0001628280-22-008587.txt : 20220406 0001628280-22-008587.hdr.sgml : 20220406 20220406163302 ACCESSION NUMBER: 0001628280-22-008587 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 161 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220406 DATE AS OF CHANGE: 20220406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEEKAY CORP CENTRAL INDEX KEY: 0000911971 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-12874 FILM NUMBER: 22810971 BUSINESS ADDRESS: STREET 1: 4TH FLOOR, BELVEDERE BUILDING STREET 2: 69 PITTS BAY ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 604-683-3529 MAIL ADDRESS: STREET 1: SUITE 2000, BENTALL 5 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2K2 FORMER COMPANY: FORMER CONFORMED NAME: TEEKAY SHIPPING CORP DATE OF NAME CHANGE: 19950609 FORMER COMPANY: FORMER CONFORMED NAME: VIKING STAR SHIPPING INC DATE OF NAME CHANGE: 19930914 20-F 1 tk-20211231.htm 20-F tk-20211231
false20210000911971FYP1YP7YP10YP10YP10Y00009119712021-01-012021-12-310000911971dei:BusinessContactMember2021-01-012021-12-3100009119712021-12-31xbrli:sharesiso4217:USD00009119712020-01-012020-12-3100009119712019-01-012019-12-31iso4217:USDxbrli:shares0000911971us-gaap:SegmentDiscontinuedOperationsMember2021-01-012021-12-310000911971us-gaap:SegmentDiscontinuedOperationsMember2020-01-012020-12-310000911971us-gaap:SegmentDiscontinuedOperationsMember2019-01-012019-12-3100009119712020-12-3100009119712019-12-3100009119712018-12-310000911971us-gaap:CommonStockMember2018-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2018-12-310000911971us-gaap:RetainedEarningsMember2018-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000911971us-gaap:NoncontrollingInterestMember2018-12-310000911971us-gaap:RetainedEarningsMember2019-01-012019-12-310000911971us-gaap:NoncontrollingInterestMember2019-01-012019-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310000911971us-gaap:CommonStockMember2019-01-012019-12-310000911971us-gaap:CommonStockMember2019-01-012019-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2019-01-012019-12-310000911971us-gaap:AccountingStandardsUpdate201712Memberus-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-010000911971us-gaap:AccountingStandardsUpdate201712Memberus-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-010000911971us-gaap:AccountingStandardsUpdate201712Memberus-gaap:NoncontrollingInterestMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-010000911971srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-01-010000911971us-gaap:CommonStockMember2019-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2019-12-310000911971us-gaap:RetainedEarningsMember2019-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000911971us-gaap:NoncontrollingInterestMember2019-12-310000911971us-gaap:RetainedEarningsMember2020-01-012020-12-310000911971us-gaap:NoncontrollingInterestMember2020-01-012020-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310000911971us-gaap:CommonStockMember2020-01-012020-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2020-01-012020-12-310000911971us-gaap:RetainedEarningsMemberus-gaap:AccountingStandardsUpdate201613Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-010000911971us-gaap:NoncontrollingInterestMemberus-gaap:AccountingStandardsUpdate201613Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-010000911971srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-010000911971us-gaap:CommonStockMember2020-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2020-12-310000911971us-gaap:RetainedEarningsMember2020-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000911971us-gaap:NoncontrollingInterestMember2020-12-310000911971us-gaap:RetainedEarningsMember2021-01-012021-12-310000911971us-gaap:NoncontrollingInterestMember2021-01-012021-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000911971us-gaap:CommonStockMember2021-01-012021-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2021-01-012021-12-310000911971us-gaap:AccountingStandardsUpdate202006Memberus-gaap:CommonStockIncludingAdditionalPaidInCapitalMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-01-010000911971srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-01-010000911971us-gaap:CommonStockMember2021-12-310000911971us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2021-12-310000911971us-gaap:RetainedEarningsMember2021-12-310000911971us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000911971us-gaap:NoncontrollingInterestMember2021-12-310000911971tk:SeapeakMember2021-12-31xbrli:pure0000911971tk:SeapeakMember2020-12-310000911971tk:TeekayTankersMember2021-12-310000911971tk:TeekayTankersMember2020-12-310000911971tk:TeekayTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMemberus-gaap:CommonClassBMember2021-01-012021-12-310000911971tk:GeneralPartnerOfSeapeakMember2021-12-310000911971tk:TeekayParentMembertk:FpsoMember2020-01-012020-12-31tk:vessel0000911971tk:SeapeakMember2020-01-012020-12-310000911971tk:TeekayTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMember2020-01-012020-12-310000911971us-gaap:PreferredStockMembertk:SeapeakMember2021-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMembertk:SeapeakMember2021-01-012021-12-310000911971tk:SeapeakMemberus-gaap:PreferredPartnerMember2021-01-012021-12-310000911971tk:DistributedEarningsMembertk:SeapeakMember2021-01-012021-12-310000911971tk:SeapeakMembertk:UndistributedEarningsMember2021-01-012021-12-310000911971tk:SeapeakMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:UndistributedEarningsMember2021-01-012021-12-310000911971tk:OtherEntitiesAndEliminationsMember2021-01-012021-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMember2021-01-012021-12-310000911971us-gaap:PreferredPartnerMember2021-01-012021-12-310000911971tk:DistributedEarningsMember2021-01-012021-12-310000911971tk:UndistributedEarningsMember2021-01-012021-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMembertk:SeapeakMember2020-01-012020-12-310000911971tk:SeapeakMemberus-gaap:PreferredPartnerMember2020-01-012020-12-310000911971tk:DistributedEarningsMembertk:SeapeakMember2020-01-012020-12-310000911971tk:SeapeakMembertk:UndistributedEarningsMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:UndistributedEarningsMember2020-01-012020-12-310000911971tk:OtherEntitiesAndEliminationsMember2020-01-012020-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMember2020-01-012020-12-310000911971us-gaap:PreferredPartnerMember2020-01-012020-12-310000911971tk:DistributedEarningsMember2020-01-012020-12-310000911971tk:UndistributedEarningsMember2020-01-012020-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMembertk:SeapeakMember2019-01-012019-12-310000911971tk:SeapeakMemberus-gaap:PreferredPartnerMember2019-01-012019-12-310000911971tk:DistributedEarningsMembertk:SeapeakMember2019-01-012019-12-310000911971tk:SeapeakMembertk:UndistributedEarningsMember2019-01-012019-12-310000911971tk:SeapeakMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:UndistributedEarningsMember2019-01-012019-12-310000911971tk:OtherEntitiesAndEliminationsMember2019-01-012019-12-310000911971tk:NonpublicPartiallyownedSubsidiariesMember2019-01-012019-12-310000911971us-gaap:PreferredPartnerMember2019-01-012019-12-310000911971tk:DistributedEarningsMember2019-01-012019-12-310000911971tk:UndistributedEarningsMember2019-01-012019-12-310000911971tk:OilTankerMember2021-01-012021-12-310000911971tk:ExcludingAmortizationOfDrydockingExpenditureMember2021-01-012021-12-310000911971tk:ExcludingAmortizationOfDrydockingExpenditureMember2020-01-012020-12-310000911971tk:ExcludingAmortizationOfDrydockingExpenditureMember2019-01-012019-12-310000911971tk:DrydockingActivityMember2021-01-012021-12-310000911971tk:DrydockingActivityMember2020-12-310000911971tk:DrydockingActivityMember2019-12-310000911971tk:DrydockingActivityMember2018-12-310000911971tk:DrydockingActivityMember2020-01-012020-12-310000911971tk:DrydockingActivityMember2019-01-012019-12-310000911971tk:DrydockingActivityMember2021-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2018-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2018-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-01-012019-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2019-01-012019-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2019-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-01-012020-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2020-01-012020-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2020-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-01-012021-12-310000911971us-gaap:SegmentContinuingOperationsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310000911971us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-12-310000911971us-gaap:AccountingStandardsUpdate201613Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-010000911971us-gaap:AccountingStandardsUpdate202006Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-01-010000911971us-gaap:AccountingStandardsUpdate202006Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:TimechartersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:VoyagechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-01-012021-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:VoyagechartersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:FpsoMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:ManagementfeesandotherMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-01-012021-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:ManagementfeesandotherMember2021-01-012021-12-310000911971tk:TeekayTankersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-01-012021-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:TimechartersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:VoyagechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-01-012020-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:VoyagechartersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:FpsoMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:ManagementfeesandotherMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-01-012020-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:ManagementfeesandotherMember2020-01-012020-12-310000911971tk:TeekayTankersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-01-012020-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:TimechartersMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:TimechartersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:VoyagechartersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2019-01-012019-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:VoyagechartersMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:VoyagechartersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:TankersMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:FpsoMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:FpsoMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:ManagementfeesandotherMemberus-gaap:OperatingSegmentsMembertk:TankersMember2019-01-012019-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:ManagementfeesandotherMembertk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:ManagementfeesandotherMember2019-01-012019-12-310000911971tk:TeekayTankersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2019-01-012019-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:LeaserevenueMember2021-01-012021-12-310000911971tk:LeaserevenueMember2020-01-012020-12-310000911971tk:LeaserevenueMember2019-01-012019-12-310000911971us-gaap:TransportationEquipmentMember2021-12-310000911971us-gaap:TransportationEquipmentMember2020-12-310000911971us-gaap:TransportationEquipmentMember2019-12-310000911971tk:PetrojarlFoinavenFPSOMember2020-04-012020-04-300000911971tk:PetrojarlFoinavenFPSOMember2020-03-270000911971tk:PetrojarlFoinavenFPSOMember2020-01-012020-03-310000911971tk:PetrojarlFoinavenFPSOMember2021-12-31tk:segment0000911971us-gaap:CommonStockMembertk:AlteraMember2017-09-262019-05-070000911971tk:AlteraMemberus-gaap:GeneralPartnerMember2017-09-262019-05-070000911971tk:TeekayCorporationMembertk:AlteraMemberus-gaap:GeneralPartnerMember2019-05-082019-05-080000911971tk:AlteraMember2019-05-080000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000911971us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMembertk:BPExplorationOperatingCoLtdMember2019-01-012019-12-310000911971tk:AlteraMember2021-01-012021-12-310000911971tk:AlteraMember2020-01-012020-12-310000911971tk:AlteraMember2019-01-012019-12-310000911971tk:AlteraMember2019-01-012019-05-080000911971tk:AlteraMember2019-01-012019-12-310000911971tk:TeekayTankersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2021-12-310000911971tk:TeekayTankersMemberus-gaap:OperatingSegmentsMembertk:TankersMember2020-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2021-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMembertk:OffshoreProductionMember2020-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2021-12-310000911971tk:TeekayParentMemberus-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2020-12-310000911971us-gaap:CashAndCashEquivalentsMemberus-gaap:MaterialReconcilingItemsMember2021-12-310000911971us-gaap:CashAndCashEquivalentsMemberus-gaap:MaterialReconcilingItemsMember2020-12-310000911971us-gaap:OtherAssetsMemberus-gaap:MaterialReconcilingItemsMember2021-12-310000911971us-gaap:OtherAssetsMemberus-gaap:MaterialReconcilingItemsMember2020-12-310000911971srt:ConsolidationEliminationsMember2021-12-310000911971srt:ConsolidationEliminationsMember2020-12-310000911971tk:TeekayTankersMemberus-gaap:CommonClassAMember2021-12-310000911971tk:TeekayTankersMember2021-12-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMemberus-gaap:CommonClassAMember2022-03-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMember2022-03-012022-03-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMember2022-03-310000911971us-gaap:CommonStockMembertk:SeapeakMember2020-05-110000911971tk:SeapeakMemberus-gaap:CommonClassAMember2021-12-310000911971tk:SeapeakMember2020-05-110000911971us-gaap:SubsequentEventMembertk:SeapeakMemberus-gaap:CommonClassAMember2022-01-130000911971us-gaap:SubsequentEventMembertk:SeapeakMemberus-gaap:GeneralPartnerMember2022-01-130000911971tk:TeekayTankersMember2019-11-252019-11-250000911971tk:TeekayTankersMemberus-gaap:CommonClassAMember2019-11-240000911971tk:TeekayTankersMemberus-gaap:CommonClassBMember2019-11-240000911971tk:TeekayTankersMemberus-gaap:CommonClassAMember2019-11-250000911971tk:TeekayTankersMemberus-gaap:CommonClassBMember2019-11-250000911971us-gaap:CustomerRelationshipsMember2021-12-310000911971us-gaap:OtherIntangibleAssetsMember2021-12-310000911971us-gaap:CustomerRelationshipsMember2020-12-310000911971us-gaap:OtherIntangibleAssetsMember2020-12-310000911971srt:OfficeBuildingMember2021-12-310000911971srt:OfficeBuildingMember2020-12-310000911971srt:OfficeBuildingMember2021-12-310000911971srt:OfficeBuildingMember2020-12-310000911971tk:PetrojarlBanffFPSOMember2021-01-012021-12-310000911971us-gaap:AssetRetirementObligationCostsMember2021-12-310000911971us-gaap:AssetRetirementObligationCostsMember2020-12-310000911971tk:PetrojarlFoinavenFPSOMember2021-01-012021-12-310000911971tk:TeekayTankersMemberus-gaap:ShortTermDebtMember2018-11-300000911971tk:TeekayTankersMemberus-gaap:ShortTermDebtMember2019-06-280000911971tk:TeekayTankersMemberus-gaap:ShortTermDebtMember2021-01-012021-09-300000911971tk:TeekayTankersMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-12-310000911971tk:TeekayTankersMembersrt:MinimumMember2021-12-310000911971tk:TeekayTankersMembersrt:MaximumMember2021-12-310000911971tk:TeekayTankersMember2020-12-310000911971us-gaap:RevolvingCreditFacilityMember2021-12-310000911971us-gaap:RevolvingCreditFacilityMember2020-12-310000911971us-gaap:SeniorNotesMember2020-12-310000911971us-gaap:SeniorNotesMember2021-12-310000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2020-12-310000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2021-12-310000911971us-gaap:ConvertibleDebtMember2021-12-310000911971us-gaap:ConvertibleDebtMember2020-12-310000911971tk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2021-12-310000911971tk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2020-12-31tk:credit_facility0000911971us-gaap:RevolvingCreditFacilityMember2021-01-012021-12-310000911971us-gaap:RevolvingCreditFacilityMember2020-01-012020-12-310000911971tk:SeniorNotesdue2022Member2019-05-310000911971us-gaap:SeniorNotesMember2019-05-310000911971us-gaap:SeniorNotesMembertk:FpsoUnitMember2021-12-310000911971us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2021-01-012021-12-310000911971us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2021-01-012021-12-310000911971us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodFourMember2021-01-012021-12-310000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2018-01-260000911971us-gaap:ConvertibleDebtMembertk:Per1000PrincipalAmountMember2018-01-262018-01-260000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2018-01-262018-01-310000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2021-01-010000911971us-gaap:ConvertibleDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membersrt:ParentCompanyMember2021-12-310000911971us-gaap:ConvertibleDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membersrt:ParentCompanyMember2021-01-010000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2021-01-012021-12-310000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2022-02-280000911971us-gaap:ConvertibleDebtMember2021-01-012021-12-310000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2022-03-310000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2022-03-310000911971tk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2021-01-012021-12-31tk:term_loan0000911971currency:USDtk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2021-12-310000911971currency:USDtk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2020-12-310000911971tk:RemainingTermLoansMembersrt:MaximumMembertk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2020-01-012020-12-310000911971tk:RemainingTermLoansMembersrt:MaximumMembertk:USDollarDenominatedTermLoansDueThroughTwoThousandTwentyThreeMember2021-01-012021-12-31tk:SecurityLoan0000911971us-gaap:TransportationEquipmentMembertk:LongTermDebt1Member2021-12-310000911971us-gaap:TransportationEquipmentMembertk:LongTermDebt2Member2021-12-31tk:valuatortk:loan0000911971srt:MinimumMember2021-01-012021-12-310000911971tk:A2020DebtFacilityMaturingInDecember2024Member2021-12-310000911971tk:FsoMember2021-03-012021-03-310000911971tk:ShuttleTankersMember2020-03-272020-03-270000911971tk:TimeCharterExpensesMember2021-01-012021-12-310000911971tk:LeaseComponentMembertk:TimeCharterExpensesMember2021-01-012021-12-310000911971tk:NonleaseComponentMembertk:TimeCharterExpensesMember2021-01-012021-12-310000911971tk:TimeCharterExpensesMember2021-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:LR2TankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:LighteringSupportVesselMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:LR2VesselAframaxTankersAndLighteringSupportVesselMember2020-12-310000911971tk:TeekayTankersMembertk:LR2VesselAframaxTankersAndLighteringSupportVesselMember2021-12-310000911971tk:TeekayTankersMembertk:LighteringSupportVesselMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:LighteringSupportVesselMember2020-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMember2020-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMember2020-01-012020-12-310000911971tk:TeekayTankersMember2020-12-012020-12-31tk:ExtensionOption0000911971tk:LeaseMember2021-12-310000911971tk:NonleaseComponentMember2021-12-310000911971tk:TotalLongTermLeaseMember2021-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMember2021-12-310000911971tk:FinanceLeaseObligationsMembertk:TeekayTankersMember2021-12-310000911971tk:FinanceLeaseObligationsMembertk:TeekayTankersMember2020-12-310000911971tk:TeekayTankersMembertk:SuezmaxAframaxAndLR2VesselsMembertk:July2017November2018September2021AndNovember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:September2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:November2021SaleLeasebackMember2021-12-310000911971tk:March2022SaleLeasebackMembertk:TeekayTankersMemberus-gaap:SubsequentEventMember2022-03-310000911971tk:TeekayTankersMembersrt:MinimumMember2021-01-012021-12-310000911971tk:TeekayTankersMembersrt:MaximumMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SuezmaxAframaxAndLR2VesselsMember2021-12-310000911971tk:TeekayTankersMembertk:SuezmaxAndAframaxVesselsMember2021-12-310000911971tk:TeekayTankersMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMembertk:SaleLeasebackTransactionMember2021-01-012021-12-31tk:lessor0000911971tk:TeekayTankersMembertk:SaleLeasebackTransactionMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SeptemberAndNovember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:July2017November2018September2021AndNovember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:FinanceLeaseObligationsMembersrt:MinimumMember2021-12-310000911971tk:TeekayTankersMembertk:FinanceLeaseObligationsMember2021-12-310000911971tk:TeekayTankersMembertk:July2017November2018AndSeptember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:July2017November2018AndSeptember2021SaleLeasebackMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:July2017November2018AndSeptember2021SaleLeasebackMembersrt:MinimumMember2021-12-310000911971tk:TeekayTankersMembersrt:MaximumMembertk:July2017November2018AndSeptember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:July2017November2018AndSeptember2021SaleLeasebackMembersrt:MinimumMember2020-12-310000911971tk:TeekayTankersMembersrt:MaximumMembertk:July2017November2018AndSeptember2021SaleLeasebackMember2020-12-310000911971tk:TeekayTankersMembertk:November2021SaleLeasebackMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:November2021SaleLeasebackMembersrt:MinimumMember2021-12-310000911971tk:TeekayTankersMembersrt:MaximumMembertk:November2021SaleLeasebackMember2021-12-310000911971tk:July2017November2018AndNovember2021SaleLeasebackMember2021-12-310000911971tk:TeekayTankersMembertk:SuezmaxAframaxAndLR2VesselsMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:ForeignExchangeContractMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:ForeignExchangeContractMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembertk:FreightForwardAgreementsMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membertk:FreightForwardAgreementsMember2021-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembertk:FreightForwardAgreementsMember2020-12-310000911971us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membertk:FreightForwardAgreementsMember2020-12-310000911971us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000911971us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000911971us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2021-12-310000911971us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2020-12-310000911971us-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembertk:PublicMember2021-12-310000911971us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembertk:PublicMember2021-12-310000911971us-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembertk:PublicMember2020-12-310000911971us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembertk:PublicMember2020-12-310000911971tk:PrivateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMembertk:PrivateMemberus-gaap:FairValueInputsLevel2Member2021-12-310000911971tk:PrivateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000911971us-gaap:EstimateOfFairValueFairValueDisclosureMembertk:PrivateMemberus-gaap:FairValueInputsLevel2Member2020-12-310000911971us-gaap:AccruedLiabilitiesMemberus-gaap:SwapMember2021-12-310000911971us-gaap:AccruedLiabilitiesMemberus-gaap:SwapMember2020-12-310000911971tk:TeekayParentMember2021-12-310000911971tk:ContinuousOfferingProgramMember2020-12-012020-12-310000911971tk:ContinuousOfferingProgramMember2021-12-310000911971us-gaap:EmployeeStockOptionMember2021-12-310000911971us-gaap:EmployeeStockOptionMember2020-12-310000911971us-gaap:EmployeeStockOptionMember2020-01-012020-12-310000911971us-gaap:EmployeeStockOptionMember2021-01-012021-12-310000911971us-gaap:EmployeeStockOptionMember2019-01-012019-12-310000911971tk:NonvestedMemberus-gaap:EmployeeStockOptionMember2021-01-012021-12-310000911971tk:NonvestedMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-310000911971tk:NonvestedMemberus-gaap:EmployeeStockOptionMember2019-01-012019-12-310000911971tk:RangeOfExercisePricesMember2021-01-012021-12-310000911971tk:RangeOfExercisePricesMember2021-12-310000911971tk:RangeOfExercisePricesOneMember2021-01-012021-12-310000911971tk:RangeOfExercisePricesOneMember2021-12-310000911971tk:RangeOfExercisePricesTwoMember2021-01-012021-12-310000911971tk:RangeOfExercisePricesTwoMember2021-12-310000911971tk:RangeOfExercisePricesThreeMember2021-01-012021-12-310000911971tk:RangeOfExercisePricesThreeMember2021-12-310000911971us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000911971us-gaap:PerformanceSharesMember2021-01-012021-12-310000911971us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310000911971us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310000911971tk:RestrictedStockAwardsMember2021-01-012021-12-310000911971tk:RestrictedStockAwardsMember2020-01-012020-12-310000911971tk:RestrictedStockAwardsMember2019-01-012019-12-310000911971tk:SeapeakMembertk:NonManagementDirectorMember2021-01-012021-12-310000911971tk:SeapeakMembertk:NonManagementDirectorMember2020-01-012020-12-310000911971tk:SeapeakMembertk:NonManagementDirectorMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:CommonClassAMembertk:A2007LTIPMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:CommonClassAMembertk:A2007LTIPMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:CommonClassAMembertk:A2007LTIPMember2019-01-012019-12-310000911971tk:NonManagementDirectorMembertk:TeekayTankersAndSeapeakMember2021-01-012021-12-310000911971tk:NonManagementDirectorMembertk:TeekayTankersAndSeapeakMember2020-01-012020-12-310000911971tk:NonManagementDirectorMembertk:TeekayTankersAndSeapeakMember2019-01-012019-12-310000911971tk:SeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2021-03-012021-03-310000911971tk:SeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2020-03-012020-03-310000911971tk:SeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2019-03-012019-03-310000911971tk:TeekayTankersMemberus-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2021-03-012021-03-310000911971tk:TeekayTankersMemberus-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2020-03-012020-03-310000911971tk:TeekayTankersMemberus-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2019-03-012019-03-310000911971tk:TeekayTankersAndSeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2021-03-012021-03-310000911971tk:TeekayTankersAndSeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2020-03-012020-03-310000911971tk:TeekayTankersAndSeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2019-03-012019-03-310000911971tk:TeekayTankersAndSeapeakMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000911971us-gaap:EmployeeStockOptionMembertk:TeekayTankersAndSeapeakMember2020-01-012020-12-310000911971us-gaap:EmployeeStockOptionMembertk:TeekayTankersAndSeapeakMember2021-01-012021-12-310000911971tk:TeekayTankersMemberus-gaap:EmployeeStockOptionMembersrt:OfficerMember2019-03-012019-03-310000911971tk:TeekayTankersMemberus-gaap:EmployeeStockOptionMembersrt:OfficerMember2019-03-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:EmployeeStockOptionMember2017-03-012017-03-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:EmployeeStockOptionMember2019-03-310000911971tk:TeekayTankersMembertk:NonManagementDirectorMemberus-gaap:EmployeeStockOptionMember2020-01-012020-03-310000911971tk:IncomeLossFromDiscontinuedOperationMemberus-gaap:EquityMethodInvesteeMembertk:LNGCarriersMember2021-01-012021-12-310000911971tk:IncomeLossFromDiscontinuedOperationMemberus-gaap:EquityMethodInvesteeMembertk:LNGCarriersMember2020-01-012020-12-310000911971tk:IncomeLossFromDiscontinuedOperationMemberus-gaap:EquityMethodInvesteeMembertk:LNGCarriersMember2019-01-012019-12-310000911971tk:SeapeakMembertk:TeekayLngMarubeniJointVentureMember2021-12-310000911971tk:SeapeakMembertk:TeekayLngMarubeniJointVentureMember2018-09-300000911971tk:SeapeakMembertk:TeekayLngMarubeniJointVentureMember2019-04-012020-12-310000911971tk:TimeCharterHireExpenseMembertk:TeekayLngMarubeniJointVentureMembertk:SeapeakMember2021-01-012021-12-310000911971tk:TimeCharterHireExpenseMembertk:TeekayLngMarubeniJointVentureMembertk:SeapeakMember2020-01-012020-12-310000911971tk:TimeCharterHireExpenseMembertk:TeekayLngMarubeniJointVentureMembertk:SeapeakMember2019-01-012019-12-310000911971tk:SeapeakMembertk:EliminationOfSeapeaksIDRInExchangeForUnitsIssuedMember2020-05-110000911971tk:SeapeakMembertk:EliminationOfSeapeaksIDRInExchangeForUnitsIssuedMemberus-gaap:RetainedEarningsMember2021-01-012021-12-310000911971tk:SeapeakMembertk:EliminationOfSeapeaksIDRInExchangeForUnitsIssuedMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000911971us-gaap:NoncontrollingInterestMembertk:SeapeakMembertk:EliminationOfSeapeaksIDRInExchangeForUnitsIssuedMember2021-01-012021-12-310000911971tk:SeapeakMembertk:EliminationOfSeapeaksIDRInExchangeForUnitsIssuedMember2021-01-012021-12-310000911971tk:AlteraMember2019-05-082019-05-080000911971tk:AlteraMember2019-01-012019-12-310000911971tk:AlteraMembertk:TechnicalServicesMember2019-01-012019-12-310000911971tk:AlteraMembertk:ShuttleTankersMember2019-01-012019-05-080000911971tk:FsoMembertk:AlteraMember2019-01-012019-05-080000911971tk:TimeCharterHireExpenseMembertk:AlteraMember2019-01-012019-05-080000911971tk:FpsoMember2020-01-012020-12-310000911971tk:FpsoMember2019-01-012019-12-310000911971tk:TeekayParentMember2020-01-012020-12-310000911971tk:SeniorNotesdue2022Member2019-05-012019-05-310000911971tk:SeniorNotesDue2020Member2019-05-310000911971tk:SeniorNotesDue2020Member2019-01-012019-12-310000911971us-gaap:ForeignExchangeForwardMember2021-12-310000911971us-gaap:InterestRateSwapMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-12-310000911971us-gaap:InterestRateSwapMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-12-310000911971us-gaap:InterestRateSwapMembersrt:MinimumMember2021-12-310000911971srt:MaximumMemberus-gaap:InterestRateSwapMember2021-12-310000911971tk:AlteraMembertk:BrookfieldBusinessPartnersL.P.Memberus-gaap:WarrantMember2019-05-080000911971tk:AlteraMembertk:SeriesDWarrantMember2019-05-080000911971us-gaap:NondesignatedMembertk:GoodwillIntangiblesAndOtherNonCurrentAssetsMemberus-gaap:ForeignExchangeForwardMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:DerivativeMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2021-12-310000911971us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