it satisfiescertain conditions under its minimum cash balance and collateral maintenance tests. Further, the Company is allowed torefinance the Note and Guarantee Agreement subject to certain restrictions and pay the outstanding indebtedness under theNote and Guarantee Agreement on the maturity date of the Note and Guarantee Agreement. As of December 31, 2016, none ofthe Company’s net income and retained earnings was free of such restrictions. The Refinancing Facility includes customary events of default and remedies for credit facilities of this nature,including an event of default if a change of control occurs. In addition to other customary events, a change of control underthe Refinancing Facility occurs if a change of control occurs under the governing document of any indebtednessF-26 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentswith an aggregate principal amount of greater than $20 million, and, as a result, such indebtedness becomes due and payableprior to its stated maturity date. If the Company does not comply with its financial and other covenants under theRefinancing Facility, the lenders may, subject to customary cure rights, require the immediate payment of all amountsoutstanding under the Refinancing Facility. On December 15, 2016, the Company entered into a First Amendment (the “Amendment”) to the RefinancingFacility. The Amendment revised the definition of “Payment Date” contained in the Refinancing Facility to be the 15th dayof each April, July, October and January. If such date is not a business day, the Payment Date will be the business dayimmediately prior to such date. The term “Payment Date” is used in the Refinancing Facility with respect to amortizationpayments. Prior to entry into the Amendment, the Payment Date was defined as the last business day of each March, June,September and December. See Note 9, FINANCIAL INSTRUMENTS, for the Company’s interest rate risk management program related to thecredit facility. Korean Export Credit Facility On September 3, 2015, the Company entered into a term loan facility (the “Korean Export Credit Facility”) to fund aportion of the remaining installment payments due under shipbuilding contracts for 15 VLCC newbuildings owned by theCompany at that time. The borrower under the Korean Export Credit Facility is Gener8 Maritime Subsidiary VIII Inc.(“Gener8 Maritime Sub VIII”), the Company’s wholly owned subsidiary, and the Korean Export Credit Facility is guaranteedby the Company. The Korean Export Credit Facility provides for term loans up to the aggregate approximate amount of$963.7 million, which is comprised of a tranche of term loans to be made available by a syndicate of commercial lenders upto the aggregate approximate amount of $282.0 million (the “Commercial Tranche”), a tranche of term loans to be fullyguaranteed by the Export-Import Bank of Korea (“KEXIM”) up to the aggregate approximate amount of up to $139.7 million(the “KEXIM Guaranteed Tranche”), a tranche of term loans to be made available by KEXIM up to the aggregateapproximate amount of $197.4 million (the “KEXIM Funded Tranche”) and a tranche of term loans insured by Korea TradeInsurance Corporation (“K-Sure”) up to the aggregate approximate amount of $344.6 million (the “K-Sure Tranche”). As ofDecember 31, 2016, approximately $190.0 million was available to borrow in aggregate under this facility to fund theremaining installment payments. At or around the time of delivery of each of the VLCC newbuildings, a loan will be available to be drawn under theKorean Export Credit Facility in an amount equal to the lowest of (i) 65% of the final contract price of such VLCCnewbuilding, (ii) 65% of the maximum contract price of such VLCC newbuilding and (iii) 60% of the fair market value ofsuch VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding. Each such loan is referred toherein as a “Korean Vessel Loan.” Each Korean Vessel Loan will be allocated pro rata to each lender of the CommercialTranche, KEXIM Guaranteed Tranche, KEXIM Funded Tranche and K-Sure Tranche based on their respective commitments,other than the Korean Vessel Loans to fund the deliveries of the Gener8 Hector and the Gener8 Nestor, which will be fullyfunded by the lenders of the Commercial Tranche. Each Korean Vessel Loan will mature, in respect of the Commercial Tranche, on the date falling 60 months from thedate of borrowing of that Korean Vessel Loan and, in respect of the other tranches, on the date falling 144 months from thedate of borrowing of that Korean Vessel Loan. KEXIM and K-Sure have the option of requiring prepayment of theirrespective tranches if the Commercial Tranche is not, upon its termination date, fully refinanced or renewed by thecommercial lenders. Upon exercise of such option, all outstanding amounts under the relevant tranche must be repaid uponthe termination date of the Commercial Tranche. The Korean Export Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of, in relation tothe Commercial Tranche, 2.75% per annum, in relation to the KEXIM Guaranteed Tranche, 1.50% per annum, in relation tothe KEXIM Funded Tranche, 2.60% per annum and in relation to the K-Sure Tranche, 1.70% per annum. If there is a failure topay any amount due on a Korean Vessel Loan, interest shall accrue at a rate 2.00% higher than the interest rate that wouldotherwise have been applied to such amount. See Note 9, FINANCIAL INSTRUMENTS, for the Company’s interest rate riskmanagement program related to the Korean Export Credit Facility. F-27 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe Korean Export Credit Facility is secured on a first lien basis by a pledge of the Company’s interest in Gener8Maritime Sub V, a pledge by Gener8 Maritime Sub V of its interests in Gener8 Maritime Sub VIII, a pledge by Gener8Maritime Sub VIII of its interests in its 15 wholly-owned subsidiaries intended to own vessels or newbuildings (the “Gener8Maritime Sub VIII Vessel Owning Subsidiaries”), and a pledge by such Gener8 Maritime Sub VIII Vessel OwningSubsidiaries of substantially all their assets, and is guaranteed by the Company, Gener8 Maritime Sub V and the Gener8Maritime Sub VIII Vessel Owning Subsidiaries. In addition, the Korean Export Credit Facility is secured by a pledge ofcertain of the Company’s and Gener8 Maritime Sub VIII Vessel Owning Subsidiaries’ respective bank accounts. Gener8 Maritime Sub VIII is obligated to repay the Commercial Tranche of each Korean Vessel Loan in 20 equalconsecutive quarterly installment (excluding a final balloon payment equal to 2/3 of the applicable Korean Vessel Loan) ofsuch Korean Vessel Loan and is obligated to repay the other tranches of each Korean Vessel Loan in 48 equal consecutiveinstallments. Gener8 Maritime Sub VIII is also required to prepay Korean Vessel Loans upon the occurrence of certain events,including a default under a shipbuilding contract, a sale or total loss of a vessel, and upon election by the majority lenders,upon a change of control. If, at any time, none of (i) Peter Georgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of ourboard of directors, a change of control would occur under the Korean Export Credit Facility. For example, since Mr.Brocklesby is not currently a member of the board of directors, a change of control would occur should Mr. Georgiopoulosand Mr. Busch both resign or be removed from the board, decline to stand for reelection or fail to be reelected to the board,die or otherwise cease to remain as the Company’s directors for any reason. In the event of a change of control under theKorean Export Credit Facility, the majority lenders may elect to declare all amounts outstanding under the Korean VesselLoans to be immediately due and payable and, in the event of non-payment, proceed against the collateral securing suchloans. The lenders may make this election at any time following the occurrence of a change of control. The Company is required to comply with various collateral maintenance and financial covenants under the KoreanExport Credit Facility, which are described in more detail below under the heading “Financial Covenants.” If the Companydoes not comply with its financial and other covenants under the Korean Export Credit Facility, the lenders may, subject tovarious customary cure rights, require the immediate payment of all amounts outstanding under the Korean Export CreditFacility. Amended Sinosure Credit Facility On December 1, 2015, the Company entered into a term loan facility (the “Sinosure Credit Facility”) to fund aportion of the installment payments due under shipbuilding contracts in respect of three VLCC newbuildings which arebeing built at Chinese shipyards and to refinance a credit facility. The borrower under the Sinosure Credit Facility is Gener8Maritime Subsidiary VII Inc. (“Gener8 Maritime Sub VII”), the Company’s wholly owned subsidiary, and the Sinosure CreditFacility is guaranteed by the Company. The Sinosure Credit Facility provided term loans up to the aggregate approximateamount of $259.6 million. On June 29, 2016, the Company amended the Sinosure Credit Facility (the “Amended SinosureCredit Facility”) to, among other things, include (i) Gener8 Chiotis LLC and Gener8 Miltiades LLC as owner guarantorsunder the Sinosure Credit Facility and (ii) two additional term loan tranches having an aggregate amount of up toapproximately $125.7 million, for purposes of financing deliveries of an additional two VLCC newbuilding vessels, theGener8 Chiotis and the Gener8 Miltiades. As of December 31, 2016, the Amended Sinosure Credit Facility funded thedelivery of five VLCC newbuildings and refinanced a credit facility. The Amended Sinosure Credit Facility provided forterm loans up to the aggregate amount of approximately $385.2 million. Loans under the Amended Sinosure Credit Facility were drawn down at or around the time of delivery of eachnewbuilding funded by the Amended Sinosure Credit Facility. Each loan drawn under the Amended Sinosure Credit Facilityis referred to as a “Sinosure Vessel Loan.” Each Sinosure Vessel Loan was allocated pro rata to each lender based on itscommitments. The Company’s ability to utilize these funds is subject to the actual delivery of the vessel and other borrowingconditions. Each Sinosure Vessel Loan will mature on the date falling 144 months from the date of borrowing of thatSinosure Vessel Loan. F-28 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe Amended Sinosure Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of 2.00% perannum. If there is a failure to pay any amount due on a Sinosure Vessel Loan, interest shall accrue at a rate 2.00% higher thanthe interest rate that would otherwise have been applied to such amount. See Note 9, FINANCIAL INSTRUMENTS, for theCompany’s interest rate risk management program related to the Amended Sinosure Credit Facility. The Amended Sinosure Credit Facility is secured on a first lien basis by a pledge of the Company’s interest inGener8 Maritime Sub VII, a pledge by Gener8 Maritime Sub VII of its interests in its four wholly-owned subsidiaries owningor intended to own vessels or newbuildings (the “Gener8 Maritime Sub VII Vessel Owning Subsidiaries”) and a pledge bysuch Gener8 Maritime Sub VII Vessel Owning Subsidiaries of substantially all their assets, and is guaranteed by theCompany and the Gener8 Maritime Sub VII Vessel Owning Subsidiaries. In addition, the Amended Sinosure Credit Facility issecured by a pledge of certain of the Company’s and Gener8 Maritime Sub VII Vessel Owning Subsidiaries’ respective bankaccounts. Gener8 Maritime Sub VII is obligated to repay each Sinosure Vessel Loan in equal consecutive quarterlyinstallments (excluding a final balloon payment equal to 20% of the applicable Sinosure Vessel Loan), each in an amountequal to 1 2/3% of such Sinosure Vessel Loan, on each of March 21, June 21, September 21 and December 21 until theSinosure Vessel Loan’s maturity date. On the respective maturity date, Gener8 Maritime Sub VII is obligated to repay theremaining amount that is outstanding under each Sinosure Vessel Loan. Gener8 Maritime Sub VII is also required to prepaythe loans upon the occurrence of certain events, including a default under a shipbuilding contract, a sale or total loss of avessel and, upon election by The Export-Import Bank of China and one other lender, upon a change of control of theCompany. If, at any time, none of (i) Peter Georgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of ourboard of directors, a change of control would occur under the Amended Sinosure Credit Facility. For example, since Mr.Brocklesby is not currently a member of the board of directors, a change of control would occur should Mr. Georgiopoulosand Mr. Busch both resign or be removed from the board, decline to stand for reelection or fail to be reelected to the board,die or otherwise cease to remain as the Company’s directors for any reason. In the event of a change of control under theAmended Sinosure Credit Facility, the majority lenders may elect to declare all amounts outstanding under the SinosureVessel Loans to be immediately due and payable and, in the event of non-payment, proceed against the collateral securingsuch loans. The lenders may make this election at any time following the occurrence of a change of control. The Company is required to comply with various collateral maintenance and financial covenants under theAmended Sinosure Credit Facility, which are described in more detail below under the heading “Financial Covenants.” If theCompany does not comply with its financial and other covenants under the Amended Sinosure Credit Facility, the lendersmay, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the AmendedSinosure Credit Facility. Senior Notes On March 28, 2014, the Company and Gener8 Maritime Sub V Inc. (“Gener8 Maritime Sub V”) entered into a noteand guarantee agreement (the “Note and Guarantee Agreement”), with affiliates of BlueMountain Capital Management, LLC,in respect of the Company’s issuance of senior unsecured notes due 2020 (the “Senior Notes”). On May 13, 2014, theCompany issued the Senior Notes in the aggregate principal amount of $131.6 million for proceeds of approximately $125million (before fees and expenses), after giving effect to the original issue discount provided for in the Note and GuaranteeAgreement. As of December 31, 2016 and 2015, the discount on the Senior Notes was $4.9 million and $5.7 million,respectively, which the Company amortizes as additional interest expense until March 28, 2020. On October 21, 2015, we entered into an amendment to the Note and Guarantee Agreement, dated as of October 21,2015, by and among the parties to the Note and Guarantee Agreement, which allowed us to enter into the Citibank Facility. F-29 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOn December 2, 2015, the Company entered into an amendment to the Note and Guarantee Agreement, dated as ofDecember 2, 2015, by and among the parties to the Note and Guarantee Agreement. This amendment permits the Company torepurchase outstanding equity interests held by employees, former employees, directors and former directors (i) pursuant tocertain stock option grant agreements and equity incentive plans and (ii) in an amount equal to the value of any withholdingtaxes in connection with the vesting of equity interests granted to employees, former employees, directors or former directors. Interest on the Senior Notes accrues at the rate of 11.0% per annum in the form of additional Senior Notes and theballoon repayment is due 2020, except that if the Company at any time irrevocably elects to pay interest in cash for theremainder of the life of the Senior Notes, interest on the Senior Notes will thereafter accrue at the rate of 10.0% per annum. Interest Expense, net Interest expense, net consists of the following (amounts in thousands): For the Years Ended December 31, 2016 2015 2014Refinancing Facility (1) $(21,561) $(7,564) $ —Korean Export Credit Facility (1) (13,224) (922) —Senior Notes (18,612) (16,529) (9,554)Amended Sinosure Credit Facility (1) (7,444) (19) —Fully repaid credit facilities — (20,046) (28,436)Amortization of deferred financing costs (11,295) (3,434) (908)Capitalized interest 27,602 35,170 8,958Commitment fees (5,201) (2,713) —Interest income 108 75 91Interest expense, net $(49,627) $(15,982) $(29,849)(1) Amounts include interest rate swaps settlements. Financial Covenants Under the Refinancing Facility, the Korean Export Credit Facility and the Amended Sinosure Credit Facility, theCompany is required to comply with various collateral maintenance and financial covenants, including with respect to itsmaximum leverage ratio, minimum cash balance and an interest expense coverage ratio covenant. These facilities and theNote and Guarantee Agreement also require the Company to comply with a number of customary