GENERAL MARITIME CORP/ - 10-K Annual Report

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

FORM 10-K

/X/ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2001

/ / 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 001-16531

GENERAL MARITIME CORPORATION
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands 06-159-7083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

35 West 56th Street, New York, New York 10019
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:

Common Stock, par value $.01 per share

Securities of the Registrant registered pursuant to
Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of 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. / /

The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant as of March 1, 2002 was approximately
$201,833,111, based on the closing price of $10.50 per share.

The number of shares outstanding of the Registrant's common stock as of
March 1, 2002 was 37,000,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the Annual Meeting of Shareholders to be held on May
16, 2002 (Part III)

PART I

ITEM 1. BUSINESS

OVERVIEW

We are a leading provider of international seaborne crude oil
transportation services within the Atlantic basin. We have a fleet of 29
vessels, consisting of 24 Aframax and 5 Suezmax tankers.

Our fleet generated approximately $217.1 million in voyage revenues,
$113.3 million in adjusted EBITDA(1) and $51.2 million in net income during the
fiscal year ended December 31, 2001. The 14 vessels whose results are included
in our fiscal year 2000 financial statements generated approximately $132.0
million in voyage revenues, $79.4 million in adjusted EBITDA and $30.3 million
in net income during the fiscal year ended December 31, 2000.

We have one of the largest mid-sized tanker fleets in the world, with a
total cargo carrying capacity of more than 3.0 million deadweight tons. With the
majority of our vessels operating in the Atlantic basin during the year ended
December 31, 2001, we have one of the largest fleets in this region, which
includes ports in the Caribbean, South and Central America, the United States,
Western Africa and the North Sea. We deploy the remaining vessels in regions
that we believe will maximize our financial performance.

As of December 31, 2001, based on deadweight tons, the average age of our
24 Aframax tankers was approximately 11.7 years, and the average age of our 5
Suezmax tankers was 11.3 years.

Since we commenced operations in 1997, our voyage revenues have grown
from approximately $12.4 million in 1997 to $62.0 million in 1998, $71.5 million
in 1999, $132.0 million in 2000 and $217.1 million in 2001. We acquired six
vessels in 1997, four vessels in 1998, one vessel in 1999, three vessels in 2000
and 15 vessels in 2001.

OUR COMPETITIVE STRENGTHS

We pursue an intensively customer- and service-focused strategy to
achieve superior operating results. Our strategy is based on what we believe are
our key competitive strengths:

- HIGH-QUALITY VESSELS. We operate a fleet of high-quality, mid-sized
tankers that we believe allows us to operate with relatively low
maintenance and operating costs. As of December 31, 2001, five of our
24 Aframax tankers, or 20.8% and none of our 5 Suezmax tankers, or
0.0%, were older than 15 years of age, compared to 33.0% of the world
fleet of Aframax tankers and 25.0% of the world fleet of Suezmax
tankers which were older than 15 years of age as of that date
according to published industry data. Because of increasingly
stringent operating and safety standards, the age and quality of our
fleet have given us a high level of acceptance by charterers.

- ----------
(1) Adjusted EBITDA represents net voyage revenues less direct vessel expenses
and general and administrative expenses excluding other expenses.
Adjusted EBITDA is included because it is used by certain investors to
measure a company's financial performance. Adjusted EBITDA is not an item
recognized by GAAP, and should not be considered as an alternative to net
income or any other indicator of a company's performance required by
GAAP. The definition of Adjusted EBITDA used here may not be comparable
to that used by other companies.

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- FOCUSED FLEET OF MID-SIZED TANKERS. A number of our vessels have one
or two substantially identical "sister ships" in our fleet which often
can be used interchangeably, giving us scheduling flexibility and
greater economies of scale. By focusing on the Atlantic basin, and
particularly the Caribbean, we have become a leading provider of
mid-sized tankers in this region. We believe that the high
concentration of load and discharge ports in this region enables us to
deploy our vessels on additional revenue generating voyages during
times when they would otherwise have no cargo.

- CUSTOMER RELATIONSHIPS. We believe that we have strong relationships
with our customers which include many major oil companies, such as:
Shell, Citgo, Exxon Mobil, Chevron Texaco, Sun, Kuwait Petroleum,
Saudi Petroleum and Navion Statoil. We believe that our strong
customer relationships stem from our reputation for dependability and
for delivering high quality transportation services.

- EXPERIENCED MANAGEMENT TEAM. Our founder, Peter C. Georgiopoulos, and
other senior executive officers and key employees have a combined
total of more than 100 years of experience in the shipping industry.
We have experienced management in all functions critical to our
operations, promoting a focused marketing effort, tight quality and
cost controls and effective operations and safety monitoring.

Our high quality fleet has resulted in an average of 97.1% capacity
utilization for the period from the acquisition of our first vessel in May 1997
through December 2001.

While we strive to maintain these strengths, we operate in a highly
competitive industry which is subject to downturns in regional and global
economies as well as changes in regulations which could adversely affect us and
our industry.

BUSINESS STRATEGY

Our strategy is to employ our existing competitive strengths to continue
to enhance our position and to maximize shareholder value. Our strategic
initiatives include:

- GROWING THROUGH ACQUISITIONS. We believe that the tanker industry is
fragmented, with many opportunities for consolidation. In addition,
during the past decade, many oil companies have reduced the size of
their tanker fleets. We seek to continue to expand our Aframax and
Suezmax tanker fleets through acquisitions of ship-owning businesses
and vessels.

- EXPANDING OUR PRESENCE IN THE ATLANTIC BASIN. Vessels operating in the
Atlantic basin primarily serve the U.S. oil market, which is governed
by strict environmental regulations. We believe that the quality of
our fleet and our excellent safety record will facilitate our
expansion in this region.

- STRENGTHENING OUR RELATIONSHIPS WITH CURRENT CUSTOMERS AND DEVELOPING
RELATIONSHIPS WITH NEW CUSTOMERS. Our goal is to be the first choice
of the major oil companies for crude oil transportation. Our
reputation for quality and service has enabled us to develop
relationships with many oil companies. We intend to use our reputation
to strengthen relationships with existing customers and establish
relationships with new clients. We seek to anticipate our clients'
crude oil transportation needs and to respond quickly when we
recognize opportunities.

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- BALANCING OUR FLEET DEPLOYMENT. We actively manage the deployment of
our fleet in order to achieve a balance between spot charters and time
charters. We seek to preserve significant exposure to the spot market
and rates while providing a reliable revenue stream through our time
charter contracts.

- MAINTAINING OUR COMMITMENT TO EXCELLENCE AND SAFETY. We are committed
to providing high quality service. Our fleet has an excellent safety
record. We intend to maintain our high level of quality and safety by
focusing our acquisition efforts on newer ships, inspecting our ships
frequently and maintaining them in excellent condition.

The following chart provides information regarding all of our vessels.

DH = Double-hull tanker; DS = Double-sided tanker; SH = Single-hull tanker,
TC = Time Chartered
* As of March 1, 2002
** Oil/Bulk/Ore carrier (O/B/O)
(1) - Collateral for first credit facility
(2) - Collateral for second credit facility
(3) - Norwegian International Shipping registry

We acquired 29 of our vessels as well as its two management company
subsidiaries in a series of recapitalization transactions outlined below and
described in greater detail in our Registration Statement on Form S-1 (File No.
333-49814) under the captions "RECAPITALIZATION AND ACQUISITIONS" "PRINCIPAL

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SHAREHOLDERS" and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." The
recapitalization transactions consisted of the following:

- - Our acquisition, as of June 12, 2001, of seven limited partnerships owning
14 vessels, in exchange for shares of our common stock.

- - Our acquisition, as of June 15, 2001, of five special purpose entities,
each owning one vessel, in exchange for shares of our common stock.

- - Our acquisition, in June and July 2001, of seven vessels which were owned
and commercially operated by unaffiliated parties, in exchange for cash.

- - Our acquisition, in August 2001, of three vessels which were owned and
commercially operated by unaffiliated parties, in exchange for shares of
our common stock.

- - Our acquisition, as of June 12, 2001, of all the issued and outstanding
shares of common stock of two vessel management companies. One of these
companies was acquired in exchange for cash and the other in exchange for
shares of our common stock.

Our predecessor entities, which were the owners of the 14 vessels
acquired as of June 12, 2001, began operations in 1997. The financial statements
as well as the historical and financial information for periods prior to June
12, 2001 reflect only those 14 vessels and their operating results. The vessels
acquired subsequent to June 12, 2001 are included in our financial information
as of the date we acquired them.

FLEET DEPLOYMENT

We strive to optimize the financial performance of our fleet by deploying
our vessels on time charters and in the spot market. We believe that our fleet
deployment strategy provides us with the ability to benefit from increases in
tanker rates while at the same time maintaining a measure of stability through
cycles in the industry. The following table details the percentage of our fleet
operating on time charters and in the spot market during the past three years.

TIME CHARTER VS. SPOT MIX
(as % of operating days)

- ----------
(1) Including 62 days of bareboat charters.
(2) Including 143 days of bareboat charters.

Vessels operating on time charters may be chartered for several months or
years whereas vessels operating in the spot market typically are chartered for
up to several weeks. Vessels operating in the spot market may generate increased
profit margins during improvements in tanker rates, while vessels operating on
time charters generally provide more predictable cash flows. Accordingly, we
actively monitor macroeconomic trends and governmental rules and regulations
that may affect tanker rates in an attempt to optimize the deployment of our
fleet. As of March 1, 2002, we had four vessels on time charters expiring on
dates between September 2002 and August 2003.

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Three of the ships that we purchased in 2000--the GENMAR ZOE, the GENMAR
MACEDON and the GENMAR SPARTIATE--were purchased from Chevron Corporation, in
May, June and July, respectively. At the time of the purchase, we granted
Chevron Corporation an option to hire two of those vessels on time charters at
the prevailing market rate. This option may be exercised up to two years from
the date the ships were delivered to us. The minimum term for the charters
pursuant to this is option is one year, and the charters may not extend beyond
three years from the date the ships were delivered to us, unless we grant
permission for a longer term. This option provides that we may elect to sell,
charter or otherwise commit one of these three vessels to a third party only if
Chevron Corporation has not already elected to hire the vessel or has not
elected to match our offer to sell, charter or otherwise commit the vessel under
the terms offered to the third party. As of March 1, 2002, Chevron Corporation
had not exercised this option.

CLASSIFICATION AND INSPECTION

All of our vessels have been certified as being "in-class" by Det Norske
Veritas, the American Bureau of Shipping or Nippon Kaiji Kyokai. Each of these
classification societies is a member of the International Association of
Classification Societies. Every commercial vessel's hull and machinery is
evaluated by a classification society authorized by its country of registry. The
classification society certifies that the vessel has been built and maintained
in accordance with the rules of the classification society and complies with
applicable rules and regulations of the vessel's country of registry and the
international conventions of which that country is a member. Each vessel is
inspected by a surveyor of the classification society in three surveys of
varying frequency and thoroughness: every year for the annual survey, every two
to three years for the intermediate survey and every four to five years for
special surveys. Vessels may be required, as part of the intermediate survey
process, to be drydocked every 24 to 30 months for inspection of the underwater
portions of the vessel and for necessary repair stemming from the inspection.
Special surveys always require drydocking.

In addition to the classification inspections, many of our customers
regularly inspect our vessels as a precondition to chartering them for voyages.
We believe that our well-maintained, high-quality vessels provide us with a
competitive advantage in the current environment of increasing regulation and
customer emphasis on quality.

We have implemented the International Safety Management Code, which was
promulgated by the International Maritime Organization, a United Nations'
agency, to establish pollution prevention requirements applicable to tankers.
Prior to July 1, 1998, we obtained documents of compliance for our offices and
safety management certificates for all of our vessels for which the certificates
are required by the International Maritime Organization.

OPERATIONS AND SHIP MANAGEMENT

We employ experienced management in all functions critical to our
operations, aiming to provide a focused marketing effort, tight quality and cost
controls and effective operations and safety monitoring. We currently provide
the technical management necessary for the operations of 28 of our vessels.
These operations include ship maintenance, officer staffing, technical support,
shipyard supervision, insurance and financial management services.

Our crews inspect our vessels and perform ordinary course maintenance,
both at sea and in port. We regularly inspect our vessels using rigorous
criteria. We examine each vessel and make specific notations and recommendations
for improvements to the overall condition of the vessel, maintenance of the
vessel and safety and welfare of the crew.

5

We have a chartering staff located in New York, NY, which actively
monitors fleet operations, vessel positions and spot-market charter rates
worldwide. We believe that monitoring this information is critical to making
informed bids on competitive brokered charters.

CREWING AND EMPLOYEES

As of March 1, 2002, we employed approximately 51 office personnel.
Approximately 30 of these employees are located in New York, NY and manage the
commercial operations of our business. The other 21 employees are located in
Piraeus, Greece and manage the technical operations of our business. Our 21
employees located in Greece are subject to Greece's national employment
collective bargaining agreement which covers terms and conditions of their
employment.

As of March 1, 2002, we employed approximately 80 seaborne personnel to
crew our fleet of 29 vessels, consisting of captains, chief engineers, chief
officers and first engineers. The balance of each crew is staffed by employees
of a third party to whom we contract for crew management services. We believe
that we could obtain a replacement provider for these services, or could provide
these services internally, without any adverse impact on our operations.

We place great emphasis on attracting qualified crew members for
employment on our tankers. Recruiting qualified senior officers has become an
increasingly difficult task for tanker operators. We pay competitive salaries
and provide competitive benefits to our personnel. We believe that the
well-maintained quarters and equipment on our vessels help to attract and retain
motivated and qualified seamen and officers. Our crew management services
contractors have collective bargaining agreements which cover all the junior
officers and seamen whom they provide to us.

CUSTOMERS

Our customers include oil companies, oil traders, tanker owners and
others. During 2001, Skaugen PetroTrans, Inc., accounted for 12.6% of our voyage
revenues. During 2000, the Coastal Corporation, an international oil company
acquired in 2001 by El Paso Energy Corporation, and OMI Corporation, another
tanker owner, accounted for approximately 14.7% and 11.3%, respectively, of our
voyage revenues. Revenues from OMI Corporation primarily resulted from time
charter arrangements for the GENMAR ALTA and the GENMAR HARRIET; we terminated
our time charters for these two vessels, effective fourth quarter of 2000. See
"Item 3--LEGAL PROCEEDINGS."

COMPETITION

International seaborne transportation of crude oil and other petroleum
products is provided by two main types of operators: fleets owned by independent
companies and fleets of oil companies (both private and state-owned). Many oil
companies and other oil trading companies, the primary charterers of the vessels
we own, also operate their own vessels and transport oil for themselves and
third party charterers in direct competition with independent owners and
operators. Competition for charters is intense and is based upon price, vessel
location, the size, age, condition and acceptability of the vessel, and the
quality and reputation of the vessel's operator.

We compete principally with other Aframax and Suezmax owners. However,
competition in the Aframax and Suezmax markets is also affected by the
availability of alternative size vessels. Panamax size vessels and oil/bulk/ore
carriers (which carry oil or dry bulk cargo) can compete for many of the same
charters for which we compete. Because Ultra Large Crude Carriers and Very Large
Crude Carriers cannot enter the ports we serve due to their large size, they
rarely compete directly with our tankers for specific charters.

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Other significant operators of multiple Aframax and Suezmax vessels in
the Atlantic basin include American Eagle Tankers, Inc. Limited, OMI
Corporation, Overseas Shipholding Group, Inc. and Teekay Shipping Corporation.
There are also numerous, smaller tanker operators in the Atlantic basin. We
believe that we have significant competitive advantages in the Aframax and
Suezmax tanker markets as a result of the age, quality, type and size of our
vessels and our market share in the Atlantic basin.

INSURANCE

The operation of any ocean-going vessel carries an inherent risk of
catastrophic marine disasters and property losses caused by adverse weather
conditions, mechanical failures, human error, war, terrorism and other
circumstances or events. In addition, the transportation of crude oil is subject
to the risk of spills, and business interruptions due to political circumstances
in foreign countries, hostilities, labor strikes and boycotts. The U.S. Oil
Pollution Act of 1990 has made liability insurance more expensive for ship
owners and operators imposing potentially unlimited liability upon owners,
operators and bareboat charterers for certain oil pollution accidents in the
United States. We believe that our current insurance coverage is adequate to
protect us against the principal accident-related risks which we face in the
conduct of our business.

Our protection and indemnity insurance covers 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 and pollution arising from oil or other
substances. Our current protection and indemnity insurance coverage for
pollution is $1 billion per vessel per incident and is provided by mutual
protection and indemnity associations. Each of the vessels currently in our
fleet is entered in a protection and indemnity association which is a member of
the International Group of Protection and Indemnity Mutual Assurance
Associations. The 14 protection and indemnity associations that comprise the
International Group insure approximately 90% of the world's commercial tonnage
and have entered into a pooling agreement to reinsure each association's
liabilities. Each protection and indemnity association has capped its exposure
to this pooling agreement at $4.25 billion. As a member of protection and
indemnity associations, which are in turn members of the International Group, we
are subject to calls payable to the associations based on its claim records as
well as the claim records of all other members of the individual associations
and members of the pool of protection and indemnity associations comprising the
International Group.

Our hull and machinery insurance covers risks of actual or constructive
loss from collision, fire, grounding and engine breakdown. Our war risk
insurance covers risks of confiscation, seizure, capture, vandalism, sabotage
and other war-related risks. Our loss of hire insurance covers loss of revenue
for up to 90 or 120 days resulting from vessel off-hire for all but two of our
vessels.

ENVIRONMENTAL AND OTHER REGULATION

Government regulation significantly affects the ownership and operation
of our vessels. They are subject to international conventions, national, state
and local laws and regulations in force in the countries in which our vessels
may operate or are registered. We cannot predict the ultimate cost of complying
with these requirements, or the impact of these requirements on the resale value
or useful lives of our vessels. Various governmental and quasi-governmental
agencies require us to obtain permits, licenses and certificates for the
operation of our vessels. Although we believe that we are substantially in
compliance with applicable environmental and regulatory laws and have all
permits, licenses and certificates necessary for the conduct of our operations,
future non-compliance or failure to maintain necessary permits or approvals
could require us to incur substantial costs or temporarily suspend operation of
one or more of our vessels.

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We believe that the heightened level of environmental and quality
concerns among insurance underwriters, regulators and charterers is leading to
greater inspection and safety requirements on all vessels and may accelerate the
scrapping of older vessels throughout the industry. Increasing environmental
concerns have created a demand for vessels that conform to the stricter
environmental standards. We maintain operating standards for all of our vessels
that emphasize operational safety, quality maintenance, continuous training of
our crews and officers and compliance with U.S. and international regulations.

Our vessels are subject to both scheduled and unscheduled inspections by
a variety of governmental and private entities, each of which may have unique
requirements. These entities include the local port authorities (U.S. Coast
Guard, harbor master or equivalent), classification societies, flag state
administration (country of registry) and charterers, particularly terminal
operators and oil companies.

INTERNATIONAL MARITIME ORGANIZATION

The International Maritime Organization, the United Nations' agency for
maritime safety, has adopted regulations which set forth pollution prevention
requirements applicable to tankers. These regulations, which have been
implemented in many jurisdictions in which our vessels operate, provide, in
part, that:

- 25-year old tankers must be of double-hull construction or of a
mid-deck design with double-sided construction, unless:

- they have wing tanks or double-bottom spaces not used for the
carriage of oil which cover at least 30% of the length of the
cargo tank section of the hull or bottom, or

- they are capable of hydrostatically balanced loading (loading less
cargo into a vessel so that in the event of a breach of the hull,
water flows into the vessel, displacing oil upwards instead of
into the sea);

- 30-year-old tankers must be of double-hull construction or mid-deck
design with double-sided construction, and

- all tankers will be subject to enhanced inspections.

Also, under International Maritime Organization regulations, a tanker
must be of double-hull construction or a mid-deck design with double-sided
construction or be of another approved design ensuring the same level of
protection against oil pollution if the tanker:

- is the subject of a contract for a major conversion or original
construction on or after July 6, 1993;

- commences a major conversion or has its keel laid on or after January
6, 1994; or

- completes a major conversion or is a newbuilding delivered on or
after July 6, 1996.