-12-310000911971us-gaap:NondesignatedMemberus-gaap:InterestRateSwapMembertk:GoodwillIntangiblesAndOtherNonCurrentAssetsMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:NondesignatedMemberus-gaap:InterestRateSwapMembertk:AccruedInterestMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:NondesignatedMemberus-gaap:InterestRateSwapMember2021-12-310000911971us-gaap:NondesignatedMemberus-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-12-310000911971us-gaap:NondesignatedMembertk:GoodwillIntangiblesAndOtherNonCurrentAssetsMembertk:FreightForwardAgreementsMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:DerivativeMemberus-gaap:NondesignatedMembertk:FreightForwardAgreementsMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:NondesignatedMembertk:FreightForwardAgreementsMember2021-12-310000911971us-gaap:NondesignatedMemberus-gaap:OtherNoncurrentLiabilitiesMembertk:FreightForwardAgreementsMember2021-12-310000911971tk:GoodwillIntangiblesAndOtherNonCurrentAssetsMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:DerivativeMember2021-12-310000911971tk:AccruedLiabilitiesAndOtherMember2021-12-310000911971us-gaap:OtherNoncurrentLiabilitiesMember2021-12-310000911971us-gaap:NondesignatedMemberus-gaap:InterestRateSwapMembertk:GoodwillIntangiblesAndOtherNonCurrentAssetsMember2020-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:DerivativeMemberus-gaap:NondesignatedMemberus-gaap:InterestRateSwapMember2020-12-310000911971tk:AccruedLiabilitiesAndOtherMemberus-gaap:NondesignatedMemberus-gaap:InterestRateSwapMember2020-12-310000911971us-gaap:NondesignatedMemberus-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMember2020-12-310000911971us-gaap:InterestRateSwapMembertk:RealizedGainLossOnDerivativeInstrumentsMember2021-01-012021-12-310000911971us-gaap:InterestRateSwapMembertk:RealizedGainLossOnDerivativeInstrumentsMember2020-01-012020-12-310000911971us-gaap:InterestRateSwapMembertk:RealizedGainLossOnDerivativeInstrumentsMember2019-01-012019-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2021-01-012021-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2020-01-012020-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2019-01-012019-12-310000911971us-gaap:WarrantMembertk:RealizedGainLossOnDerivativeInstrumentsMember2021-01-012021-12-310000911971us-gaap:WarrantMembertk:RealizedGainLossOnDerivativeInstrumentsMember2020-01-012020-12-310000911971us-gaap:WarrantMembertk:RealizedGainLossOnDerivativeInstrumentsMember2019-01-012019-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2021-01-012021-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2020-01-012020-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2019-01-012019-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMember2021-01-012021-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMember2020-01-012020-12-310000911971tk:RealizedGainLossOnDerivativeInstrumentsMember2019-01-012019-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:InterestRateSwapMember2021-01-012021-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:InterestRateSwapMember2020-01-012020-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:InterestRateSwapMember2019-01-012019-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2021-01-012021-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2020-01-012020-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:ForeignExchangeForwardMember2019-01-012019-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:WarrantMember2021-01-012021-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:WarrantMember2020-01-012020-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMemberus-gaap:WarrantMember2019-01-012019-12-310000911971tk:TimeCharterSwapMembertk:UnrealizedGainLossOnDerivativeInstrumentsMember2021-01-012021-12-310000911971tk:TimeCharterSwapMembertk:UnrealizedGainLossOnDerivativeInstrumentsMember2020-01-012020-12-310000911971tk:TimeCharterSwapMembertk:UnrealizedGainLossOnDerivativeInstrumentsMember2019-01-012019-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2021-01-012021-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2020-01-012020-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMembertk:FreightForwardAgreementsMember2019-01-012019-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMember2021-01-012021-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMember2020-01-012020-12-310000911971tk:UnrealizedGainLossOnDerivativeInstrumentsMember2019-01-012019-12-310000911971tk:SuezmaxTankersMemberus-gaap:SubsequentEventMember2022-02-100000911971tk:March2022SaleLeasebackMemberus-gaap:SubsequentEventMember2022-03-310000911971us-gaap:CashAndCashEquivalentsMember2021-12-310000911971us-gaap:CashAndCashEquivalentsMember2020-12-310000911971us-gaap:CashAndCashEquivalentsMember2019-12-310000911971tk:RestrictedCashMember2021-12-310000911971tk:RestrictedCashMember2020-12-310000911971tk:RestrictedCashMember2019-12-310000911971tk:ShuttleTankersMember2020-12-310000911971tk:FinanceLeaseObligationsMembertk:ToledoSpiritMember2019-01-012019-12-310000911971tk:BahrainLngJointVentureMembertk:SeapeakMember2019-12-310000911971tk:BahrainLngJointVentureMembertk:SeapeakMember2019-11-140000911971tk:BahrainLngJointVentureMembertk:SeapeakMember2019-11-142019-11-140000911971tk:TeekayParentMembertk:FpsoMembertk:FpsoMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:FpsoMembertk:FpsoMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:FpsoMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:FpsoMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:FpsoMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:Fpso2Membertk:TeekayParentMembertk:FpsoMember2019-01-012019-12-310000911971tk:TeekayParentMembertk:PetrojarlFoinavenFPSOMembertk:OffshoreProductionMember2021-01-012021-12-310000911971tk:TeekayParentMembertk:PetrojarlFoinavenFPSOMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:TeekayParentMembertk:PetrojarlFoinavenFPSOMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:FsoMembertk:TeekayParentMembertk:OperatingRightOfUseAssetMemberus-gaap:AllOtherSegmentsMember2021-01-012021-12-310000911971tk:FsoMembertk:TeekayParentMembertk:OperatingRightOfUseAssetMemberus-gaap:AllOtherSegmentsMember2020-01-012020-12-310000911971tk:FsoMembertk:TeekayParentMembertk:OperatingRightOfUseAssetMemberus-gaap:AllOtherSegmentsMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankersMembertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankersMembertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankersMembertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:LR2TankerMembertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:LR2TankerMembertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:LR2TankerMembertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMembertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMembertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:AframaxTankerMembertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:AframaxTanker2Membertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:AframaxTanker2Membertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:AframaxTanker2Membertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:AframaxTanker3Membertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:AframaxTanker3Membertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:AframaxTanker3Membertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:ConventionalTankersMembertk:AframaxTanker4Member2020-01-012020-12-310000911971tk:TeekayTankersMembertk:ConventionalTankersMembertk:AframaxTanker4Member2021-01-012021-12-310000911971tk:TeekayTankersMembertk:ConventionalTankersMembertk:AframaxTanker4Member2019-01-012019-12-310000911971tk:TeekayTankersMembertk:ShipToShipTransferBusinessMembertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:ShipToShipTransferBusinessMembertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:ShipToShipTransferBusinessMembertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers2Membertk:TankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers2Membertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers2Membertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers2Membertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers3Membertk:TankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers3Membertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers3Membertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankers3Membertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:OperatingRightOfUseAssetMembertk:ConventionalTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:OperatingRightOfUseAssetMembertk:ConventionalTankersMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:OperatingRightOfUseAssetMembertk:ConventionalTankersMember2019-01-012019-12-310000911971tk:FpsoMembertk:OffshoreProductionMember2019-01-012019-12-310000911971tk:FpsoMembertk:OffshoreProductionMember2020-01-012020-12-310000911971tk:PetrojarlFoinavenFPSOMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:SuezmaxTankersMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:LR2TankerMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:SuezmaxAframaxAndLR2VesselsMember2021-01-012021-12-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMembertk:AframaxTankerMember2022-03-012022-03-310000911971tk:TeekayTankersMembertk:SuezmaxTankersMemberus-gaap:SubsequentEventMember2022-01-012022-01-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMembertk:SuezmaxTankerMember2022-01-012022-01-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMembertk:AframaxTankerMember2022-01-012022-01-310000911971tk:TeekayTankersMembertk:AframaxTanker3Member2021-02-012021-02-280000911971tk:TeekayTankersMembertk:AframaxTanker4Member2021-01-012021-12-310000911971tk:TeekayTankersMembertk:ConventionalTankersMembertk:AframaxTanker4Member2021-07-012021-09-300000911971tk:TeekayTankersMembertk:TankersMembertk:ShipToShipTransferBusinessMember2020-01-012020-12-310000911971country:NO2021-12-310000911971country:NO2021-01-012021-12-310000911971us-gaap:ForeignCountryMember2020-01-012020-12-310000911971us-gaap:SettlementWithTaxingAuthorityMember2020-01-012020-12-310000911971us-gaap:SettlementWithTaxingAuthorityMember2020-08-012020-08-310000911971us-gaap:SettlementWithTaxingAuthorityMember2021-06-012021-06-300000911971tk:TeekayTankersMembertk:HighqJointVentureMember2021-12-310000911971tk:TeekayTankersMembertk:VeryLargeCrudeCarriersMembertk:HighqJointVentureMember2021-12-310000911971tk:HighqJointVentureMember2021-12-310000911971tk:HighqJointVentureMember2020-12-310000911971tk:TeekayTankersMembertk:HighqJointVentureMember2021-01-012021-12-310000911971tk:TeekayTankersMembertk:HighqJointVentureMember2020-01-012020-12-310000911971tk:TeekayTankersMembertk:HighqJointVentureMember2019-01-012019-12-310000911971tk:TeekayTankersMembertk:HighqJointVentureMember2020-12-310000911971srt:MinimumMember2021-12-310000911971srt:MaximumMember2021-12-310000911971tk:CashAndRestrictedCashMember2021-12-310000911971tk:CashAndRestrictedCashMember2020-12-310000911971us-gaap:OtherCurrentAssetsMember2021-12-310000911971us-gaap:OtherCurrentAssetsMember2020-12-310000911971us-gaap:PropertyPlantAndEquipmentOtherTypesMember2021-12-310000911971us-gaap:PropertyPlantAndEquipmentOtherTypesMember2020-12-310000911971tk:NetInvestmentInDirectFinancingLeasesMember2021-12-310000911971tk:NetInvestmentInDirectFinancingLeasesMember2020-12-310000911971us-gaap:OtherNoncurrentAssetsMember2021-12-310000911971us-gaap:OtherNoncurrentAssetsMember2020-12-310000911971tk:ShortTermDebtAndFinanceLeaseObligationsCurrentPortionMember2021-12-310000911971tk:ShortTermDebtAndFinanceLeaseObligationsCurrentPortionMember2020-12-310000911971us-gaap:OtherCurrentLiabilitiesMember2021-12-310000911971us-gaap:OtherCurrentLiabilitiesMember2020-12-310000911971tk:LongTermDebtAndFinanceLeaseObligationsMember2021-12-310000911971tk:LongTermDebtAndFinanceLeaseObligationsMember2020-12-310000911971us-gaap:OtherNoncurrentLiabilitiesMember2020-12-310000911971us-gaap:SubsequentEventMembertk:GeneralPartnerOfSeapeakMemberus-gaap:CommonClassAMember2022-01-130000911971us-gaap:SubsequentEventMember2022-01-012022-01-310000911971us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMember2022-01-120000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2022-01-012022-01-310000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2022-01-120000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMembertk:AframaxTankerMember2022-01-012022-03-310000911971tk:TeekayTankersMemberus-gaap:SubsequentEventMember2022-01-012022-03-310000911971tk:March2022SaleLeasebackMembertk:TeekayTankersMemberus-gaap:SubsequentEventMember2022-03-012022-03-310000911971tk:March2022SaleLeasebackMembertk:TeekayTankersMemberus-gaap:SubsequentEventMembersrt:MinimumMember2022-03-012022-03-310000911971tk:March2022SaleLeasebackMembertk:TeekayTankersMemberus-gaap:SubsequentEventMembersrt:MaximumMember2022-03-012022-03-310000911971tk:March2022SaleLeasebackMemberus-gaap:SubsequentEventMember2022-03-012022-03-310000911971srt:ParentCompanyMember2021-12-310000911971srt:ParentCompanyMember2020-12-310000911971srt:ParentCompanyMember2021-01-012021-12-310000911971srt:ParentCompanyMember2020-01-012020-12-310000911971srt:ParentCompanyMember2019-01-012019-12-310000911971tk:TeekayParentMember2021-01-012021-12-310000911971tk:TeekayParentMember2020-01-012020-12-310000911971tk:TeekayParentMember2019-01-012019-12-310000911971srt:ParentCompanyMember2019-12-310000911971srt:ParentCompanyMember2018-12-310000911971tk:TeekayCorporationMember2021-01-012021-12-310000911971tk:SeniorNotesdue2022Membersrt:ParentCompanyMember2021-12-310000911971tk:SeniorNotesdue2022Membersrt:ParentCompanyMember2020-12-310000911971us-gaap:SeniorNotesMembersrt:ParentCompanyMember2021-12-310000911971us-gaap:SeniorNotesMembersrt:ParentCompanyMember2020-12-310000911971tk:ConvertibleSeniorNotesdue2023Membersrt:ParentCompanyMember2021-12-310000911971tk:ConvertibleSeniorNotesdue2023Membersrt:ParentCompanyMember2020-12-310000911971us-gaap:SeniorNotesMembersrt:ParentCompanyMember2019-05-310000911971us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMembersrt:ParentCompanyMember2021-01-012021-12-310000911971us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMembersrt:ParentCompanyMember2021-01-012021-12-310000911971us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodFourMembersrt:ParentCompanyMember2021-01-012021-12-310000911971us-gaap:ConvertibleDebtMemberus-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2018-01-260000911971us-gaap:ConvertibleDebtMembersrt:ParentCompanyMembertk:Per1000PrincipalAmountMember2018-01-262018-01-260000911971us-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMembersrt:ParentCompanyMember2022-02-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 20-F
 ____________________________________
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report                     
For the transition period from                      to                     
Commission file number 1-12874
 ____________________________________
TEEKAY CORPORATION
(Exact name of Registrant as specified in its charter)
 ____________________________________
Republic of The Marshall Islands
(Jurisdiction of incorporation or organization)
Not Applicable
(Translation of Registrant’s name into English)
4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
Telephone: (441) 298-2530
(Address and telephone number of principal executive offices)