covenants, includingcovenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintainingrequired insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag andclass of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations onissuance of certain equity interests; limitations on restricted payments; limitations on transactions with affiliates; and othercustomary covenants and related provisions. As of December 31, 2016, the Company was in compliance with all suchcovenants that were in effect on such date. The Refinancing Facility, the Korean Export Credit Facility and the Amended Sinosure Credit Facility also containcertain restrictions on payments of dividends and prepayments of the indebtedness under the Note and Guarantee Agreement.The Refinancing Facility, the Korean Export Credit Facility and the Amended Sinosure Credit Facility permit the Companyto pay dividends and make prepayments under the Note and Guarantee Agreement so long as the Company satisfies certainconditions under these facilities’ minimum cash balance and collateral maintenance tests subject to a limit of 50% ofconsolidated net income earned by the Company after the date of the respective facility. For purposes of calculatingconsolidated net income, consolidated net income will be adjusted, without duplication, by adding noncash interest expenseand amortization of other fees and expenses; amounts attributable to impairment charges on intangible assets, includingamortization of goodwill; non-cash management retention or incentive programF-30 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentspayments; non-cash restricted stock compensation; and losses on minority interests or investments less gains on suchminority interests or investments. The Company is also permitted to pay dividends in an amount not to exceed net cashproceeds received from its issuance of equity after the date of the respective facility. It may also make prepayments under theNote and Guarantee Agreement from the proceeds received from sale of assets so long as it satisfies certain conditions underits minimum cash balance and collateral maintenance tests. Further, the Company is allowed to refinance the Note andGuarantee Agreement subject to certain restrictions and repay the outstanding indebtedness under the Note and GuaranteeAgreement on the maturity date of the Note and Guarantee Agreement. Under the Note and Guarantee Agreement, the Company is permitted to make dividend payments if, after givingeffect to the dividends, the ratio of the Company’s secured indebtedness minus its cash to the Company’s aggregate fairmarket value of all of its vessels is less than 60%, and the Company satisfies certain conditions under the Note and GuaranteeAgreement’s cumulative consolidated net income and net cash proceeds tests. In addition, in order to make dividendpayments under the Note and Guarantee Agreement, the Company must have irrevocably elected to pay interest on theSenior Notes in cash rather than additional Senior Notes. The Note and Guarantee Agreement also requires the Company to comply with the performance of obligations underthe terms of each mortgage, indenture, security agreement and other debt instrument by which the Company is bound. TheNote and Guarantee Agreement allows for the incurrence of additional indebtedness or refinancing of existing indebtednessupon the reduction of the loan to value ratio set forth therein to or below certain thresholds. Guarantees The Company may issue debt securities in the future. All or substantially all of the subsidiaries of the Company maybe guarantors of such debt. Any such guarantees are expected to be full, unconditional and joint and several. Each of theCompany’s subsidiaries is 100% owned by the Company. In addition, the Company has no independent assets or operationsoutside of its ownership of the subsidiaries and any such subsidiaries of the Company other than the subsidiary guarantorsare expected to be minor. Other than restrictions contained under applicable provisions of the corporate, limited liabilitycompany and similar laws of the jurisdictions of formation of the subsidiaries of the Company, no restrictions exist on theability of the subsidiaries to transfer funds to the Company through dividends, distributions or otherwise. 15. FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of the Company’s financial instruments are as follows (dollars in thousands): December 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Value Value Value ValueCash and cash equivalents $94,681 $94,681 $157,535 $157,535Restricted cash 1,457 1,457 1,425 1,425Long-term debt, including current portion, excluding discount 1,581,951 1,564,364 957,054 906,639 Fair value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exitprice) in the principal or most advantageous market for the asset or liability in an orderly transaction between marketparticipants on the measurement date. The Company uses a fair value hierarchy which maximizes the use of observableinputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used tomeasure fair value with Level 1 having the highest priority and Level 3 having the lowest:Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or otherinputs that are observable or can be corroborated by observable market data for substantially the full term of theassets or liabilities.F-31 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsLevel 3 Unobservable inputs that are supported by little or no market activity. Level 3 assets or liabilities arethose whose values are determined using pricing models, discounted cash flow methodologies, or similar techniqueswith significant unobservable inputs, as well as assets or liabilities for which the determination of fair value requiressignificant judgment or estimation.The Company uses the following methods and assumptions in estimating fair values for its financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet approximate fair value due to theshort-term maturity or variable rates of these instruments. Restricted cash: The carrying amounts of the Company’s other financial instruments at December 31, 2016 andDecember 31, 2015 approximate fair value and are considered to be Level 1 items.Long-term debt, including current portion, excluding discount: The carrying amount of the variable rateborrowings under the Refinancing Facility, Korean Export Credit Facility and Amended Sinosure Credit Facility as ofDecember 31, 2016 and December 31, 2015 approximates the fair value estimated based on current market rates and theCompany’s credit spreads. The fair value of the Senior Notes, included in the table above as a component of long-term debt,was based on the income approach using observable Level 2 market expectations at measurement date and standardvaluation techniques to convert future amounts to a single present amount. Level 2 inputs include futures contracts onLIBOR, LIBOR cash and swap rates and the Company’s credit spreads. The Company’s credit spread is estimated as thespread over LIBOR which varies from 1.5% to 1.75%. Goodwill: Nonrecurring fair value measurements include a goodwill impairment assessment completed during theinterim period as determined based on the impairment test performed, which are Level 2 inputs. See Note 3, GOODWILL. As of December 31, 2016, the Company classified the Gener8 Ulysses as Current assets – assets held for sale, in theconsolidated balance sheet. The vessel was subsequently sold during the first quarter of 2017. See Note 22, SUBSEQUENTEVENTS. On December 30, 2015, the Company entered into an agreement to sell the 2004-built Handymax tanker Gener8Consul. As of December 31, 2015, the Gener8 Consul was classified as held for sale, which was finalized in first quarter of2016. Derivatives: The Company has elected to use the income approach to value the interest rate swap derivatives usingobservable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts toa single present amount (discounted) reflecting current market expectations about those future amounts. Level 2 inputs forthe derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futurescontracts) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swaprates, implied volatility for floors, basis swap adjustments and credit risk at commonly quoted intervals). Mid-market pricingis used as a practical expedient for fair value measurements. The credit effect on the derivative's fair value is calculated byapplying a continuously compounded discount factor based on credit default swap rates of the counterparty when the swap isin an asset position pre-credit and based on the spread over LIBOR of 2% when the swap is in a liability position pre-credit. F-32 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe fair value of a vessel held for sale during the year ended December 31, 2016 and 2015 was determined based onthe selling price, net of estimated costs to sell, of such asset based on the contract of sale finalized within a short periodof time of its classification as held for sale, and measured on a nonrecurring basis. The following table summarizes the valuation of assets measured on a nonrecurring basis (dollars in thousands): December 31, 2016 December 31, 2015 Significant Significant Other Significant Other Significant Observable Unobservable Observable Unobservable Inputs Inputs Inputs Inputs Total (Level 2) (Level 3) Total (Level 2) (Level 3)Assets held for sale $30,195 $30,195 $ — $16,999 $16,999 $ — The following table summarizes the valuation of assets / liabilities measured on a recurring basis (dollars inthousands): December 31, 2016 December 31, 2015 Significant Significant Other Significant Other Significant Observable Unobservable Observable Unobservable Inputs Inputs Inputs Inputs Total (Level 2) (Level 3) Total (Level 2) (Level 3)Interest rate swaps - Assets $19,585 $19,585 $ — $ — $ — $ —Interest rate swaps - Liabilities 1,552 1,552 — — — — 16. VESSEL POOL ARRANGEMENTS 2011 VLCC Pool During the second quarter of 2011, the Company agreed to enter five of its VLCCs into a commercial pool ofVLCCs (the “2011 VLCC Pool”) managed by a third‑party company (“2011 VLCC Pool Operator”). Through March 31,2012, the Genmar Vision, the Genmar Ulysses, the Genmar Zeus, the Genmar Hercules and the Genmar Victory weredelivered into the 2011 VLCC Pool. The subsidiaries of the Company which own the Genmar Poseidon and the Genmar Atlas entered into time charterswith a subsidiary company of the 2011 VLCC Pool Operator which in turn delivered those vessels into the 2011 VLCC Poolin July 2011. These two time charters were at market related rates, subject to a floor of $15,000 per day and a 50% profit shareabove $30,000 per day. The Genmar Atlas and the Genmar Poseidon time charters were terminated and the vessels wereremoved from the 2011 VLCC Pool in October 2012 and June 2013, respectively. As each vessel entered the 2011 VLCC Pool, the Company was required to fund a working capital reserve of $2,000per vessel, which was increased to $2,500 per vessel during the fourth quarter of 2012. This reserve was being accumulatedover an eight‑month period via $250 per month being withheld from distributions of revenues earned. The 2011 VLCC PoolOperator is responsible for the working capital reserve for the two vessels it charters. For the five vessels delivered directlyinto the 2011 VLCC Pool by December 31, 2012, there is a working capital reserve of $1,900 as of December 31, 2015 andDecember 31, 2014. All five of these vessels left the 2011 VLCC Pool by the end of May 2013, while the Companycontinues to own and operate these vessels. These five vessels have receivables from the 2011 VLCC Pool, including theworking capital reserve, amounting to $3,446, which is recorded on the consolidated balance sheet as Other assets, as ofDecember 31, 2015 and December 31, 2014 for undistributed earnings and bunkers onboard the vessels when they enteredinto the 2011 VLCC Pool and certain other advances made by the Company on behalf of the vessels in the 2011 VLCC Pool. See Note 20, COMMITMENTS AND CONTINGENCIES, for a discussion regarding a dispute on balances due fromthe 2011 VLCC Pool. F-33 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUnique Tankers Pool On November 29, 2012, Unique Tankers LLC, a wholly‑owned subsidiary of the Company (“Unique Tankers”),entered into an Agency Agreement (the “Unique Agency Agreement”) with Unipec UK Company Limited (“Unipec”) forpurposes of establishing and operating a pool of tanker vessels (the “Unique Pool”) to be employed in the worldwide carriageor storage of crude oil, fuel oil or other products. Pursuant to the Unique Agency Agreement, Unique Tankers is jointlymanaged by Gener8 Maritime Management LLC, a wholly‑owned subsidiary of the Company (“GMM”), and Unipec througha pool committee (the “Unique Pool Committee”). Unique Tankers chartered in tanker vessels (“Unique Pool Vessels”) under time charters providing vessel ownerswith a charter hire based on the earnings of all of the vessels entered in the Unique Tankers pool and pool weightingsassigned to the vessels pursuant to pool participation agreements entered into with vessel owners. In turn, Unique Tankersdeployed Unique Pool Vessels as agent of the vessel owners/disponent owners to its customers. Subject to the direction of the Unique Pool Committee, GMM act as Unique Pool manager, providing administrativeservices to Unique Tankers. GMM also oversees, monitors and assists with, as requested, commercial management of theUnique Pool Vessels. GMM is entitled to receive a fixed fee per day for each Unique Pool Vessel for such services. All suchfees have been eliminated in consolidation. For the years ended December 31, 2015 and 2014, all of the vessels in theUnique Pool were owned by the Company. Pursuant to the Unique Agency Agreement, Unipec acted as the exclusivecommercial manager of the Unique Pool Vessels, and as compensation received a certain percentage of the gross voyagerevenues obtained by each Unique Pool Vessel (the “Unique Agency Fee”). For the years ended December 31, 2015 and2014, the Unique Agency Fee amounted to $2.2 million and $2.7 million, respectively. The Unique Agency Fee is includedin Voyage Expenses on the consolidated statements of operations. As of December 31, 2014, seventeen of the Company’s vessels were chartered into the Unique Pool. For the yearsended December 31, 2016, 2015 and 2014, voyage revenue associated with the Unique Pool amounted to $0, $0.2 millionand $0.3 million, respectively. Voyage revenue associated with the Unique Pool is included in the consolidated statementsof operations as a component of Spot charter revenues. On May 7, 2015, the Company delivered to Unipec a notice of termination under certain of its pool-relatedagreements between Unipec and Unique Tankers, including the Unique Agency Agreement. As of December 31, 2016 and2015, none of the Company’s vessels were deployed in the Unique Pool. Navig8 Pools The Company employs all of its VLCC, Suezmax and Aframax vessels in Navig8 Group commercial crude tankerpools including the VL8 Pool, the Suez8 Pool and the V8 Pool. In June 2015, certain of the Company’s VLCC, Suezmax,Aframax and newbuilding owning subsidiaries entered into pool agreements with VL8 Pool Inc. and V8 Pool Inc.,subsidiaries of Navig8 Limited, the beneficial owner of over 4% of the Company’s outstanding common shares as ofDecember 31, 2015 and 2016. 17. LEASE COMMITMENTS In 2004, the Company entered into a 15‑year lease for office space in New York, New York. The monthly rental is asfollows: Free rent from December 1, 2004 to September 30, 2005, $110 per month from October 1, 2005 to September 30,2010, $119 per month from October 1, 2010 to September 30, 2015, and $128 per month from October 1, 2015 toSeptember 30, 2020. The monthly straight‑line rental expense is $161, including amortization of the lease asset recorded onMay 17, 2012 associated with fresh-start accounting, for the period from May 18, 2012 to September 30, 2020. During theyears ended December 31, 2016, 2015 and 2014, the Company recorded expense associated with this lease of $1.9 million,$2.0 million and $1.8 million, respectively. In July 2015, the Company amended its office lease to, among other things, extend the lease term for an additionalfive year period commencing on October 1, 2020 at a rate of $182 per month. After the lease amendment,F-34 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsfuture minimum rental payments on this lease for the next five years are as follows: 2017— $1.5 million, 2018— $1.5million, 2019— $1.5 million, 2020—$1.7 million, 2021—$2.2 million and thereafter—$8.2 million. On June 30, 2015, the Company increased its letter of credit and related cash collateral in anticipation of theextension of its office lease. As of December 31, 2016 and December 31, 2015, the Company had an outstanding letter ofcredit of $1.4 million in both periods, as required under the terms of its office lease. This letter of credit is secured by cashplaced in a restricted account amounting to $1.5 million as of December 31, 2016 and December 31, 2015. 