As of March 1, 2002, we owned nine single-hull vessels. Under the current
regulations, these vessels will be able to operate for various periods for up to
eight years before being required to be scrapped or retrofitted to conform to
international environmental standards. Although five of these vessels are 15
years of age or older as of December 31, 2001, the oldest was only 22.6 years
old and, therefore, the International Maritime Organization requirements
currently in effect regarding 25- and 30-year old

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tankers will not affect our fleet in the near future. Compliance with the new
regulations regarding inspections of all vessels, however, could adversely
affect our operations.

The International Maritime Organization has approved an accelerated
time-table for the phase-out of single-hull oil tankers. The new regulations,
expected to take effect in September 2002, require the phase-out of most
single-hull oil tankers by 2015 or earlier, depending on the age of the tanker
and whether it has segregated ballast tanks. Under the new regulations, the
maximum permissible age for single-hull tankers after 2007 will be 26 years, as
opposed to 30 years under current regulations. Of the nine single-hull vessels
in our fleet, one will be phased-out by 2006 and two will be phased-out by 2007
under the new regulations. The remaining six single-hull tankers would be phased
out by 2015 unless retrofitted with a second hull.

The requirements contained in the International Safety Management Code,
or ISM Code, promulgated by the International Maritime Organization, also affect
our operations. The ISM Code requires the party with operational control of a
vessel to develop an extensive safety management system that includes, among
other things, the adoption of a safety and environmental protection policy
setting forth instructions and procedures for operating its vessels safely and
describing procedures for responding to emergencies. We intend to rely upon the
safety management system that we and our third party technical managers have
developed.

The ISM Code requires that vessel operators obtain a safety management
certificate for each vessel they operate. This certificate evidences compliance
by a vessel's management with code requirements for a safety management system.
No vessel can obtain a certificate unless its manager has been awarded a
document of compliance, issued by each flag state, under the ISM Code. We have
obtained documents of compliance for our offices and safety management
certificates for all of our vessels for which the certificates are required by
the International Maritime Organization. We are required to renew these
documents of compliance and safety management certificates annually.

Noncompliance with the ISM Code and other International Maritime
Organization regulations may subject the shipowner or bareboat charterer to
increased liability, may lead to decreases in available insurance coverage for
affected vessels and may result in the denial of access to, or detention in,
some ports. The U.S. Coast Guard and European Union authorities have indicated
that vessels not in compliance with the ISM Code by the applicable deadlines
will be prohibited from trading in U.S. and European Union ports, as the case
may be.

The International Maritime Organization has negotiated international
conventions that impose liability for oil pollution in international waters and
a signatory's territorial waters. Additional or new conventions, laws and
regulations may be adopted which could limit our ability to do business and
which could have a material adverse effect on our business and results of
operations.

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 90, established an extensive
regulatory and liability regime for environmental protection and cleanup of oil
spills. The U.S. Oil Pollution Act of 1990 affects all owners and operators
whose vessels trade with the United States or its territories or possessions, or
whose vessels operate in the waters of the United States, which include the U.S.
territorial sea and the 200 nautical mile exclusive economic zone around the
United States. The Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, applies to the discharge of hazardous substances
whether on land or at sea. Both the U.S. Oil Pollution Act of 1990 and CERCLA
impact our operations.

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Under the U.S. Oil Pollution Act of 1990, vessel owners, operators and
bareboat charterers are "responsible parties" who are jointly, severally and
strictly liable (unless the spill results solely from the act or omission of a
third party, an act of God or an act of war) for all containment and clean-up
costs and other damages arising from oil spills from their vessels. These other
damages are defined broadly to include:

- natural resource damages and related assessment costs,

- real and personal property damages,

- net loss of taxes, royalties, rents, profits or earnings capacity,

- net cost of public services necessitated by a spill response, such as
protection from fire, safety or health hazards, and

- loss of subsistence use of natural resources.

The U.S. Oil Pollution Act of 1990 limits the liability of responsible
parties to the greater of $1,200 per gross ton or $10 million per tanker that is
over 3,000 gross tons (subject to possible adjustment for inflation). The act
specifically permits individual states to impose their own liability regimes
with regard to oil pollution incidents occurring within their boundaries, and
some states have enacted legislation providing for unlimited liability for
discharge of pollutants within their waters. In some cases, states which have
enacted this type of legislation have not yet issued implementing regulations
defining tanker owners' responsibilities under these laws. CERCLA, which applies
to owners and operators of vessels, contains a similar liability regime and
provides for cleanup, removal and natural resource damages. Liability under
CERCLA is limited to the greater of $300 per gross ton or $5 million.

These limits of liability do not apply, however, where the incident is
caused by violation of applicable U.S. federal safety, construction or operating
regulations, or by the responsible party's gross negligence or willful
misconduct. These limits do not apply if the responsible party fails or refuses
to report the incident or to cooperate and assist in connection with the
substance removal activities. The U.S. Oil Pollution Act of 1990 and CERCLA each
preserve the right to recover damages under existing law, including maritime
tort law. We believe that we are in substantial compliance with OPA 90, CERCLA
and all applicable state regulations in the ports where our vessels call.

The U.S. Oil Pollution Act of 1990 requires owners and operators of
vessels to establish and maintain with the U.S. Coast Guard evidence of
financial responsibility sufficient to meet the limit of their potential strict
liability under the act. The U.S. Coast Guard has enacted regulations requiring
evidence of financial responsibility in the amount of $1,500 per gross ton for
tankers, coupling the U.S. Oil Pollution Act of 1990 limitation on liability of
$1,200 per gross ton with the CERCLA liability limit of $300 per gross ton.
Under the regulations, evidence of financial responsibility may be demonstrated
by insurance, surety bond, self-insurance or guaranty. Under the U.S. Oil
Pollution Act of 1990 regulations, an owner or operator of more than one tanker
is required to demonstrate evidence of financial responsibility for the entire
fleet in an amount equal only to the financial responsibility requirement of the
tanker having the greatest maximum strict liability under the U.S. Oil Pollution
Act of 1990 and CERCLA. We have provided requisite guarantees and received
certificates of financial responsibility from the U.S. Coast Guard for each of
our vessels required to have one.

We insure each of our vessels with pollution liability insurance in the
maximum commercially available amount of $1 billion. A catastrophic spill could
exceed the insurance coverage available, in which event there could be a
material adverse effect on our business.

10

Under the U.S. Oil Pollution Act of 1990, with certain limited
exceptions, all newly-built or converted tankers operating in U.S. waters must
be built with double-hulls, and existing vessels that do not comply with the
double-hull requirement must be phased out over a 20-year period (1995-2015)
based on size, age and place of discharge, unless retrofitted with double-hulls.
Notwithstanding the phase-out period, the act currently permits existing
single-hull tankers to operate until the year 2015 if their operations within
U.S. waters are limited to discharging at the Louisiana Offshore Oil Port or
off-loading by lightering within authorized lightering zones more than 60 miles
off-shore. Lightering is the process by which vessels at sea off-load their
cargo to smaller vessels for ultimate delivery to the discharge port.

Owners or operators of tankers operating in the waters of the United
States must file vessel response plans with the U.S. Coast Guard, and their
tankers are required to operate in compliance with their U.S. Coast Guard
approved plans. These response plans must, among other things:

- address a "worst case" scenario and identify and ensure, through
contract or other approved means, the availability of necessary
private response resources to respond to a "worst case discharge";

- describe crew training and drills; and

- identify a qualified individual with full authority to implement
removal actions.

We have obtained vessel response plans approved by the U.S. Coast Guard
for our vessels operating in the waters of the United States. In addition, the
U.S. Coast Guard has announced it intends to propose similar regulations
requiring certain tanker vessels to prepare response plans for the release of
hazardous substances.

OTHER REGULATION

Although the United States is not a party to these conventions, many
countries have ratified and follow the liability plan adopted by the
International Maritime Organization and set out in the International
Convention on Civil Liability for Oil Pollution Damage of 1969 and the
Convention for the Establishment of an International Fund for Oil Pollution
of 1971. Under these conventions, a vessel's registered owner is strictly
liable for pollution damage caused in the territorial waters of a contracting
state by discharge of persistent oil, subject to certain complete defenses.
Liability is limited to approximately $183 per gross registered ton (a unit
of measurement of the total enclosed spaces within a vessel) or approximately
$19.3 million, whichever is less, or approximately $76.9 million, as
calculated based on conversion of $59.7 million special drawing rights as of
February 27, 2001, depending on whether the country in which the damage
results is a party to the 1992 Protocol to the International Convention on
Civil Liability for Oil Pollution Damage, which raised the maximum limit to
approximately $82.7 million. The limit of liability is tied to a unit of
account which varies according to a basket of currencies. The right to limit
liability is forfeited under the International Convention on Civil Liability
for Oil Pollution Damage where the spill is caused by the owner's actual
fault and under the 1992 Protocol where the spill is caused by the owner's
intentional or reckless conduct. Vessels trading to states which are parties
to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention
on Civil Liability for Oil Pollution Damage has not been adopted, various
legislative schemes or common law govern, and liability is imposed either on
the basis of fault or in a manner similar to that convention. We believe that
our insurance policy covers the liability under the plan adopted by the
International Maritime Organization.

The European Union is considering legislation that would (1) ban
manifestly sub-standard ships (defined as those over 15 years old that have been
detained by port authorities at least twice in the past six months) from
European waters and create an obligation of port states to inspect ships posing
a high risk to

11

maritime safety or the marine environment; (2) provide the European Commission
with greater authority and control over classification societies, including the
ability to seek to suspend or revoke the authority of negligent societies; and
(3) accelerate the phasing in of double hull tankers on the same schedule as
that required under OPA. The European Union adopted a legislative resolution
confirming an accelerated phase-out schedule for single hull tankers in line
with the schedule adopted by the IMO. Italy has announced a ban of single-hull
crude oil tankers over 5,000 dwt from most Italian ports, effective April 2001.
This ban was placed on oil product carriers, effective December 1, 2001. It is
impossible to predict what legislation or additional regulations, if any, may be
promulgated by the European Union or any other country or authority.

In addition, most U.S. states that border a navigable waterway have
enacted environmental pollution laws that impose strict liability on a person
for removal costs and damages resulting from a discharge of oil or a release of
a hazardous substance. These laws may be more stringent than U.S. federal law.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

The following risk factors and other information included in this report
should be carefully considered. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely
affected and the trading price of our common stock could decline.

AN INCREASE IN THE SUPPLY OF TANKER CAPACITY WITHOUT AN INCREASE IN DEMAND FOR
TANKER CAPACITY COULD CAUSE CHARTER RATES TO DECLINE, WHICH COULD MATERIALLY AND
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

Historically, the tanker industry has been cyclical. The profitability
and asset values of companies in the industry have fluctuated based on changes
in the supply of and demand for tanker capacity. The supply of tankers generally
increases with deliveries of new vessels and decreases with the scrapping of
older vessels, conversion of vessels to other uses, such as floating production
and storage facilities, and loss of tonnage as a result of casualties. If the
number of new ships delivered exceeds the number of vessels being scrapped,
tanker capacity will increase. If the supply of tanker capacity increases and
the demand for tanker capacity does not, the charter rates paid for our vessels
could materially decline. A material decline in our charter rates would decrease
our profitability.

A DECLINE IN DEMAND FOR CRUDE OIL OR A SHIFT IN OIL TRANSPORT PATTERNS COULD
MATERIALLY AND ADVERSELY AFFECT OUR REVENUES.

The demand for tanker capacity to transport crude oil depends upon world
and regional oil markets. A number of factors influence these markets,
including:

- global and regional economic conditions;

- increases and decreases in production of and demand for crude oil;

- developments in international trade; and

- changes in seaborne and other transportation patterns.

Historically, these markets have been volatile as a result of the many
conditions and events that can affect the price, demand, production and
transport of oil, as well as competition from alternative

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energy sources. Falling tanker charter rates in our markets or fewer charters
may have a material adverse effect on our revenues.

A DECLINE IN CHARTER RATES OR AN INCREASE IN COSTS COULD MATERIALLY AND
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

Our revenues depend on the rates that charterers pay for transportation
of crude oil by Aframax and Suezmax tankers. Because many of the factors which
influence the supply of and demand for vessel capacity are unpredictable, the
nature, timing and degree of changes in charter rates are unpredictable. In
2001, the average daily rate in the spot market for our Aframax tankers was
$20,118 and the average daily rate in the spot market for our Suezmax tankers
was $27,032. In 2000, the average daily rate in the spot market for our Aframax
tankers was $27,531 and the average daily rate in the spot market for Suezmax
tankers was $35,751. Our current average daily rates in the spot market for our
Aframax and Suezmax tankers are considerably lower than the rates we realized
during 2001. If charter rates continue to fall, our results could be materially
adversely affected.

Our vessel operating expenses depend on a variety of factors which
include crew costs, provisions, deck and engine stores, lubricating oil,
insurance, maintenance and repairs, many of which are beyond our control and
affect the entire shipping industry. Some of these costs, primarily insurance
and enhanced security measures implemented after September 11, 2001, are
increasing. These increases are anticipated to increase direct vessel operating
expenses for 2002. If costs continue to rise, our results could be materially
adversely affected.

THE MARKET FOR CRUDE OIL TRANSPORTATION SERVICES IS HIGHLY COMPETITIVE AND WE
MAY NOT BE ABLE TO EFFECTIVELY COMPETE.

Our vessels are employed in a highly competitive market. Our competitors
include the owners of other Aframax and Suezmax tankers and, to a lesser degree,
owners of other size tankers. Both groups include independent oil tanker
companies as well as oil companies. We do not control a sufficiently large share
of the market to influence the market price charged for crude oil transportation
services.

Our market share may decrease in the future. We may not be able to
compete profitably as we expand our business into new geographic regions or
provide new services. New markets may require different skills, knowledge or
strategies than we use in our current markets, and the competitors in those new
markets may have greater financial strength and capital resources than we do.

FLUCTUATIONS IN THE MARKET VALUE OF OUR FLEET MAY IMPAIR OUR ABILITY TO OBTAIN
ADDITIONAL FUNDING.

The market value of tankers fluctuates depending upon general economic
and market conditions affecting the tanker industry, the number of vessels in
the world fleet, the price of newbuildings, types and sizes of vessels and the
cost of other modes of transportation. The market value of our fleet may decline
as a result of a downswing in the historically cyclical shipping industry.
Declining vessel values could affect our ability to raise cash and thereby
adversely impact our liquidity. In addition, declining vessel values could
result in a breach of loan covenants, which could give rise to events of default
under our financing agreements.

REGULATIONS AFFECTING THE TANKER INDUSTRY MAY LIMIT OUR ABILITY TO DO BUSINESS
AND MAY INCREASE OUR COSTS.

Our operations are affected by extensive and changing environmental
protection laws and other regulations. Complying with these laws has been
expensive historically and has periodically required

13

ship modifications and changes in operating procedures across the industry,
additional maintenance and inspection requirements, contingency arrangements for
potential spills and insurance coverage. The U.S. Oil Pollution Act of 1990
provides for the phase-in of the exclusive use of double-hull tankers at U.S.
ports. To comply with the act tanker owners must meet maintenance and inspection
requirements, develop contingency arrangements for potential spills and maintain
financial responsibility requirements for vessels operating in the United
States' 200-mile exclusive economic zone. While we believe that we currently
comply with all regulations, we cannot assure you that we will always be able to
do so in the future.

Under the U.S. Oil Pollution Act of 1990, owners, operators and bareboat
charterers are strictly liable for the discharge of oil within the 200-mile
exclusive economic zone around the United States. The act limits this strict
liability to the greater of $1,200 per gross ton or $10 million. However, it
also allows unlimited liability in some circumstances and specifically permits
individual states to impose their own penalties for oil pollution within their
boundaries. Most states bordering on a navigable waterway have enacted
legislation providing for potentially unlimited liability for the discharge of
pollutants within their waters.

We believe that the Atlantic basin, including certain ports in the United
States, is currently one of the most environmentally sensitive shipping markets
in the world, and the companies which operate there must meet more stringent
environmental regulations than companies operating elsewhere. If we fail to meet
those requirements, our operations in the region could be restricted and our
results could be materially and adversely affected.

In 1992, the International Maritime Organization, or IMO, the United
Nations' agency for maritime safety, followed the example set by the U.S. Oil
Pollution Act of 1990 and adopted regulations for tanker design and inspection.
The IMO's regulations aim to reduce the likelihood of oil pollution in
international waters and are being phased in on a schedule based upon vessel
age. In April 2001, the IMO set forth a proposal to revise these regulations
which is expected to become effective September 2002. The revised regulations
provide for a more aggressive phase-out of single-hull oil tankers as well as
increased inspection and verification requirements. The revised regulations
provide for the phase-out of most single-hull oil tankers by 2015 or earlier,
depending on the age of the vessel and whether the vessel complies with
requirements for protectively located segregated ballast tanks. Segregated
ballast tanks use ballast water that is completely separate from the cargo oil
and oil fuel system. Segregated ballast tanks are currently required by the IMO
on crude oil tankers constructed after 1983. The changes, which will likely
increase the number of tankers that are scrapped beginning in 2004, are intended
to reduce the likelihood of oil pollution in international waters.

In addition, the European Union and countries elsewhere are considering
stricter technical and operational requirements for tankers and legislation that
would affect the liability of tanker owners and operators for oil pollution and
limit their ability to use vessels other than double-hull vessels. The European
Union adopted a legislative resolution confirming an accelerated phase-out
schedule for single hull tankers in line with the new IMO schedule. In addition,
the European Union is presently considering the establishment of a fund for the
compensation of oil pollution damage occurring in European waters. Italy has
already announced a ban of single-hull crude oil tankers and carriers of oil
products over 5,000 dwt from most Italian ports. Additional laws and regulations
may be adopted which could limit our ability to do business or increase our
costs. The results of these or potential future environmental regulations could
have a material adverse effect on our operations.

14

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, bad weather, mechanical failures,
human error, war, terrorism, piracy and other circumstances or events. In
addition, transporting crude oil creates a risk of business interruptions due to
political circumstances in foreign countries, hostilities, labor strikes and
boycotts. Any of these events may result in loss of revenues and increased
costs.

We carry insurance to protect against most of the accident-related risks
involved in the conduct of our business. We currently maintain $1 billion in
coverage for each of our vessels for liability for spillage or leakage of oil or
pollution. We also carry insurance covering lost revenue resulting from vessel
off-hire for all but two of our time-chartered vessels. Nonetheless, risks may
arise against which we are not adequately insured. For example, a catastrophic
spill could exceed our insurance coverage and have a material adverse effect on
our operations. In addition, we may not be able to procure adequate insurance
coverage at commercially reasonable rates in the future and we can not guarantee
that any particular claim will be paid. In the past, new and stricter
environmental regulations have led to higher costs for insurance covering
environmental damage or pollution, and new regulations could lead to similar
increases or even make this type of insurance unavailable. Furthermore, even if
insurance coverage is adequate to cover our losses, we may not be able to timely
obtain a replacement ship in the event of a loss. We may also be subject to
calls, or premiums, in amounts based not only on our own claim records but also
the claim records of all other members of the protection and indemnity
associations through which we receive insurance coverage for tort liability. Our
payment of these calls could result in significant expenses to us which could
reduce our profits or cause losses.

OUR OPERATING RESULTS MAY FLUCTUATE SEASONALLY.

We operate our tankers in markets that have historically exhibited
seasonal variations in tanker demand and, as a result, in charter rates. Tanker
markets are typically stronger in the fall and winter months (the fourth and
first quarters of the calendar 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. While
this seasonality has not materially affected our operating results since 1997,
it could materially affect our operating results in the future.

WE MAY NOT BE ABLE TO GROW OR TO EFFECTIVELY MANAGE OUR GROWTH.