N. Angelique Burgess
4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
Telephone: (441298-2530
Fax: (441) 292-3931
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered, or to be registered, pursuant to Section 12(b) of the Act.
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.001 per shareTKNew York Stock Exchange


Securities registered, or to be registered, pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
 ____________________________________
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
101,571,141 shares of Common Stock, par value of $0.001 per share.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ¨   No  ý
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes  ¨   No  ý
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  ☒   No  ☐
Indicate by check mark whether the registrant (1) has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ý   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer", "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer  ¨                 Accelerated Filer  ý                 Non-Accelerated Filer  ¨ Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes  ý    No  ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAPxInternational Financial Reporting Standards as issued by the International Accounting Standards Board¨Other¨
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    Item 17  ¨    Item 18  ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ý

Auditor Name:    KPMG LLP    Auditor Location:    Vancouver BC, Canada    Auditor Firm ID:    85


TEEKAY CORPORATION
INDEX TO REPORT ON FORM 20-F
INDEX
PAGE
Item 1.
Item 2.
Item 3.
Item 4.
A.
B.
C.
D.
E.
1.
2.
3.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
3

Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H.
Item 17.
Item 18.
Item 19.

4

PART I
This annual report of Teekay Corporation on Form 20-F for the year ended December 31, 2021 (or Annual Report) should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report.

Unless otherwise indicated, references in this Annual Report to “Teekay,” “the Company,” “we,” “us” and “our” and similar terms refer to Teekay Corporation and its subsidiaries. References in this Annual Report to "Teekay Tankers" refer to Teekay Tankers Ltd. (NYSE: TNK). In addition, references in this Annual Report to "Altera" refer to Altera Infrastructure L.P., previously known as Teekay Offshore Partners L.P. (NYSE: TOO), which was a subsidiary of Teekay Corporation until September 2017, and an equity-accounted investment until May 2019, and to "Seapeak" refer to Seapeak LLC (NYSE: SEAL), previously known as Teekay LNG Partners L.P. (NYSE: TGP) (or Teekay LNG Partners), which was a subsidiary of Teekay Corporation until January 2022. References to the “Teekay Gas Business” refer to the following, prior to their sale by Teekay to Stonepeak Partners L.P. and Seapeak in January 2022: Teekay’s general partner interest in Teekay LNG Partners; all of Teekay LNG Partners’ common units held by Teekay; and certain subsidiaries of Teekay that collectively contained the shore-based management operations of Teekay LNG Partners and certain of its joint ventures.

The sale of the Teekay Gas Business by Teekay occurred on January 13, 2022. The presentation of certain information in the Company’s consolidated financial statements included in this Annual Report reflect that the Teekay Gas Business is a discontinued operation of the Company. See "Item 18 – Financial Statements: Note 23 - Discontinued Operations” and "Item 18 – Financial Statements: Note 24 - Subsequent Events” for further information.

In addition to historical information, this Annual Report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements relate to future events and our operations, objectives, expectations, performance, financial condition and intentions. When used in this Annual Report, the words “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Annual Report include, in particular, statements regarding:

our future financial condition and results of operations and our future revenues, expenses and capital expenditures, and our expected financial flexibility and sources of liquidity to pursue capital expenditures, acquisitions and other expansion opportunities, including vessel acquisitions;
our dividend policy and our ability to pay cash dividends on our shares of common stock or any increases in quarterly distributions, and the distribution and dividend policies of our publicly-listed subsidiary, Teekay Tankers, including any increases in distribution or dividend levels of Teekay Tankers;
our liquidity needs and meeting our going concern requirements, including our working capital deficit, anticipated funds and sources of financing for liquidity needs and the sufficiency of cash flows, and our estimation that we will have sufficient liquidity for at least the next 12 months;
our ability and plans to obtain financing for new projects and commitments, refinance existing debt obligations and fulfill our debt obligations;
our plans for Teekay Parent, which excludes our interests in Teekay Tankers and includes Teekay Corporation and its remaining subsidiaries, to reduce or eliminate operational risk in any floating production, storage and offloading (or FPSO) units and to increase its intrinsic value per share;
the expected scope, duration and effects of the novel coronavirus pandemic and the unfolding geopolitical crisis between Ukraine and Russia, including its impact on global supply and demand for crude oil and petroleum products and fleet utilization, and the consequences of any future epidemic or pandemic crises or geopolitical tensions;
conditions and fundamentals of the markets in which we operate, including the balance of supply and demand in these markets and charter and spot rates, estimated growth in world fleets and vessel scrapping, and oil production, refinery capacity and competition for providing services;
our expectations regarding tax liabilities, including whether applicable tax authorities may agree with our tax positions, including whether or not we qualify as a passive foreign investment company;
our expectations regarding the effect of economic substance regulations in the Marshall Islands and Bermuda and their future status under those regulations;
our expectations as to the useful lives of our vessels;
our future growth prospects and competitive position;
the impact of future changes in the demand for and price of oil;
expected costs, capabilities, acquisitions and conversions, and the commencement of any related charters or other contracts;
our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charter or on short-term charter contracts;
our expectations regarding customer payments, including the ability of our customers to make charter payments to us;
the status and outcome of any pending legal claims, actions or disputes;
Teekay Tankers’ expected recovery of fuel price increases from the charterers of its vessels through higher rates for voyage charters;
the future valuation or impairment of our assets, including goodwill;
our expectations and estimates regarding future charter business, with respect to minimum charter hire payments, revenues and our vessels' ability to perform to specifications and maintain their hire rates in the future;
5