18. RELATED PARTY TRANSACTIONS The following are related party transactions not disclosed elsewhere in these financial statements: Navig8 Group consists of Navig8 Limited, the beneficial owner of over 4% of the Company’s outstanding commonshares, and all of its subsidiaries. These subsidiaries include Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd, VL8Management Inc., Navig8 Inc., VL8 Pool Inc. (the VL8 pool manager), V8 Management, Inc., V8 Pool Inc. (the V8 pool andSuez8 pool manager) and Integr8 Fuels Inc. Nicolas Busch, a member of the Company’s Board of Directors, is a director andbeneficial owner of Navig8 Limited. In 2015, the Company’s relevant newbuilding and vessel owning subsidiaries entered into pool agreements withVL8 Pool, Inc. for the Company’s existing and newbuilding VLCC vessels and with V8 Pool Inc. for the Company’sSuezmax and Aframax vessels, in each case for VL8 Pool, Inc. and V8 Pool Inc. to act as pool managers (“Pool Managers”).The Pool Managers act as the time charterer of the pool vessels and will enter the pool vessels into employment contractssuch as voyage charters. The Pool Managers allocate the revenue of applicable pool vessels between all the pool participantsbased on pool results and a pre-determined allocation method. Pursuant to each pool agreement, the Company is required topay an administration fee of $325.00 per day per VLCC vessel in the VL8 Pool and per Suezmax vessel in the V8 Pool, and$250.00 per day per Aframax vessel in the V8 Pool. Navig8 Pools As of December 31, 2016, 23 of the Company’s VLCC vessels have entered into the VL8 pool, ten of the Company’sSuezmax vessels have entered into the Suez8 pool and 4 of the Company’s Aframax vessels have entered into the V8 pool.As of December 31, 2015, 11 of the Company’s VLCC vessels had entered into the VL8 pool, 11 of the Company’s Suezmaxvessels have entered into the Suez8 pool and 4 of the Company’s Aframax vessels have entered into the V8 pool. During the years ended December 31, 2016, 2015 and 2014, the Company earned net pool distributions of $368.9million (which is comprised of $239.0 million from VL8 pool, $103.5 million from Suez8 pool and $26.4 million from V8pool), $149.6 million (which is comprised of $75.9 million from VL8 pool, $52.4 million from Suez8 pool and $21.3 millionfrom V8 pool) and $0, respectively, from Navig8 pools. These amounts are included in Navig8 pool revenues on theconsolidated statement of operations. As of December 31, 2016 and 2015, a balance of $60.7 million ($40.9 million from VL8 pool, $16.1 million fromSuez8 pool and $3.7 million from V8 pool) and $38.1 million ($17.3 million from VL8 pool, $15.5 million from Suez8 pooland $5.3 million from V8 pool), respectively, is unpaid and is included in Due from Navig8 pools on the consolidatedbalance sheet. From the closing of the 2015 merger until March 2016, the Nave Quasar was chartered-in from Navig8 Inc., asubsidiary of Navig8 Limited, at a gross daily rate of $26 thousand, and the pool earnings were subject to a 50% profit sharewith Navig8 Inc. for earnings above $30 thousand per day. For the years ended December 31, 2016, 2015 and 2014, therelated expense amounted to $3.1 million, $11.3 million and $0, respectively, and is included in Navig8 charterhire expenseson the consolidated statement of operations. In March 2016, the Company re-delivered the Nave Quasar to the owner. F-35 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWorking Capital at Navig8 Pools The Company is required to provide working capital to each of VL8 Pool Inc. and V8 Pool Inc. upon delivery ofeach vessel into the applicable Navig8 pool. During the first quarter of 2016, Navig8 Group revised the working capitalrequirements of the Navig8 pools whereby participants provide working capital of $1.0 million (from $1.5 million), $0.9million (from $1.0 million) and $0.7 million (from $0.8 million) to VL8 Pool Inc. in respect of the VL8 pool, V8 Pool Inc. inrespect of the Suez8 Pool and V8 Pool Inc. in respect of the V8 Pool, respectively, for each applicable vessel delivered intothe pool. As of December 31, 2016 and 2015, the working capital associated with the Company’s owned vessels entered intothe VL8 Pool, Suez8 Pool, and V8 Pool aggregated to $33.1 million and $26.0 million, respectively, and is included inWorking capital at Navig8 pools on the consolidated balance sheet as noncurrent assets. Additionally, as of December 31,2016, the working capital associated with the Gener8 Spyridon and Gener8 Ulysses, two recently sold vessels, aggregated to$0.9 million and $1.0 million, respectively, and is included in prepaid expenses and other current assets on the consolidatedbalance sheet. See Note 8, DELIVERY AND DISPOSAL OF VESSELS and Note 22, SUBSEQUENT EVENTS. Navig8 Supervision Agreement The Company has supervision agreements with Navig8 Shipmanagement Pte Ltd., or “Navig8 Shipmanagement,” asubsidiary of Navig8 Limited, with regards to the 2015 Acquired VLCC Newbuildings whereby Navig8 Shipmanagementagrees to provide advice and supervision services for the construction of the newbuilding vessels. These services also includeproject management, plan approval, supervising construction, fabrication and commissioning and vessel delivery services.As per the supervision agreements, Gener8 Subsidiary agrees to pay Navig8 Shipmanagement a total fee of $0.5 million pervessel. During the years ended December 31, 2016 and 2015, the Company recorded supervision fees of $2.9 million and$1.0 million, respectively. These amounts are included in Vessels under construction on the consolidated balance sheet asnoncurrent assets. As of December 31, 2016 and 2015, $1.3 million and $4.2 million, respectively, remained outstanding. Corporate Administration Agreement On December 17, 2013, Navig8 Crude, which merged with the Company on May 7, 2015, entered into a corporateadministration agreement with a subsidiary of Navig8 Limited, whereby the Navig8 Limited subsidiary agreed to providecertain administrative services for Navig8 Crude. In accordance with the corporate administration agreement, Navig8 Crudeagreed to pay the Navig8 Limited subsidiary a fee of $250.00 per vessel or newbuilding owned by Navig8 Crude per day.During the year ended December 31, 2016 and 2015, Navig8 billed the Company a total of $1.3 million and $0.8 million,respectively, for corporate administration fees. A payable balance of $0.1 million remained outstanding as of December 31,2016 and 2015. Other Related Party Transactions During the years ended December 31, 2016, 2015 and 2014, the Company incurred office expenses totalingapproximately $7 thousand, $7 thousand and $11 thousand, respectively, on behalf of Peter C. Georgiopoulos, the Chairmanof the Company’s Board and Chief Executive Officer. As of December 31, 2016 and 2015, a balance due from Mr.Georgiopoulos of approximately $4 thousand and $7 thousand, respectively, remains outstanding. The Company incurred certain business, travel, and entertainment costs totaling $0.1 million, during each of theyears ended December 31, 2016, 2015 and 2014, on behalf of Genco Shipping & Trading Limited (“Genco”), an owner andoperator of dry bulk vessels. During such periods, Mr. Georgiopoulos was chairman of Genco’s board of directors. As ofDecember 31, 2016 and 2015, a balance due from Genco of $0 and $8 thousand, respectively, remains outstanding. OnOctober 13, 2016, Mr. Georgiopoulos resigned as chairman of the board of directors and a director of Genco. F-36 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDuring the year ended December 31, 2014, Genco made available certain of its employees who performed internalaudit services for us for which we were invoiced $84 thousand based on actual time spent by the employees. No suchservices were provided during the years ended December 31, 2016 and 2015. As of December 31, 2016 and 2015, no balanceremains outstanding. Aegean Marine Petroleum Network, Inc. (“Aegean”) supplied bunkers and lubricating oils to the Company’s vesselsaggregating $5.2 million, $8.2 million and $17.1 million, during the years ended December 31, 2016, 2015 and 2014,respectively. As of December 31, 2016 and 2015, a balance of $1.0 million and $0.8 million, respectively, remainsoutstanding. Mr. Georgiopoulos is the chairman of Aegean’s board of directors, and John Tavlarios, the Company’s ChiefOperating Officer, is on the board of directors of Aegean. As of December 31, 2016 and 2015, no balance remainsoutstanding. In addition, the Company provided office space to Aegean and Aegean incurred rent and other expenses in itsNew York office during the years ended December 31, 2016, 2015 and 2014, of $0.2 million in each period. As of December31, 2016 and 2015, a balance of $0 and $4 thousand, respectively, remains outstanding. The Company provided office space to Chemical Transportation Group, Inc. (“Chemical”), an owner and operator ofchemical vessels for $72 thousand, $60 thousand and $45 thousand during the years ended December 31, 2016, 2015 and2014, respectively. Mr. Georgiopoulos is chairman of Chemical’s board of directors. Balances of $0.1 thousand and $0 wereoutstanding as of December 31, 2016 and 2015, respectively. During 2013, the Company assigned certain payments associated with bunker supply contracts with third‑partyvendors amounting to $20 thousand, to Oaktree Principal Bunker Holdings Ltd., which is managed by Oaktree CapitalManagement, L.P. One board member of the Company is employed by Oaktree Capital Management, L.P. Prior to theconsummation of the 2015 merger on May 7, 2015, three members of the Board were associated with or employed by OaktreeCapital Management, L.P. The fees incurred to Oaktree Principal Bunker Holdings Ltd. for this assignment amounted to $0,$1.0 million and $3.4 million, for the years ended December 31, 2016, 2015 and 2014, respectively, and this amount isincluded in Voyage expenses on the consolidated statement of operations. As of December 31, 2016 and 2015, there was nobalance due to Oaktree Principal Bunker Holdings Ltd. The Company purchased bunkers from Integr8 Fuels Inc., a subsidiary of Navig8 Limited, amounting to $0, $6.5million and $8.6 million, for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016 and2015, there was no balance due to Integr8 Fuels Inc. Amounts due from the related parties described above as of December 31, 2016 and 2015 are included in Prepaidexpenses and other current assets on the consolidated balance sheets (except as otherwise indicated above); amounts due tothe related parties described above as of December 31, 2016 and 2015 are included in Accounts payable and accruedexpenses on the consolidated balance sheets (except as otherwise indicated above). 19. STOCK‑BASED COMPENSATION Stock Options under 2012 Equity Incentive Plan In connection with the 2015 merger and the grant to members of the Company’s management of restricted stockoptions upon the pricing of the IPO, the outstanding stock options for 343,662 shares under the 2012 Equity Incentive Planwere surrendered and cancelled on June 24, 2015, and unamortized balance was expensed immediately. For the years endedDecember 31, 2016, 2015 and 2014, amortization of the fair value of these stock options was $0, $1.2 million and $1.2million, respectively, which is included in the Company’s consolidated statements of operations as a component of generaland administrative expense. See Note 22, SUBSEQUENT EVENTS, for recent stock option grants under the 2012 EquityIncentive Plan. F-37 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Weighted Average Weighted Number of Exercise Average Options Price Fair Value (‘000) Outstanding, December 31, 2013 343,662 $38.26 $18.22Granted — Exercised — Forfeited — Outstanding, December 31, 2014 343,662 $38.26 $18.22Granted — Exercised — Forfeited (343,662) $38.26 $18.22Outstanding, December 31, 2015 — Granted — Exercised — Forfeited — Outstanding, December 31, 2016 — — — 2016 Restricted Stock Units On September 9, 2016, in accordance with the Company’s amended 2012 Equity Incentive Plan, the Companygranted certain non-employee directors 28,752 RSUs. The RSUs, which were valued at $6.26 per share, will generally vest onthe earlier of (a) the date of the Company’s next annual meeting of shareholders and (b) the first anniversary of the RSU’sgrant date, subject to continued service with the Company through the applicable vesting date. 2015 Restricted Stock Units On June 24, 2015, in connection with the pricing of the Company’s IPO, the Company granted members ofmanagement restricted stock units (“RSUs”) on 1,663,660 shares of the Company’s common stock pursuant to theCompany’s amended 2012 Equity Incentive Plan. The RSUs, which were valued at the IPO price of $14.00 per share, vestratably in 20% increments or tranches on June 24, 2015, June 30, 2015, December 1, 2016, December 1, 2017 and December1, 2018, subject for each increment to employment with the Company through the applicable vesting date for suchincrement. The shares for the first two vesting increments were issued within three business days after December 3, 2015 andthe shares for the remaining vesting increments are expected to be issued within a similar short period of time following thevesting date for each of such increments. The RSUs were included in determining the diluted net income per share for theyear ended December 31, 2015. The RSUs were not included, prior to issuance, in determining the basic net income per sharefor fiscal 2015 since there are certain circumstances, although remote, in which certain shares would not be issued. OnDecember 3, 2015, the Company issued 574,546 shares in settlement of RSUs that had vested on June 24, 2015 and June 30,2015. On December 7, 2016, the Company issued 278,483 shares in settlement of RSUs that had vested on December 1,2016. Since June 24, 2015 and as of December 31, 2015, 44,919 RSUs were forfeited and 953,279 shares are remaining to beissued in future years, following the vesting date for each increment. As of December 31, 2016, 44,919 RSUs were forfeitedand 635,518 shares are remaining to be issued in future years, following the vesting date for each increment. Upon vesting ofthe RSU’s, the Company withheld shares of common stock for certain employees in an amount sufficient to cover theminimum statutory tax withholding obligations and issued shares of its common stock for the remaining amount. The totalfair value of the RSUs that vested during the years ended December 31, 2016 and 2015 was $1.2 million and $5.4 million,respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the closingstock price on the vesting date. Stock options under the 2012 Equity Incentive Plan had been cancelled in connection with the granting of theRSUs. The incremental compensation cost of these RSUs on their grant date of $22.0 million was calculated to be the excessof the fair value of the RSUs over the fair value of the cancelled stock options immediately prior to cancellation and will beamortized over the vesting period using a graded amortization schedule. For the years ended December 31, 2016 and 2015,compensation expense of $5.8 million and $11.9 million, respectively, in connection with the RSUs is included in theCompany’s consolidated statements of operations as a component of general and administrative expense.F-38 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFuture amortization for the following years are: 2017— $2.8 million and 2018— $1.1 million, over a weighted averageremaining period of 2 years. The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2016: Weighted- Weighted Average Average Remaining Number of Exercise Contractual RSU's Price Term (years) (‘000) Outstanding, December 31, 2014 — $ — Granted 1,664 13.19 Vested (666) 9.39 Forfeited (45) Outstanding, December 31, 2015 953 Granted — Vested (318) 3.9 Forfeited — Outstanding, December 31, 2016 635 — 2 2015 Warrant Agreement In connection with the 2015 merger, the Company entered into an amended and restated warrant agreement (the“2015 Navig8 warrant agreement”) with Navig8 Limited. Under the 2015 Navig8 warrant agreement, 1,600,000 warrants thathad, prior to the Navig8 merger, provided Navig8 Limited the right to purchase 1,600,000 shares of Navig8 Crude commonstock at $10 per share, were converted in connection with the 2015 merger into warrants entitling Navig8 Limited topurchase 0.8947 shares of our common stock for each warrant held for a purchase price of $10.00 per warrant, or $11.18 pershare. The warrants under the 2015 Navig8 warrant agreement expired on March 31, 2016. 