A principal focus of our strategy is to continue to grow by expanding our
business in the Atlantic basin, the primary geographic area and market where we
operate. Our future growth will depend upon a number of factors, some of which
we can control and some of which we cannot. These factors include our ability
to:

- identify businesses engaged in managing, operating or owning vessels
for acquisitions or joint ventures;

- identify vessels for acquisitions;

- consummate acquisitions or joint ventures;

- 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;

15

- identify new markets outside of the Atlantic basin;

- improve our operating and financial systems and controls; and

- obtain required financing for our existing and new operations.

OUR LOAN AGREEMENTS CONTAIN RESTRICTIVE COVENANTS WHICH MAY LIMIT OUR LIQUIDITY
AND CORPORATE ACTIVITIES.

Our vessels are subject to mortgages. These financing agreements impose
operating and financial restrictions, including restrictions which limit our
ability to:

- incur additional indebtedness;

- create liens on our assets;

- sell the capital stock of our subsidiaries or other assets;

- make investments;

- engage in mergers and acquisitions;

- make capital expenditures or pay dividends;

- change the management of our vessels or terminate or materially amend
the management agreement relating to each vessel;

- sell our vessels; and

- change control of our company.

Accordingly, to engage in various corporate activities we will need the
permission of our lenders, whose interests are different from and may be adverse
to those of our shareholders. We cannot assure you that we will be able to
obtain our lenders' permission if and when we need it. Our failure to obtain
permission will keep us from effecting corporate transactions and may prevent us
from expanding or properly managing our company.

IF WE DEFAULT UNDER ANY OF OUR LOAN AGREEMENTS, WE COULD FORFEIT OUR RIGHTS IN
OUR VESSELS AND THEIR CHARTERS.

We have pledged all of our vessels and related collateral as security to
the lenders under our loan agreements. Default under any of these loan
agreements, if not waived or modified, would permit the lenders to foreclose on
the mortgages over the vessels and the related collateral, and we could lose our
rights in the vessels and their charters.

When final payments are due under our loan agreements, we must repay
any borrowings outstanding. To the extent that our cash flows are insufficient
to repay any of these borrowings, we will need to refinance some or all of our
loan agreements or replace them with an alternate credit arrangement. We may not
be able to refinance or replace our loan agreements at the time they become due.
In addition, the terms of any refinancing or alternate credit arrangement may
restrict our financial and operating flexibility.

16

As of December 31, 2000, we were in default under our previous loan
facility agreements for breaching several covenants. The lenders waived their
right to take action with respect to these defaults. The breaches which were
waived are set forth below:

- we did not meet all of our working capital and cash balance
requirements; and

- some of our limited partnerships made intercompany loans, all of which
were subsequently repaid in full.

These previous loan facility agreements were refinanced concurrently with
our initial public offering and replaced with our current loan facility
agreements.

As of December 31, 2001, we were not in default under either of our
credit facilities.

IF WE LOSE ANY OF OUR CUSTOMERS OR A SIGNIFICANT PORTION OF OUR REVENUES, OUR
OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED.

We derive, and believe that we will continue to derive, a significant
portion of our voyage revenues from a limited number of customers. During the
year ended December 31, 2001, Skaugen PetroTrans, Inc., Sun International Ltd.
and Phillips Petroleum Company accounted for 12.6%, 6.6% and 6.5% respectively,
of our voyage revenues. During 2000, The Coastal Corporation, an international
oil company acquired in January 2001 by El Paso Energy Corporation, and OMI
Corporation, another tanker owner, accounted for 14.7% and 11.3%, respectively
of our voyage revenues (revenues from OMI Corporation resulted primarily from
the time charters of two of our vessels which we terminated, effective during
the fourth quarter of 2000). If we lose a significant customer, or if a
significant customer decreases the amount of business it transacts with us, our
revenues could be materially adversely affected.

WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE OR MANAGE OUR RECENTLY FORMED
TECHNICAL MANAGEMENT SUBSIDIARY.

We depend on United Overseas Tankers Ltd. to manage the technical
operations, such as the staffing and maintenance of many of our vessels. In
connection with our recapitalization, we acquired United Overseas Tankers Ltd.,
a Liberian corporation that was formed and commenced operations in 2000. Since
its formation, United Overseas Tankers Ltd. has been engaged in the business of
managing the technical operations of many of our vessels and has not provided
this service to any other customers. United Overseas Tankers Ltd. may encounter
risks, uncertainties, expenses and difficulties frequently encountered by
companies with limited operating histories. Because we did not operate the
business of United Overseas Tankers Ltd. prior to our acquisition of that
company in June 2001, we may have difficulty successfully integrating and
managing its operations.

AS OUR FLEET AGES, 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 December 31, 2001, the average age, based on
deadweight tons, of our 29-vessel fleet was 11.6 years. Due to improvements in
engine technology, older vessels are typically less fuel-efficient than more
recently constructed vessels. Cargo insurance rates increase with the age of a
vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to
the age of vessels may require expenditures for alterations, or the addition of
new equipment to our vessels and may restrict the type of activities in which
the vessels may engage. For instance, under the International Maritime

17

Organization's regulations, oil tankers over 25 years old must be double-hulled,
have a mid-deck design or be hydrostatically balanced. We cannot assure you
that, as our vessels age, market conditions will justify any required
expenditures or enable us to operate our vessels profitably during the remainder
of their useful lives. In addition, new regulations proposed by the
International Maritime Organization that are expected to take effect in 2002
will require us to phase-out our single-hull tankers by 2015 or earlier,
depending on the age of the tanker.

OUR INABILITY TO TRADE WITH OUR SINGLE-HULL VESSELS IN U.S. WATERS UNDER THE
U.S. OIL POLLUTION ACT BEGINNING IN 2004 COULD ADVERSELY AFFECT OUR OPERATIONS
AND MARKET POSITION.

Under the U.S. Oil Pollution Act of 1990, all oil tankers that do not
have double hulls will be phased out by 2015 and will not be permitted to come
to U.S. ports or trade in U.S. waters. Our 29-vessel fleet consists of nine
single-hull vessels, six double-sided vessels and 14 double-hull vessels. Three
of our single-hull vessels and two of our double-hull vessels do not currently
serve U.S. ports and are not currently subject to the U.S. Oil Pollution Act of
1990. The remaining six single-hull vessels and the four double-sided vessels
may be redeployed to other markets, sold or scrapped when they can no longer
serve U.S. ports under the act. The U.S. Coast Guard annually inspects vessels
that trade in U.S. waters and determines which vessels will be phased out under
the act. These dates are recorded in tank vessel examination letters provided to
the tanker owner. On the dates set forth below, the following tankers will be
prohibited, based upon their respective ages, from trading in U.S. waters,
except that they may trade in U.S. waters until 2015 if their operations are
limited to discharging at the Louisiana Offshore Oil Port or off-loading by
lightering within authorized lightering zones more than 60 miles off-shore.
Lightering is the process by which vessels at sea off-load their cargo to
smaller vessels for ultimate delivery to the discharge port.

* The date of prohibition can be extended using hydrostatic balanced
loading. The extended dates of prohibition would be: STAVANGER PRINCE
June 1, 2009, KENTUCKY January 1, 2010, WEST VIRGINIA January 1, 2010,
GENMAR BOSS January 1, 2015, GENMAR SUN January 1, 2015.

As our vessels reach their phase-out dates, we may need to spend
significant funds to reconfigure, retrofit or redeploy them or to sell them and
purchase alternative vessels. We cannot assure you that these expenditures will
be economically justified or that we will have or be able to obtain sufficient
funds to make these repairs or purchases. If we scrap or sell vessels without
replacement, our cash flow and our market position could be negatively affected.

18

AMENDMENTS TO THE INTERNATIONAL MARITIME ORGANIZATION'S REGULATIONS, WHICH ARE
EXPECTED TO TAKE EFFECT IN SEPTEMBER 2002, COULD FORCE US TO PHASE-OUT OR
RETROFIT OUR SINGLE-HULL VESSELS SOONER THAN EXPECTED, WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.

Under IMO regulations that are expected to take effect in 2002, all of
our single-hull vessels would be phased-out by 2015 unless they were fitted with
a second hull. The amendments to the International Convention for the Prevention
of Marine Pollution from Ships 1973, as amended, include a time-table for the
phase-out of single-hull tankers that accelerates the phase-out schedule
previously set by the IMO in 1992. Of the nine single-hull vessels in our fleet,
one would be phased out by 2006 and two would be phased out by 2007. The
remaining six vessels would be phased out by 2015, unless we retrofit them to
comply with the new IMO standards. Although the IMO's member countries have not
yet ratified the amendments, the amendments are expected to be approved. If it
is not economically feasible to retrofit our tankers to comply with these new
regulations, the accelerated phase-out of our single-hull tankers may negatively
impact our operations and cash flow.

OUR REVENUES MAY BE ADVERSELY AFFECTED IF WE DO NOT SUCCESSFULLY EMPLOY OUR
VESSELS.

We seek to deploy our vessels between spot charters and time charters in
a manner that optimizes our revenues. A spot charter is generally a contract to
carry a specific cargo from a load port to a discharge port for a fixed dollar
amount. A time charter is generally a contract to charter a vessel for a fixed
period of time at a set daily rate. As of March 1, 2002, four of our vessels
were contractually committed to time charters, with the remaining terms of these
charters expiring on dates between September 2002 and August 2003. Although
these time charters provide reliable revenues, they also limit the portion of
our fleet available for spot voyages during an upswing in the tanker industry
cycle, when spot voyages might be more profitable.

We earned approximately 72.2% of our net voyage revenue from spot
charters for the year ended December 31, 2001. The spot charter market is highly
competitive, and spot charter rates may fluctuate dramatically based on tanker
and oil supply and demand and other factors. We cannot assure you that future
spot charters will be available at rates that will allow us to operate our
vessels profitably.

WE 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 expenses are not covered by our insurance.
Large repair expenses could decrease our profits and reduce our liquidity.

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 a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a maritime
lienholder may enforce its lien by "arresting" or "attaching" a vessel through
foreclosure proceedings. The arrest or attachment of one or more 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 vessel which is subject to the
claimant's maritime lien and any "associated" vessel, which is any vessel owned
or controlled by the same owner. In countries with "sister ship" liability laws,
claims might be asserted against us, any of our subsidiaries or our vessels for
liabilities of other vessels that we own.

19

OUR VESSELS MAY BE REQUISITIONED BY GOVERNMENTS WITHOUT ADEQUATE COMPENSATION.

A government could requisition for title or seize our vessels. Under
requisition for title, a government takes control of a vessel and becomes its
owner. Also, a government could requisition our vessels for hire. Under
requisition for hire, 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 the event of a requisition, the amount and timing of payment
would be uncertain.

WE DEPEND ON OUR KEY PERSONNEL AND MAY HAVE DIFFICULTY ATTRACTING AND RETAINING
SKILLED EMPLOYEES.

The loss of the services of any of our key personnel or our inability to
successfully attract and retain qualified personnel, including ships' officers,
in the future could have a material adverse effect on our business, financial
condition and operating results. Our future success depends particularly on the
continued service of Peter C. Georgiopoulos, our Chairman and Chief Executive
Officer.

PORTIONS OF OUR INCOME MAY BE SUBJECT TO U.S. TAX.

If we qualify for an exemption pursuant to Section 883 of the U.S.
Internal Revenue Code of 1986, then we will not be subject to federal income tax
in the United States on our shipping income. In general, shipping income for
this purpose is income derived by us or our wholly owned subsidiaries from the
operation or leasing of our vessels and from the performance of services
directly related thereto. We will satisfy the requirements under Section 883 if,
inter alia, our stock is treated as primarily and regularly traded on an
established securities market in the U.S. or in a country that provides an
equivalent exemption from tax. Under proposed regulations, we likely would not
satisfy this publicly traded requirement in any taxable year in which 50% or
more of our stock is held at any time during that taxable year by persons who
own (or are deemed to own under applicable rules) 5% or more of our stock ("5%
owners"). We believe that in 2001 we satisfied the publicly traded requirement,
and thus qualified for the Section 883 exemption. However, we may not qualify
for the Section 883 exemption in 2002 or in the future if one or more persons
becomes a 5% owner or if a current 5% owner increases its stock ownership, and,
as a result, the 5% owners hold in the aggregate 50% or more of our stock. We
believe that, as of March 1, 2002, 5% owners held in the aggregate approximately
48% of our stock. Our plan of recapitalization calls for various share
adjustments, which may result in changes to this number. The proposed
regulations are not yet in effect and the final regulations, when adopted, could
differ from the proposed regulations.

If we do not qualify for the Section 883 exemption, we likely would be
subject to U.S. tax equal to 2% of our gross shipping income attributable to
transportation beginning or ending in the United States. In 2001, the vast
majority our revenues were attributable to transportation beginning or ending in
the United States. If we had been subject to this gross income tax during 2001,
such tax would have been as much as approximately $4.3 million. In lieu of the
tax on gross shipping income, if we do not qualify for the Section 883 exemption
we may be subject to U.S. tax on a net income basis with respect to that portion
of our shipping income, if any, that is effectively connected to the conduct of
a trade or business in the United States. In addition, we may be subject to U.S.
tax on a net income basis with respect to that portion of our income, if any,
that does not qualify as shipping income and that is effectively connected to
the conduct of a trade or business in the United States.

If we are a controlled foreign corporation, which would be the case if
more than 50% of our stock is owned (or deemed to be owned) by U.S. persons who
own (or are deemed to own) 10% or more of our voting stock ("U.S. 10% owners"),
then we would qualify for the Section 883 exemption (even though we would not
satisfy the publicly traded requirement). However, our U.S. 10% owners in that
event will be

20

required to include in income each year their pro-rata share of our shipping
income and any other income that is "Subpart F income," as defined. We do not
believe that we are a controlled foreign corporation. In addition, special
rules, including either treating a portion of distributions or disposition
proceeds as ordinary income with an interest charge, or alternatively electing
to mark to market our shares or to include a pro-rata share of our income on a
current basis, would apply to U.S. shareholders if we were classified as a
passive foreign investment company. Current income inclusions by certain of our
U.S. shareholders would also be required if we were a foreign personal holding
company. We do not believe that those regimes apply to us. Holders should
consult their tax advisors.

INCREASES IN TONNAGE TAXES ON OUR VESSELS WOULD INCREASE THE COSTS OF OUR
OPERATIONS.

Our vessels are currently registered under the following flags: Liberia,
Malta, the Republic of the Marshall Islands and Norwegian International Ship
Registry. These jurisdictions impose taxes based on the tonnage capacity of each
of the vessels registered under their flag. The tonnage taxes imposed by these
countries could increase, which would cause the costs of our operations would
increase.

OUR INCORPORATION UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS MAY
LIMIT THE ABILITY OF OUR SHAREHOLDERS TO PROTECT THEIR INTERESTS.

Our corporate affairs are governed by our Articles of Incorporation and
Bylaws and by the Marshall Islands Business Corporations Act. The provisions of
the Marshall Islands Business Corporations Act resemble provisions of the
corporation laws of a number of states in the United States. However, there have
been few judicial cases in the Republic of the Marshall Islands interpreting the
Marshall Islands Business Corporations Act. For example, the rights and
fiduciary responsibilities of directors under the laws of the Republic of the
Marshall Islands are not as clearly established as the rights and fiduciary
responsibilities of directors under statutes or judicial precedent in existence
in certain U.S. jurisdictions. Although the Marshall Islands Business
Corporations Act does specifically incorporate the non-statutory law, or
judicial case law, of the State of Delaware and other states with substantially
similar legislative provisions, our public shareholders may have more difficulty
in protecting their interests in the face of actions by management, directors or
controlling shareholders than would shareholders of a corporation incorporated
in a U.S. jurisdiction.

IT MAY NOT BE POSSIBLE FOR OUR INVESTORS TO ENFORCE U.S. JUDGMENTS AGAINST US.

We are incorporated in the Republic of the Marshall Islands and most of
our subsidiaries are organized in the Cayman Islands and the Marshall Islands.
Substantially all of our assets and those of our subsidiaries are located
outside the United States. As a result, it may be difficult or impossible for
U.S. investors to serve process within the United States upon us or to enforce
judgment upon us for civil liabilities in U.S. courts. In addition, you should
not assume that courts in the countries in which we or our subsidiaries are
incorporated or where our or the assets of our subsidiaries are located (i)
would enforce judgments of 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 (ii) would enforce, in original actions,
liabilities against us or our subsidiaries based upon these laws.

A SUCCESSFUL CLAIM THAT OUR RECAPITALIZATION TRANSACTION REQUIRED REGISTRATION
UNDER THE SECURITIES ACT OF 1933 COULD RESULT IN A CLAIMANT'S RESCISSION OF ITS
EXCHANGE OF ASSETS OR SECURITIES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR RESULTS OF OPERATIONS.

We formed our company by exchanging our common stock for equity
securities and assets of shipowners and management companies through a
recapitalization transaction. The negotiations with respect to these
transactions continued and the execution of agreements for these transactions
occurred

21

after the filing of the registration statement for our initial public offering.
Also, after that filing, we agreed to acquire two additional vessels in our
recapitalization for common stock. The staff of the Securities and Exchange
Commission raised questions as to the availability of the private placement
exemption for these transactions on three occasions during the review of our
Registration Statement. We believe that the recapitalization transaction
qualified as a private placement under the Securities Act of 1933. However, one
or more of the participants exchanging securities or assets in the
recapitalization transaction may assert that the recapitalization transaction
should be integrated with our initial public offering, and thus require
registration under Section 5 of the Securities Act of 1933. If any of these
participants were successful in bringing this type of action against us, it
could obtain remedies which could include rescission of its exchange of assets
or securities. Thus, successful participants could obtain return of the
interests in vessels they contributed to our company. The aggregate net asset
value of all of the vessels for which we issued shares of our common stock
(based on their appraised value at December 31, 2001, minus indebtedness, plus
net working capital) was approximately $478.7 million. If successful
participants no longer held the shares of common stock issued to them, the
participants could obtain damages equal to the difference between the value of
the interests in the vessels contributed by them in exchange for the shares of
common stock issued to them, with interest, reduced by the amount received when
the participant sold the shares, with interest and reduced by any income
received by the participants on the shares of common stock sold. If a claim of
this type were successful, it could be material to our assets and operating
results. We have obtained from each participant a waiver of the right to bring
an action of this type and agreement to contribute any benefit obtained from an
action of this type to us. However, this waiver and agreement may not be
enforceable as contrary to public policy. We understand that it is the view of
the staff of the Securities and Exchange Commission that this waiver and
agreement are not enforceable. Our management has not classified any of our
outstanding shares outside of permanent shareholders' equity (as temporary
equity) because it has concluded that a successful assertion of a claim of
rescission is remote. This conclusion was based upon management's assessment of
the issues discussed above and facts and circumstances of the recapitalization,
including the nature and characteristics of persons receiving shares of our
common stock in the recapitalization transaction, their awareness of these
issues and their agreement to enter into the waiver and contribution agreements
described above (taking into account the views of the staff of the Securities
and Exchange Commission as to enforceability).

ANTI-TAKEOVER PROVISIONS IN OUR FINANCING AGREEMENTS AND OUR ORGANIZATIONAL
DOCUMENTS COULD HAVE THE EFFECT OF DISCOURAGING, DELAYING OR PREVENTING A MERGER
OR ACQUISITION, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON
STOCK.

Several of our existing financing agreements impose restrictions on
changes of control of our company and our ship-owning subsidiaries. These
include requirements that we obtain the lenders' consent prior to any change of
control and that we make an offer to redeem certain indebtedness before a change
of control can take place.

Several provisions of our amended and restated articles of incorporation
and our bylaws could discourage, delay or prevent a merger or acquisition that
shareholders may consider favorable. These provisions include:

- authorizing our board of directors to issue "blank check" preferred
stock without shareholder approval;

- providing for a classified board of directors with staggered,
three-year terms;

22

- prohibiting us from engaging in a "business combination" with an
"interested shareholder" for a period of three years after the date of
the transaction in which the person became an interested shareholder
unless certain provisions are met;

- prohibiting cumulative voting in the election of directors;

- authorizing the removal of directors only for cause and only upon the
affirmative vote of the holders of at least 80% of the outstanding
shares of our common stock entitled to vote for the directors;

- prohibiting shareholder action by written consent unless the written
consent is signed by all shareholders entitled to vote on the action;

- limiting the persons who may call special meetings of shareholders;
and

- establishing advance notice requirements for nominations for election
to our board of directors or for proposing matters that can be acted
on by shareholders at shareholder meetings.