our compliance with financing agreements and the expected effect of restrictive covenants in such agreements;
operating expenses, availability of crew and crewing costs, number of off-hire days, drydocking requirements and durations and the adequacy and cost of insurance, and expectations as to cost-saving initiatives;
the effectiveness of our risk management policies and procedures and the ability of the counterparties to our derivative and other contracts to fulfill their contractual obligations;
the impact on us and the shipping industry of environmental liabilities and developments, including climate change;
the impact of any sanctions on our operations and our ongoing compliance with such sanctions;
the impact of the invasion of Ukraine by Russia on the economy, our industry and our business, including as the result of sanctions on Russian companies and individuals;
the expected impact of the cessation of the London Inter-Bank Offered Rate (or LIBOR) or the adoption of the “Poseidon Principles” by financial institutions;
the impact and expected cost of, and our ability to comply with, new and existing governmental regulations and maritime self-regulatory organization standards applicable to our business, including, among others, the expected cost to install ballast water treatment systems (or BWTS) on our vessels;
the impact of increasing scrutiny and changing expectations from investors, lenders, customers and other stakeholders with respect to environmental, social and governance (or ESG) policies and practices, and the Company’s ability to meet its corporate ESG goals;
our ability to obtain all permits, licenses and certificates with respect to the conduct of our operations;
the expectations as to the chartering of unchartered vessels;
our entering into joint ventures or partnerships with companies;
our hedging activities relating to foreign exchange, interest rate and spot market risks, and the effects of fluctuations in foreign currency exchange, interest rate and spot market rates on our business and results of operations;
the potential impact of new accounting guidance or the adoption of new accounting standards;
our potential need to renew portions of our tanker fleet; and
our business strategy and other plans and objectives for future operations, including, among others, our pursuit of investment opportunities in the shipping sector and potentially in new and adjacent markets.
Forward-looking statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, those factors discussed below in “Item 3 – Key Information – Risk Factors” and other factors detailed from time to time in other reports we file with the U.S. Securities and Exchange Commission (or the SEC).
We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise. You should carefully review and consider the various disclosures included in this Annual Report and in our other filings made with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
Item 1.Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2.Offer Statistics and Expected Timetable
Not applicable.
Item 3.Key Information
Risk Factors
Some of the risks summarized below and discussed in greater detail in the following pages relate principally to the industries in which we operate and to our business in general. Other risks relate principally to the securities market and to ownership of our common stock. The occurrence of any of the events described in this section could materially and adversely affect our business, financial condition, operating results and ability to pay dividends on, and the trading price of our public debt and common stock.
Risk Factor Summary
Risks Related to Our Industry
Changes in the oil markets could result in decreased demand for our vessels and services.
The cyclical nature of the tanker industry may lead to volatile changes in charter rates and significant fluctuations in the utilization of our vessels.
6

High oil prices could negatively impact tanker freight rates.
A decline in oil prices may adversely affect our growth prospects and results of operations.
Marine transportation is inherently risky, and an incident involving loss or damage to a vessel, significant loss of product or environmental contamination by any of our vessels could harm our reputation and business.
The novel coronavirus (or COVID-19) pandemic is dynamic. The continuation of this pandemic, and the emergence of other epidemic or pandemic crises, could have material adverse effects on our business, results of operations, or financial condition.
Terrorist attacks, increased hostilities, political change, or war, including the unfolding war and geopolitical crisis between Ukraine and Russia, could lead to further economic instability, increased costs and business disruption.
Acts of piracy on ocean-going vessels continue to be a risk, which could adversely affect our business.
Risks Related to Our Business
Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.
Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.
The intense competition in our markets may lead to reduced profitability or reduced expansion opportunities.
The loss of any key customer or its inability to pay for our services could result in a significant loss of revenue in a given period.
Our ability to repay or refinance debt obligations and to fund capital expenditures will depend on certain financial, business and other factors, many of which are beyond our control. We will need to obtain additional financing, which financing may limit our ability to make cash dividends and distributions, increase our financial leverage and result in dilution to our equityholders.
Charter rates for conventional oil and product tankers may fluctuate substantially over time and may be lower when we are attempting to re-charter these vessels.
Changes in market conditions may limit our access to capital and our growth.
Declining market values of our vessels could adversely affect our liquidity and result in breaches of our financing agreements.
Over time, the value of our vessels may decline, which could result in both write-downs and an adverse effect on our operating results.
We have recognized asset impairments in the past and we may recognize additional impairments in the future.
Teekay Tankers anticipates that it may need to accelerate its fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which it anticipates will require significant expenditures.
Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.
We are green-recycling one FPSO unit and plan to decommission and/or green-recycle our remaining FPSO units, which are scheduled to generate limited additional revenue and for which we may be required to incur significant costs.
Teekay Tankers has substantial debt levels and may incur additional debt.
Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results.
Use of LIBOR is currently scheduled to cease, and interest rates on our LIBOR-based obligations may increase in the future.
Financing agreements containing operating and financial restrictions may restrict our business and financing activities.
Our and many of our customers’ substantial operations outside the United States expose us and them to political, governmental and economic instability.
Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow.
Many of our seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows.
We may be unable to attract and retain qualified, skilled employees or crew to operate our business.
Exposure to currency exchange rate fluctuations results in fluctuations in our cash flows and operating results.
Our operating results are subject to seasonal fluctuations.
We may be unable to realize benefits from acquisitions and growth through acquisitions may harm our financial condition and performance.
Teekay Tankers may expend substantial sums during the construction of future potential newbuildings or upgrades to their existing vessels, without earning revenue and without assurance that they will be completed.
Teekay Tankers’ U.S. Gulf lightering business competes with alternative methods of delivering crude oil to ports, which may limit its earnings in this area of its operations.
Teekay Tankers’ full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.

7

Legal and Regulatory Risks
We are bound to adhere to sanctions from many jurisdictions, including the United States, United Kingdom, European Union and Canada, due to our domicile and location of offices.
Past port calls by our vessels or third-party vessels participating in Revenue Sharing Agreements (or RSAs) to countries that are subject to sanctions imposed by the United States, European Union and the United Kingdom could harm our business.
Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.
The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks.
Regulations relating to ballast water discharge may adversely affect our operational results and financial condition.
Our operations may be subject to economic substance requirements in the Marshall Islands and other offshore jurisdictions.
Information and Technology Risks
A cyber-attack could materially disrupt our business.
Our failure to comply with data privacy laws could damage our customer relationships and expose us to litigation risks and potential fines.
Risks Related to an Investment in Our Securities
Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.
Tax Risks
U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.
We are subject to taxes. The imposition of taxes, including as a result of a change in tax law or accounting requirements, may reduce our cash available for distribution to shareholders.
Risks Related to Our Industry
Changes in the oil markets could result in decreased demand for our vessels and services.

Demand for our vessels and services in transporting oil depends upon world and regional oil markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition and results of operations. Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of oil, including competition from alternative energy sources. Past slowdowns of the U.S. and world economies have resulted in reduced consumption of oil products and decreased demand for our vessels and services, which reduced vessel earnings. Additional slowdowns could have similar effects on our operating results and may limit our ability to expand our fleet.

The cyclical nature of the tanker industry and inflation may adversely affect our earnings and profitability. The cyclical nature may also lead to volatile changes in charter rates and significant fluctuations in the utilization of our vessels.

Historically, the tanker industry has been cyclical, experiencing volatility in profitability due to changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. The cyclical nature of the tanker industry, as well as inflation, may cause significant increases or decreases in our earnings and profitability we earn from our vessels. The cyclical nature of the tanker industry may also cause significant increases or decreases in the value of our vessels. If the tanker market is depressed, our earnings may decrease, particularly with respect to the conventional tanker vessels owned by Teekay Tankers, which accounted for approximately 79% and 77% of our consolidated revenues from continuing operations during 2021 and 2020, respectively. These vessels are primarily employed on the spot-charter market, which is highly volatile and fluctuates based upon tanker and oil supply and demand. Declining spot rates in a given period generally will result in corresponding declines in operating results for that period. The successful operation of our vessels in the spot-charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. Future spot rates may not be sufficient to enable our vessels trading in the spot tanker market to operate profitably or to provide sufficient cash flow to service our debt obligations. The factors affecting the supply of and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

Factors that influence demand for tanker capacity include:

demand for oil and oil products;
supply of oil and oil products;
regional availability of refining capacity;
global and regional economic and political conditions;
8

the distance oil and oil products are to be moved by sea;
demand for floating storage of oil; and
changes in seaborne and other transportation patterns.

Factors that influence the supply of tanker capacity include:

the number of newbuilding deliveries;
the scrapping rate of older vessels;
conversion of tankers to other uses;
the number of vessels that are out of service; and
environmental concerns and regulations.

Changes in demand for transportation of oil over longer distances and in the supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. Following our sale of the Teekay Gas Business, which operated primarily under long-term, fixed-rate charter contracts, our revenues will be more volatile and dependent on revenues generated by our tanker fleet.

High oil prices could negatively impact tanker freight rates.

Global crude oil prices increased through the course of 2021 and reached a seven-year high in January 2022. High oil prices could negatively impact tanker freight rates due to reduced oil demand, higher operating costs as a result of increased bunker prices, and weaker refining margins.

A decline in oil prices may adversely affect our growth prospects and results of operations.

Low oil prices may adversely affect energy and capital markets and available sources of financing for our capital expenditures and debt repayment obligations. A sustained low energy price environment may adversely affect our business, results of operations and financial condition and our ability to make cash distributions, as a result of a number of factors, some of which may be beyond our control, including:

the termination of production of oil at the fields we service;
lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us upon redeployment of our vessels following expiration or termination of existing contracts or upon the initial chartering of vessels, or which may result in extended periods of our vessels being idle between contracts;
customers potentially seeking to renegotiate or terminate existing vessel contracts, failing to extend or renew contracts upon expiration, or seeking to negotiate cancelable contracts;
the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or
declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings.

Marine transportation is inherently risky, and an incident involving loss or damage to a vessel, significant loss of product or environmental contamination by any of our vessels could harm our reputation and business.

Our vessels, crew and cargoes are at risk of being damaged, injured or lost because of events such as:

marine disasters;
bad weather or natural disasters;
mechanical or electrical failures;
grounding, capsizing, fire, explosions and collisions;
piracy (hijacking and kidnapping);
cyber-attack;
acute-onset illness in connection with global or regional pandemics or similar public health crises;
mental health of crew members;
human error; and
war and terrorism.

An accident involving any of our vessels could result in any of the following:

significant litigation with our customers or other third parties;
death or injury to persons, loss of property or damage to the environment and natural resources;
delays in the delivery of cargo;
9

liabilities or costs to recover any spilled oil and to restore the environment affected by the spill;
loss of revenues from charters;
governmental fines, penalties or restrictions on conducting business;
higher insurance rates; and
damage to our reputation and customer relationships generally.

Any of these events could have a material adverse effect on our business, financial condition and operating results. In addition, any damage to, or environmental contamination involving, oil production facilities serviced by our vessels could result in the suspension or curtailment of operations by our customers, which would in turn result in loss of revenues.

The COVID-19 pandemic is dynamic. The continuation of this pandemic, and the emergence of other epidemic or pandemic crises, could have material adverse effects on our business, results of operations, or financial condition.

The novel coronavirus pandemic is dynamic, including the development of variants of the virus, and its ultimate scope, duration and effects are uncertain. We expect that this pandemic, and any future epidemic or pandemic crises, will result in direct and indirect adverse effects on our industry and customers, which in turn may impact our business, results of operations and financial condition. The pandemic has resulted and may continue to result in a significant decline in global demand for crude oil and petroleum products. As our business includes the transportation of oil and petroleum products on behalf of our customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services. COVID-19 has been a contributing factor to the decline in spot tanker rates and short-term time charter rates since May 2020 and has also increased certain crewing-related costs, which has reduced our cash flows, and was a contributing factor to the non-cash write-down of certain tankers owned by Teekay Tankers and one FPSO unit, as described in "Item 18 – Financial Statements: Note 18 - (Write-down) and Gain (Loss) on Sale".