2015 Stock Options In connection with the 2015 merger, the Company agreed to convert each outstanding option to acquire Navig8Crude common stock into an option to acquire the number of shares of the common stock of the Company equal to theproduct obtained by multiplying (i) the number of shares of Navig8 Crude common stock subject to such stock optionimmediately prior to the consummation of the 2015 merger by (ii) 0.8947, at an exercise price per share equal to the quotientobtained by dividing (A) the per share exercise price specified in such stock option immediately prior to the 2015 merger by(B) 0.8947. Immediately prior to the consummation of the 2015 merger, there was one option to purchase 15,000 shares ofNavig8 common stock at $13.50 per share; this option was converted into an option to purchase 13,420 of the Company’scommon shares at an exercise price of $15.088 per share. The Company also agreed to treat the option agreement asexercisable through July 8, 2017. The fair value of the stock option was calculated by using the Black-Scholes option pricing model. As this stockoption was assumed by the Company in conjunction with the 2015 merger, the fair value of this stock option at the date ofthe 2015 merger of $39.0 thousand was included as part of vessel acquisition costs within Vessels-under-construction as ofDecember 31, 2015. 20. COMMITMENTS AND CONTINGENCIES From time to time the Company has been, and expects to continue to be, subject to legal proceedings and claims inthe ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lackingmerit, could result in the expenditure of significant financial and managerial resources. See Note 17, LEASECOMMITMENTS, for lease commitments and Note 10, VESSELS UNDER CONSTRUCTION, for vessel purchasecommitments. F-39 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGENMAR PROGRESS In August 2007, an oil sheen was discovered and reported by shipboard personnel in the vicinity of the GenmarProgress, in Guayanilla Bay, Puerto Rico. Subsequently, the U.S. Coast Guard formally designated the Genmar Progress as asource of the pollution incident. In October 2010, the United States, GMR Progress, LLC, and General Maritime Management(Portugal) L.d.A. executed a Joint Stipulation and Settlement Agreement. Pursuant to the terms of this agreement, the UnitedStates agreed to accept $6.3 million in full satisfaction of oil spill response costs of the Coast Guard and certain naturaldamage assessment costs incurred through the date of settlement. The settlement had been paid in full by the vessel’sprotection & indemnity underwriters. In April 2013, the Natural Resource Trustees for the United States and the Commonwealth of Puerto Rico (the“Trustees”) submitted a claim to GMR Progress, LLC and General Maritime Management (Portugal) L.d.A. for alleged injuryto natural resources as a result of this oil spill, primarily seeking monetary damages in the amount of $4.9 million for bothloss of beach use and compensation for injury to natural resources such as mangroves, sea grass and coral. On July 7, 2014,the Trustees presented a revised claim for $7.9 million, consisting of $0.9 million for loss of beach use, $5.0 million forinjuries to mangroves, sea grass and coral and for uncompensated damage assessment costs and $2.0 million for a 35%contingency for monitoring and oversight. In October 2015, the parties reached an agreement to settle this claim for $2.75million plus interest, which was approved by the federal court in Puerto Rico. The court order for the approval was entered onSeptember 22, 2016. The agreed settlement has been paid by the insurer and the lawsuit has been dismissed. 2011 VLCC POOL DISPUTE Pursuant to an arbitration commenced in January 2013, on August 2, 2013, five vessel owning subsidiaries of theCompany (the “2011 VLCC Pool Subs”) that entered into the 2011 VLCC Pool submitted to London arbitration inaccordance with the terms of the London Maritime Arbitrator’s Association claims of balances due following the withdrawalof their respective vessels from the 2011 VLCC Pool. The claims are for, among other things, amounts due for hire of thevessels and amounts due in respect of working capital invested in the 2011 VLCC Pool. The respondents in the arbitrations,the 2011 VLCC Pool Operator and agent, assert that lesser amounts are owed to the 2011 VLCC Pool Subs by the 2011VLCC Pool and that the working capital amounts of approximately $1.9 million in the aggregate are not due to be returneduntil a later date pursuant to the terms of the pool agreements. The respondents also counterclaim for damages for allegedbreaches of collateral contracts to the pool agreements, claiming that such contracts purport to extend the earliest date bywhich the 2011 VLCC Pool Subs were entitled to withdraw their vessels from the 2011 VLCC Pool. Such counterclaim fordamages has not yet been quantified and it cannot be reasonably estimated at this time. Submissions in this arbitration haveclosed. ATLAS CHARTER DISPUTE On April 22, 2013, GMR Atlas LLC, a vessel owning subsidiary of the Company, submitted to arbitration inaccordance with the terms of the London Maritime Arbitrator’s Association a claim for declaratory relief as to the properconstruction of certain provisions of a charterparty contract (the “Atlas Charterparty”) between GMR Atlas LLC and, theparty chartering a vessel from GMR Atlas LLC (the “Atlas Claimant”) relating to, among other things, customer vettingeligibility. The Atlas Claimant is an affiliate of the 2011 VLCC Pool Operator. The Atlas Claimant initially counterclaimed(the “Initial Atlas Claims”) for repayment of hire and other amounts paid under the Atlas Charterparty during the period fromJuly 22, 2012 to November 4, 2012 and also asserted claims for interests and costs. GMR Atlas LLC provided security forthose claims, plus amounts in respect of interest and costs, in the sum of $3.5 million pursuant to an escrow agreement (the“Escrow Account”). The Initial Atlas Claims were dismissed with prejudice to the extent they were for repayment of hire orother amounts paid prior to October 26, 2012 and this dismissal is no longer subject to appeal. The Atlas Claimant served further submissions on March 7, 2014 which set out claims in the aggregate amount of$4.0 million plus an unquantified claim for interest and legal costs (the “Subsequent Atlas Claims”) arising from the AtlasCharterparty, including primarily claims for damages (as opposed to a claim for repayment) for alleged breaches of customervetting eligibility requirements. The Subsequent Atlas Claims, in addition to setting out new claims notF-40 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentspreviously asserted, also include the portion of the Initial Atlas Claims which had not been dismissed. The $3.5 millionsecurity previously provided in respect of the Initial Atlas Claims remains held in respect of the Subsequent Atlas Claims.The aggregate amount of claims currently asserted by the Atlas Claimant in respect of the Atlas Charterparty is $4.0 millionplus an unquantified claim for interest and legal costs. These claims are presently proceeding in London arbitration. Anarbitration hearing took place in December 2016 and the arbitrator’s final award is currently awaited and the outcome cannotbe reasonably estimated at this time. As of December 31, 2016 and 2015, an amount due from the 2011 VLCC Pool and the Atlas charter dispute of $3.4million was included in Other assets (noncurrent). 21. RECENT ACCOUNTING PRONOUNCEMENTS In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15-Statement of Cash Flows (Topic230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is effective for fiscal years beginningafter December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entities must applythe guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable ifretrospective application would be impracticable. The Company is currently evaluating the effect that adopting this standardwill have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13-Financial Instruments-Credit Losses (Topic 326): Measurement ofCredit Losses on Financial Instruments. The amendments in this ASU require the measurement of all expected credit lossesfor financial assets, which include trade receivables, held at the reporting date based on historical experience, currentconditions, and reasonable and supportable forecasts. The guidance in this ASU is effective for fiscal years, and interimperiods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for interim and annualperiods beginning after December 15, 2018. The Company is currently evaluating this ASU and any potential impacts theadoption of this ASU will have on our consolidated financial statements revised guidance for the accounting and reporting offinancial instruments. In April 2016, the FASB issued ASU No. 2016-10—Revenue from Contracts with Customers (Topic 606):Identifying Performance Obligations and Licensing. ASU No. 2016-10 suggests guidance for stakeholders on identifyingperformance obligations and licenses in customer contracts. In May 2014, the FASB issued ASU No. 2014‑09, Revenue fromContracts with Customers. The core principle is that a company should recognize revenue when promised goods or servicesare transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for thosegoods or services. ASU 2014‑09 defines a five step process to achieve this core principle and, in doing so, more judgmentand estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. Thestandard is effective for annual periods beginning after December 15, 2017, and interim periods therein, and shall be appliedeither retrospectively to each period presented or as a cumulative‑effect adjustment as of the date of adoption. The Companyis evaluating the potential impact of this standard update on its consolidated financial statements and related disclosure. In March 2016, the FASB issued ASU 2016-09—Compensation-Stock Compensation (Topic 718). This updateaffects all entities that issue share-based payment awards to their employees, and involves several aspects of the accountingfor share-based payment transactions, including the income tax consequences, classification of awards as either equity orliability and classification on the statement of cash flows. An entity can make an entity-wide accounting policy election toeither estimate the number of awards that are expected to vest or account for forfeitures when they occur. For public businessentities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interimperiods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. TheCompany does not anticipate any material effect of adoption on its consolidated financial statements and related disclosure. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 is intended to increase the transparencyand comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosingkey information about leasing arrangements. In order to meet that objective, the new standard requires recognition of theassets and liabilities that arise from leases. A lessee will be required to recognize on the balance sheetF-41 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe assets and liabilities for leases with lease terms of more than 12 months. The new standard is effective for publiccompanies for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoptionpermitted. The Company is currently evaluating the effect that adopting this standard will have on its financial statementsand related disclosures. 22. SUBSEQUENT EVENTS In preparing the consolidated financial statements, the Company has evaluated events and transactions occurringafter December 31, 2016 for recognition or disclosure purposes. Based on this evaluation, from January 1, 2017 through thedate of this report, which represents the date the consolidated financial statements were available to be issued, no materialevents have been identified other than the following: Sale of Vessels As of December 31, 2016, as described above in Note 5, ASSETS HELD FOR SALE, the Company classified theGener8 Ulysses as held for sale in the consolidated balance sheet. On February 1, 2017, the sale was finalized and theCompany received $30.5 million in cash and paid $0.3 million of commissions related to its sale. The Company used the netproceeds to repay $20.0 million of the related portion of the senior secured debt outstanding under the Refinancing Facilityassociated with the vessel. In connection with the sale, this vessel was written down to its fair value, less the costs associatedwith its sale, to $30.2 million in the consolidated balance sheet. As a result of the sale of this vessel in 2017, the Companyrecorded a loss of $6.9 million as Loss on disposal of vessels, net, in the 2016 consolidated statement of operations. Vessel Deliveries Gener8 Hector On January 6, 2017, the Company took delivery of the Gener8 Hector, a 2017-built VLCC newbuilding. Upondelivery, the Gener8 Hector entered into the VL8 Pool. As of January 6, 2017, the Company borrowed approximately $49.5million under the Korean Export Credit Facility to fund the delivery of the Gener8 Hector. The Company has made allshipyard installment payments and there is no outstanding payable balance in respect of the Gener8 Hector. Gener8 Ethos On March 9, 2017, the Company took delivery of the Gener8 Ethos, a 2017-built VLCC newbuilding. Upondelivery, the Gener8 Ethos entered into the VL8 Pool. As of March 9, 2017, the Company borrowed approximately $50.6million under the Korean Export Credit Facility to fund the delivery of the Gener8 Ethos. The Company has made allshipyard installment payments and there is no outstanding payable balance in respect of the Gener8 Ethos. Stock Options under 2012 Equity Incentive Plan On January 5, 2017, Peter C. Georgiopoulos, Chief Executive Officer and Chairman of the Board of the Companyand Leonard J. Vrondissis, Executive Vice President, Secretary and Chief Financial Officer of the Company were eachgranted awards of stock options pursuant to the Company’s amended 2012 Equity Incentive Plan. Mr. Georgiopoulos received stock options to purchase 500,000 shares of common stock. Mr. Vrondissis receivedstock options to purchase 25,000 shares of common stock. The stock options are exercisable at an exercise price of $4.69 pershare of common stock. The exercise price is equal to the closing trading price of the Company’s common stock on the NewYork Stock Exchange on January 5, 2017. The stock options were fully vested upon grant, have a 7-year term, subject toearlier termination upon the occurrence of certain events related to termination of employment, and are subject to theprovisions of stock option grant agreements. During the first quarter of 2017, the Company valued the options using “BlackScholes Model” and recorded approximately $1.0 million of related compensation expense.F-42 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents 23. QUARTERLY FINANCIAL DATA (UNAUDITED) (In thousands except per share amounts) 2016 Quarter ended March 31 June 30 September30 December31 Voyage revenues $124,044 $105,958 $72,259 $102,361 Operating income / (loss) 68,184 49,948 (25,192) 23,330 Net income (loss) 60,858 37,995 (37,351) 5,804 Income (loss) per common share Basic $0.74 $0.46 $(0.45) $0.07 Diluted $0.74 $0.46 $(0.45) $0.07 Weighted Average Shares Outstanding - basic 82,680 82,681 82,682 82,776 Weighted Average Shares Outstanding - diluted 82,680 82,681 82,682 82,776 2015 Quarter ended March 31 June 30 September30 December31 Voyage revenues $121,402 $116,480 $89,291 $102,760 Operating income 38,665 29,436 33,490 50,408 Net income 30,919 19,901 33,228 45,521 Income per common share Basic $0.93 $0.38 $0.41 $0.55 Diluted $0.93 $0.38 $0.40 $0.55 Weighted Average Shares Outstanding - basic (1) Common shares — 52,919 81,758 82,280 Class A 11,270 — — — Class B 22,003 — — — Weighted Average Shares Outstanding - diluted (1) Common shares — 52,940 82,480 82,778 Class A 33,273 — — — Class B 22,003 — — — (1)On May 7, 2015, in connection with the filing of our Third Amended and Restated Articles of Incorporation, all of ourClass A shares and Class B shares were converted on a one-to-one basis to a single class of common stock. F-43 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE No changes were made to, nor was there any disagreement with the Company’s independent auditors regarding, theCompany’s accounting or financial disclosure. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Under the supervision and with the participation of our management, including our Chief Executive Officer andChief Financial Officer, we evaluated the effectiveness of the design and operation of our “disclosure controls andprocedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) asof December 31, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that ourdisclosure controls and procedures were effective as of December 31, 2016. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the year ended December 31, 2016, the Company entered into an interest rate risk management program, seeNote 9, FINANCIAL INSTRUMENTS. As a result, we have hedged a significant portion of our interest rate risk exposurerelated to our various senior secured credit facilities. We have fixed the interest rate payable on a significant portion of thesevariable rate senior secured credit facilities. Therefore, the Company implemented new procedures and related controls inrespect of this new business process. These procedures and controls were concluded to have been effective during this periodand did not result in a material adverse impact to the Company’s internal control over financial reporting. There have beenno other changes during the most recent fiscal year in the Company’s internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting.Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples in the United States. Our internal control over financial reporting includes those policies and procedures that: ·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of our assets; ·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that our receipts and expenditures are being madeonly in accordance with authorizations of our management and directors; and ·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or dispositionof our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures maydeteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016.In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on our management’s110 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsassessment and those criteria, our management believes that we maintained effective internal control over financial reportingas of December 31, 2016. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Because we are an “emerging growth company” under the JOBS Act, our independent registered public accountingfirm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are anemerging growth company. ITEM 9B. OTHER INFORMATION Pursuant to this Item 9B of our Annual Report, we are reporting information relating to the below-describedacquisition of a significant amount of assets that would otherwise be required to be disclosed pursuant to Item 2.01 of aCurrent Report on Form 8-K. On March 9, 2017, Gener8 Ethos LLC, one of our wholly-owned subsidiaries, took delivery of the Gener8 Ethos, a298,991 metric tons deadweight 2017-built VLCC newbuilding. We acquired this vessel pursuant to a shipbuilding contractwith Hyundai Samho Heavy Industries Co. Ltd. (“HSHI”) which was entered into by Navig8 Crude Tankers, Inc. (“Navig8Crude”) which assigned its rights on delivery to Gener8 Ethos LLC as Navig8 Crude’s nominee. We acquired the contract forthe Gener8 Ethos along with thirteen other shipbuilding contracts for VLCC newbuildings in May 2015 in connection withour acquisition of Navig8 Crude. Four of the fourteen shipbuilding contracts acquired from Navig8 Crude were for VLCCnewbuildings under construction with HSHI, and the Gener8 Ethos is the thirteenth of these fourteen newbuildings to bedelivered. Installment payments of $28.6 million were made to HSHI under the shipbuilding contract for Gener8 Ethos byNavig8 Crude prior to it being acquired by us in May 2015. After its acquisition of Navig8 Crude, we made $66.7 million ofadditional installment payments to HSHI under this shipbuilding contract. There are no further remaining installmentpayments due in respect of the Gener8 Ethos. The funds we used for the installment payments in respect of the Gener8 Ethosafter our acquisition of Navig8 Crude in May 2015 included borrowings under its senior secured credit facility agreement,dated as of August 31, 2015, among Gener8 Maritime Subsidiary VIII Inc., as borrower; the Company, as the parentguarantor; Gener8 Maritime Subsidiary V Inc., as the borrower’s direct sole shareholder; the borrower’s wholly-ownedsubsidiary owner guarantors party thereto; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, as global co-ordinators; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, as bookrunners; Citibank, N.A., London Branchas ECA co-ordinator and ECA agent; Nordea Bank Finland Plc, New York Branch as commercial tranche co-ordinator;Nordea Bank Finland Plc, New York Branch as facility agent; Nordea Bank Finland Plc, New York Branch as security agent;The Export-Import Bank of Korea; the mandated lead arrangers party thereto; the banks and financial institutions namedtherein as original lenders; and the banks and financial institutions named therein as hedge counterparties. For information regarding our relationship with Navig8 Crude and its affiliates, directors and officers see“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Related Party Transactions –Related Party Transactions of Navig8 Crude Tankers, Inc.” in Item 7 of this Annual Report.111 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding our directors and executive officers is set forth in our Proxy Statement for our 2017 AnnualMeeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after December 31,2016 (the “2017 Proxy Statement”) and is incorporated by reference herein. Information relating to our Code of Conduct andEthics and to compliance with Section 16(a) of the 1934 Act is set forth in our 2017 Proxy Statement and is incorporated byreference herein. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from,a provision of the Code of Ethics for Chief Executive and Senior Financial Officers by posting such information on ourwebsite, www.gener8maritime.com. ITEM 11. EXECUTIVE COMPENSATION Information regarding compensation of Gener8 Maritime’s executive officers and information with respect toCompensation Committee Interlocks and Insider Participation in compensation decisions is set forth in the 2017 ProxyStatement and is incorporated by reference herein. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS Information regarding the beneficial ownership of shares of Gener8 Maritime’s common stock by certain persons is setforth in the 2017 Proxy Statement and is incorporated by reference herein. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding certain transactions of Gener8 Maritime is set forth in the 2017 Proxy Statement and isincorporated by reference herein. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding our accountant fees and services is set forth in the 2017 Proxy Statement and is incorporated byreference herein.112 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this report: 1. Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at end of Fiscal Years 2016 and 2015 Consolidated Statements of Operations for Fiscal Years 2016, 2015 and 2014 Consolidated Statements of Comprehensive Income (loss) for Fiscal Years 2016, 2015 and 2014 Consolidated Statements of Shareholders’ Equity for Fiscal Years 2016, 2015 and 2014 Consolidated Statements of Cash Flows for Fiscal Years 2016, 2015 and 2014 Notes to Consolidated Financial Statements 2. Financial Statement Schedules All schedules are omitted because they are not applicable or the required information is included in the financialstatements or notes. 3. Exhibits Required to be Filed by Item 60l of Regulation S-K The information called for by this item is incorporated herein by reference to the Exhibit Index in this Report. ITEM 16. FORM 10-K SUMMARYNone.113 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENER8 MARITIME, INC. Date:March 13, 2017By:/s/ Leonard J. Vrondissis Name: Leonard J. Vrondissis Title:Chief Financial Officer, Secretary and Executive Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Peter C. Georgiopoulos Chairman, Chief Executive Officer and Director(Principal Executive Officer) March 13, 2017Peter C. Georgiopoulos /s/ Leonard J. Vrondissis Chief Financial Officer, Secretary and Executive Vice President(Principal Financial Officer and Principal Accounting Officer) March 13, 2017Leonard J. Vrondissis /s/ Ethan Auerbach Director March 13, 2017Ethan Auerbach /s/ Nicolas Busch Director March 13, 2017Nicolas Busch /s/ Dan Ilany Director March 13, 2017Dan Ilany /s/ Adam Pierce Director March 13, 2017Adam Pierce /s/ Roger Schmitz Director March 13, 2017Roger Schmitz /s/ Steven D. Smith Director March 13, 2017Steven D. Smith 114 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents EXHIBIT INDEX ExhibitNumber Description2.1 Second Amended Joint Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code byand among General Maritime Corporation, Arlington Tankers Ltd., Arlington Tankers, LLC, Companion Ltd.,Compatriot Ltd., Concept Ltd., Concord Ltd., Consul Ltd., Contest Ltd., GMR Administration Corp., GeneralMaritime Investments LLC, General Maritime Management LLC, General Maritime Subsidiary Corporation,General Maritime Subsidiary II Corporation, General Maritime Subsidiary NSF Corporation, General ProductCarriers Corporation, GMR Agamemnon LLC, GMR Ajax LLC, GMR Alexandra LLC, GMR Argus LLC,GMR Atlas LLC, GMR Chartering LLC, GMR Concept LLC, GMR Concord LLC, GMR Constantine LLC,GMR Contest LLC, GMR Daphne LLC, GMR Defiance LLC, GMR Elektra LLC, GMR George T LLC,GMR GP LLC, GMR Gulf LLC, GMR Harriet G LLC, GMR Hercules LLC, GMR Hope LLC, GMR Horn LLC,GMR Kara G LLC, GMR Limited LLC, GMR Maniate LLC, GMR Minotaur LLC, GMR Orion LLC, GMRPhoenix LLC, GMR Poseidon LLC, GMR Princess LLC, GMR Progress LLC, GMR Revenge LLC, GMRSpartiate LLC, GMR Spyridon LLC, GMR St. Nikolas LLC, GMR Star LLC, GMR Strength LLC, GMR TraderLLC, GMR Trust LLC, GMR Ulysses LLC, GMR Zeus LLC, Victory Ltd. and Vision Ltd. (Incorporated byreference to the Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)2.2 Agreement and Plan of Merger, dated as of February 24, 2015, by and among General Maritime Corporation,Gener8 Maritime Acquisition Inc., Navig8 Crude Tankers, Inc. and each of the Equityholders’ Representativesnamed therein (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)3.1 Amended and Restated Articles of Incorporation of Gener8 Maritime, Inc. (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)3.2 Bylaws of Gener8 Maritime, Inc. (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)4.1 Specimen Common Stock Certificate (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)4.2 Warrant Agreement, dated as of May 17, 2012, by and between General Maritime Corporation andComputershare Shareowner Services LLC (Incorporated by reference to the Company’s Registration Statementon Form S‑1, Registration No. 333‑204402)4.3 Global Warrant Certificate, dated May 17, 2012, held by The Depository Trust Company for the benefit ofCede & Co. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)4.4 First Amended and Restated Warrant Instrument, made on February 24, 2015, by Navig8 Crude Tankers, Inc.and General Maritime Corporation in favor of Navig8 Limited (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.1 Gener8 Maritime, Inc. 2012 Equity Incentive Plan, (as amended and restated, effective June 22, 2015)(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.2 Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation and JohnP. Tavlarios (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.3 Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation andLeonard J. Vrondissis (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)**10.4 Employment Agreement, dated as of May 17, 2012, by and between General Maritime Corporation andMilton H. Gonzales (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)**10.5 Shareholders’ Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholdersnamed therein (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**115 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.6 Second Amended and Restated Registration Agreement, dated as of May 7, 2015, by and among Gener8Maritime, Inc. and the Shareholders named therein (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)**10.7 Equity Purchase Agreement, dated as of February 24, 2015, by and between General Maritime Corp., Navig8Crude Tankers, Inc. and each of the Commitment Parties thereto, as amended (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.8 Form of Shareholder Support and Voting Agreement, dated as of February 24, 2015, by and among Navig8Crude Tankers, Inc., General Maritime Corporation, and the Shareholders party thereto (Incorporated byreference to the Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)**10.9 Note and Guarantee Agreement, dated as of March 28, 2014, by and among General Maritime Corporation,VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain GuadalupePeak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V‑SIF, BlueMountain Timberline Ltd.,BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, asub‑fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P.,including Form of Note (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.10 Amendment No. 1 to the Note and Guarantee Agreement, dated as of May 13, 2014, by and among GeneralMaritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P.,BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V‑SIF,BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Creditand Distressed Reflection Fund, a sub‑fund of AAI BlueMountain Fund PLC and BlueMountain CreditOpportunities Master Fund I L.P. (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)10.11 Amendment No. 2 and Waiver to the Note and Guarantee Agreement, dated as of January 26, 2015, by andamong General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic CreditMaster Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCASICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountainLong/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC andBlueMountain Credit Opportunities Master Fund I L.P. (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.12 Amendment No. 3 to the Note and Guarantee Agreement, dated as of April 30, 2015, by and among GeneralMaritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P.,BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF,BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Creditand Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain CreditOpportunities Master Fund I L.P. (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)10.13 Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., andHyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S768 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.14 Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., andHyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S769 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.15 Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., andHyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S770 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.16 Shipbuilding Contract, dated as of December 12, 2013, by and between Navig8 Crude Tankers, Inc., andHyundai Samho Heavy Industries Co., Ltd. with respect to Hull No. S771 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.17 Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., andChina Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respectto Hull No. H1355 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)116 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.18 Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., andChina Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respectto Hull No. H1356 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.19 Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., andChina Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respectto Hull No. H1357 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.20 Shipbuilding Contract, dated as of December 17, 2013, by and between Navig8 Crude Tankers, Inc., andChina Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Co., Ltd. with respectto Hull No. H1358 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.21 Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., andShanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1384 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.22 Shipbuilding Contract, dated as of March 21, 2014, by and between Navig8 Crude Tankers, Inc., andShanghai Waigaoqiao Shipbuilding Co., Ltd. with respect to Hull No. H1385 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.23 Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and HyundaiHeavy Industries Co., Ltd. with respect to Hull No. 2794 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.24 Shipbuilding Contract, dated as of March 24, 2014, by and between Navig8 Crude Tankers, Inc., and HyundaiHeavy Industries Co., Ltd. with respect to Hull No. 2795 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.25 Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., andHHIC‑PHIL