OUR COMMON STOCK PRICE MAY BE HIGHLY VOLATILE AND AN INVESTMENT IN OUR COMMON
STOCK COULD DECLINE IN VALUE.

The market price of our common stock may fluctuate significantly in
response to many factors, many of which are beyond our control. Investors in our
common stock may not be able to resell their shares at or above their purchase
price due to those factors, which include the risks and uncertainties set forth
in this report. In the past, following periods of volatility in the market price
of a particular company's securities, securities class action litigation has
often been brought against the company. We may become involved in this type of
litigation in the future. Litigation of this type could be extremely expensive
and divert management's attention and resources from running our company.

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
also make it more difficult or impossible for us to sell equity securities in
the future at a time and price that we deem appropriate to raise funds through
future offerings of common stock. We have entered into registration rights
agreements with the securityholders who received shares in our recapitalization
transactions that entitle them to have an aggregate of 29,000,000 shares
registered for sale in the public market. In addition, those shares may become
eligible for sale in the public market beginning on June 12, 2002, pursuant to
Rule 144 under the Securities Act. We also intend to register on Form S-8 an
aggregate of 2,900,000 shares issuable upon exercise of options we have granted
to purchase common stock or reserved for issuance under our equity compensation
plans.

ITEM 2. PROPERTIES

We lease two properties, both of which house offices used in the
administration of our operations: a property of approximately 11,000 square feet
in New York, New York and a property of approximately 7,400 square feet in
Piraeus, Greece. We do not own or lease any production facilities, plants, mines
or similar real properties.

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ITEM 3. LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

Except as set forth below, we are not aware of any material pending legal
proceedings, other than ordinary routine litigation incidental to our business,
to which we or our subsidiaries is a party or of which our property is the
subject. 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. Those claims, even if lacking merit, could result in
the expenditure by us of significant financial and managerial resources.

We time chartered one of our vessels, the GENMAR HARRIET, to an affiliate
of OMI Corporation in September 1997, for a period of four years plus or minus
30 days. Under the charter, we had the right to cancel the balance of the
charter at any time after its second anniversary date upon 90 days written
notice with a payment of $1.0 million to the charterer, which payment has been
made by us. On October 2, 2000, we gave notice to the charterer that this option
was being exercised. Subsequently, it was calculated that redelivery was to take
place on February 2, 2001. In January 2001, the charterer indicated that it was
not possible to complete a laden voyage by such date. The charterer asserted
that the vessel would not have to be redelivered until February 24, 2001, which
would permit it time to conduct an additional voyage. The charterer demanded
arbitration and, under protest, redelivered the vessel to us on January 14,
2001. The charterer has alleged that it is entitled to damages in the amount of
approximately $1.9 million, exclusive of interest and costs, as a result of its
inability to commence and complete another voyage. Our position is that pursuant
to the terms of the charter and the existing law, the charterer was not entitled
to commence another voyage if the vessel could not reasonably be redelivered
prior to the redelivery date. We believe that the charterer's anticipatory
breach of the charter has damaged us. The parties agreed to arbitration in the
State of New York and nominated a sole arbitrator. The parties have exchanged
correspondence expressing differing views of the law and the facts of the matter
and have made various settlement offers. At a hearing held before the arbitrator
on October 3, 2001, the charterer presented witnesses and other evidence in
support of its claim. A second hearing was held on November 20, 2001, at which
we presented witnesses in support of our claim. Both sides have notified the
arbitrator that they do not intend to call any more witnesses, and the parties
are awaiting a schedule for the submission of briefs to the arbitrator.

On March 14, 2001, the GENMAR HECTOR experienced severe weather while
unloading at the BP Amoco Co. terminal in Texas City, Texas. As a result of
heavy winds, the vessel became separated from the terminal. The terminal's
loading arms were damaged and there was a discharge of approximately 200 to 300
barrels of oil. The U.S. Coast Guard has determined that this oil originated
from the terminal and that BP Amoco is the responsible party for the discharge
under the Oil Pollution Act of 1990, although BP Amoco retains a right of
contribution against the vessel. On March 16, 2001, BP Amoco Corporation, BP
Amoco Oil Co. and Amoco Oil Company filed a lawsuit in the United States
District Court for the Southern District of Texas, Galveston Division, against
the GENMAR HECTOR IN REM, seeking damages in the amount of $1.5 million. The
protection and indemnity association for this vessel, which provides insurance
coverage for such incidents, issued a letter to BP Amoco Co., et al.
guaranteeing the payment of up to $1.5 million for any damages for which this
vessel may be found liable in order to prevent the arrest of the vessel. On July
31, 2001, the plaintiffs filed a an amended complaint which added as defendants
United Overseas Tankers Ltd., (a subsidiary of General Maritime) and General
Maritime. On or about August 3, 2001, Valero Refining Company-Texas and Valero
Marketing & Supply Co., co-lessors with BP Amoco of the BP Amoco terminal and
the voyage charterer of the vessel, intervened in the above-referenced lawsuit,
asserting claims against the vessel, Genmar Hector Ltd., United Overseas
Tankers, General Maritime and BP Amoco in the aggregate amount of approximately
$3.2 million. On or about September 28, 2001, BP Amoco filed a second amended
complaint, increasing the aggregate amount of

24

its claims against the defendants, including General Maritime, from $1.5 million
to approximately $3.2 million. BP Amoco asserted that such increase is due to
subsequent demurrage claims made against BP Amoco by other vessels whose voyages
were delayed or otherwise affected by the incident. We believe that the claims
asserted by BP Amoco are generally the same as those asserted by Valero Refining
Company-Texas and Valero Marketing & Supply Co. and that, as a result, the
aggregate amount of such claims taken together will be approximately $3.2
million. A counterclaim has been filed on behalf of the Defendants against the
BP Amoco and Valero plaintiffs in the approximate amount of $25,000.
On October 30, 2001, these two civil actions were consolidated and on December
26, 2001, a complaint for damages in an unspecified amount due to personal
injuries from the inhalation of oil fumes was filed by certain individuals
against the vessel, BP Amoco, United Overseas Tankers, and General Maritime
Corporation. These personal injury plaintiffs filed an amended complaint on
January 24, 2002, adding another individual as a plaintiff and asserting a claim
against United Overseas Tankers and General Maritime Corporation for punitive
damages. We believe that the claim for punitive damages is without merit. With
the possible exception of the claim for punitive damages, all of the claims
asserted against us appear to be covered by insurance. Accordingly, we believe
that this incident will have no material effect on the value of the GENMAR
HECTOR or on its results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2001.

25

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION, HOLDERS AND DIVIDENDS

The common stock of General Maritime Corporation has traded on the New
York Stock Exchange under the symbol "GMR" since General Maritime's initial
public offering on June 12, 2001. The following table sets forth for the periods
indicated the high and low prices for the common stock as of the close of
trading as reported on the New York Stock Exchange:

As of February 19, 2002, there were approximately 964 holders of our
common stock.

We have never declared or paid any cash dividends on our capital stock.
General Maritime currently intends to retain all available earnings for use in
its business and does not anticipate paying any cash dividends in the
foreseeable future. Certain financing agreements of General Maritime and its
subsidiaries contain limitations or prohibitions on the payment of dividends
without the lender's consent or in conjunction with a subsidiary's failure to
comply with various financial covenants.

USE OF PROCEEDS

Pursuant to a Registration Statement on Form S-1 (Registration
No. 333-49814) that was declared effective by the Securities and Exchange
Commission on June 12, 2001, 8,000,000 shares of our common stock, par value
$0.01 per share, which were sold in connection with our initial public
offering, were registered under the Securities Act of 1933, as amended. We
provided information regarding the proceeds of our offering under Item 2(b)
of Part II of our Quarterly Reports on Form 10-Q for the periods ended June
31, 2001 and September 30, 2001. During the three months ended December 31,
2001, we used the remaining $1.8 million of net proceeds from that offering
for general corporate purposes.

26

ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below are selected historical consolidated and other data of
General Maritime Corporation at the dates and for the fiscal years shown.

1) Since our inception on February 1, 1997
2) Long term debt is inclusive of current portion of long term debt for the
relevant period. In 1999, it excludes a $15 million note payable to one of
our shareholders, which was cancelled and contributed to our capital in
June 2000.
3) Adjusted EBITDA represents net voyage revenues less direct vessel expenses
and general and administrative expenses excluding other expenses. Adjusted
EBITDA is included because it is used by certain investors to measure a
company's financial performance. Adjusted EBITDA is not an item recognized
by GAAP, and should not be considered as an alternative to net income or
any other indicator of a company's performance required by GAAP. The
definition of Adjusted EBITDA used here may not be comparable to that used
by other companies.
4) Weighted average number of vessels is the average number of vessels that
constituted our fleet for that year, as measured by the sum of the number
of days each vessel was part of our fleet divided by the number of calendar
days in that year.
5) Voyage days are the total days our vessels were in our possession, net of
off-hire days associated with major repairs, drydockings or special
surveys.
6) Reflects an extra day in 2000, which was a leap year.
7) Calendar days are the total days our vessels were in our possession,
including off-hire days associated with major repairs, drydockings or
special surveys.
8) Fleet utilization is the percentage of time that the vessels in our
possession were available for revenue generating voyages and is determined
by dividing voyage days by calendar days.
9) Time charter equivalent, or TCE, is a measure of the average daily revenue
performance of a vessel on a per voyage basis. Our method of calculating
time charter equivalent is consistent with industry standards and is
determined by dividing net voyage revenue by voyage days for the time
period. Net voyage revenues are voyage revenues minus voyage expenses.
Voyage expenses primarily consist of

28

commissions and port, canal and fuel costs that are unique to a particular
voyage, which otherwise by paid by a charterer under a time charter.
10) Total vessel operating expenses are our total expenses associated with
operating our vessels. We determine total vessel operating expenses by
dividing the sum of direct vessel expenses and general and administrative
expenses by calendar days.
11) Basic earnings / (loss) per share are computed by dividing net income /
(loss) by the weighted average number of shares of common share outstanding
during the year. Diluted income / (loss) per share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised. There were no dilutive securities outstanding during
the years presented.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

This report contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward looking statements are based on management's current expectations and
observations. Included among the factors that, in our view, could cause actual
results to differ materially from the forward looking statements contained in
this report are the following: changes in demand or material decline in rates in
the tanker market; changes in production of or demand for oil and petroleum
products, generally or in particular regions; greater than anticipated levels of
tanker newbuilding orders or lower than anticipated rates of tanker scrapping;
changes in rules and regulations applicable to the tanker industry, including,
without limitation, legislation adopted by international organizations such as
the International Maritime Organization and the European Union or by individual
countries; actions taken by regulatory authorities; changes in trading patterns
significantly impacting overall tanker tonnage requirements; changes in the
typical seasonal variations in tanker charter rates; changes in the cost of
other modes of oil transportation; changes in oil transportation technology;
increases in costs including without limitation: crew wages, insurance,
provisions, repairs and maintenance: changes in general domestic and
international political conditions; changes in the condition of our vessels or
applicable maintenance or regulatory standards (which may affect, among other
things, our anticipated drydocking or maintenance and repair costs); and other
factors listed from time to time in our filings with the Securities and Exchange
Commission. For a description of some of these factors, see the discussion under
the heading "Item 1 - BUSINESS - ADDITIONAL FACTORS THAT MAY AFFECT FUTURE
RESULTS."

Because the limited partnerships through which we were operated prior to
June 12, 2001 were generally treated as flow through entities for U.S. income
tax purposes during the period prior to our recapitalization, our income was
passed through to the partners of the limited partnerships. In addition, we
believe that we qualify for an exemption pursuant to Section 883 of the U.S.
Internal Revenue Code of 1986 and, as a result, will not be subject to federal
income tax in the United States on our shipping income. We also believe that we
will not be subject to the U.S. federal tax equal to 2% of our gross shipping
income from transportation beginning or ending in the United States.
Accordingly, liability for U.S. income tax is not reflected in our financial
statements or in the discussion below, and we have not included a pro forma
discussion showing the effects of any projected U.S. income taxes. For further
information, see the discussion under the heading "Item 1 - BUSINESS -
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS - PORTIONS OF OUR INCOME..."
in this report.

The following is a discussion of our financial condition and results of
operations for the years ended December 31, 2001 and 2000, and for the years
ended December 31, 2000 and 1999. You should consider the foregoing when
reviewing the consolidated financial statements and this discussion. You

29

should read this section together with the consolidated financial statements
including the notes to those financial statements for the years mentioned above.

For discussion and analysis purposes only, we evaluate performance using
net voyage revenues. Net voyage revenues are voyage revenues minus voyage
expenses. Voyage expenses primarily consist of commissions, port, canal and fuel
costs that are unique to a particular voyage, which would otherwise be paid by a
charterer under a time charter. We believe that presenting voyage revenues, net
of voyage expenses, neutralizes the variability created by unique costs
associated with particular voyages or the deployment of vessels on time charter
or on the spot market and presents a more accurate representation of the
revenues generated by our vessels.

We actively manage the deployment of our fleet between spot charters,
which generally last from several days to several weeks, and time charters,
which can last up to several years. A spot charter is generally a contract to
carry a specific cargo from a load port to a discharge port for an agreed upon
total amount. Under spot charters, we pay voyage expenses such as port, canal
and fuel costs. A time charter is generally a contract to charter a vessel for a
fixed period of time at a set daily rate. Under time charters, the charterer
pays voyage expenses such as port, canal and fuel costs. We primarily operate in
the Atlantic basin, which includes ports in the Caribbean, South and Central
America, the United States, Western Africa and the North Sea. We also currently
operate four vessels in the Black Sea which we believe will enable us to take
advantage of opportunities in that market.

We strive to optimize the performance of our fleet through the deployment
of our vessels in both time charters and in the spot market. Vessels operating
on time charters provide more predictable cash flows, but can yield lower profit
margins than vessels operating in the spot market during periods characterized
by favorable market conditions. Vessels operating in the spot market generate
revenues that are less predictable but may enable us to capture increased profit
margins during periods of improvement in tanker rates.

In the past we have also deployed our vessels on bareboat contracts
whereby we lease vessels for a set period of time and the charterer bears all
operating expenses including crew and drydocking costs. Although revenues and
net voyage revenues are lower under this type of contract, operating income is
generally equivalent to operating income generated from time charters during
comparable periods.

Our voyage revenues and voyage expenses are recognized ratably over the
duration of the voyages and the lives of the charters, while direct vessel
expenses are recognized when incurred. We recognize the revenues of time
charters that contain rate escalation schedules at the average rate during the
life of the contract. Time charter equivalent, or "TCE," rates are calculated by
dividing net voyage revenue by the aggregate number of vessel operating days
that we owned each vessel. We also generate demurrage revenue, which represents
fees charged to charterers associated with our spot voyages when the charterer
exceeds the agreed upon time required to load or discharge a cargo. Corporate
income and expenses, which include general and administrative and net interest
expense, are allocated to vessels on a pro rata basis based on the number of
months that a vessel was owned. Daily direct vessel operating expenses and daily
general and administrative expenses are calculated by dividing the total
expenses by the aggregate number of calendar days that we owned each vessel for
the period.

We depreciate our vessels on a straight-line basis over their estimated
useful lives determined to be 25 years from the date of their initial delivery
from the shipyard. Depreciation is based on cost less the estimated residual
scrap value of $125 per lightweight ton. We capitalize the total costs
associated with a drydock and amortize these costs on a straight-line basis over
the period between drydockings. Our expenditures for major maintenance and
repairs are capitalized if the work extends the operating life of the vessel or
materially improves the vessel's performance, otherwise costs are expensed as
incurred.

30

Total expenses associated with replaced parts are capitalized, less the
depreciated value of the old part being replaced, and are depreciated on a
straight line basis over the shorter of the remaining life of the new part or
vessel.

We acquired 29 of our vessels as well as our two management company
subsidiaries in a series of recapitalization transactions described above in
the heading "Item 1 - BUSINESS - BUSINESS STRATEGY." Some of the
recapitalization transactions included transactions with entities in which
Peter C. Georgiopoulos, our Chairman and Chief Executive Officer, had an
interest.

RESULTS OF OPERATIONS

Margin analysis for the indicated items as a percentage of net voyage
revenues for year ended December 31, 2001 and 2000, and the year ended
December 31, 2000 and 1999 is set forth in the table below.

INCOME STATEMENT MARGIN ANALYSIS
(% OF NET VOYAGE REVENUES)

(1) Net voyage revenues are voyage revenues minus voyage expenses. Voyage
expenses primarily consist of commissions, port, canal and fuel costs that
are unique to a particular voyage, which would otherwise be paid by a
charterer under a time charter. The following table sets for the voyage
revenues and voyage expenses for the periods listed.

(2) Adjusted EBITDA represents net voyage revenues less direct vessel expenses
and general and administrative expenses excluding other income or expenses.
Adjusted EBITDA is included because it is used by certain investors to
measure a company's financial performance. Adjusted EBITDA is not an item
recognized by GAAP, and should not be considered as an alternative to net
income or any

31

other indicator of our performance required by GAAP. The definition of
Adjusted EBITDA used here may not be comparable to that used by other
companies.

"Same Fleet" data consists of financial and operational data only from
those vessels that were part of our fleet for both complete periods under
comparison. Management believes that this presentation facilitates a more
accurate analysis of operational and financial performance of vessels after they
have been completely integrated into the our operations. Same Fleet data is
provided for comparison of the years ended December 31, 2001 and 2000, and the
years ended December 31, 2001 and 2000. The vessels which comprise the Same
Fleet for periods not directly compared are not necessarily the same. As a
result, comparison of Same Fleet data provided for periods which are not
directly compared in the table below will not yield meaningful results.

SAME FLEET ANALYSIS

32

YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE YEAR ENDED DECEMBER 31, 2000

VOYAGE REVENUES -- Voyage revenues increased by $85.1 million, or 64.5%, to
$217.1 million for the year ended December 31, 2001 compared to $132.0 million
for the year ended December 31, 2000. This increase is due to the increase in
the number of vessels in our fleet during 2001 compared to 2000. The average
size of our fleet increased 66.8% to 21.0 tankers during 2001 compared to 12.6
tankers during 2000.

VOYAGE EXPENSES -- Voyage expenses increased $28.1 million, or 117 %, to $52.1
million for the year ended December 31, 2001 compared to $24.0 million for the
year ended December 31, 2000. This increase is primarily due to the increase in
the number of vessels in our fleet as well as the mix of deployment of our
vessels operating on time charter contracts or in the spot market. The increase
in our voyage expenses is primarily the result of the increase in revenues
generated on the spot market and the number of days that our vessels operated in
the spot market for the year ended December 31, 2001 compared to the year ended
December 31, 2000. Under spot voyages, we are responsible for voyage expenses
which are otherwise borne by the charterer under a time charter contract.