Other effects of the current pandemic include, or may include, among others:

disruptions to our operations as a result of the potential health impact on our employees and crew, and on the workforces of our customers and business partners;
disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions (including for any of our onshore personnel or any of our crew members to timely embark or disembark from our vessels), increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements;
supply chain and other business disruptions from, or additional costs related to, a limited supply of labor, parts or goods;
potential delays in the loading and discharging of cargo on or from our vessels, and any related off hire due to quarantine, worker health, or regulations, which in turn could disrupt our operations and result in a reduction of revenue;
potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, scheduled or unscheduled maintenance or modifications, or dry docking of, our vessels (including the currently scheduled dry docks for 10 of Teekay Tankers' vessels in 2022), as a result of a lack of berths available by shipyards from a shortage in labor or due to other business disruptions;
potential delays in vessel inspections and related certifications by class societies, customers or government agencies;
potential reduced cash flows and financial condition, including potential liquidity constraints;
reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to declines in global financial markets, including to the prices of publicly-traded equity securities of us, our peers and of listed companies generally;
a reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels;
a decline in the market value of our vessels, which may cause us to (a) incur additional impairment charges or (b) breach certain covenants under our financing agreements (including our secured credit facility agreements and financial leases) relating to vessel-to-loan covenants; and
potential deterioration in the financial condition and prospects of our customers or the third-party owners whose ships we commercially manage, or attempts by charterers, suppliers or receivers to invoke force majeure contractual clauses as a result of delays or other disruptions.
Although disruption and effects from the COVID-19 pandemic may be moderated by vaccines, given the dynamic nature of these circumstances and the worldwide nature of our business and operations, the duration of any potential business disruption and the related potential financial impact to us cannot be reasonably estimated at this time but could materially affect our business, results of operations and financial condition in the future.

Terrorist attacks, increased hostilities, political change, or war could lead to further economic instability, increased costs, and business disruption.

Terrorist attacks, and current or future conflicts in Ukraine, the Middle East, Libya, East Asia, South East Asia, West Africa and elsewhere, and political change, may adversely affect our business, operating results, financial condition, and ability to raise capital and fund future growth. Recent hostilities in Ukraine, the Middle East - especially among Qatar, Saudi Arabia, the United Arab Emirates, Yemen (Red Sea and Gulf of Aden Area), or Iran - and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States or elsewhere,
10

which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services and have an adverse impact on our operations and our ability to conduct business.

Furthermore, Russia’s recent invasion of Ukraine, in addition to sanctions announced in February and March 2022 by President Biden and several European and world leaders and nations against Russia and any further sanctions, may also adversely impact our business given Russia’s role as a major global exporter of crude oil. Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the United States or other countries against Russia, companies with Russian connections or the Russian energy sector and harmed by any retaliatory measures by Russia or other countries in response. While much uncertainty remains regarding the global impact of Russia’s invasion of Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. In addition, it is possible that third parties with which we have charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations and financial condition.

In addition, oil facilities, shipyards, vessels, pipelines, oil fields or other infrastructure could be targets of future terrorist attacks or warlike operations and our vessels could be targets of hijackers, terrorists, or warlike operations; the conflict in Ukraine has recently resulted in missile attacks on commercial vessels in the Black Sea. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations. Terrorist attacks, war, hijacking or other events beyond our control that adversely affect the distribution, production or transportation of oil to be shipped by us could entitle customers to terminate charters which would harm our cash flow and business.

Acts of piracy on ocean-going vessels continue to be a risk, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, Gulf of Guinea and the Indian Ocean off the coast of Somalia. While there continues to be a significant risk of piracy incidents in the Southern Red Sea, Gulf of Aden and Indian Ocean, recently there have been increases in the frequency and severity of piracy incidents off the coast of West Africa and a resurgent risk of piracy and/or armed robbery in the Straits of Malacca, Sulu & Celebes Sea, Gulf of Mexico and surrounding waters. If these piracy attacks result in regions in which our vessels are deployed being named on the Joint War Committee Listed Areas, war risk insurance premiums payable for such coverage may increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which are incurred to the extent we employ on-board security guards and escort vessels, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

Risks Related to Our Business

Economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.

Economic downturns and financial crises in the global markets could produce illiquidity in the capital markets, market volatility, heightened exposure to interest rate and credit risks, and reduced access to capital markets. If global financial markets and economic conditions significantly deteriorate in the future, we may face restricted access to the capital markets or bank lending, which may make it more difficult and costly to fund future growth. Decreased access to such resources could have a material adverse effect on our business, financial condition and results of operations.

Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.

Economic downturns in the global financial markets or economy generally may lead to a decline in our customers’ operations or ability to pay for our services, which could result in decreased demand for our vessels and services. Our customers’ inability to pay could also result in their default on our current contracts and charters. A decline in the amount of services requested by our customers or their default on our contracts with them could have a material adverse effect on our business, financial condition and results of operations.

The intense competition in our markets may lead to reduced profitability or reduced expansion opportunities.

Our vessels operate in highly competitive markets. Competition arises primarily from other vessel owners, including major oil companies and independent companies. We also compete with owners of other size vessels. Our market share is insufficient to enforce any degree of pricing discipline in the markets in which we operate, and our competitive position may erode in the future. Any new markets that we enter could include participants that have greater financial strength and capital resources than we have. We may not be successful in entering new markets.

The loss of any key customer or its inability to pay for our services could result in a significant loss of revenue in a given period.

We have derived, and believe that we will continue to derive, a significant portion of our revenues from a limited number of customers. No customer accounted for over 10% of our consolidated revenues from continuing operations during 2021 and 2020 (2019 – one customer for 13% or $160 million). The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer, or the inability of a significant customer to pay for our services, could have a material adverse effect on our business, financial condition and results of operations.

We could lose a customer or the benefits of a contract if:

the customer fails to make payments because of its financial inability, disagreements with us or otherwise;
we agree to reduce the payments due to us under a contract because of the customer’s inability to continue making the original payments;
upon our breach of the relevant contract, the customer exercises certain rights to terminate the contract;
11

the customer terminates the contract because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire, or we default under the contract;
under some of our contracts, the customer terminates the contract because of the termination of the customer's sales agreement or a prolonged force majeure affecting the customer, including damage to or destruction of relevant facilities, war or political unrest preventing us from performing services for that customer; or
the customer becomes subject to applicable sanctions laws which prohibit our ability to lawfully charter our vessel to such customer.

If we lose a key customer, we may be unable to obtain replacement long-term charters. If a customer exercises its right under some charters to purchase the vessel, or terminate the charter, we may be unable to acquire an adequate replacement vessel or charter. Any replacement newbuilding would not generate revenues during its construction and we may be unable to charter any replacement vessel on terms as favorable to us as those of the terminated charter.

The loss of any of our significant customers or a reduction in revenues from them could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends and service our debt.

Our ability to repay or refinance debt obligations and to fund capital expenditures will depend on certain financial, business and other factors, many of which are beyond our control. We will need to obtain additional financing, which financing may limit our ability to make cash dividends and distributions, increase our financial leverage and result in dilution to our equityholders.

To fund existing and future debt obligations and capital expenditures and to meet the minimum liquidity requirements under the financial covenants in our credit facilities, we may be required to obtain additional sources of financing, in addition to amounts generated from operations. These anticipated sources of financing include raising additional debt and capital, including equity issuances.

Our ability to obtain external financing may be limited by our financial condition at the time of any such financing as well as by adverse market conditions in general. Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash dividends or distributions to security holders or operate our businesses as currently conducted. In addition, issuing additional equity securities may result in significant equityholder dilution and would increase the aggregate amount of cash required to maintain quarterly dividends and distributions. The sale of certain assets will reduce cash from operations and the cash available for distribution to equityholders. For more information on our liquidity requirements, please read “Item 18 – Financial Statements: Note 16a – Commitments and Contingencies – Liquidity".

Charter rates for conventional oil and product tankers may fluctuate substantially over time and may be lower when we are attempting to re-charter these vessels, which could adversely affect our operating results.

Our ability to re-charter our conventional oil and product tankers following expiration of existing time-charter contracts and the rates payable upon any renewal or replacement charters will depend upon, among other things, the state of the conventional tanker market. Conventional oil and product tanker trades are highly competitive and have experienced significant fluctuations in charter rates based on, among other things, oil, refined petroleum product and vessel demand. For example, an oversupply of conventional oil tankers can significantly reduce their charter rates.

Changes in market conditions may limit our access to capital and our growth.

We have relied primarily upon bank financing and debt and equity offerings to fund our growth. Changes in market conditions in the energy and shipping sectors may reduce our and Teekay Tankers' access to capital, particularly equity capital. Issuing additional common equity is more dilutive and costly than it has been in the past. Lack of access to debt or equity capital at reasonable rates would adversely affect our growth prospects and our ability to refinance debt and pay dividends to our equityholders.

Declining market values of our vessels could adversely affect our liquidity and result in breaches of our financing agreements.

Market values of vessels fluctuate depending upon general economic and market conditions affecting relevant markets and industries and competition from other shipping companies and other modes of transportation. In addition, as vessels become older, they generally decline in value. Declining vessel values could adversely affect our liquidity by limiting our ability to raise cash by refinancing vessels. Declining vessel values could also result in a breach of our loans and obligations under finance lease covenants and cause events of default under certain of our credit facilities that require us to maintain certain loan-to-value ratios. If we are unable to cure any such breach within the prescribed cure period in a particular financing facility, the lenders under these facilities could accelerate our debt or obligations under our finance leases and foreclose on our vessels pledged as collateral or require an early termination of the applicable credit facility or finance lease. In certain circumstances, such a breach could result in cross-defaults under our other financing agreements. As of December 31, 2021, the total outstanding debt credit facilities and obligations under finance leases with this type of loan-to-value covenant tied to conventional tanker values was $620.3 million. We have two credit facilities and 14 obligations related to finance leases that require us to maintain vessel value to outstanding loan and lease principal balance ratios ranging from 100% to 125%. As of December 31, 2021, we were in compliance with these required ratios.

Over time, the value of our vessels may decline, which could adversely affect our operating results.

Vessel values for oil and product tankers can fluctuate substantially over time due to a number of different factors, including:

prevailing economic conditions in oil and energy markets;
a substantial or extended decline in demand for oil;
increases in the supply of vessel capacity;
the age of the vessel relative to other alternative vessels that are available in the market;
competition from more technologically advanced vessels; and
12

the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
Vessel values may decline from existing levels. If operation of a vessel is not profitable, or if we cannot redeploy a chartered vessel at attractive rates upon charter termination, rather than continue to incur costs to maintain and finance the vessel, we may seek to dispose of it. Our inability to dispose of the vessel at a fair market value or the disposal of the vessel at a fair market value that is lower than its book value could result in a loss on its sale and adversely affect our results of operations and financial condition.

Further, if we determine at any time that a vessel’s future useful life and earnings require us to impair its value on our financial statements, we may need to recognize a significant impairment charge against our earnings. Such a determination involves numerous assumptions and estimates, some of which require more discretion and are less predictable. We recognized asset impairment charges of $92.4 million, $149.2 million and $183.9 million in 2021, 2020, and 2019, respectively, in relation to continuing operations. The 2021 charge included impairments of $66.9 million, $18.4 million, and $6.4 million for four Suezmax tankers, three LR2 tankers and four Aframax tankers, respectively, of Teekay Tankers' vessels. The 2020 charge included impairments of $70.7 million for two of our FPSO units, the Petrojarl Banff and Sevan Hummingbird, and impairments of $67.0 million for nine of Teekay Tankers' Aframax tankers, and the 2019 charge included impairments of $178.3 million for three of our FPSO units, the Petrojarl Banff, Sevan Hummingbird and Petrojarl Foinaven.

We have recognized asset impairments in the past and we may recognize additional impairments in the future, which will reduce our earnings and net assets.