Inc. with respect to Hull No. NTP0137 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.26 Shipbuilding Contract, dated as of March 25, 2014, by and between Navig8 Crude Tankers, Inc., andHHIC‑PHIL Inc. with respect to Hull No. NTP0138 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.27 Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. byNonghyup Bank with respect to Hull No. S768 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.28 Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. byNonghyup Bank with respect to Hull No. S769 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.29 Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. byNonghyup Bank with respect to Hull No. S770 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.30 Irrevocable Letter of Guarantee, dated as of December 16, 2013, in favor of Navig8 Crude Tankers, Inc. byNonghyup Bank with respect to Hull No. S771 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.31 Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. byIndustrial Bank of Korea with respect to Hull No. 2794, as amended (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.32 Irrevocable Letter of Guarantee, dated as of March 26, 2014, in favor of Navig8 Crude Tankers, Inc. byIndustrial Bank of Korea with respect to Hull No. 2795, as amended (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.33 Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. byChina Citic Bank Corp., Ltd. with respect to Hull No. H1355 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.34 Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 CrudeTankers Inc. with respect to Hull No. H1355 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)117 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.35 Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. byChina Citic Bank Corp., Ltd. with respect to Hull No. H1356 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.36 Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 CrudeTankers Inc. with respect to Hull No. H1356 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.37 Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. byChina Citic Bank Corp., Ltd. with respect to Hull No. H1357 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.38 Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 CrudeTankers Inc. with respect to Hull No. H1357 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.39 Irrevocable Letter of Guarantee, dated as of December 27, 2013, in favor of Navig8 Crude Tankers, Inc. byChina Citic Bank Corp., Ltd. with respect to Hull No. H1358 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.40 Letter of Guarantee, dated January 7, 2014, in favor of China Shipbuilding Trading Co., Ltd. by Navig8 CrudeTankers Inc. with respect to Hull No. H1358 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.41 Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrialand Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1384(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.42 Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8Crude Tankers Inc. with respect to Hull No. H1384 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.43 Irrevocable Letter of Guarantee, dated as of April 3, 2014, in favor of Navig8 Crude Tankers, Inc. by Industrialand Commercial Bank of China Limited, Shanghai Municipal Branch with respect to Hull No. H1385(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.44 Letter of Guarantee, dated April 23, 2014, in favor of Shanghai Waigaoqiao Shipbuilding Co., Ltd. by Navig8Crude Tankers Inc. with respect to Hull No. H1385 (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.45 Irrevocable Letter of Guarantee, dated as of April 11, 2014, in favor of Navig8 Crude Tankers, Inc. by KoreaDevelopment Bank with respect to Hull No. NTP0137, as amended (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.46 Letter of Guarantee, dated March 25, 2014, in favor of HHIC‑PHIL by Navig8 Crude Tankers Inc. with respectto Hull No. NTP0137 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.47 Irrevocable Letter of Guarantee, dated as of April 13, 2014, in favor of Navig8 Crude Tankers, Inc. by KoreaDevelopment Bank with respect to Hull No. NTP0138, as amended (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.48 Letter of Guarantee, dated March 25, 2014, in favor of HHIC‑PHIL by Navig8 Crude Tankers Inc. with respectto Hull No. NTP0138 (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.49 Corporate Administration Agreement, dated as of December 17, 2013, by and between Navig8 Crude TankersInc. and Navig8 Asia Pte Ltd, as amended (Incorporated by reference to the Company’s Registration Statementon Form S‑1, Registration No. 333‑204402)10.50 Project Structuring Agreement, dated as of December 17, 2013, by and between Navig8 Limited andNavig8 DMCC (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.51 Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and betweenNavig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. S768, S769, S770and S771, as amended to include Hull Nos. 2794 and 2795 (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)118 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.52 Agreement for Plan Approval and Construction Supervision, dated as of December 17, 2013, by and betweenNavig8 Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. H1355, H1356,H1357 and H1358, as amended to include Hull Nos. H1384 and H1385 (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.53 Agreement for Plan Approval and Construction Supervision, dated of March 25, 2014, by and between Navig8Crude Tankers Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull Nos. NTP0137 and NTP0138(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.54 Agency Agreement, dated as of November 30, 2012, by and between Unique Tankers LLC and Unipec UKCompany Limited (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.55 Option Letter Agreement, dated as of November 30, 2012, by and between General Maritime ManagementLLC and Unipec UK Company Limited (Incorporated by reference to the Company’s Registration Statementon Form S‑1, Registration No. 333‑204402)10.56 Exclusivity Letter Agreement, dated as of November 30, 2012, by and between General MaritimeManagement LLC and Unipec UK Company Limited (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.57 Pool Participation Agreement, dated as of December 3, 2012, by and between Unique Tankers LLC andGeneral Maritime Corporation (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)10.58 Variation Agreement, dated as of November 7, 2014, by and among Unipec UK Company Limited, GeneralMaritime Management LLC and Unique Tankers LLC (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.59 Variation Agreement, dated as of March 18, 2015, by and between VLCC Acquisition I Corporation andScorpio Tankers Inc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.60 Variation Agreement, dated as of March 19, 2015, by and between General Maritime Management LLC andUnique Tankers LLC (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.61 Pool Participation Agreement, dated as of June 11, 2015, by and between VL8 Pool Inc. and Genmar AtlasLLC with respect to the “Genmar Atlas” (to be renamed “Gener8 Atlas”) (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.62 BIMCO Standard Ship Management Agreement, dated as of December 17, 2013, by and between Navig8Crude Tankers 1 Inc. and Navig8 Shipmanagement Pte Ltd with respect to Hull No. S768, as amended(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.63 Disclosure Letter Agreement, dated as of April 13, 2015, by and among General Maritime Corporation, Navig8Crude Tankers Inc., VL8 Pool Inc., VL8 Management Inc. and Navig8 Shipmanagement Pte Ltd (Incorporatedby reference to the Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.64 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and BlackRock Corporate High Yield Fund VI (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.65 Stock Option Grant Agreement, dated as of July 8, 2014, by and between Navig8 Crude Tankers Inc. andL. Spencer Wells (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.66 Indemnification Agreement, dated as of July 16, 2014, by and between Nicolas Busch and Navig8 CrudeTankers Inc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.67 Indemnification Agreement, dated as of July 16, 2014, by and between Dan Ilany and Navig8 Crude TankersInc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**119 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.68 Indemnification Agreement, dated as of July 16, 2014, by and between Roger Schmitz and Navig8 CrudeTankers Inc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.69 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and ARF II Maritime Holdings LLC (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.70 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and Twin Haven Special Opportunities Fund IV, L.P. (Incorporated by reference tothe Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.71 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and BlackRock Funds II, BlackRock High Yield Bond Portfolio (Incorporated byreference to the Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.72 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation and OCMMarine Holdings TP, L.P. (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.73 Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and BlueMountain Credit Opportunities Master Fund I L.P. (Incorporated byreference to the Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.74 Subscription Agreement, dated as of May 21, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and Houlihan Lokey Capital, Inc. (Incorporated by reference to the Company’sRegistration Statement on Form S‑1, Registration No. 333‑204402)10.75 Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and ARF II Maritime Equity Partners L.P. (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.76 Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCMMarine Holdings TP, L.P. and ARF II Maritime Equity Co‑Investors LLC (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.77 Letter of Intent, dated as of May 6, 2015, by and between Korea Trade Insurance Corporation and CitibankNA, London Branch (Incorporated by reference to the Company’s Registration Statement on Form S‑1,Registration No. 333‑204402)10.78 Letter of Interest, dated as of May 4, 2015, by and between The Export‑Import Bank of Korea and Gener8Maritime, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.79 Letter of Interest for Buyer’s Credit Insurance, dated as of May 8, 2015, by and between China Export &Credit Insurance Corporation and Citibank NA (Incorporated by reference to the Company’s RegistrationStatement on Form S‑1, Registration No. 333‑204402)10.80 Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR Argus LLCwith respect to the “Genmar Argus” (to be renamed “Gener8 Argus”) (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.81 Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR StrengthLLC with respect to the “Genmar Strength” (to be renamed “Gener8 Pericles”) (Incorporated by reference tothe Company’s Registration Statement on Form S‑1, Registration No. 333‑204402)10.82 Commitment Letter, dated as of June 12, 2015, by and among Nordea Bank Finland plc, New York Branch,Citibank, N.A., DNB Markets, Inc., DNB Capital LLC, DVB Bank SE, Skandinaviska Enskilda Banken AB(publ) and Gener8 Maritime, Inc. (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)10.83 Variation Agreement, dated as of June 12, 2015, by and between VLCC Acquisition I Corporation and ScorpioTankers Inc. (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)10.84 Disclosure Letter Agreement, dated June 12, 2015, by and among Gener8 Maritime, Inc., Navig8 Limited, VL8Pool Inc., V8 Pool Inc., VL8 Management Inc. and Navig8 Asia Pte Ltd (Incorporated by reference to theCompany’s Registration Statement on Form S‑1, Registration No. 333‑204402)120 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.85 Employment Agreement, dated as of June 22, 2012, by and between Gener8 Maritime, Inc. and Peter C.Georgiopoulos (Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.86 Employment Agreement, dated as of June 22, 2012, by and between Gener8 Maritime, Inc. and Sean Bradley(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.87 Amendment to the Employment Agreement, dated as of June 22, 2012, by and between Gener8 MaritimeCorporation and Leonard J. Vrondissis (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)**10.88 Amendment to the Employment Agreement, dated as of June 22, 2012, by and between Gener8 MaritimeCorporation and John P. Tavlarios (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)**10.89 Amendment to the Employment Agreement, dated as of June 22, 2012, by and between Gener8 MaritimeCorporation and Milton H. Gonzales (Incorporated by reference to the Company’s Registration Statement onForm S‑1, Registration No. 333‑204402)**10.90 Form of Restricted Stock Unit Agreement Pursuant to the Gener8 Maritime, Inc. 2012 Equity Incentive Plan(Incorporated by reference to the Company’s Registration Statement on Form S‑1, RegistrationNo. 333‑204402)**10.91 Credit Agreement, dated as of September 3, 2015, among Gener8 Maritime, Inc., as Parent, Gener8 MaritimeSubsidiary II Inc., as Borrower, various lenders party thereto and Nordea Bank Finland PLC, New York Branch,as Facility Agent and Collateral Agent. (Incorporated by reference to the Company’s current report onForm 8‑K, filed on September 17, 2015)10.92 Amendment No. 4 and Consent to the Note and Guarantee Agreement, dated as of September 8, 2015, amongGener8 Maritime, Inc., Gener8 Maritime Subsidiary V Inc. and the Purchasers party thereto (Incorporated byreference to the Company’s Current Report on Form 8‑K, filed on September 17, 2015)10.93 Facility Agreement, dated as of August 31, 2015, among Gener8 Maritime Subsidiary VIII Inc., as Borrower;the Owner Guarantors and Hedge Guarantors listed therein; Gener8 Maritime, Inc., as Parent Guarantor; Gener8Maritime Subsidiary V Inc. as Shareholder; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, asglobal co‑ordinators; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, as bookrunners;Citibank, N.A., London Branch as ECA co-ordinator and ECA agent; Nordea Bank Finland Plc, New YorkBranch as commercial tranche co-ordinator; Nordea Bank Finland Plc, New York Branch as facility agent;Nordea Bank Finland Plc, New York Branch as security agent; The Export-Import Bank of Korea; thecommercial tranche bookrunners party thereto; the mandated lead arrangers party thereto; the lead arrangersparty thereto; the banks and financial institutions named therein as original lenders; and the banks andfinancial institutions named therein as hedge counterparties (Incorporated by reference to the Company’sCurrent Report on Form 8‑K, filed on September 17, 2015)10.94 Credit Agreement, dated as of October 21, 2015, among Gener8 Maritime, Inc. as Parent, Gener8 MaritimeSubsidiary VII Inc. as Borrower, the lenders party thereto, and Citibank, N.A., New York Branch as FacilityAgent and Collateral Agent (Incorporated by reference to the Company’s Current Report on Form 8‑K, filed onOctober 27, 2015)10.95 Amendment No. 5 and Consent to the Note and Guarantee Agreement, dated as of October 21, 2015, amongGener8 Maritime, Inc., Gener8 Maritime Subsidiary V Inc. and the Purchasers party thereto (Incorporated byreference to the Company’s Current Report on Form 8‑K, filed on October 27, 2015)10.96 Shipbuilding Contract Novation Agreement dated September 2, 2015 by and between Daewoo Shipbuilding& Marine Engineering Co., Ltd., as Builder, STI Glasgow Shipping Company Limited, as Original Buyer andGener8 Neptune LLC, as New Buyer to Shipbuilding Contract, dated December 13, 2013 by and between STIGlasgow Shipping Company Limited and Daewoo Shipbuilding & Marine Engineering Co., Ltd. with respectto Hull No. 5404 (Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q filedNovember 13, 2015)10.97 Corporate Guarantee, dated as of September 2, 2015 by Gener8 Maritime, Inc. in favor of DaewooShipbuilding & Marine Engineering Co., Ltd. with respect to Hull No. 5404 (Incorporated by reference to theCompany’s Quarterly Report on Form 10‑Q filed November 13, 2015)121 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.98 Supplemental Letter, dated as of September 7, 2015, by The Export-Import Bank of Korea, in respect ofIrrevocable Stand By Letter of Credit, dated as of December 17, 2013, in favor Gener8 Neptune LLC by TheExport-Import Bank of Korea (Incorporated by reference to the Company’s Quarterly Report on Form 10‑Qfiled November 13, 2015)10.99 Pool Participation Agreement, dated as of September 3, 