NET VOYAGE REVENUES -- Net voyage revenues, which are voyage revenues minus
voyage expenses, increased by $57.0 million, or 52.8%, to $165.0 million for the
year ended December 31, 2001 compared to $108.0 million for the year ended
December 31, 2000. This increase is due to the overall growth of our fleet. The
average size of our fleet increased 66.8% to 21.0 tankers during 2001 compared
to 12.6 tankers during 2000, while our average TCE rates declined 7.3% to
$22,380 during 2001 compared to $24,143 during 2000. Our average TCE rates
declined in the fourth quarter of 2001 as compared to the third quarter, and we
continued to experience downward pressure on our average TCE rates during
January and February 2002. The total increase in our net voyage revenues of
$57.0 million resulted from an increase of $7.7 million in our Same Fleet
revenues, an increase of $9.0 million from the full year of operations of three
vessels acquire during 2000 and are not considered Same Fleet, and $40.3 million
from vessels that we acquired during 2001. During 2000 we acquired the GENMAR
ZOE in May, the GENMAR MACEDON in June and the GENMAR SPARTIATE in July. During
2001 we acquired the GENMAR ALEXANDRA, GENMAR HECTOR, GENMAR PERICLES, WEST
VIRGINIA, KENTUCKY and GENMAR SPIRIT in June, the STAVANGER PRINCE, GENMAR
NESTOR, GENMAR STAR, GENMAR TRUST, GENMAR CHAMPION and GENMAR LEONIDAS in
July, and the GENMAR TRADER, GENMAR ENDURANCE and GENMAR CHALLENGER in August.
Our fleet consisted of 29 vessels (24 Aframax, five Suezmax) for the year ended
December 31, 2001 compared to 14 vessels (nine Aframax, five Suezmax) for the
year ended December 31, 2000. The average size of our fleet increased 66.8% to
21.0 vessels (16.0 Aframax, 5.0 Suezmax) for the year ended December 31, 2001
compared to 12.6 vessels (9.0 Aframax, 3.6 Suezmax) for the year ended December
31, 2000.

ON AN OVERALL FLEET BASIS:

- Average daily time charter equivalent rate per vessel decreased by
$1,763, or 7.3%, to $22,380 for the year ended December 31, 2001
($21,053 Aframax, $26,905 Suezmax) compared to $24,143 for the year
ended December 31, 2000 ($22,294 Aframax, $28,975 Suezmax).

- $45.8 million, or 27.8%, of net voyage revenue was generated by time
charter contracts ($43.4 million Aframax, $2.4 Suezmax) and $119.2
million, or 72.2%, was generated in the spot market ($76.6 million
Aframax, $42.6 million Suezmax) for the year ended December 31, 2001,
compared to $39.8 million, or 36.9%, of our net voyage revenue generated
by time charter contracts ($25.3 million Aframax, $14.5 million
Suezmax), and $68.2 million, or 63.1%,

33

generated in the spot market ($46.9 million Aframax, $21.3 million
Suezmax) for the year ended December 31, 2000.

- Vessels operated an aggregate of 1,991 days, or 27.0 %, on time charter
contracts (1,894 days Aframax, 97 days Suezmax) and 5,383 days, or
73.0%, in the spot market (3,808 days Aframax, 1,575 days Suezmax) for
the year ended December 31, 2001, compared to 2,174 days, or 48.6%, on
time charter contracts (1,533 days Aframax, 641 days Suezmax) and 2,300
days, or 51.4%, in the spot market (1,703 days Aframax, 597 days
Suezmax) for the year ended December 31, 2000.

- Average daily time charter rates were $23,025 for the year ended
December 31, 2001 ($22,932 Aframax, $24,851 Suezmax) compared to average
daily time charter rates of $18,302 for the year ended December 31, 2000
($16,477 Aframax, $22,665 Suezmax). This increase is due to the
expiration of some of our time charter contracts and the introduction of
new contracts that reflect the time charter rates prevalent at that
time.

- Average daily spot rates were $22,141 for the year ended
December 31, 2001 ($20,118 Aframax, $27,032 Suezmax), compared to
average daily spot rates of $29,665 for the year ended December 31, 2000
($27,531 Aframax, $35,751 Suezmax).

The following table summarizes the portion of our fleet that was on time
charter as of March 1, 2002:

* "Same Fleet" vessel
(1) Includes commissions of 1.25%.
(2) Termination date is plus or minus 15 days.
(3) The charter provides for a floating rate based on weekly spot
market related rates.
(4) The charter provides for a floating rate based on weekly spot
market related rates which can be no less than $16,000 per day
and no more than $22,000 per day.
(5) Termination date is plus or minus 30 days.

Since September 30, 2001, the time charter contracts of three of our
vessels have expired and those vessels are now operating on the spot market. The
time charter contracts for the STAVANGER PRINCE, GENMAR COMMANDER and GENMAR SUN
expired on January 7, February 5, and February 25, 2002, respectively, and those
vessels are currently operating on the spot market. We continually evaluate the
time charter market for available contracts and are seeking attractive
opportunities to place additional vessels on time charter contracts. To date,
current available contracts have not in our judgment provided favorable
opportunities.

Of our net voyage revenues for the year ended December 31, 2001 of $165.0
million, $95.6 million was attributable to our Same Fleet. Same Fleet for the
year ended December 31, 2001 and 2000 consisted of 11 vessels (nine Aframax, two
Suezmax). Same Fleet net voyage revenues increased by $7.7

34

million, or 8.7%, to $95.6 million for the year ended December 31, 2001 compared
to $87.9 million for the year ended December 31, 2000. This increase is
attributable to changes in our average spot and time charter tanker rates for
the year ended December 31, 2001 compared to those for the year ended
December 31, 2000 and changes in the deployment of our fleet.

ON A SAME FLEET BASIS:

- Average daily time charter equivalent rate per vessel increased by
$2,256, or 10.1%, to $24,690 for the year ended December 31, 2001
($24,788 Aframax, $24,214 Suezmax) compared to $22,434 for the year
ended December 31, 2000 ($22,294 Aframax, $23,095 Suezmax).

- $40.8 million, or 42.7%, of net voyage revenue was generated by time
charter contracts ($38.4 million Aframax, $2.4 Suezmax) and $54.8
million, or 57.3%, was generated in the spot market ($41.3 million
Aframax, $13.5 million Suezmax) for the year ended December 31, 2001,
compared to approximately $39.8 million, or 45.3 %, of our net voyage
revenue generated by time charter contracts ($25.3 million Aframax,
$14.5 million Suezmax), and $48.1 million, or 54.7%, generated in the
spot market ($46.9 million Aframax, $1.2 million Suezmax) for the year
ended December 31, 2000.

- Vessels operated an aggregate of 1,677 days, or 43.3%, on time charter
contracts (1,580 days Aframax, 97 days Suezmax) and 2,194 days or 56.7%,
in the spot market (1,634 days Aframax, 560 days Suezmax) for the year
ended December 31, 2001, compared to 2,174 days, or 55.5%, on time
charter contracts (1,553 days Aframax, 641 days Suezmax) and 1,744 days,
or 44.5%, in the spot market (1,703 days Aframax, 41 days Suezmax) for
the year ended December 31, 2000.

- Average daily time charter rates were $24,311 for the year ended
December 31, 2001 ($24,278 Aframax, $24,851 Suezmax) compared to average
daily time charter rates of $18,302 for the year ended December 31, 2000
($16,477 Aframax, $22,665 Suezmax). This increase is due to the
expiration of some or our time charter contracts and the introduction of
new contracts that reflect the time charter rates prevalent at that
time.

- Average daily spot rates were $24,980 for the year ended
December 31, 2001 ($25,281 Aframax, $24,103 Suezmax), compared to
average daily spot rates of $27,585 for the year ended December 31, 2000
($27,531 Aframax, $29,824 Suezmax.

DIRECT VESSEL EXPENSES -- Direct vessel expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs increased by $18.2 million, or 76.2% to $42.1 million for the year ended
December 31, 2001 compared to $23.9 million for the year ended December 31,
2000. This increase is primarily due to the growth of our fleet. On a daily
basis, direct vessel expenses per vessel increased by $312, or 6.0 % to $5,499
for the year ended December 31, 2001 ($5,171 Aframax, $6,547 Suezmax) compared
to $5,187 for the year ended December 31, 2000 ($4,989 Aframax, $5,688 Suezmax)
primarily as the result of an increase in maintenance and repairs of newly
acquired vessels. Same Fleet direct vessel expenses increased $2.2 million, or
10.6%, to approximately $23.0 million for the year ended December 31, 2001
compared to $20.8 million the year ended December 31, 2000. This increase is
primarily the result of higher crew costs and expenses associated with
restocking the provisions and stores of these vessels upon assuming of technical
management of them from an unrelated third party management company, as well as
a supplemental insurance call associated with our protection and indemnity
insurance club. On a daily basis, Same Fleet direct vessel expenses per vessel
increased $564, or 10.9 % to $5,739 ($5,525 Aframax, $6,702 Suezmax) compared to
$5,175 ($4,989 Aframax, $6,011 Suezmax) for the year ended December 31, 2001
compared to the year ended December 31, 2000. Our direct vessel expenses depend
on a variety of factors, many of which are

35

beyond our control and affect the entire shipping industry. We anticipate that
daily direct vessel operating expenses will increase during 2002 primarily due
to increases in insurance costs and enhanced security measures implemented after
September 11, 2001 as well as increases in maintenance and repairs. See below
under the heading "LIQUIDITY AND CAPITAL RESOURCES."

GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by $4.8 million, or 100 %, to $9.6 million for the year ended
December 31, 2001 compared to $4.8 million for the year ended December 31, 2000.
This increase is primarily due to an increase in payroll expenses including the
increase in the number of personnel in connection with the growth of our fleet
for year ended December 31, 2001 compared to the year ended December 31, 2000.
Daily general and administrative expenses increased $204 or 19.6% to $1,246 for
the year ended December 31, 2001 compared to $1,042 for the year ended December
31, 2000, primarily as a result of an increase in payroll expenses including an
increase in the number of personnel in connection with the growth of our fleet
for year ended December 31, 2001 compared to the year ended December 31, 2000,
as well as the effect of building our infrastructure in preparation for future
growth of the fleet. General and administrative expenses are incurred prior to
the acquisition and subsequent to the sale of a vessel; therefore, during
periods of changes in the size of our fleet these daily expenses increase
relative to the number of days that a vessel is owned.

OTHER OPERATING EXPENSES - During the year ended December 31, 2000, we expensed
$5.3 million in contract termination fees and other related costs associated
with the termination of three of our time charter contracts relating to one
Aframax tanker and two Suezmax tankers. We replaced the Aframax time charter,
which was chartered through February 2002 at a rate of $18,750 per day, with a
new time charter, which is chartered through the same period at a rate of
$24,300 per day. The two Suezmax tankers were chartered through September 2001
and May 2002 at $22,250 and $24,200 per day, respectively. The termination of
these two time charters enabled us to operate these vessels in the spot market
upon their redelivery in January and March 2001. During the fourth quarter of
the year ended December 31, 2000, when this termination was effected, our
Suezmax vessels operating in the spot market generated an average rate of
approximately $42,500 per day. We had no such expense during the year ended
December 31, 2001.

DEPRECIATION AND AMORTIZATION -- Depreciation and amortization, which includes
depreciation of vessels as well as amortization of dry docking, special survey
costs and loan fees, increased by $18.0 million, or 72.6 %, to $42.8 million for
the year ended December 31, 2001 compared to $24.8 million for the year ended
December 31, 2000. This increase is primarily due to the growth of our fleet as
well as an additional amortization of approximately $0.7 million in drydocking
costs for the year ended December 31, 2001 compared to the year ended December
31, 2000.

NET INTEREST EXPENSE -- Net interest expense decreased by $2.7 million, or
14.3 %, to $16.3 million for the year ended December 31, 2001 compared to $19.0
million for the year ended December 31, 2000. This decrease is the result of the
lower interest rate environment as well as the refinancing of our previous loans
into our existing two credit facilities associated with our variable interest
rate debt. Our weighted average debt increased 22% to approximately $283 million
during 2001 compared to approximately $233 million during 2000.

OTHER EXPENSES - We incurred a non-recurring expense of $1.8 million relating to
the termination of interest rate swap agreements associated with certain prior
loans during the year ended December 31, 2001. No such expense occurred during
the year ended December 31, 2000.

EXTRAORDINARY EXPENSE - We incurred an extraordinary expense of $1.2 million
related to a write off of remaining capitalized loan costs associated with
existing loans, which were refinanced in

36

connection with our initial public offering during the year ended
December 31, 2001. No such expense occurred during the year ended December 31,
2000.

NET INCOME -- Net income was $51.2 million for the year ended December 31, 2001
compared to net income of $30.3 million for the year ended December 31, 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED DECEMBER 31, 1999

VOYAGE REVENUES -- Voyage revenues increased by $60.5 million, or 84.7%, to
$132.0 million for the year ended December 31, 2000 compared to $71.5 million
for the year ended December 31, 1999. This increase is primarily due to the
increase in the number of vessels in our fleet as well as changes in the annual
average time charter and spot market tanker rates that we generated during 2000
compared to 1999.

VOYAGE EXPENSES -- Voyage expenses increased $7.3 million, or 43.7%, to $24.0
million for the year ended December 31, 2000 compared to $16.7 million for the
year ended December 31, 1999. This increase is primarily due to the increase in
the number of vessels in our fleet as well as the mix of deployment of our
vessels operating on time charter contracts or in the spot market.

NET VOYAGE REVENUES -- Net voyage revenues, which are voyage revenues minus
voyage expenses, increased by $53.3 million, or 97.3%, to $108.0 million for the
year ended December 31, 2000 compared to $54.7 million for the year ended
December 31, 1999. This increase is primarily due to changes in tanker rates and
the overall growth of our fleet. The total increase in our net voyage revenues
of $53.3 million resulted from an increase of $24.0 million in our Same Fleet
revenues, an increase of $9.2 million from the full year of operations of one
vessel acquired during 1999 and is not considered Same Fleet, and $20.1 million
from vessels that we acquire during 2000. We acquired the GENMAR GABRIEL in
September 1999. During 2000, we acquired the GENMAR ZOE in May, the GENMAR
MACEDON in June and the GENMAR SPARTIATE in July. Our fleet consisted of 14
vessels (nine Aframax, five Suezmax) for the year ended December 31, 2000
compared to 11 vessels (nine Aframax, two Suezmax) for the year ended
December 31, 1999. The average size of our fleet increased 22.4% to 12.6 vessels
(9.0 Aframax, 3.6 Suezmax) for the year ended December 31, 2000 compared to 10.3
vessels (8.3 Aframax, 2.0 Suezmax) for the year ended December 31, 1999.

ON AN OVERALL FLEET BASIS:

- Average daily time charter equivalent rate per vessel increased by
$8,952, or 58.9%, to $24,143 for the year ended December 31, 2000
($22,294 Aframax, $28,975 Suezmax) compared to $15,191 for the year
ended December 31, 1999 ($13,596 Aframax, $21,783 Suezmax).

- $39.8 million, or 36.9%, of net voyage revenue was generated by time
charter contracts ($25.3 million Aframax, $14.5 Suezmax) and $68.2
million, or 63.1%, was generated in the spot market ($46.9 million
Aframax, $21.3 million Suezmax) for the year ended December 31, 2000,
compared to $33.0 million, or 60.4%, of net voyage revenue generated by
time charter contracts ($17.7 million Aframax, $15.3 million Suezmax),
and $21.7 million, or 39.6%, generated in the spot market ($21.7 million
Aframax, $0.0 million Suezmax) for the year ended December 31, 1999.

- Vessels operated an aggregate of 2,174 days, or 48.6%, on time charter
contracts (1,533 days Aframax, 641 days Suezmax) and 2,300 days or
51.4%, in the spot market (1,703 days Aframax, 597 days Suezmax) for the
year ended December 31, 2000, compared to 1,738 days, or 48.2%, on

37

time charter contracts (1,036 days Aframax, 702 Suezmax) and 1,865 days,
or 51.8%, in the spot market (1,865 days Aframax, 0 days Suezmax) for
the year ended December 31, 1999.

- Average daily time charter rates were $18,302 for the year ended
December 31, 2000 ($16,477 Aframax, $22,665 Suezmax) compared to average
daily time charter rates of $19,015 for the year ended December 31, 1999
($17,140 Aframax, $21,783 Suezmax). This increase is due to the
expiration of some time charter contracts and the introduction of new
contracts that reflect the time charter rates prevalent at that time.

- Average daily spot rates were $29,665 for the year ended
December 31, 2000 ($27,531 Aframax, $35,751 Suezmax), compared to
average daily spot rates of $11,628 for the year ended December 31, 1999
($11,628 Aframax, $0 Suezmax).

Of our net voyage revenues of $108.0 million, $78.0 million was
attributable to the Same Fleet. Our Same Fleet for the year ending
December 31, 2000 and 1999 consisted of ten vessels (eight Aframax vessels, two
Suezmax). Same Fleet net voyage revenues increased by $24.0 million, or 44.5%,
to $78.0 million for the year ended December 31, 2000 compared to $54.0 million
for the year ended December 31, 1999. This increase is attributable to increases
in our average spot and time charter tanker rates for the year ended December
31, 2000 compared to those for the year ended December 31, 1999.

ON A SAME FLEET BASIS:

- Average daily time charter equivalent rate per vessel increased by
$6,581, or 42.8%, to $21,961 for the year ended December 31, 2000
($21,692 Aframax, $23,095 Suezmax) compared to $15,380 for the year
ended December 31, 1999 ($13,780 Aframax, $21,783 Suezmax).

- $39.8 million, or 51.0%, of net voyage revenue was generated by time
charter contracts ($25.3 million Aframax, $14.5 Suezmax) and $38.2
million, or 49.0%, was generated in the spot market ($37.0 million
Aframax, $1.2 million Suezmax) for the year ended December 31, 2000,
compared to $33.0 million, or 61.2%, of net voyage revenue generated by
time charter contracts ($17.7 million Aframax, $15.3 million Suezmax),
and $21.0 million, or 38.8%, generated in the spot market ($21.0 million
Aframax, $0.0 million Suezmax) for the year ended December 31, 1999.

- Vessels operated an aggregate of 2,174 days, or 61.2%, on time charter
contracts (1,533 days Aframax, 641 days Suezmax) and 1,378 days or
38.8%, in the spot market (1,337 days Aframax, 41 days Suezmax) for the
year ended December 31, 2000, compared to 1,738 days, or 49.5%, on time
charter contracts (1,036 days Aframax, 702 days Suezmax) and 1,773 days,
or 50.5 %, in the spot market (1,773 days Aframax, 0 days Suezmax) for
the year ended December 31, 1999.

- Average daily time charter rates were $18,302 for the year ended
December 31, 2000 ($16,477 Aframax, $22,665 Suezmax) compared to average
daily time charter rates of $19,015 for the year ended December 31, 1999
($17,140 Aframax, $21,783 Suezmax). This increase is due to the
expiration of some of our time charter contracts and the introduction of
new contracts that reflect the time charter rates prevalent at that
time.

- Average daily spot rates were $27,734 for the year ended
December 31, 2000 ($27,670 Aframax, $29,824 Suezmax), compared to
average daily spot rates of $11,816 for the year ended December 31, 1999
($11,816 Aframax, $0 Suezmax).

DIRECT VESSEL EXPENSES -- Direct vessel expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs increased by $4.6 million, or 23.8%, to

38

$23.9 million for the year ended December 31, 2000 compared to $19.3 million for
the year ended December 31, 1999. This increase is primarily due to the growth
of our fleet. On a daily basis, direct vessel expenses per vessel per day
increased by $57, or 1.1% to $5,187 for the year ended December 31, 2000 ($4,989
Aframax, $5,688 Suezmax) compared to $5,130 for the year ended December 31, 1999
($5,015 Aframax, $5,606 Suezmax). Same Fleet direct vessel expenses increased
$0.5 million, or 2.6%, to $19.2 million for the year ended December 31, 2000
compared to $18.7 million the year ended December 31, 1999. On a daily basis
Same Fleet direct vessel expenses per vessel per day increased $118, or 2.3%, to
approximately $5,235 ($5,040 Aframax, $6,011 Suezmax) compared to $5,117 ($4,995
Aframax, $5,606 Suezmax) for the year ended December 31, 2000 compared to the
year ended December 31, 1999.

GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by $0.9 million, or 23.9%, to $4.8 million for the year ended
December 31, 2000 compared to $3.9 million for the year ended December 31, 1999.
This increase is primarily due to an increase in payroll expenses reflecting the
increase in the number of our personnel in connection with the growth of our
fleet for year ended December 31, 2000 compared to the year ended
December 31, 1999. Daily general and administrative expenses increased $12, or
1.2%, to $1,042 for the year ended December 31, 2000 compared to $1,030 for the
year ended December 31, 1999.