If we determine at any time that an asset has been impaired, we may need to recognize an impairment charge that will reduce our earnings and net assets. We review our vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, which occurs when an asset's carrying value is greater than the estimated undiscounted future cash flows the asset is expected to generate over its remaining useful life. We review our goodwill for impairment annually and if a reporting unit's goodwill carrying value is greater than the estimated fair value, the goodwill attributable to that reporting unit is impaired. We evaluate our investments in equity-accounted joint ventures for impairment when events or circumstances indicate that the carrying value of such investment may have experienced an other-than-temporary decline in value below its carrying value.

Teekay Tankers anticipates that it may need to accelerate its fleet renewal in coming years, the success of any such program will depend on newbuilding and second-hand vessel availability and prices, market conditions and available financing, and which it anticipates will require significant expenditures.

As approximately 30% of Teekay Tankers' fleet is currently aged 15 years and older, we anticipate Teekay Tankers may need to accelerate its fleet renewal in coming years. Teekay Tankers' ability to successfully execute a renewal program will depend on the availability and prices of newbuilding and second-hand vessels, market conditions and charter rates (primarily spot tanker rates), and access to sufficient financing at acceptable rates. The cost of newbuilding or second-hand vessels will be significant, which could affect our consolidated financial condition and results of operations.

Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.

The operation of oil tankers, lightering support vessels, transfer of oil and FPSO units is inherently risky. Although we carry hull and machinery (marine and war risks) and protection and indemnity insurance, and other liability insurance, all risks may not be adequately insured against, and any particular claim may not be paid or paid in full. In addition, we do not carry insurance on our vessels covering the loss of revenues resulting from vessel off-hire time. Any significant unpaid claims or off-hire time of our vessels could harm our business, operating results and financial condition. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. Certain of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations, we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves. In addition, the cost of this protection and indemnity coverage has significantly increased and may continue to increase. Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a total loss of a vessel.

We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example, more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A catastrophic oil spill, marine disasters or natural disasters could exceed the insurance coverage, which could harm our business, financial condition and operating results. Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain certification with applicable maritime regulatory organizations.

Changes in the insurance markets attributable to structural changes in insurance and reinsurance markets and risk appetite, economic factors, the impact of the COVID-19 global pandemic, outbreaks of other communicable diseases, war, terrorist attacks, environmental catastrophes or political changes may also make certain types of insurance more difficult to obtain. In addition, the insurance that may be available may be significantly more expensive than existing coverage or be available only with restrictive terms. With the recent sale of our Teekay Gas Business, we now own a smaller fleet, which may impact our buying power and could lead to us having increased insurance coverage costs.

We are green-recycling one FPSO unit and plan to decommission and/or green-recycle our remaining FPSO units, which are scheduled to generate limited additional revenue and for which we may be required to incur significant costs.

In February 2022, Spirit Energy, the charterer of the Sevan Hummingbird FPSO unit, provided a formal notice of termination of the FPSO charter contract, indicating an expected cessation of production on March 31, 2022 and a charter termination date of approximately May 16, 2022. In conjunction with Spirit Energy, Teekay is currently planning for the decommissioning of the unit from the Chestnut Field. Our estimates of decommissioning costs may change and differ from actual costs required to decommission and recycle the unit.

13

In April 2021, BP plc announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. In February 2022, BP plc provided formal redelivery notice to us, indicating an expected redelivery date of August 3, 2022, after which Teekay intends to recycle the unit in accordance with EU ship recycling regulations. Upon redelivery of the FPSO unit, we will receive a fixed lump sum payment of $11.6 million from BP, which we expect will cover the majority of the cost of green-recycling the FPSO unit.

In the first quarter of 2020, CNR International (U.K.) Limited (or CNRI) provided formal notice to us of its intention to decommission the Banff field and remove the Petrojarl Banff FPSO unit and the Apollo Spirit FSO from the field in June 2020. The oil production under the existing contract for the Petrojarl Banff FPSO unit ceased in June 2020, and Teekay commenced decommissioning activities during the second quarter of 2020 and into 2021. In May 2021, as a result of the Decommissioning Services Agreement (or DSA) with CNRI, Teekay was deemed to have fulfilled its prior decommissioning obligations associated with the Banff field. In May 2021, Teekay sold the Petrojarl Banff FPSO unit to an EU-approved shipyard for recycling and the unit is currently in the latter stages of green-recycling.

As a result of our strategy to wind down our FPSO business, we do not anticipate significant revenue to be generated from our FPSO units in the future and we will need to incur decommissioning and recycling costs, which may be significant.
Teekay Tankers has substantial debt levels and may incur additional debt.

As of December 31, 2021, our consolidated short-term debt, long-term debt and obligations related to finance leases totaled $991.0 million and we had the capacity to borrow an additional $73.8 million under our revolving credit facilities. These credit facilities may be used by us for general corporate purposes. In addition to our consolidated debt, our total proportionate interest in debt of a joint venture we do not control was $28.1 million as of December 31, 2021, of which Teekay Tankers has guaranteed 50%. Our consolidated debt, finance lease obligations and joint venture debt could increase substantially. We will continue to have the ability to incur additional debt, subject to limitations in our credit facilities. Our level of debt could have important consequences to us, including:

our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes, and our ability to refinance our credit facilities may be impaired or such financing may not be available on favorable terms, if at all;
we will need to use a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities, repurchases of equity securities and dividends to shareholders;
our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and
our debt level may limit our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions.

Our ability to service our debt and obligations related to finance leases depends upon, among other things, our financial and operating performance, which is affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness and obligations related to finance leases, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

Exposure to interest rate fluctuations will result in fluctuations in our cash flows and operating results.

We are exposed to the impact of interest rate changes primarily through certain of our borrowings that require us to make interest payments based on LIBOR or Secured Overnight Finance Rate (or SOFR). Significant increases in interest rates could adversely affect our profit margins, results of operations and our ability to service our debt. In accordance with our risk management policy, we use interest rate swaps on certain of our debt to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with our floating rate debt. However, any hedging activities entered into by us may not be effective in fully mitigating our interest rate risk from our variable rate indebtedness.

In addition, we are exposed to credit loss in the event of non-performance by the counterparties to the interest rate swap agreements. For further information about our financial instruments at December 31, 2021 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk".

Use of LIBOR is currently scheduled to cease, and interest rates on our LIBOR-based obligations may increase in the future.

LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. As of December 31, 2021, LIBOR is no longer published on a representative basis, with the exception of the most commonly used tenors of U.S. dollar LIBOR, which will no longer be published on a representative basis after June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions has selected SOFR as an alternative, which is a new index calculated by short-term repurchase agreements backed by Treasury securities. SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Whether or not SOFR attains market acceptance as a LIBOR replacement tool remains in question and there can be no assurance that the transition to a new benchmark rate or other financial metric will be an adequate alternative to LIBOR or produce the economic equivalent of LIBOR. As a result, it is not possible at this time to know the ultimate impact that the phase-out of LIBOR may have.

While some of the agreements governing our revolving credit facilities, term loan facilities, interest rate swaps and finance lease facilities provide for an alternate method of calculating interest rates in the event that a LIBOR rate is unavailable, if LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, there may be adverse impacts on the financial markets generally and interest rates on borrowings under our revolving credit facilities, term loan facilities, interest rate swaps and finance lease facilities may be materially adversely affected.
14


In addition, we may need to renegotiate certain LIBOR-based credit facilities or interest rate derivatives agreements, which could adversely impact our cost of debt. There can be no assurance that we will be able to modify existing documentation or renegotiate existing transactions before the discontinuation of LIBOR.

As at December 31, 2021, our revolving credit facilities, term loan facilities, interest rate swaps and finance lease facilities continued to use LIBOR. In January 2022, we amended one working capital loan facility to daily SOFR. We anticipate that new financings and interest rate swaps will require utilization of an alternative reference rate. Some of our existing facilities and interest rate swaps will likely be amended to SOFR or an alternative reference rate during 2022 prior to LIBOR ceasing on June 30, 2023.

Financing agreements containing operating and financial restrictions may restrict our business and financing activities.

The operating and financial restrictions and covenants in our revolving credit facilities, working capital loan facility, term loans, lease obligations, indentures and in any of our future financing agreements could adversely affect our ability to finance future operations or capital needs or to pursue and expand our business activities. For example, these financing arrangements may restrict our ability to:

incur additional indebtedness and guarantee indebtedness;
pay dividends or make other distributions or repurchase or redeem our capital stock;
prepay, redeem or repurchase certain debt;
issue certain preferred shares or similar equity securities;
make loans and investments;
enter into a new line of business;
incur or permit certain liens to exist;
enter into transactions with affiliates;
create unrestricted subsidiaries;
transfer, sell, convey or otherwise dispose of assets;
make certain acquisitions and investments;
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
consolidate, merge or sell all or substantially all of our assets.

In addition, certain of our debt agreements and lease obligations require us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt instruments and finance lease obligations may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such events were to occur, we may fail to comply with these covenants. If we breach any of the restrictions, covenants, ratios or tests in our financing agreements or indentures and we are unable to cure such breach within the prescribed cure period, our obligations may, at the election of the relevant lender, become immediately due and payable, and the lenders’ commitment under our credit facilities, if any, to make further loans available to us may terminate. In certain circumstances, this could lead to cross-defaults under our other financing agreements which in turn could result in obligations becoming due and commitments being terminated under such agreements. A default under our financing agreements could also result in foreclosure on any of our vessels and other assets securing related loans and finance leases or our need to sell assets or take other actions in order to meet our debt obligations.

Furthermore, the termination of any of our charter contracts by our customers could result in the repayment of the debt facilities to which the chartered vessels relate.
Our and many of our customers' substantial operations outside the United States expose us and them to political, governmental, and economic instability, which could harm our operations.

Because our operations and the operations of our customers are primarily conducted outside of the United States, they may be affected by economic, political and governmental conditions in the countries where we or our customers engage in business or where our vessels are registered. Any disruption caused by these factors could harm our business, including by reducing the levels of oil exploration, development, and production activities in these areas or restricting the pool of customers. We derive some of our revenues from shipping oil from politically unstable regions. Conflicts in these regions have included attacks on ships and other efforts to disrupt shipping. Hostilities or other political instability in regions where we operate or where we may operate could have a material adverse effect on the growth of our business, results of operations and financial condition and ability to pay dividends.

In addition, tariffs, trade embargoes and other economic sanctions by the United States or other countries against countries in which we operate, to which we trade, or to which we or any of our customers, joint venture partners or business partners become subject, may limit trading activities with those countries or with customers, which could also harm our business and ability to pay dividends. For example, the United States imposed sanctions on Russia starting in 2014 based on Russia’s involvement in divesting control by Ukraine of the Crimea region. Beginning in February 2022, the United States and numerous other nations imposed substantial additional sanctions on Russia for its invasion of Ukraine. In addition, general trade tensions between the United States and China escalated in 2018 and continued through much of 2019, with the United States imposing a series of tariffs on China and China responding by imposing tariffs on United States products; during the last quarter of 2019, the United States and China negotiated an agreement to reduce trade tensions which became effective in February 2020. Our business could be harmed by increasing trade protectionism or trade tensions between the United States and China, or trade embargoes or other economic sanctions by the United States or other countries against countries in the Middle East or Asia, Russia or elsewhere as a result of terrorist attacks, hostilities, or diplomatic or political pressures that limit trading activities with those countries.

15

In addition, a government could requisition one or more of our vessels, which is most likely during war or national emergency. Any such requisition would cause a loss of the vessel and could harm our cash flows and financial results.

Maritime claimants could arrest, or port authorities could detain, our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet or the RSAs in which we operate for claims relating to another of our ships. Also, port authorities may seek to detain our vessels in port, which could adversely affect our operating results or relationships with customers.

Many of our seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt operations and adversely affect our cash flows.