2015, by and between VL8 Pool Inc. and Gener8Neptune LLC with respect to the “Gener8 Neptune” (Incorporated by reference to the Company’s QuarterlyReport on Form 10‑Q filed November 13, 2015)10.100 Pool Participation Agreement, dated as of October 22, 2015, by and between VL8 Pool Inc. and Gener8Strength LLC with respect to the “Gener8 Strength” (Incorporated by reference to the Company’s QuarterlyReport on Form 10‑Q filed November 13, 2015)10.101 Amending and Restating Deed, dated as of June 29, 2016, by and among the Parent Guarantor, GNRT Sub VII,the Original Owner Guarantors, the Global Co‑Ordinators, the Bookrunner, the ECA Agent, the Facility Agent,the Security Agent, CEXIM, the Mandated Lead Arrangers, the Lenders, the Hedge Counterparties and thecompanies listed therein as additional owner guarantors (Incorporated by reference to the Company’s CurrentReport on Form 8‑K, filed on June 30, 2016)10.102 Amendment No. 6 to the Note and Guarantee Agreement, dated as of December 2, 2015, among Gener8Maritime, Inc., Gener8 Maritime Subsidiary V Inc. and the Purchasers party thereto (Incorporated by referenceto the Company’s Current Report on Form 8‑K, filed on December 7, 2015)10.103 Pool Participation Agreement, dated as of December 18, 2015, by and between VL8 Pool Inc. and Gener8Andriotis LLC with respect to the “Gener8 Andriotis” (Incorporated by reference to the Company’s AnnualReport on Form 10‑K, filed on March 21, 2016)10.104 Supplemental Agreement entered into on December 28, 2015 to the Facility Agreement, dated as ofNovember 30, 2015, among Gener8 Maritime Subsidiary VII Inc. as Borrower; The Companies listed in Part Aof Schedule 1 as joint and several Owner Guarantors and joint and several Hedge Guarantors; Gener8Maritime, Inc. as Parent Guarantor; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as GlobalCo-ordinators; Citibank, N.A. as Bookrunner; Citibank, N.A., The Export-Import Bank of China and Bank ofChina, New York Branch as Mandated Lead Arrangers; The Banks and Financial Institutions listed in Part B ofSchedule 1 as Original Lenders; The Banks and Financial Institutions listed in Part C of Schedule 1 as HedgeCounterparties; Citibank, N.A., London Branch as ECA Co‑ordinator and ECA Agent; and Nordea BankFinland Plc, New York Branch as Facility Agent and Security Agent. (Incorporated by reference to theCompany’s Annual Report on Form 10‑K, filed on March 21, 2016)10.105 Amendment No. 7 and Waiver to the Note and Guarantee Agreement, dated as of February 17, 2016, amongGener8 Maritime, Inc., Gener8 Maritime Subsidiary V Inc. and the Purchasers party thereto (Incorporated byreference to the Company’s Annual Report on Form 10‑K, filed on March 21, 2016)10.106 Shipbuilding Contract Novation Agreement dated January 8, 2016 by and between Hyundai Samho HeavyIndustries Co., Ltd., as Builder, STI Cavaliere Shipping Company Limited, as Original Buyer and Gener8Constantine LLC, as New Buyer to Shipbuilding Contract, dated December 20, 2013 by and between STICavaliere Shipping Company Limited and Hyundai Samho Heavy Industries Co., Ltd., with respect to HullNo. S777 (Incorporated by reference to the Company’s Annual Report on Form 10‑K, filed on March 21, 2016)10.107 Performance Guarantee, dated as of January 8. 2016 by Gener8 Maritime, Inc. in favor of Hyundai SamhoHeavy Industries Co., Ltd. with respect to Hull No. S777 (Incorporated by reference to the Company’s AnnualReport on Form 10‑K, filed on March 21, 2016)10.108 Form of Indemnification Agreement between Gener8 Maritime, Inc. and each of its directors and executiveofficers (Incorporated by reference to the Company’s Current Report on Form 8‑K, filed on March 6, 2017)**10.109 Form of 2016 Director Restricted Stock Unit Agreement Pursuant to the Gener8 Maritime, Inc. 2012 EquityIncentive Plan**10.110 Form of Stock Option Agreement with respect to grants of options to purchase common stock of the Companypursuant to the Company’s 2012 Equity Incentive Plan, (as amended and restated, effective June 22, 2015)(Incorporated by reference to the Company’s Current Report on Form 8‑K, filed on January 9, 2017)**122 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents10.111 Agreement dated November 28, 2016 by and between Gener8 Maritime Subsidiary Inc., as Buyer and HyundaiSamho Heavy Industries Co., LTD., as Builder to amend the Shipbuilding Contract, dated as of December 12,2013, by and between Navig8 Crude Tankers, Inc., and Hyundai Samho Heavy Industries Co., Ltd. withrespect to Hull No. S77110.112 Amendment No. 1, dated October 20, 2016, to the Facility Agreement, dated as of August 31, 2015, amongGener8 Maritime Subsidiary VIII Inc., as Borrower; the Owner Guarantors and Hedge Guarantors listed therein;Gener8 Maritime, Inc., as Parent Guarantor; Gener8 Maritime Subsidiary V Inc. as Shareholder; Citibank, N.A.and Nordea Bank Finland Plc, New York Branch, as global co-ordinators; Citibank, N.A. and Nordea BankFinland Plc, New York Branch, as bookrunners; Citibank, N.A., London Branch as ECA co‑ordinator and ECAagent; Nordea Bank Finland Plc, New York Branch as commercial tranche co-ordinator; Nordea Bank FinlandPlc, New York Branch as facility agent; Nordea Bank Finland Plc, New York Branch as security agent; TheExport-Import Bank of Korea; the commercial tranche bookrunners party thereto; the mandated lead arrangersparty thereto; the lead arrangers party thereto; the banks and financial institutions named therein as originallenders; and the banks and financial institutions named therein as hedge counterparties. (Incorporated byreference to the Company’s Quarterly Report on Form 10‑Q, filed on November 14, 2016)12.1 Computation of Ratio of Earnings to Fixed Charges21.1 Subsidiaries of Gener8 Maritime, Inc.23.1 Consent of Deloitte & Touche LLP31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the SecuritiesExchange Act of 1934, as amended31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the SecuritiesExchange Act of 1934, as amended32.1* Certification of Chief Executive Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of1934, as amended, and 18 U.S.C. §135032.2* Certification of Chief Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of1934, as amended, and 18 U.S.C. §1350101 The following materials from Gener8 Maritime, Inc.’s Annual Report on Form 10‑K for the year endedDecember 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated BalanceSheets as of December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for theyears ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income(loss) for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Shareholders’Equity for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows forthe years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements 101. INS XBRL Instance Document.101. SCH XBRL Taxonomy Extension Schema.101. CAL XBRL Taxonomy Extension Calculation Linkbase.101. DEF XBRL Taxonomy Extension Definition Linkbase.101. LAB XBRL Taxonomy Extension Label Linkbase.101. PRE XBRL Taxonomy Extension Presentation Linkbase. * Furnished Herewith** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10‑K pursuantto Item 15(b) 123Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.109RESTRICTED STOCK UNIT AGREEMENTPURSUANT TO THEGENER8 MARITIME, INC. 2012 EQUITY INCENTIVE PLAN* * * * *Participant:________________________Grant Date:________________________Number of Restricted Stock Units granted: _____________* * * * *THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), datedas of the Grant Date specified above, is entered into by and between Gener8 Maritime, Inc., a MarshallIslands Corporation (the “Company”), and the Participant specified above, pursuant to the Gener8Maritime, Inc. 2012 Equity Incentive Plan, as amended and restated as of June 22, 2015 (the “Plan”),which is administered by the Committee.WHEREAS, it has been determined under the Plan that it would be in the best interests of theCompany to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant;NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forthand for other good and valuable consideration, the parties hereto hereby mutually covenant and agree asfollows:1.Incorporation By Reference; Plan Document Receipt. This Award Agreement issubject in all respects to the terms and provisions of the Plan (including, without limitation, anyamendments thereto adopted at any time and from time to time unless such amendments are expresslyintended not to apply to the grant of the RSUs hereunder), all of which terms and provisions are made apart of and incorporated in this Award Agreement as if they were each expressly set forth herein, providedthat any subsequent amendment of the Plan shall not adversely affect Participant’s rights under this AwardAgreement without the Participant’s written consent to such amendment. The Participant herebyacknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully andfully understands its content. In the event of any conflict between the terms of this Award Agreement andthe terms of the Plan, the terms of Plan, as interpreted by the Committee, shall control. The Participanthereby acknowledges that all decisions, determinations and interpretations of the Committee in respect ofthe Plan, this Award Agreement and the RSUs shall be final and conclusive. Any capitalized term notdefined in this Award Agreement shall have the same meaning as is ascribed thereto in the Plan.2.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant,as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise providedby the Plan, the Participant agrees and understands that nothing contained in this Award Agreementprovides, or is intended to provide, the Participant with any protection against potential future dilution ofthe Participant’s interest in the Company for any reason. The Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award untilsuch Shares are delivered to the Participant in accordance with Section 4.3.Vesting.(a)General. Except as otherwise provided in this Section 3, RSUs subject to this Award shallvest at 12:01 a.m. on the earlier of (a) the date of the first Annual Meeting of Shareholders of the Companyfollowing the Grant Date and (b) the first anniversary of the Grant Date, provided that the Participant hasnot incurred a Termination of Directorship prior to such date.(b)Change in Control. All unvested RSUs shall immediately become vested upon a Changein Control, provided the Participant has not incurred a Termination of Directorship prior to such date.(c)Termination Due to Death or Disability. In the event of the Participant’s Termination ofDirectorship due to the Participant’s death or Disability (as defined in the Plan), then the Participant’s thenoutstanding and unvested RSUs shall immediately vest in full as of the date of such Termination ofDirectorship.(d)Other Terminations/Forfeiture. Any unvested RSUs shall be immediately forfeited uponthe Participant’s Termination of Directorship for any reason other than death or Disability. For theavoidance of doubt, if the Participant incurs a Termination of Directorship after the RSUs become vestedbut before the corresponding Shares have been issued to the Participant pursuant to Section 4, such Sharesshall be issued to the Participant notwithstanding the Termination of Directorship, except as provided inSection 6.4.Delivery of Shares.(a)Within five (5) business days following the date that the RSUs vest, the Participant shall beissued the number of Shares that correspond to the number of RSUs that became vested on such date asprovided in Section 3 above. In connection with the delivery of the Shares pursuant to this AwardAgreement, the Participant agrees to execute any documents reasonably requested by the Company. In noevent shall a Participant be entitled to receive any Shares with respect to any unvested or forfeited portionof the RSUs. Notwithstanding the foregoing, if the vesting of the RSUs is accelerated as provided inSection 3(c) by reason of the Participant’s Termination of Directorship due to death or Disability, and ifconsistent with the “short-term deferral” rules of Section 409A of the Internal Revenue Code, the Shareswith respect to such accelerated RSUs shall be issued within twenty (20) business days after theacceleration event applicable to such RSUs. In no event shall the Participant determine when during theapplicable period the Shares shall be issued.(b)Blackout Periods. Notwithstanding the foregoing, if the Participant is subject to anyCompany “blackout” policy or other trading restriction imposed by the Company on the date suchdistribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be insteadmade on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii)March 15 of the calendar year following the calendar year in which the applicable RSUs became vestedpursuant to Section 3.2 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c)Payment in Cash. Pursuant to the Plan, in lieu of issuing Shares pursuant to this Section 4,the Committee may elect to pay the Participant the cash value of all or some of such Shares.5.Dividends and Other Distributions. The Participant shall be entitled to receive paymentsequal to all dividends and other distributions paid with respect to the Shares underlying the RSUs, and anysuch amounts will be paid in the same amount and form (cash or non-cash) as that paid directly to holdersof Shares, provided that such amounts will be subject to the same vesting requirements as the underlyingRSUs, and shall be paid at the same time the related Shares (or cash, if the Committee so elects pursuant toSection 4) are delivered pursuant to Section 4, and any such amounts with respect to unvested RSUs shallbe placed into escrow until such time as the Shares (or cash, if the Committee so elects pursuant to Section4) for the related RSUs are issued and delivered or the underlying RSUs are forfeited; provided, further,that if any such amounts are paid in Shares with respect to unvested RSUs, the Shares shall be depositedwith the Company and shall be subject to the same restrictions on transferability and forfeitability as theRSUs with respect to which they were paid.6.Non‑transferability. The RSUs, and any rights or interests therein, (i) shall not be sold,exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or anybeneficiar(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws ofdescent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant(or any beneficiar(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similarlegal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose ofthese RSUs, or the levy of any execution, attachment or similar legal process upon these RSUs, contrary tothe terms of this Award Agreement and/or the Plan, shall be null and void and without legal force or effect.7.Entire Agreement; Amendment. This Award Agreement, together with the Plan,contains the entire agreement between the parties hereto with respect to the subject matter contained herein,and supersedes all prior agreements or prior understandings, whether written or oral, between the partiesrelating to such subject matter. The Committee shall have the right, in its sole discretion, to modify oramend this Award Agreement from time to time in accordance with and as provided in the Plan, but not inany manner or to any extent that would be adverse to the Participant without the Participant’s writtenconsent at the time. This Award Agreement may also be modified or amended by a writing signed by boththe Company and the Participant. The Company shall give written notice to the Participant of any suchmutually-agreed-on modification or amendment of this Award Agreement as soon as practicable after theadoption thereof by the Company.8.Acknowledgment of Participant. This award of RSUs does not entitle Participant to anybenefit other than that granted under this Award Agreement. Any benefits granted under this AwardAgreement are not part of the Participant’s ordinary compensation, and shall not be considered as part ofsuch compensation in the event of severance, redundancy or resignation. Participant understands andaccepts that the benefits granted under this Award Agreement are entirely at the discretion of the Companyand that the Company retains the right to amend or terminate this Award Agreement and the Plan at anytime, at its sole discretion and3 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.without notice, but not in any manner or to any extent that would be adverse to the Participant without theParticipant’s written consent at the time.9.Securities Matters. The Company shall be under no obligation to effect the registrationpursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or anyshares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. TheCompany shall not be obligated to cause to be issued any Shares, whether by means of stock