OTHER OPERATING EXPENSES - During the year ended December 31, 2000, we expensed
$5.3 million in contract termination fees and other related costs associated
with the termination of three of our time charter contracts relating to one
Aframax tanker and two Suezmax tankers. We replaced the Aframax time charter,
which was chartered through February 2002 at a rate of $18,750 per day, with a
new time charter, which is chartered through the same period at a rate of
$24,300 per day. The two Suezmax tankers were chartered through September 2001
and May 2002 at $22,250 and $24,200 per day, respectively. The termination of
these two time charters enabled us to operate these vessels in the spot market
upon their redelivery in January and March 2001. During the fourth quarter of
the year ended December 31, 2000, when this termination was effected, our
Suezmax vessels operating in the spot market generated an average rate of
approximately $42,500 per day. We had no such expense during the year ended
December 31, 1999.

DEPRECIATION AND AMORTIZATION -- Depreciation and amortization, which includes
depreciation of vessels as well as amortization of dry docking and special
survey costs and loan fees, increased by $5.0 million, or 25.2%, to $24.8
million for the year ended December 31, 2000 compared to $19.8 million for the
year ended December 31, 1999. This increase is primarily due to the growth of
our fleet as well as an additional amortization of approximately $1.3 million in
drydocking costs for the year ended December 31, 2000 compared to the year ended
December 31, 1999.

NET INTEREST EXPENSE -- Net interest expense increased by $2.5 million, or
15.0%, to $19.0 million for the year ended December 31, 2000 compared to $16.5
million for the year ended December 31, 1999. This increase is primarily the
result of additional debt associated with the acquisition of vessels.

NET INCOME -- Net income was $30.3 million for the year ended December 31, 2000
compared to a net loss of $4.7 million for the year ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

Since our formation, the principal sources of funds have been equity
financings, cash flows from operating activities and long-term borrowings. The
principal uses of funds have been capital expenditures to establish and grow our
fleet, maintain the quality of our vessels, comply with international shipping
standards and environmental laws and regulations, fund working capital
requirements and make principal

39

repayments on outstanding loan facilities. We expect to rely upon operating cash
flows as well as long-term borrowings, and equity offerings to implement our
growth plan. We believe that our cash flows from operating activities combined
with the reserve borrowing capacity associated with our two credit facilities
will be sufficient to meet our liquidity needs for the next year. On
June 12, 2001, we completed our initial public offering, which resulted in net
proceeds of $126.3 million. These proceeds were primarily used to partially
repay existing indebtedness of $70.1 million and to partially finance certain
vessel acquisitions of $47.5 million.

Our practice has been to acquire vessels using a combination of funds
received from equity investors and bank debt secured by mortgages on our
vessels, as well as shares of our common stock. From our inception in
February 1997 through December 31, 2000, our predecessor entities acquired 14
vessels for an aggregate amount of $452.1 million, which was financed by $327.6
million in bank debt with the balance financed through equity contributions.
Subsequent to our initial public offering, we acquired 15 vessels for cash and
shares of our common stock. Our business is capital intensive and its future
success will depend on our ability to maintain a high-quality fleet through the
acquisition of newer vessels and the selective sale of older vessels. These
acquisitions will be principally subject to management's expectation of future
market conditions as well as our ability to acquire vessels on favorable
terms. Significant acquisitions would require additional debt and or equity
financing by us.

Cash decreased to $17.2 million as of December 31, 2001 compared to $23.5
million as of December 31, 2000. Working capital is current assets minus current
liabilities, including the current portion of long-term debt. Working capital
deficit was $39.3 million as of December 31, 2001, compared to a working capital
deficit of $4.0 million as of December 31, 2000. The current portion of
long-term debt included in our current liabilities was $73.0 million as of
December 31, 2001 and $33.1 million as of December 31, 2000.

Adjusted EBITDA, as defined in NOTE 2 to the "Income Statement Margin
Analysis" table above increased by $33.9 million, or 42.7%, to $113.3 million
for the year ended December 31, 2001 from $79.4 million for the year ended
December 31, 2000, this increase is due to the growth of our fleet for the year
ended December 31, 2001 compared to the year ended December 31, 2000. On a daily
basis, Adjusted EBITDA per vessel decreased by $2,470, or 14.3%, to $14,788 for
the year ended December 31, 2001 from $17,258 for the year ended
December 31, 2000, as a result of the lower annual average TCE rates that our
vessels generated during 2001 compared to 2000. Same Fleet Adjusted EBITDA
increased by $4.8 million, or 7.6%, to $67.7 million for the year ended December
31, 2001 from $62.9 million for the year ended December 31, 2000. Same Fleet
daily Adjusted EBITDA increased to $16,863 from $15,631 for the same periods.

Adjusted EBITDA increased by $47.8 million, or 151%, to $79.4 million for
the year ended December 31, 2000 from $31.6 million for the year ended
December 31, 1999, this increase is primarily due to the growth of the fleet as
well as improvements in tanker rates for the year ended December 31, 2000
compared to the year ended December 31, 1999. On a daily basis, Adjusted EBITDA
per vessel increased by $8,845, or 105%, to $17,258 for the year ended December
31, 2000 from $8,413 for the year ended December 31, 1999. Same Fleet Adjusted
EBITDA increased by $23.6 million, or 74.4%, to $55.2 million for the year ended
December 31, 2000 from $31.6 million for the year ended December 31, 1999. Same
Fleet daily Adjusted EBITDA increased to $15,052 from $8,651 for the same
periods.

In June 2001, we closed on two credit facilities, the first on
June 15, 2001 and the second on June 27, 2001. A portion of each of the
facilities was used to refinance existing debt, pay transaction costs or acquire
vessels. We anticipate that a portion of the remaining available funds under the
two facilities will be used for future acquisitions and general corporate
purposes. Each loan facility is comprised of a term loan and a revolving loan.
The terms and conditions of the credit facilities require compliance with
certain

40

restrictive covenants based on aggregate values and financial data for the
vessels associated with each credit facility. Under the financial covenants of
each of the credit facilities, we are required to maintain certain ratios such
as: vessel market value to loans outstanding of 130%, minimum net worth, maximum
leverage, EBITDA to net interest expense and to maintain minimum levels of
working capital. Under the general covenants, subject to certain exceptions, we
and our subsidiaries are not permitted to pay dividends.

The first credit facility is a $300 million facility, comprised of a $200
million term loan and a $100 million revolving loan and is collateralized by 20
vessels. The second credit facility is a $165 million facility comprised of a
$115 million term loan and a $50 million revolving loan and is collateralized by
nine vessels. Both credit facilities have a five year maturity with the term
loans requiring quarterly principal repayments. The principal of each revolving
loan is payable upon maturity. Both the term loans and the revolving loans bear
interest at a rate of 1.5% over LIBOR payable on the outstanding principal
amount. We are required to pay an annual fee of 0.625% for the unused portion of
each of the revolving loans on a quarterly basis. The subsidiaries which own the
vessels that collateralize each credit facility (all of our vessels in the
aggregate) have guaranteed the loans made under the appropriate credit facility,
and we have pledged the shares of those subsidiaries. We use interest rate swaps
to manage the impact of interest rate changes on earnings and cash flows (see
Item 7A).

Our scheduled principal repayments for each of the term loans under our
First and Second credit facilities are as follows:

PRINCIPAL PAYMENTS (DOLLARS IN MILLIONS)

In addition to vessel acquisition, other major capital expenditures
include funding our maintenance program of regularly scheduled dry docking
necessary to preserve the quality of our vessels as well as to comply with
international shipping standards and environmental laws and regulations.
Although we have some flexibility regarding the timing of its dry docking, the
costs are relatively predictable. Management anticipates that vessels that are
younger than 15 years are to be dry docked every five years, while vessels 15
years or older are to be dry docked every 2.5 years. The estimated dry docking
costs for our 29-vessel fleet through 2006 are as follows.

41

The table below indicates the estimated dry docking schedule through
2006 for our 29-vessel fleet. Each drydocking is estimated to require
approximately 30 days. In addition to the incurrence of costs described above, a
drydocking results in off hire time for a vessel. Off hire time includes the
actual time the vessel is in the shipyard as well as ballast time to the
shipyard from the port of last discharge. The ability to meet this maintenance
schedule will depend on our ability to generate sufficient cash flows from
operations or to secure additional financing.

Net cash provided by operating activities increased 74.9% to $83.4
million for the year ended December 31, 2001, compared to $47.7 million for the
year ended December 31, 2000. This increase is primarily attributable to our
increase in net income, which includes an increase in depreciation and
amortization, a non-cash expense included in net income. We had net income of
$51.2 million and depreciation and amortization of $42.8 million for the year
ended December 31, 2001 compared to net income of $30.3 million and depreciation
and amortization of $24.8 million for the year ended December 31, 2000.

Net cash used in investing activities increased 205% to $261.8 million
for the year ended December 31, 2001 compared to $85.9 million for the year
ended December 31, 2000. This increase is primarily due to the use of cash for
the purchase of 10 vessels during the year ended December 31, 2001 compared to
the purchase of three vessels during the year ended December 31, 2000.

42

Net cash provided by financing activities increased 214% to $172.0
million for the year ended December 31, 2001 compared to $54.8 million provided
by financing activities for the year ended December 31, 2000. The increase in
cash provided by financing activity relates to the following:

- Net proceeds from borrowings under long-term debt were $386.1 million
for the year ended December 31, 2001, compared to $70.5 million during
the year ended December 31, 2000.

- Principal repayments of long-term debt were $334.1 million for the year
ended December 31, 2001 compared to $30.7 million for the year ended
December 31, 2000. This change is the result of refinancing our prior
loans as well as the repayment of loans associated with five vessels,
which we acquired.

- Proceeds from the issuance of common stock in our initial public
offering were $126.3 million during the year ended December 31, 2001,
compared to capital contributions from a shareholder of $15.5 million
during the year ended December 31, 2000.

Net cash provided by operating activities increased 281% to $47.7 million
for the year ended December 31, 2000, compared to $12.5 million for the year
ended December 31, 1999. This increase is primarily attributable to the increase
in net income. We had net income of $30.3 million for the year ended December
31, 2000 compared to a net loss of $4.7 million for the year ended
December 31, 1999.

Net cash used in investing activities increased to $85.9 million for the
year ended December 31, 2000 compared to $18.7 million for the year ended
December 31, 1999. This increase is primarily due to our $85.5 million
acquisition of three vessels for the year ended December 31, 2000 compared to
our $18.2 million acquisition of one vessel for the year ended
December 31, 1999.

Net cash provided by financing activities was $54.8 million for the year
ended December 31, 2000 compared to $6.6 million provided by financing
activities for the year ended December 31, 1999. The increase in cash provided
by financing activity relates to our capital expenditure during the year ended
December 31, 2000 compared to the year ended December 31, 1999. The changes in
the components of financing activities are as follows:

- Net proceeds from borrowings under long-term debt were $70.5 million for
the year ended December 31, 2000 compared to proceeds from a
shareholder's loan of $15.0 million for the year ended
December 31, 1999. The debt was incurred to partially finance the
acquisition of three vessels for the year ended December 31, 2000
compared to our acquisition of one vessel for the year ended December
31, 1999.

- Principal repayments of long-term debt were $30.7 million for the year
ended December 31, 2000 compared to $39.6 million for the year ended
December 31, 1999. This change is the result of the overall change in
the level of our long-term debt, the amount and timing of our principal
repayments associated with our long-term debt. In addition, we made
unscheduled repayments of long-term debt associated with a loan facility
covenant of $6.4 million for the year ended December 31, 2000 compared
to $23.6 million for the year ended December 31, 1999.

- Equity contributions from investors were $15.5 million for the year
ended December 31, 2000, compared to $31.0 million for the year ended
December 31, 1999. The equity contributions during 2000 were used for
the unscheduled repayment of long-term debt. The equity contributions
during 1999 were used to partially finance the acquisition of three
vessels.

43

Our operation of ocean-going vessels carries an inherent risk of
catastrophic marine disasters and property losses caused by adverse severe
weather conditions, mechanical failures, human error, war, terrorism and other
circumstances or events. In addition, the transportation of crude oil is subject
to business interruptions due to political circumstances, hostilities among
nations, labor strikes and boycotts. Our current insurance coverage includes (i)
protection and indemnity insurance coverage for tort liability, which is
provided by mutual protection and indemnity associations, (ii) hull and
machinery insurance for actual or constructive loss from collision, fire,
grounding and engine breakdown, (iii) war risk insurance for confiscation,
seizure, capture, vandalism, sabotage and other war-related risks and (iv) loss
of hire insurance for loss of revenue for up to 90 or 120 days resulting from
vessel off-hire for all of our vessels. In light of overall economic conditions
as well as recent international events and the related risks with respect to the
operation of ocean-going vessels and transportation of crude oil, we expect that
we will be required to pay higher premiums with respect to our insurance
coverage in 2002 and will be subject to increased supplemental calls with
respect to its protection and indemnity insurance coverage payable to protection
and indemnity associations in amounts based on our own claim records as well as
the claim records of the other members of the protection and indemnity
associations related to prior years of operations. We believe that the increase
in insurance premiums and supplemental calls is industry wide. To the extent
such costs cannot be passed along to the our customers, such costs will reduce
our operating income.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of those financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or
uncertainties, and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe
are our most critical accounting policies.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We do not provide any reserve for doubtful
accounts associated with our voyage revenues because we believe that our
customers are of high creditworthiness and there are no serious issues
concerning collectibility. We have had an excellent collection record during
the past three years ended December 31, 2001. To the extent that some voyage
revenues become uncollectable, the amounts of these revenues would be
expensed at that time. We do provide a reserve for our demurrage revenues
based upon our historical record of collecting these amounts. As of December
31, 2001, we provided a reserve of 5% (approximately $0.3 million at that
date) for these claims, which we believe is adequate in light of our
collection history. We review periodically the adequacy of this reserve so
that it properly reflects our collection history. To the extent that our
collection experience warrants a greater reserve we will incur an expense as
to increase of this amount in that period.

DEPRECIATION AND AMORTIZATION. We record the value of our vessels at their cost
(which includes acquisition costs directly attributable to the vessel and
expenditures made to prepare the vessel for its initial voyage) less accumulated
depreciation. We depreciate our vessels on a straight-line basis over their
estimated useful lives, estimated to be 25 years from date of initial delivery
from the shipyard. We

44

believe that a 25 year depreciable life is consistent with that of other
shipowners. Depreciation is based on cost less the estimated residual scrap
value. We estimate residual scrap value as the lightweight tonnage of each
vessel multiplied by scrap value pre ton, which we believe approximates the
historical average price of scrap steel. An increase in the useful life of
the vessel would have the effect of decreasing the annual depreciation charge
and extending it into later periods. A increase in the residual value would
decrease the amount of the annual depreciation charge. A decrease in the
useful life of the vessel would have the effect of increasing the annual
depreciation charge. A decrease in the residual value would increase the
amount of the annual depreciation charge.

REPLACEMENTS, RENEWALS AND BETTERMENTS. We capitalize and depreciate the costs
of significant replacements, renewals and betterments to our vessels over the
shorter of the vessel's remaining useful life or the life of the renewal or
betterment. The amount capitalized is based on our judgment as to expenditures
which extend a vessel's useful life or increase the operational efficiency of a
vessel. We believe that these criteria are consistent with GAAP and that our
policy of capitalization reflects the economics and market values of our
vessels. Costs which are not depreciated are written off as a component of
direct vessel operating expense during the period incurred. Expenditures for
routine maintenance and repairs are expensed as incurred. If the amount of the
expenditures we capitalize for replacements, renewals and betterments to our
vessels were reduced, we would recognize the amount of the difference as an
expense.

DEFERRED DRYDOCK COSTS. Our vessels are required to be drydocked for major
repairs and maintenance which cannot be performed while the vessels are
operating approximately every 30 to 60 months. We capitalize the costs
associated with the drydocks as they occur and amortize these costs on a
straight line basis over the period between drydocks. Costs capitalized as part
of the drydock include actual costs incurred at the drydock yard; cost of fuel
consumed between the vessel's last discharge port prior to the drydock and the
time the vessel leaves the drydock yard; cost of hiring riding crews to effect
repairs on a ship and parts used in making such repairs that are reasonably made
in anticipation of reducing the duration or cost of the drydock; cost of travel,
lodging and subsistence of our personnel sent to the drydock site to supervise;
and the cost of hiring a third party to oversee a drydock. We believe that these
criteria are consistent with GAAP guidelines and industry practice, and that our
policy of capitalization reflect the economics and market values of the vessels.

IMPAIRMENT OF LONG-LIVED ASSETS. We evaluate the carrying amounts and periods
over which long-lived assets are depreciated to determine if events have
occurred which would require modification to their carrying values or useful
lives. In evaluating useful lives and carrying values of long-lived assets, we
review certain indicators of potential impairment, such as undiscounted
projected operating cash flows, vessel sales and purchases, business plans and
overall market conditions. We determine undiscounted projected net operating
cash flows for each vessel and compare it to the vessel carrying value. In the
event that impairment occured, we would determine the fair value of the related
asset and we record a charge to operations calculated by comparing the asset's
carrying value to the estimated fair value. We estimate fair value primarily
through the use of third party valuations performed on an individual vessel
basis.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

INTEREST RATE RISK

We are exposed to various market risks, including changes in interest
rates. The exposure to interest rate risk relates primarily to our debt. At
December 31, 2001, we had $339.6 million of floating rate debt with a margin
over LIBOR of 1.5% compared to $241.8 million at December 31, 2000 of floating
rate debt with margins over LIBOR ranging from 1.125% to 3.0%. We use interest
rate swaps to manage the impact

45

of interest rate changes on earnings and cash flows. The differential to be paid
or received under these swap agreements is accrued as interest rates change and
is recognized as an adjustment to interest expense. As of December 31, 2000, we
were party to interest rate swap agreements having an aggregate notional amount
of $85.5 million, which effectively fixed LIBOR on a like amount of principal at
rates ranging from 6.2% to 7.0%. In June 2001, we terminated these existing
interest rate swap agreements in connection with our refinancing. We entered
into new interest rate swap agreements, which effectively fixed LIBOR on a
portion of our floating rate debt at 4.75% and 3.985% in August and October 2001
respectively. As of December 31, 2001, the outstanding notional principal amount
on these swap agreements was $139.3 million. If we terminate these swap
agreements prior to their maturity, we may be required to pay or receive an
amount upon termination based on the prevailing interest rate, time to maturity
and outstanding notional principal amount at the time of termination. As of
December 31, 2001 the fair value of these swaps was a net liability to us of
$1.1 million. A one percent increase in LIBOR would increase interest expense on
the portion of our $200.3 million outstanding floating rate indebtedness that is
not hedged by approximately $2.0 million per year from December 31, 2001.

FOREIGN EXCHANGE RATE RISK

The international tanker industry's functional currency is the U.S.
dollar. As virtually all of our revenues and most of our operating costs are in
U.S. dollars, we believe that our exposure to foreign exchange rate risk is
insignificant.

46

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GENERAL MARITIME CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

47

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
General Maritime Corporation
New York, NY 10019

We have audited the consolidated balance sheets of General Maritime Corporation
and its subsidiaries (the "Company") as of December 31, 2001 and December 31,
2000, and the related consolidated statements of operations, shareholders'
equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of General Maritime Corporation and
its subsidiaries at December 31, 2001 and December 31, 2000, and the results of
their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, NY
February 22, 2002

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
General Maritime Corporation

We have audited the accompanying consolidated statements of operations,
shareholders' equity, and cash flows for the year ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of General Maritime Corporation for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United
States.

/s/ Ernst & Young LLP

November 10, 2000,
except for the information set forth under
"Recapitalization Plan" included in Note 1,
as to which the date is June 12, 2001.

F-2

GENERAL MARITIME CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(Dollars in Thousands except per share data)

See notes to consolidated financial statements.

F-3

GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(Dollars in Thousands except per share data)

See notes to consolidated financial statements.

F-4

GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(Dollars in Thousands except per share data)

See notes to consolidated financial statements.

F-5

GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(Dollars in Thousands)

See notes to consolidated financial statements.