certificates orappropriate book entries, unless and until the Company is advised by its counsel that the issuance of suchShares is in compliance with all applicable laws, regulations of governmental authority and therequirements of any securities exchange on which Shares are traded. The Committee may require, as acondition of the issuance of Shares pursuant to the terms hereof, that the Participant (or other recipient ofsuch Shares, in the event of Participant’s death) make such covenants, agreements and representations, andthat any certificates bear such legends and any book entries be subject to such electronic coding, as theCommittee, in its sole discretion, deems necessary or desirable. The Participant specifically understandsand agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as thatterm is defined in Rule 144 under the Securities Act of 1933, as amended and, accordingly, the Participantmay be required to hold the shares indefinitely unless they are registered under such Act or an exemptionfrom such registration is available.10.Delays or Omissions. No delay or omission to exercise any right, power or remedyaccruing to any party hereto upon any breach or default of any party under this Award Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any suchbreach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring,nor shall any waiver of any single breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on thepart of any party of any breach or default under this Award Agreement, or any waiver on the part of anyparty or any provisions or conditions of this Award Agreement, must be in a writing signed by such partyand shall be effective only to the extent specifically set forth in such writing.11.Governing Law. This Award Agreement shall be governed by and construed inaccordance with the laws of the State of New York, without reference to the principles of conflict of lawsthereof.12.No Right to Continued Service. Nothing in this Award Agreement shall interfere with orlimit in any way the right of the Company to terminate the Participant’s employment or service at any time,for any reason and with or without cause.13.Notices. Any notice which may be required or permitted under this Award Agreementshall be in writing, and shall be delivered in person or via facsimile transmission, overnight courier serviceor certified mail, return receipt requested, postage prepaid, properly addressed as follows:4 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(a)If such notice is to the Company, to the attention of the Chief Financial Officer of theCompany or at such other address as the Company, by notice to the Participant, shall designate in writingfrom time to time.(b)If such notice is to the Participant, at his/her address as shown on the Company’s records, or atsuch other address as the Participant, by notice to the Company, shall designate in writing from time totime.14.Compliance with Laws. This issuance of RSUs (and the Shares underlying the RSUs)pursuant to this Award Agreement shall be subject to, and shall comply with, any applicable requirementsof any foreign and U.S. federal and state securities laws, rules and regulations (including, withoutlimitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934,as amended and in each case any respective rules and regulations promulgated thereunder) and any otherlaw or regulation applicable thereto. The Company shall not be obligated to issue these RSUs or any of theShares pursuant to this Agreement if any such issuance would violate any such requirements.15.Binding Agreement; Assignment. This Award Agreement shall inure to the benefit of,be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shallnot assign (except as provided by Section 6 hereof) any part of this Award Agreement without the priorexpress written consent of the Company. The Company may not assign any portion of this AwardAgreement without the prior written consent of the Participant except as otherwise provided in the Plan.16.Counterparts. This Award Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but all of which shall constitute one and the sameinstrument.17.Headings. The titles and headings of the various sections of this Award Agreement havebeen inserted for convenience of reference only and shall not be deemed to be a part of this AwardAgreement.18.Further Assurances. Each party hereto shall do and perform (or shall cause to be doneand performed) all such further acts and shall execute and deliver all such other agreements, certificates,instruments and documents as either party hereto reasonably may request in order to carry out the intent andaccomplish the purposes of this Award Agreement and the Plan and the consummation of the transactionscontemplated thereunder.19.Severability. The invalidity or unenforceability of any provisions of this AwardAgreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of thisAward Agreement in such jurisdiction or the validity, legality or enforceability of any provision of thisAward Agreement in any other jurisdiction, it being intended that all rights and obligations of the partieshereunder shall be enforceable to the fullest extent permitted by law.[Remainder of Page Intentionally Left Blank] 5 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the datefirst written above. GENER8 MARITIME, INC. By: Name: Title: PARTICIPANT Name: Signature Page to Restricted Stock Unit AgreementSource: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.111AGREEMENTThis Agreement (the "AGREEMENT") is made on this 28 day of November 2016 by and between:(1)GENER8 MARITIME SUBSIDIARY INC. (formerly NAVIG8 CRUDE TANKERS INC.), a corporationincorporated under the laws of The Marshall Islands having its registered address at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the "BUYER").(2)HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD., a company organised and existing underthe laws of the Republic of Korea, having its principal office at 93, Daebul-Ro, Samho-Eup,Yeongam-Gun, Jeollanam-Do, Korea (the "BUILDER").(BUYER and BUILDER shall hereinafter be referred to as the "PARTIES" collectively)WHEREAS,(A)The BUYER and the BUILDER entered into a shipbuilding contract dated 12 December 2013 (assupplemented by a supplemental agreement dated 12 December 2013 and as further supplementedfrom time to time) (the "CONTRACT") in respect of the construction and sale of the one dieselengine 300,000 dwt crude oil tanker having hull number S771 (the "VESSEL").(B)Subject to the terms of this AGREEMENT, the BUYER has requested to postpone the payment ofthe fourth instalment of the contract price (the "CONTRACT PRICE") as defined in the article X,2-(d) of the CONTRACT for a certain period.(C)The BUILDER is willing to agree to such postponement of the payment of the fourth instalment ofthe CONTRACT PRICE under the term and condition herein below.NOW, THEREFORE, in consideration of the mutual premises and covenants undertaken herein and forgood and valuable consideration, the receipt and adequacy of which is hereby acknowledged, thePARTIES hereby agree as follows;1 / 3 thSource: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.1. POSTPONEMENTNotwithstanding the ARTICLE X, 2-(d) of the CONTRACT, it shall be amended that five per cent(5%) of the CONTRACT PRICE amounting to U.S.Dollars Four Million Seven Hundred Sixtyfive Thousand only (US$ 4,765,000.-) out of total 10% of the CONTRACT PRICE (the"FOURTH INSTALMENT A") shall be paid by the BUYER to the BUILDER no later thanDecember 15, 2016 and outstanding five per cent (5%)of the CONTRACT PRICE amounting to U.S.Dollars Four Million Seven Hundred Sixty fiveThousand only (US$ 4,765,000.-) (the "FOURTH INSTALMENT B") shall be paid by theBUYER to the BUILDER concurrently with the delivery of the VESSEL scheduled on February27, 2017.2. INTERESTIn consideration of the postponement of the fourth instalment, the BUYER shall pay to theBUILDER interest at the rate of six percent (6%) per annum calculated from October 24, 2016 tothe actual receipt of each payment of the fourth instalment as shown in below table. FOURTH INSTALMENT AFOURTH INSTALMENT BContractual Due DateOctober 24, 2016Adjusted Due DateDecember 15, 2016February 27, 2017Period of Postponement52 days126 daysPrincipal$ 4,765,000$4,765,000Interest$ 40,731$ 98,694Total Amount$4,805,731$ 4,863,694 The interest in the above table is based on the amended payment schedule.3. EFFECTIVENESSThis AGREEMENT shall become effective upon signing by the PARTIES hereto.2 / 3 Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4. CONFIDENTIALITYThis AGREEMENT shall be kept strictly private and confidential by the PARTIES hereto andshall not be disclosed to any third parties unless mutually agreed.5. OTHER TERMSAll other terms of the CONTRACT remain unaltered and unaffected by the terms of thisAGREEMENT.6. GOVERNING LAW AND JURISDICTIONThis AGREEMENT shall be governed by and construed in accordance with English law and anydispute under this AGREEMENT shall be referred to arbitration in accordance with the terms ofArticle XIII of the CONTRACT.IN WITNESS WHEREOF the PARTIES hereto have caused this AGREEMENT to be duly executedon the date first above written. For and on behalf of the BUYER For and on behalf of the BUILDER By/s/ George Fikaris By: /s/ Ho Woung CheomName: George Fikaris Name: Ho Woung CheomTitle: Vice President Title: Team Leader / CMD For US$10 and other good and valuable consideration (the sufficiency and receipt of which are herebyacknowledged), We, Nonghyup Bank, hereby acknowledge the terms of this Agreement and give ourconsent accordingly to the variation of the Contract on the terms set out herein with effect from thedate first above written..3 / 3Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.1Gener8 Maritime, Inc.Computation of Ratio of Earnings to Fixed Charges*(Expressed in thousands of United States Dollars, except ratios) Year Ended December 31, 2016 2015 2014 (2) 2013 (2)Fixed Charges Interest expense, net $49,627 $15,982 $29,849 $34,643 Capitalized interest 27,602 35,172 8,958 —Interest Component of rent expense 559 544 564 597 Fixed Charges 77,788 51,698 39,371 35,240 Earnings Net income (loss) 67,306 129,569 (47,084) (101,073)Fixed charges (calculated above) 77,788 51,698 39,371 35,240 Capitalized interest (27,602) (35,172) (8,958) —Total earnings available for fixed charges $117,491 $146,095 $(16,671) $(65,833)Ratio of Earnings to Fixed Charges (1) 1.51 2.83 (0.42) (1.87)Ratio of Earnings to Combined Fixed Chargesand Preferred Stock Dividends (1) 1.51 2.83 (0.42) (1.87)* As defined in Item 503(d) of Regulation S-K of the Securities Exchange Act of 1934(1)For purposes of computing these ratios, “earnings” consist of income before taxes, interest component of rent expense(approximately one-third of our rent expense is deemed by the Company to be representative of the interest factorinherent in such rent expense), interest expense, swap interest, capitalized interest, and amortization of loan fees. “Fixedcharges” consist of interest expense, swap interest, capitalized interest, and amortization of loan fees. as reported in theconsolidated financial statements.(2)For the years ended December 31, 2014 and 2013, the deficiencies in earnings to available to cover fixed charges were$56.0 million and $101.1 million.Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.1 GENER8 MARITIME, INC.LIST OF SUBSIDIARIES Legal Entity JurisdictionCompanion Ltd. BermudaCompatriot Ltd. BermudaConcept Ltd. BermudaConcord Ltd. BermudaConsul Ltd. BermudaContest Ltd. BermudaGener8 Andriotis Inc. Marshall IslandsGener8 Chiotis Inc. Marshall IslandsGener8 Maritime Management LLC Marshall Islands (also qualified in New York)Gener8 Maritime Subsidiary II Inc. Marshall IslandsGener8 Maritime Subsidiary III Ltd. BermudaGener8 Maritime Subsidiary Inc. Marshall IslandsGener8 Maritime Subsidiary NEW IV Inc. Marshall IslandsGener8 Maritime Subsidiary V Inc. Marshall IslandsGener8 Maritime Subsidiary VI Inc. Marshall IslandsGener8 Maritime Subsidiary VII Inc. Marshall IslandsGener8 Maritime Subsidiary VIII Inc. Marshall IslandsGener8 Miltiades Inc. Marshall IslandsGener8 Strength Inc. Marshall IslandsGener8 Success Inc. Marshall IslandsGener8 Supreme Inc. Marshall IslandsGener8 Tankers 1 Inc. Marshall IslandsGener8 Tankers 2 Inc. Marshall IslandsGener8 Tankers 3 Inc. Marshall IslandsGener8 Tankers 4 Inc. Marshall IslandsGener8 Tankers 5 Inc. Marshall IslandsGener8 Tankers 6 Inc. Marshall IslandsGener8 Tankers 7 Inc. Marshall IslandsGener8 Tankers 8 Inc. Marshall IslandsGener8 Neptune LLC Marshall IslandsGener8 Andriotis LLC Marshall IslandsGener8 Apollo LLC Marshall IslandsGener8 Ares LLC Marshall IslandsGener8 Athena LLC Marshall IslandsGener8 Chiotis LLC Marshall IslandsGener8 Constantine LLC Marshall IslandsGener8 Ethos LLC Marshall IslandsGener8 Hector LLC Marshall Islands Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Gener8 Hera LLC Marshall IslandsGener8 Macedon LLC Marshall IslandsGener8 Militiades LLC Marshall IslandsGener8 Nautilus LLC Marshall IslandsGener8 Nestor LLC Marshall IslandsGener8 Noble LLC Marshall IslandsGener8 Oceanus LLC Marshall IslandsGener8 Perseus LLC Marshall IslandsGener8 Strength LLC Marshall IslandsGener8 Success LLC Marshall IslandsGener8 Supreme LLC Marshall IslandsGener8 Theseus LLC Marshall IslandsGMR Agamemnon LLC LiberiaGMR Argus LLC Marshall IslandsGMR Atlas LLC Marshall IslandsGMR Chartering LLC New YorkGMR Daphne LLC Marshall IslandsGMR Defiance LLC LiberiaGMR Elektra LLC Marshall IslandsGMR George T LLC Marshall IslandsGMR Harriet G LLC LiberiaGMR Hercules LLC Marshall IslandsGMR Horn LLC Marshall IslandsGMR Kara G LLC LiberiaGMR Maniate LLC Marshall IslandsGMR Orion LLC Marshall IslandsGMR Phoenix LLC Marshall IslandsGMR Poseidon LLC Marshall IslandsGMR Spartiate LLC Marshall IslandsGMR Spyridon LLC Marshall IslandsGMR St. Nikolas LLC Marshall IslandsGMR Strength LLC LiberiaGMR Ulysses LLC Marshall IslandsGMR Zeus LLC Marshall IslandsUnique Tankers LLC Marshall IslandsVictory Ltd. BermudaVision Ltd. Bermuda - 2 -Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333‑215505 on Form S‑3 andNo. 333‑205188 on Form S‑8 of our report dated March 13, 2017, relating to the consolidated financial statements ofGener8 Maritime, Inc. and subsidiaries appearing in this Annual Report on Form 10‑K of Gener8 Maritime, Inc. for theyear ended December 31, 2016./s/ DELOITTE & TOUCHE LLPNew York, New YorkMarch 13, 2017Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.1CERTIFICATIONI, Peter C. Georgiopoulos, certify that:1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 of Gener8 Maritime, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report is beingprepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting.Date: March 13, 2017/s/ Peter C. GeorgiopoulosName:Peter C. GeorgiopoulosTitle:Chairman and Chief Executive OfficerSource: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.2CERTIFICATIONI, Leonard J. Vrondissis, certify that:1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 of Gener8 Maritime, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report is beingprepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting.Date: March 13, 2017 /s/ Leonard J. Vrondissis Name:Leonard J. Vrondissis Title:Chief Financial Officer, Secretary and Executive Vice PresidentSource: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with Gener8 Maritime, Inc.’s (the “Company”) Annual Report on Form 10-K for theyear ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof(the “Report”), the undersigned Chairman and Chief Executive Officer of the Company, hereby certifiespursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financialcondition and results of operations of the Company.Date: March 13, 2017 /s/ Peter G. Georgiopoulos Name:Peter C. Georgiopoulos Title:Chairman and Chief Executive Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed aspart of the Report or as a separate disclosure document.Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with Gener8 Maritime, Inc.’s (the “Company”) Annual Report on Form 10-K for theyear ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof(the “Report”), the undersigned Chief Financial Officer, Secretary and Executive Vice President of theCompany, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financialcondition and results of operations of the Company.Date: March 13, 2017 /s/ Leonard J. Vrondissis Name:Leonard J. Vrondissis Title:Chief Financial Officer, Secretary and Executive Vice President The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed aspart of the Report or as a separate disclosure document.Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: Gener8 Maritime, Inc., 10-K, March 13, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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