F-6

GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE
NOTED AND FOR PER SHARE DATA)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS. General Maritime Corporation (the "Company") is a
provider of international transportation services of seaborne crude oil. The
Company's fleet is comprised of both Aframax and Suezmax tankers. The Company
operates its business in one business segment, which is the transportation of
international seaborne crude oil.

The Company's vessels are primarily available for charter on a spot
voyage or time charter basis. Under a spot voyage charter, which generally lasts
between two to ten weeks, the operator of a vessel agrees to provide the vessel
for the transport of specific goods between specific ports in return for the
payment of an agreed upon freight per ton of cargo or, alternatively, for a
specified total amount. All operating and specified voyage costs are paid by the
owner.

A time charter involves placing a vessel at the charterer's disposal for
a set period of time during which the charterer may use the vessel in return for
the payment by the charterer of a specified daily or monthly hire rate. In time
charters, operating costs such as for crews, maintenance and insurance are
typically paid by the owner of the vessel and specified voyage costs such as
fuel and port charges are paid by the charterer.

RECAPITALIZATION PLAN. The Company's recapitalization was completed as to
14 vessels on June 12, 2001 and is described below. These 14 vessels were owned
directly or indirectly by various limited partnerships. The managing general
partners of the limited partnerships were various companies wholly owned by
Peter C. Georgiopoulos, Chairman and Chief Executive Officer of the Company. The
commercial operations for all of these vessels were conducted by the old General
Maritime Corporation, a Subchapter S Corporation also wholly owned by Mr.
Georgiopoulos.

As part of the Company's recapitalization, Mr. Georgiopoulos transferred the
equity interests in the old General Maritime Corporation to the Company along
with the general partnership interests in the vessel owning limited partnerships
in exchange for equity interests in the Company.

In addition, each vessel owner entered into an agreement with the Company with
respect to the recapitalization. Pursuant to these agreements, the vessel owners
delivered the entire equity interest in each vessel to the Company. In exchange,
the Company issued to each vessel owner shares of common stock of the Company.

Accordingly, the financial statements have been prepared as if the
recapitalization had occurred at February 1, 1997, representing the commencement
of operations of the old General Maritime Corporation. It is accounted for in a
manner similar to a pooling of interests as all of the equity interests
delivered in the recapitalization are under common control. The financial
information included herein does not necessarily reflect the consolidated
results of operations, financial position, changes in shareholders' equity and
cash flows of the Company as if the Company operated as a legal consolidated
entity for the years presented.

For the purposes of determining the number of shares outstanding with respect to
the accompanying financial statements, the Company used the initial public
offering price of $18.00 per share. Under the terms of the Recapitalization Plan
there are certain provisions, which may require a post-closing reallocation of
issued shares between the respective limited partners. This potential
post-closing reallocation is not expected to result in a material change to the
outstanding shares in any of the years presented.

F-7

BASIS OF PRESENTATION. The financial statements of the Company have been
prepared on the accrual basis of accounting. A summary of the major accounting
policies followed in the preparation of the accompanying financial statements,
which conform to accounting principles generally accepted in the United States
of America, is presented below.

BUSINESS GEOGRAPHICS. Non-U.S. operations accounted for 100% of revenues
and net income. Vessels regularly move between countries in international waters
over hundreds of trade routes. It is therefore impractical to assign revenues or
earnings from the transportation of international seaborne crude oil products by
geographical area.

SEGMENT REPORTING. The Company reports financial information and
evaluates its operations by charter revenues and not by the type of vessel,
length of ship employment for its customers or type of charter. The Company does
not have discrete financial information to evaluate the operating results for
each such type of charter. Although revenue can be identified for these types of
charters, management cannot and does not identify expenses, profitability or
other financial information for these charters. As a result, management,
including the chief operating decision makers, reviews operating results solely
by revenue per day and operating results of the fleet and thus the Company has
determined that it operates under one reportable segment.

PRINCIPLES OF CONSOLIDATION. The accompanying consolidated financial
statements include the accounts of General Maritime Corporation and its wholly
owned subsidiaries. All intercompany accounts and transactions have been
eliminated on consolidation.

REVENUE AND EXPENSE RECOGNITION. Revenue and expense recognition policies
for voyage and time charter agreements are as follows:

VOYAGE CHARTERS. Voyage revenues and voyage expenses are recognized
on a pro rata basis based on the relative transit time in each period.
Estimated losses on voyages are provided for in full at the time such
losses become evident. A voyage is deemed to commence upon the completion
of discharge of the vessel's previous cargo and is deemed to end upon the
completion of discharge of the current cargo. Voyage expenses primarily
include only those specific costs which are borne by the Company in
connection with voyage charters which would otherwise have been borne by
the charterer under time charter agreements. These expenses principally
consist of fuel and port charges. Demurrage income represents payments by
the charterer to the vessel owner when loading and discharging time
exceed the stipulated time in the voyage charter. Demurrage income is
measured in accordance with the provisions of the respective charter
agreements and the circumstances under which demurrage claims arise and
is recognized on a pro rata basis over the length of the voyage to which
it pertains. At December 31, 2001, the Company has a reserve of
approximately $300 against its due from charterers balance associated
with demurrage revenues.

TIME CHARTERS. Revenue from time charters are recognized on a
straight line basis as the average revenue over the term of the
respective time charter agreement. Direct vessel expenses are recognized
when incurred.

OTHER OPERATING EXPENSES. Other operating expenses is comprised entirely
of time charterer termination costs. During 2000 the Company incurred costs of
approximately $5,272 to terminate three time charter agreements which is
included on the statement of operations as a component of operating income. The
Company terminated these agreements in order to charter the respective vessels
on more profitable terms. No charter agreements were terminated during 2001 and
1999.

VESSELS, NET. Vessels, net is stated at cost less accumulated
depreciation. Included in vessel cost

F-8

are acquisition costs directly attributable to the vessel and expenditures made
to prepare the vessel for its initial voyage. 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. Depreciation is based on cost
less the estimated residual scrap value. The costs of significant replacements,
renewals and betterments are capitalized and depreciated over the shorter of the
vessel's remaining useful life or the life of the renewal or betterment.
Undepreciated cost of the any asset component is written off as a component of
direct vessel operating expense. Expenditures for routine maintenance and
repairs are expensed as incurred.

OTHER FIXED ASSETS, NET. Other fixed assets, net is stated at cost less
accumulated depreciation. Depreciation is computed using the straight-line
method over the following estimated useful lives:

RECOVERABILITY OF LONG-LIVED ASSETS. The Company evaluates the carrying
amounts and periods over which long-lived assets are depreciated to determine if
events have occurred which would require modification to the carrying values or
the useful lives. In evaluating useful lives and carrying values of long-lived
assets, the Company reviews certain indicators of potential impairment, such as
undiscounted projected cash flows, appraisals, business plans and overall market
conditions. In the event that an impairment occurs, the fair value of the
related asset would be determined and the Company would record a charge to
operations calculated by comparing the asset's carrying value to the estimated
fair value. The Company estimates fair value primarily through the use of third
party valuations performed on an individual vessel basis.

DEFERRED DRYDOCK COSTS, NET. Approximately every 30 to 60 months the
Company's vessels are required to be drydocked for major repairs and
maintenance, which cannot be performed while the vessels are operating. The
Company capitalizes costs associated with the drydocks as they occur and
amortizes these costs on a straight line basis over the period between drydocks.
Amortization of drydock costs is included in depreciation and amortization in
the statement of operations. For the years ended December 31, 2001, 2000 and
1999, amortization was $2,389, $1,651 and $376, respectively. Accumulated
amortization as of December 31, 2001 and 2000 were $4,215 and $2,076,
respectively.

DEFERRED FINANCING COSTS, NET. Deferred finance costs include fees,
commissions and legal expenses associated with securing loan facilities.
These costs amortized over the life of the related debt, which approximates
the interest method, which is included in depreciation and amortization.
Amortization was $890, $691 and $520 for the years ended December 31, 2001,
2000 and 1999, respectively. Accumulated amortization as of December 31, 2001
and 2000 were $608 and $1,506, respectively.

INCOME TAXES. The Company is incorporated in the Republic of the
Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the
Company is not subject to Marshall Islands income tax. Additionally, pursuant to
the U.S. Internal Revenue Code, the Company is exempt from U.S. income tax on
its income attributable to the operation of vessels in international commerce.
Therefore, no provision for income taxes is required.

The Company is a Marshall Islands corporation. Pursuant to various tax
treaties and pursuant to the U.S. Internal Revenue Code, the Company's shipping
operations are not subject to foreign or U.S. income taxes.

DEFERRED VOYAGE REVENUE. Deferred voyage revenue primarily relates to
cash received from

F-9

charterers prior to it being earned. These amounts are recognized as income in
the appropriate future periods.

COMPREHENSIVE INCOME. The Company follows Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income", which establishes
standards for reporting and displaying comprehensive income and its components
in financial statements. Comprehensive income is comprised of net income less
charges related to the adoption and implementation of SFAS No. 133.

ACCOUNTING ESTIMATES. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

EARNINGS PER SHARE. Basic earnings/(loss) per share are computed by
dividing net income/(loss) by the weighted average number of common shares
outstanding during the year. Diluted income/(loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised. There were no dilutive securities outstanding
during the years presented.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The estimated fair values of the
Company's financial instruments approximate their individual carrying amounts as
of December 31, 2001 and 2000 due to their short-term maturity or the
variable-rate nature of the respective borrowings.

DERIVATIVE FINANCIAL INSTRUMENTS. To manage its exposure to fluctuating
interest rates, the Company uses interest rate swap agreements. Interest rate
differentials to be paid or received under these agreements are accrued and
recognized as an adjustment of interest expense related to the designated debt.
The fair values of interest rate swap agreements and changes in fair value are
recognized in the financial statements as current assets or liabilities.

Amounts receivable or payable arising at the settlement of interest
rate swaps are deferred and amortized as an adjustment to interest expense over
the period of interest rate exposure provided the designated liability continues
to exist.

INTEREST RATE RISK MANAGEMENT. The Company is exposed to the impact of
interest rate changes. The Company's objective is to manage the impact of
interest rate changes on earnings and cash flows of its borrowings. The Company
uses interest rate swaps to manage net exposure to interest rate changes related
to its borrowings and to lower its overall borrowing costs. Significant interest
rate risk management instruments held by the Company during the year included
pay-fixed swaps. Pay-fixed swaps, which expire in June 2006, effectively convert
floating rate obligations to fixed rate instruments.

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially
subject the Company to concentrations of credit risk are trade receivables. With
respect to accounts receivable, the Company limits its credit risk by performing
ongoing credit evaluations and, when deemed necessary, requiring letters of
credit, guarantees or collateral. Management does not believe significant risk
exists in connection with the Company's concentrations of credit at December 31,
2001.

RECENT ACCOUNTING PRONOUNCEMENTS. Effective January 1, 2001, the Company
adopted Statement of Financial Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133"), and its
corresponding amendments under SFAS No. 138. SFAS

F-10

133 requires the Company to measure all derivatives, including certain
derivatives embedded in other contracts, at fair value and to recognize them in
the Consolidated Balance Sheet as an asset or liability, depending on the
Company's rights or obligations under the applicable derivative contract. For
derivatives designated as fair value hedges in the fair value of both the
derivative instrument and the hedged item are recorded in earnings. For
derivatives designated as cash flow hedges, the effective portions of changes in
fair value of the derivative are reported in the other comprehensive income
("OCI") and are subsequently reclassified into earnings when the hedged item
affects earnings. Changes in fair value of derivative instruments not designated
as hedging instruments and ineffective portions of hedges are recognized in
earnings in the current period. The adoption of SFAS 133 as of January 1, 2001
did not have a material impact on the Company's results of operations or
financial position. The Company recognized a charge to OCI of $662 as a result
of cumulative effect in accounting change in relation to the adoption of SFAS
No. 133. During June 2001, the Company terminated its interest rate swap
agreements, which resulted in the reversal of the entire OCI balance. Pursuant
to the termination of these interest rate swap agreements, the Company made an
aggregate cash payment of approximately $1,822 to counterparties. This amount is
included in the statement of operations as a component of other expense. In
August and October 2001, the Company entered into interest rate swap agreement
(see Note 7). During the year ended December 31, 2001, the Company recognized a
charge to OCI of $1,107. The total net liability in connection with the
Company's cash flow hedges as of December 31, 2001 was $1,107 and is presented
as a component of accounts payable and accrued expenses.

During July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires the use of the purchase method of accounting for
all business combinations initiated after June 30, 2001. Additionally, this
statement further clarifies the criteria for recognition of intangible assets
separately from goodwill for all business combinations completed after June 30,
2001, as well as requires additional disclosures for business combinations.

SFAS No. 142 requires that goodwill and certain intangible assets acquired after
June 30, 2001 no longer be subject to amortization over their estimated useful
lives. Beginning on January 1, 2002, amortization of all other goodwill and
certain intangible assets will no longer be permitted and the Company will be
required to assess these assets for impairment annually, or more frequently if
circumstances indicate a potential impairment. Furthermore, this statement
provides specific guidance for testing goodwill and certain intangible assets
for impairment. Transition-related impairment losses, if any, which result from
the initial assessment of goodwill and certain intangible assets would be
recognized by the Company as a cumulative effect of accounting change on January
1, 2002. The Company has not yet determined the impact, if any, that the
adoption of this statement will have on its results of operation or financial
position.

SFAS No. 143, "Accounting for Asset Retirement Obligations" was issued in June
2001. This statement addresses financial accounting and reporting for the
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
has not yet determined the impact, if any, that the adoption of this statement
will have on its results of operations or financial position.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
was issued in October 2001. SFAS No. 144 replaces SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS No. 144 requires that long-lived assets whose carrying amount is not
recoverable from its undiscounted cash flows be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. Therefore, discontinued operations
will no longer be measured at net realizable or include amounts for operating
losses that have not yet occurred.

F-11

SFAS No. 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and that will be eliminated from the ongoing operations of
the entity in a disposal transaction. The provisions of SFAS No. 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and are to be applied prospectively. The Company has not yet
determined the impact, if any, that the adoption of this statement will have on
its results of operations or financial position.

2. ACQUISITIONS

As part of the Company's recapitalization, the Company acquired United Overseas
Tankers, Ltd. ("UOT"), a Greek company providing technical management services
exclusively to the Company, for $6,032, subject to adjustment. The Company
recorded goodwill of $6,007 which reflected the excess of purchase price over
fair value of net assets acquired. The composition of the fair value of net
assets acquired are as follows:

====================================================================

Cash $ 37
Other current assets 3
Fixed assets 50
---------
Fair value of assets acquired 90
Less: Liabilities assumed (65)
---------
Fair value of net assets acquired 25
---------
Cash paid 5,429
Due to sellers 603
---------
Total paid 6,032
---------
Goodwill $ 6,007
====================================================================

Goodwill is being amortized over a 15 year period. For the year ended December
31, 2001, amortization was $ 201. The acquisition was accounted for as a
purchase and results of operations have been included in the consolidated
financial statements from the date of acquisition. Pro forma net assets and
results of operations of this acquisition had the acquisition occurred at the
beginning of 2001 are not material and accordingly, have not been provided.
Results of UOT's operations for the period from January 1, 2001 through June 12,
2001 are not significant to the Company's operations for the year ended December
31, 2001.

Prior to the acquisition, the Company paid management fees to UOT of $547 and
$388 for the years ended December 31, 2001 and 2000, respectively.

On June 15, 2001, in accordance with the Company's recapitalization, the Company
purchased five vessels for an aggregate purchase price of approximately $145,050
and also purchased certain other assets. Consideration in this transaction
consisted of approximately 5,675,000 shares of common stock at an initial public
offering price of $18.00 per share, subject to post closing adjustment, and the
assumption of indebtedness.

F-12

From June 27, 2001 through August 24, 2001, the Company acquired ten vessels for
an aggregate purchase price of approximately $283,636. Included in this purchase
price are 1,680,000 shares of common stock at an initial public offering price
of $18.00 per share, subject to post closing adjustment, valued at $30,243.

3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

4. OTHER FIXED ASSETS

Other fixed assets consist of the following:

F-13

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

6. NOTE PAYABLE TO SHAREHOLDER

In connection with the purchase of a vessel during the third quarter of
1999, one of the Company's subsidiaries entered into a loan agreement with a
shareholder. The loan was evidenced by a note bearing interest at 10% and was
due on March 31, 2000. Interest expense under this loan was $617 and $458 for
the years ended December 31, 2000 and 1999, respectively. The loan was secured
by a pledge of a vessel, which had a net book value of $17,888 at December 31,
1999. Subsequent to December 31, 1999, one of the Company's subsidiaries
negotiated a new loan facility with a bank for the purchase of additional
vessels. In connection with obtaining this financing, the shareholder
contributed to capital the note payable of $15,000 and accrued interest of $250,
which was incurred during the year ended December 31, 2000.

7. LONG-TERM DEBT

F-14

At the time of the Company's recapitalization on June 12, 2001, the Company's
subsidiaries were party to 12 loan facilities, which consisted of senior and
junior facilities, with aggregate outstanding principal balances of
approximately $217,850. Interest rates under these loan facilities were adjusted
quarterly and ranged from 1.125% to 3.0% above the London Interbank Offered Rate
("LIBOR"). Interest rates during the year ended December 31, 2001 ranged from
5.2% to 8.4% and 7.0% to 10.0% under the senior and junior loan facilities,
respectively.

The Company had entered into interest rate swap agreements to manage interest
costs and the risk associated with changing interest rates. The Company had
outstanding ten interest rate swap agreements with foreign banks at December 31,
2000. These agreements effectively fixed the Company's interest rate exposure on
its senior and junior loan facilities, which are based on LIBOR to fixed rates
ranging from 6.2% to 7.0%. The differential to be paid or received was
recognized as an adjustment to interest expense as incurred.

On June 15, 2001, all 12 loan facilities were fully repaid, $70,100 from the
proceeds of the Company's Initial Public Offering and the remainder with
borrowings made under a new credit facility (the "First Credit Facility"). The
Company wrote off the unamortized deferred loan costs aggregating $1,184
associated with those facilities as an extraordinary expense. In June 2001, the
Company terminated all of its interest rate swap agreements by paying the
counterparties an aggregate amount of $1,822. This termination has been recorded
in the statement of operations as other expense.

In June 2001 the Company entered into two new credit facilities. The First
Credit Facility is comprised of a $200,000 term loan and a $100,000 revolving
loan. The First Credit Facility matures on June 15, 2006. The term loan is
repayable in quarterly installments. The principal of the revolving loan is
payable at maturity. The First Credit Facility bears interest at LIBOR plus
1.5%. The Company must pay a fee of 0.625% per annum on the unused portion of
the revolving loan on a quarterly basis. As of December 31, 2001, the Company
had $177,000 outstanding on the term loan and $11,100 outstanding on the
revolving loan. The Company's obligations under the First Credit Facility are
secured by 20 vessels, with an aggregate carrying value of $516,587 at December
31, 2001.

On June 27, 2001, the Company entered into an additional credit facility (the
"Second Credit Facility") consisting of a $115,000 term loan and a $50,000
revolving loan. The Second Credit Facility maturity date is June 27, 2006. The
term loan is repayable in quarterly installments. The principal of the revolving
loan is payable at maturity. The Second Credit Facility bears interest at LIBOR
plus 1.5%. The Company must pay a fee of 0.625% per annum on the unused portion
of the revolving loan on a quarterly basis. As of December 31, 2001, the Company
had $101,500 outstanding on the term loan and $50,000 outstanding on the
revolving loan. The Company's obligations under the Second Credit facility
agreements are secured by nine vessels with a carrying value of $268,009 at
December 31, 2001.

Interest rates during the year ended December 31, 2001 ranged from 3.44% to
5.31% on the First and Second Credit Facilities.

In August 2001, the Company entered into an interest rate swap agreement with a
foreign bank to manage interest costs and the risk associated with changing
interest rates. This swap had a notional principal amount of $94,250 and fixed
interest rate exposure on 50% of its First Credit Facility to a fixed rate of
6.25%. The differential to be paid or received is recognized as an adjustment to
interest expense as incurred from the interest rate swap's effective date of
September 15, 2001. The swap agreement terminates on June 15, 2006. In October
2001, the Company entered into a second interest rate swap agreement with a
foreign bank with a notional principal amount of $54,125 which fixed interest
rate exposure on 50% of its Second Credit Facility to a fixed rate of 5.485%.
The changes in the notional principal amounts of the swaps of December 31, 2000
and 1999 are as follows:

F-15

The Company would have paid approximately $1,107 and $662 to settle all
outstanding swap agreements based upon their aggregate fair values as of
December 31, 2001 and 2000, respectively. This fair value is based upon
estimates received from financial institutions.

Interest (expense) income pertaining to interest rate swaps for the years
ended December 31, 2001, 2000 and 1999 was ($943), $141 and ($1,102),
respectively.

Interest expense under all of the Company's credit facilities was $17,728,
$19,414 and $15,404 for the years ended December 31, 2001, 2000 and 1999,
respectively.

The terms and conditions of the First and Second Credit Facilities require
compliance with certain restrictive covenants, which the Company feels are
consistent with loan facilities incurred by other shipping companies. Under the
credit facilities, the Company is required to maintain certain ratios such as:
vessel market value to loan outstanding, EBITDA to net interest expense and to
maintain minimum levels of working capital. The loan facility agreements also
contain, among other things, prohibitions against additional borrowing,
guarantees, and payments of dividends. As of December 31, 2001, the Company was
in compliance with its covenants.

Based on borrowings as of December 31, aggregate maturities without any
mandatory prepayments under the First Credit Facility and Second Credit Facility
are the following:

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as
follows:

F-16

The fair value of long-term debt is estimated based on current rates
offered to the Company for similar debt of the same remaining maturities. The
carrying value approximates the fair market value for the variable rate loans.
The fair value of interest rate swaps (used for purposes other than trading) is
the estimated amount the Company would pay to terminate swap agreements at the
reporting date, taking into account current interest rates and the current
credit-worthiness of the swap counter-parties.

9. REVENUE FROM TIME CHARTERS

Total revenue earned on time charters for the years ended December 31,
2001, 2000 and 1999 was $47,520, $41,512 and $35,230, respectively. Future
minimum time charter revenue, based on vessels committed to non-cancelable time
charter contracts excluding time charters that are subject to a market rate
adjustment with no minimum daily rate at December 31, 2001 is:

YEAR ENDED DECEMBER 31,
- -----------------------

2002......................................... $ 23,817
2003......................................... 8,848
--------
$ 32,665
========

10. SIGNIFICANT CUSTOMERS

For the year ended December 31, 2001, the Company earned $27,389 from one
customer which represented 12.6% of voyage revenues. For the year ended December
31, 2000, the Company earned approximately $19,376 and $14,902 from two
customers which represented 14.7% and 11.3% of voyage revenues, respectively.
For the year ended December 31, 1999, the Company earned approximately $16,002
from one customer which represent 22.4% of voyage revenues.

11. RELATED PARTY TRANSACTIONS

The following are related party transactions not disclosed elsewhere in
these financial statements:

The Company rents office space as its principal executive offices in a
building currently leased by GenMar Realty LLC, a company wholly owned by Peter
C. Georgiopoulos, the Chairman and Chief Executive Officer of the Company. There
is no lease agreement between the Company and GenMar Realty LLC. The Company
currently pays an occupancy fee on a month to month basis in the amount of $55.
For

F-17

the period from April 1, 2000 to December 31, 2000, the Company expensed
$495 for occupancy fees. For the year ended December 31, 2001, the Company's
occupancy fees were $660. Occupancy fees of $306 remain unpaid and were included
in accounts payable at December 31, 2001.

Included in prepaid expenses and other current assets are net advances to
Mr. Georgiopoulos, which amounted to $486 at December 31, 2001 and December
2000.

During 2001 and 2000, the Company paid approximately $10 and $104 to
Poles, Tublin, Patestides & Stratakis LLP, a law firm with which the father of
Mr. Georgiopoulous is affiliated. Included in accounts payable and accrued
expenses as of December 31, 2001 and 2000, are unpaid fees to this law firm of
$181 and $0, respectively.

12. SAVINGS PLAN

In November 2001, the Company established a 401(k) Plan (the "Plan")
which is available to full-time employees who meet the Plan's eligibility
requirements. This Plan is a defined contribution plan, which permits employees
to make contributions up to 15 percent of their annual salaries with the Company
matching up to the first three percent. The matching contribution vests over a
four year period, retroactive to date of hire. During 2001, the Company's
matching contribution to the Plan was $26.

13. STOCK OPTION PLAN

On June 10, 2001, the Company adopted the General Maritime Corporation 2001
Stock Incentive Plan. Under this plan the Company's compensation committee,
designated the board of directors or the board of directors, may grant a variety
of stock based incentive awards to employees, directors and consultants whom the
compensation committee (or other committee or the board of directors) believes
are key to the Company's success. The compensation committee may award incentive
stock options, nonqualified stock options, stock appreciation rights, dividend
equivalent rights, restricted stock, unrestricted stock and performance shares.

The aggregate number of shares of common stock available for award under the
2001 Stock Incentive Plan is 2,900,000 shares. As of June 30, 2001, the Company
granted incentive stock options and nonqualified stock options to purchase
860,000 shares of common stock at an exercise price of $18 per share under the
provisions of the 2001 Stock Incentive Plan. These options expire in 10 years.
Options to purchase 110,000 shares of common stock vested immediately on June
12, 2001, the date of the grant. 25% of the remaining 750,000 options will vest
on each of the first four anniversaries of the grant date. All options granted
under this plan will vest upon a change of control, as defined. These options
will be incentive stock options to the extent allowable under the Internal
Revenue Code.

The Company follows the provisions of APB 25 to account for its stock option
plan. The fair value of the options were determined on the date of grant using a
Black-Scholes option pricing model. These options were valued based on the
following assumptions: an estimated life of five years, volatility of 54%, risk
free interest rate of 5.5%, and no dividend yield. The fair value of the 860,000
options to purchase common stock granted on June 12, 2001 is $8.50 per share.

Had compensation cost for the Company's stock option plans been determined based
on the fair value at the grant dates for awards under those plans consistent
with the methods recommended by SFAS No. 123, the

F-18

Company's net income and net income per share for the year ended December 31,
2001, would have been stated at the pro forma amounts indicated below:

Net income:
As reported $ 51,221
Pro forma 48,457

Basic and diluted earnings per share (as reported):
Income before extraordinary loss $ 1.74
Net income $ 1.70

Basic and diluted earnings per share (pro forma):
Income before extraordinary loss $ 1.65
Net income $ 1.61

14. LEGAL PROCEEDINGS

The Company or its subsidiaries are party to the following legal
proceedings which arose from matters incidental to its business.

General Maritime time chartered one of its vessels in September 1997, for
a period of four years plus or minus 30 days. Under the charter, the Company had
the right to cancel the balance of the charter at any time after its second
anniversary date upon 90 days written notice with a payment of $1,000 to the
charterer, which payment has been made by the Company. On October 2, 2000, the
Company gave notice to the charterer that this option was being exercised.
Subsequently, it was calculated that redelivery was to take place on February 2,
2001. In January 2001, the charterer indicated that it was not possible to
complete a laden voyage by such date. The charterer asserted that the vessel
would not have to be redelivered until February 24, 2001, which would permit it
time to conduct an additional voyage. The charterer demanded arbitration and,
under protest, redelivered the vessel to the Company on January 14, 2001. The
charterer has alleged that it is entitled to damages in the amount of $1,943,
exclusive of interest and costs, as a result of its inability to commence and
complete another voyage. The Company's position is that pursuant to the terms of
the charter and the existing law, the charterer was not entitled to commence
another voyage if the vessel could not reasonably be redelivered prior to the
redelivery date. The Company believes that the charterer's anticipatory breach
of the charter has damaged it. The parties agreed to arbitration in the State of
New York and nominated a sole arbitrator. The parties have exchanged
correspondence expressing differing views of the law and the facts of the matter
and have made various settlement offers. At a hearing held before the arbitrator
on October 3, 2001, the charterer presented witnesses and other evidence in
support of its claim. A second hearing was held on November 20, 2001, at which
the Company presented witnesses in support of its claim. Both sides have
notified the arbitrator that they do not intend to call any more witnesses, and
the parties are awaiting a schedule for the submission of briefs to the
arbitrator.

On March 14, 2001, one of the Company's vessels experienced severe
weather while unloading at the BP Amoco Co. terminal in Texas City, Texas. As a
result of heavy winds, the vessel became separated from the terminal. The
terminal's loading arms were damaged and there was a discharge of approximately
200 to 300 barrels of oil. The U.S. Coast Guard has determined that this oil
originated from the terminal and that BP Amoco is the responsible party for the
discharge under the Oil Pollution Act of 1990, although BP Amoco retains a right
of contribution against the vessel. On March 16, 2001,

F-19

BP Amoco Corporation, BP Amoco Oil Co. and Amoco Oil Company filed a lawsuit in
the United States District Court for the Southern District of Texas, Galveston
Division, against the Company, seeking damages in the amount of $1,500. The
protection and indemnity association for this vessel, which provides insurance
coverage for such incidents, issued a letter to BP Amoco Co., et al.
guaranteeing the payment of up to $1,500 for any damages for which this vessel
may be found liable in order to prevent the arrest of the vessel. On or about
August 3, 2001, Valero Refining Company-Texas and Valero Marketing & Supply Co.,
co-lessors with BP Amoco of the BP Amoco terminal and the voyage charterer of
the vessel, intervened in the above-referenced lawsuit, asserting claims against
the Company and BP Amoco in the aggregate amount of approximately $3,200. On or
about September 28, 2001, BP Amoco filed a second amended complaint, increasing
the aggregate amount of its claims against the defendants, including General
Maritime, from $1,500 to approximately $3,200. BP Amoco asserted that such
increase is due to subsequent demurrage claims made against BP Amoco by other
vessels whose voyages were delayed or otherwise affected by the incident. The
Company believes that the claims asserted by BP Amoco are generally the same as
those asserted by Valero Refining Company-Texas and Valero Marketing & Supply
Co. and that, as a result, the aggregate amount of such claims taken together
will be approximately $3,200. A counterclaim has been filed on behalf of the
Defendants against the BP Amoco and Valero plaintiffs in the approximate amount
of $25. On October 30, 2001, these two civil actions were consolidated and on
December 26, 2001, a complaint for damages in an unspecified amount due to
personal injuries from the inhalation of oil fumes was filed by certain
individuals against the Company and BP Amoco. These personal injury plaintiffs
filed an amended complaint on January 24, 2002, adding another individual as a
plaintiff and asserting a claim against the Company for punitive damages.
General Maritime believes that the claim for punitive damages is without merit.
With the possible exception of the claim for punitive damages, all of the claims
asserted against the Company appear to be covered by insurance. Accordingly, the
Company believes that this incident will have no material effect on its results
of operations.

F-20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

In August 2000, we appointed Deloitte & Touche LLP as our certifying
accountants to replace Ernst & Young LLP. This action was subsequently approved
by our board of directors. During 1999 and 1998 and the subsequent interim
period through August 2000, we had no disagreements with Ernst & Young LLP on
any matter of account principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young LLP would have caused them to make reference to
the subject matter of the disagreements in the report. Neither of Ernst & Young
LLP's reports on our financial statements for 1999 and 1998 contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope of accounting principles. A letter addressed to the
Securities and Exchange Commission from Ernst & Young LLP stating that they
agree with the above statements is attached as an exhibit to this report.

F-21

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding General Maritime's directors and executive officers
is incorporated by reference herein to General Maritime's Proxy Statement for
its Annual Meeting of Shareholders to be held on May 16, 2002 (the "2002 Proxy
Statement").

ITEM 11. EXECUTIVE COMPENSATION

Information regarding compensation of General Maritime's executive
officers is incorporated by reference herein to the 2002 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding the beneficial ownership of shares of General
Maritime's common stock by certain persons is incorporated by reference herein
to the 2002 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain transactions of General Maritime is
incorporated by reference herein to the 2002 Proxy Statement.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

1. The financial statements listed in the "Index to Consolidated Financial
Statements."

2. There are no financial statement schedules listed in the "Index to
Financial Statement Schedules."

3. Exhibits:

2.1 Plan of Recapitalization. (1)

2.2 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd. (subsequently renamed General
Maritime Corporation), Ajax Limited Partnership, the limited
partners of Ajax Limited Partnership, Genmar Ajax Ltd., Peter
C. Georgiopoulos, Genmar Ajax Corporation and GMC
Administration Ltd.(3)

2.3 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings, Ltd., Ajax II, L.P., the limited
partners of Ajax II, L.P., Ajax II LLC, Peter C. Georgiopoulos,
Genmar Ajax II Corporation and GMC Administration Ltd.(3)

F-22

2.4 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax II, L.P., the limited
partners of Boss, L.P., Genmar Boss Ltd., Peter C.
Georgiopoulos, Genmar Boss Corporation and GMC Administration
Ltd.(3)

2.5 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime I, L.P., the
limited partners of General Maritime I, L.P., General Maritime
I Corporation, Peter C. Georgiopoulos, Genmar Maritime I
Corporation and GMC Administration Ltd., and amendment thereto.
(1)

2.6 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime II, L.P., the
limited partners of General Maritime II, L.P., General Maritime
II Corporation, Peter C. Georgiopoulos, Genmar Maritime II
Corporation and GMC Administration Ltd.(3)

2.7 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Harriet, L.P., the limited
partners of Harriet, L.P., General Maritime III Corporation,
Peter C. Georgiopoulos, Genmar Harriet Corporation and GMC
Administration Ltd.(3)

2.8 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., and Pacific Tankship, L.P., the
limited partners of Pacific Tankship, L.P., Genmar Pacific
Ltd., Peter C. Georgiopoulos, Genmar Pacific Corporation and
GMC Administration Ltd.(3)

2.9 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Genmar Alexandra, LLC Genmar II,
LLC, Equili Company, L.P., Equili Company, LLC, Equili Company
II, L.P. and Equili Company II, LLC.(3)

2.10 Vessel Contribution Agreement, dated April 26, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding
Inc., Liberia.(3)

2.11 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings
Ltd.(3)

2.12 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings
Ltd.(3)

2.13 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and KS Stavanger Prince.
(3)

2.14 Memorandum of Agreement, dated May 4, 2001, between KS
Stavanger Prince and General Maritime Ship Holdings Ltd.(3)

2.15 Letter Agreement, dated May 25, 2001, between General Maritime
Ship Holdings, Ltd. and Peter C. Georgiopoulos relating to the
acquisition of the old Maritime Corporation.(3)

3.1 Amended and Restated Articles of Incorporation of General
Maritime Ship Holdings Ltd.(1)

3.2 Articles of Amendment to Amended and Restated Articles of
Incorporation, changing name from General Maritime Ship
Holdings Ltd. to General Maritime Corporation.(1)

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3.3 Amended and Restated By-Laws of General Maritime Ship Holdings
Ltd.(1)

4.1 Form of Common Stock Certificate of General Maritime
Corporation.(2)

4.2 Form of Registration Rights Agreement.(3)

10.1 $300,000,000 Credit Agreement dated June 12, 2001 among General
Maritime Corporation, Christiania Bank og KreditKasse ASA, New
York Branch and various Lenders.(2)

10.2 Form of First Preferred Ship Mortgage on Marshall Islands Flag
Vessel, related to $300,000,000 Credit Agreement.(1)

10.3 Form of First Preferred Ship Mortgage on Liberian Flag Vessel,
related to $300,000,000 Credit Agreement.(1)

10.4 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Malta Flag Vessel, related to
$300,000,000 Credit Agreement.(1)

10.5 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Norwegian Flag Vessel, related to
$300,000,000 Credit Agreement.(1)

10.6 Form of Insurance Assignment, related to $300,000,000 Credit
Agreement.(1)

10.7 Form of Earnings Assignment, related to $300,000,000 Credit
Agreement.(1)

10.8 Form of Master Vessel and Collateral Trust Agreement, related
to $300,000,000 Credit Agreement.(1)

10.9 Form of Subsidiaries Guaranty, related to $300,000,000 Credit
Agreement.(1)

10.10 Form of Pledge and Security Agreement, related to $300,000,000
Credit Agreement.(1)

10.11 $165,000,000 Credit Agreement dated June 27, 2001 among General
Maritime Corporation, Christiania Bank og KreditKasse ASA, New
York Branch and various Lenders.

10.12 Form of Insurance Assignment, related to $165,000,000 Credit
Agreement.(4)

10.13 Form of Earnings Assignment, related to $165,000,000 Credit
Agreement.(4)

10.14 Form of Subsidiaries Guaranty, related to $165,000,000 Credit
Agreement.(4)

10.15 Form of Pledge and Security Agreement, related to $165,000,000
Credit Agreement.(4)

10.16 Form of Master Vessel and Collateral Trust Agreement, related
to $165,000,000 Credit Agreement.(4)

10.17 Form of First Preferred Ship Mortgage on Marshall Islands Flag
Vessel, related to $165,000,000 Credit Agreement.(4)

10.18 Form of First Preferred Ship Mortgage on Liberian Flag Vessel,
related to $165,000,000 Credit Agreement.(4)

10.19 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Malta Flag Vessel, related to
$165,000,000 Credit Agreement.(4)

10.20 Escrow Agreement dated June 11, 2001 between General Maritime
Ship Holdings Ltd., the Recipients and Partnerships listed
therein and Mellon Investor Services LLC.(1)

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10.21 Management Rights Agreement dated June 11, 2001 between General
Maritime Corporation and OCM Principal Opportunities Fund, L.P.
(2)

10.22 Employment Agreement dated June 12, 2001 between General
Maritime Ship Holdings Ltd. and Peter C. Georgiopoulous.(2)

10.23 Employment Agreement dated June 12, 2001 between General
Maritime Ship Holdings Ltd. and John P. Tavlarios.(2)

10.24 Employment Agreement dated June 12, 2001 between General
Maritime Ship Holdings Ltd. and James C. Christodoulou.(2)

10.25 Employment Agreement dated June 12, 2001 between General
Maritime Ship Holdings Ltd. and John C. Georgiopoulos.(2)

10.26 Form of General Maritime 2001 Stock Incentive Plan.(2)

10.27 Form of Outside Director Stock Option Grant Certificate.(1)

10.28 Incentive Stock Option Agreement dated June 12, 2001 between
General Maritime Corporation and Peter C. Georgiopoulos.(1)

10.29 Incentive Stock Option Agreement dated June 12, 2001 between
General Maritime Corporation and John P. Tavlarios.(1)

10.30 Incentive Stock Option Agreement dated June 12, 2001 between
General Maritime Corporation and James C. Christodoulou.(1)

10.31 Incentive Stock Option Agreement dated June 12, 2001 between
General Maritime Corporation and John C. Georgiopoulos.(1)

10.32 Form of Incentive Stock Option Grant Certificate.(2)

16.1 Letter dated ________ from Ernst & Young LLP regarding change
in Certifying Accountants.

21.1 Subsidiaries of General Maritime Corporation.

- ----------
(1) Incorporated by reference to Amendment No. 5 to General Maritime's
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on June 12, 2001.

(2) Incorporated by reference to Amendment No. 4 to General Maritime's
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on June 6, 2001.

(3) Incorporated by reference to Amendment No. 3 to General Maritime's
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on May 25, 2001.

F-25

(4) Incorporated by reference to General Maritime's Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on August 14,
2001.

(b) Current Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended December
31, 2001.

F-26

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on March 29, 2002.

GENERAL MARITIME CORPORATION

By: /s/ Peter C. Georgiopoulos
-------------------------------------
Name: Peter C. Georgiopoulos
Title: Chairman and Chief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed on March 29, 2002, by the following persons in
the capacities indicated:

F-27

/s/ Stephen A. Kaplan DIRECTOR
------------------------------
Stephen A. Kaplan

/s/ Peter S. Shaerf DIRECTOR
------------------------------
Peter S. Shaerf

F-28