A significant portion of our seafarers are employed under collective bargaining agreements. We may become subject to additional labor agreements in the future. We may suffer labor disruptions if relationships deteriorate with the seafarers or the unions that represent them. Our collective bargaining agreements may not prevent labor disruptions, particularly when the agreements are being renegotiated. Salaries are typically renegotiated annually or bi-annually for seafarers and annually for onshore operational staff and may increase our cost of operation. Any labor disruptions could harm our operations and could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.

Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Any inability we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.

Exposure to currency exchange rate fluctuations results in fluctuations in our cash flows and operating results.

Substantially all of our revenues are earned in U.S. Dollars, although we are paid in Australian Dollars and British Pounds under some of our charters. A portion of our operating costs are incurred in currencies other than U.S. Dollars. This partial mismatch in operating revenues and expenses leads to fluctuations in net income due to changes in the value of the U.S. Dollar relative to other currencies, in particular the British Pound, the Euro, the Singapore Dollar, Australian Dollar, and Canadian Dollar.

Because we report our operating results in U.S. Dollars, changes in the value of the U.S. Dollar relative to other currencies also result in fluctuations of our reported revenues and earnings. Under U.S. accounting guidelines, all foreign currency-denominated monetary assets and liabilities, such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, accrued liabilities, advances from affiliates and long-term debt are revalued and reported based on the prevailing exchange rate at the end of the applicable period. This revaluation historically has caused us to report significant unrealized foreign currency exchange gains or losses each period.

Our operating results are subject to seasonal fluctuations.

Our tankers operate in markets that have historically exhibited seasonal variations in tanker demand and, therefore, in spot-charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance. In addition, unpredictable weather patterns during the winter months tend to disrupt vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, revenues generated by the tankers in our fleet have historically been weaker during our fiscal quarters ended June 30 and September 30, and stronger in our fiscal quarters ended December 31 and March 31.
We may be unable to make or realize expected benefits from acquisitions and growth through acquisitions may harm our financial condition and performance.

A principal component of our long-term strategy is to continue to grow by expanding our business both in the geographic areas and markets where we have historically focused as well as into new geographic areas, market segments and services. We may not be successful in expanding our operations and any expansion may not be profitable. In order to achieve growth, we may acquire new companies or businesses which transactions may involve business risks commonly encountered in acquisitions of companies, including:

interruption of, or loss of momentum in, the activities of one or more of an acquired company’s businesses and our businesses;
additional demands on members of our senior management while integrating acquired businesses, which would decrease the time they have to manage our existing business, service existing customers and attract new customers;
difficulties identifying suitable acquisition candidates;
difficulties integrating the operations, personnel and business culture of acquired companies;
difficulties coordinating and managing geographically separate organizations;
adverse effects on relationships with our existing suppliers and customers, and those of the companies acquired;
16

difficulties entering geographic markets or new market segments in which we have no or limited experience; and
loss of key officers and employees of acquired companies.

Acquisitions may not be profitable to us at the time of their completion and may not generate revenues sufficient to justify our investment. In addition, our acquisition growth strategy exposes us to risks that may harm our results of operations and financial condition, including the risks that we may: fail to realize anticipated benefits, such as cost-savings, revenue and cash flow enhancements and earnings accretion; decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions; incur additional indebtedness, which may result in significantly increased interest expense or financial leverage, or issue additional equity securities to finance acquisitions, which may result in significant shareholder dilution; incur or assume unanticipated liabilities, losses or costs associated with the business acquired; or incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

Unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we generally inspect existing vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These costs could decrease our cash flow and reduce our liquidity.

Teekay Tankers may expend substantial sums during the construction of potential future newbuildings or upgrades to their existing vessels, without earning revenue and without assurance that they will be completed.

We may be required to expend substantial sums as progress payments during the construction of any potential future newbuildings or any vessel upgrades, but we may not derive any revenue from the vessel until after its delivery or completion of such upgrades. In addition, under some of our time charters if our delivery of a vessel to a customer is delayed, we may be required to pay liquidated damages in amounts equal to or, under some charters, almost double the hire rate during the delay. For prolonged delays, the customer may terminate the time charter and, in addition to the resulting loss of revenues, we may be responsible for additional substantial liquidated charges.

Our newbuilding financing commitments typically have been pre-arranged. However, if we are unable to obtain financing required to complete payments on any potential future newbuilding orders, we could effectively forfeit all or a portion of the progress payments previously made.

Teekay Tankers’ U.S. Gulf lightering business competes with alternative methods of delivering crude oil to ports, which may limit its earnings in this area of its operations.

Teekay Tankers’ U.S. Gulf lightering business faces competition from alternative methods of delivering crude oil shipments to port, including offshore offloading facilities. While we believe that lightering offers advantages over alternative methods of delivering crude oil to U.S. Gulf ports, Teekay Tankers’ lightering revenues may be limited due to the availability of alternative methods.

Teekay Tankers’ full service lightering operations are subject to specific risks that could lead to accidents, oil spills or property damage.

Lightering is subject to specific risks arising from the process of safely bringing two large moving tankers next to each other and mooring them for lightering operations. These operations require a high degree of expertise and present a higher risk of collision compared to when docking a vessel or transferring cargo at port. Lightering operations, similar to marine transportation in general, are also subject to risks due to events such as mechanical failures, human error, and weather conditions.
Legal and Regulatory Risks
We are bound to adhere to sanctions from many jurisdictions, including the United States, United Kingdom, European Union and Canada, due to our domicile and location of offices.

The United States has imposed sanctions on several countries or regions such as Cuba, North Korea, Syria, Sudan, Iran, Yemen, Venezuela and Russia. The European Union (which at the time included the United Kingdom, which now operates independently) lifted its previously enacted sanctions on Iran in January 2016. At that time, the United States lifted its secondary sanctions on Iran, which applied to foreign persons but the Trump administration reintroduced these and retained its primary sanctions which apply to U.S. entities and their foreign subsidiaries.

Beginning in February 2022, the United States and numerous other nations, notably including the European Union and United Kingdom, imposed substantial additional sanctions on Russia regarding its invasion of Ukraine, and these have been increasing. These Russian sanctions, together with the global reaction to the Russian invasion of Ukraine, may reduce our revenues.
Past port calls by our vessels or third-party vessels participating in RSAs to countries that are subject to sanctions imposed by the United States, European Union and the United Kingdom could harm our business.

In the past, oil tankers owned or chartered-in by us, or third-party vessels participating in RSAs from which we derive revenue, have made port calls in certain countries that are currently subject to sanctions imposed by the U.S., European Union and United Kingdom, for the loading and discharging of oil products. Those port calls did not violate U.S., European Union or United Kingdom sanctions at the time, and we intend to maintain our compliance with all U.S., European Union and United Kingdom sanctions.

We believe these historical port calls will not adversely impact our business, because they were legal at the time and we are able to demonstrate our compliance. However, some charterers may choose not to utilize a vessel that had previously called at a port in a now sanctioned country. Some investors might decide not to invest in us simply because we have previously called on, or through our participation in RSAs have previously received revenue from calls on, ports in these sanctioned countries. Any such investor reaction could adversely affect the market for our common shares.
17

Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act and similar laws in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.

We operate our vessels worldwide, which may require our vessels to trade in countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA), the Bribery Act 2010 of the United Kingdom (or the UK Bribery Act) and the Criminal Finances Act 2017 of the United Kingdom (the CFA). We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption and anti-money laundering laws, including the FCPA, the UK Bribery Act and the CFA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
The shipping industry is subject to substantial environmental and other regulations, which may significantly limit operations and increase expenses.

Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties and conventions which are in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration, including those governing oil spills, discharges to air and water, and the handling and disposal of hazardous substances and wastes. Many of these requirements are designed to reduce the risk of oil spills and other pollution. In addition, we believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will lead to additional regulatory requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements on vessels. For example, new or amended legislation relating to ship recycling, sewage systems, emission control (including emissions of greenhouse gases and other pollutants) as well as ballast water treatment and ballast water handling may be adopted. The International Maritime Organization (the IMO), the United Nations agency for maritime safety and the prevention of pollution by vessels, has also established progressive standards limiting emissions from ships starting from 2023 towards 2030 and 2050 goals. These and other laws or regulations may require significant additional capital expenditures or operating expenses in order for us to comply with the laws and regulations and maintain our vessels in compliance with international and national regulations.

The environmental and other laws and regulations applicable to us may affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in, certain ports. Under local, national, and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations, if there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with our operations. In addition, failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels. For further information about regulations affecting our business and the related requirements imposed on us, please read "Item 4 – Information on the Company: B. Business Overview – Regulations".

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

An increasing concern for, and focus on climate change has promoted extensive existing and proposed international, national and local regulations intended to reduce greenhouse gas emissions (including from various jurisdictions and the IMO). These regulatory measures may include the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Compliance with these or other regulations and our efforts to participate in reducing greenhouse gas emissions could increase our compliance costs, require additional capital expenditures to reduce vessel emissions and may require changes to our business.

Our business includes transporting oil and oil products. Regulatory changes and growing public concern about the environmental impact of climate change may lead to reduced demand for our assets and decreased demand for our services, while increasing or creating greater incentives for use of alternative energy sources. We expect regulatory and consumer efforts aimed at combating climate change to intensify and accelerate. Although we do not expect demand for oil to decline dramatically over the short-term, in the long-term, climate change initiatives will likely significantly affect demand for oil and for alternatives. Any such change could adversely affect our ability to compete in a changing market and our business, financial condition and results of operations.

Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect to ESG policies and practices may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies and disclosures. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and, in recent years, have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies that do not adapt to or comply with investor, lender or other industry stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and their business, financial condition and stock price may be adversely affected.

We may face increasing pressures from investors, lenders, customers and other market participants, which are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, or in order for customers to consider conducting future business with us, especially given our business of transporting oil and oil products. In addition, it is likely we will incur additional costs and require additional resources to monitor, report and comply with wide-
18

ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Regulations relating to ballast water discharge may adversely affect our operational results and financial condition.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the International Oil Pollution Prevention renewal survey, existing vessels are required to comply with updated applicable standards before September 8, 2024. Compliance with the applicable standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. We are currently implementing ballast water management system upgrades on our vessels in accordance with the required timelines imposed by the IMO and also in line with our asset management requirements. The cost of compliance with these regulations, primarily from installing such systems, may be substantial and may adversely affect our results of operation and financial condition.

In addition to the requirements under the IMO, the United States Coast Guard (the USCG) has imposed mandatory ballast water management practices for all vessels equipped with ballast water tanks and entering U.S. waters. These USCG regulations may have the effect of restricting our vessels from entering U.S. waters, unless we equip our vessels with pre-approved BWTS management systems or receive authorization by a duly-issued permit or exemption.

As a Marshall Islands corporation with our headquarters in Bermuda and with a majority of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations may be subject to economic substance requirements, which could impact our business.

Finance ministers of the EU rate jurisdictions for tax transparency, governance, real economic activity and corporate tax rate. Countries that do not adequately cooperate with the finance ministers are put on a “grey list” or a “blacklist”. Bermuda and the Marshall Islands were removed from the blacklist in May and October 2019, respectively. Subsequently, in February 2020, Bermuda and the Marshall Islands were "white-listed" by the EU and the Marshall Islands continue to remain on such list. On February 24, 2022, Bermuda was placed on the "grey list" but is expected to be moved back to the “white list” in October of 2022, subject to review by the EU Council. While being on the “grey list”, it is expected that Bermuda will not suffer any direct penalties or sanctions from the EU states.

EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states' efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits EU funds from being channeled or transited through entities in countries on the blacklist. Jurisdictions in which we operate could be put on the blacklist in the future.

We are a Marshall Islands corporation with our headquarters in Bermuda. A majority of our subsidiaries are Marshall Islands entities and a number of our subsidiaries are either organized or registered in Bermuda. These jurisdictions have enacted economic substance laws and regulations with which we are obligated to comply. We believe that we and our subsidiaries are compliant with the Bermuda and the Marshall Islands economic substance requirements. However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such change could result in non-compliance with the economic substance legislation and related fines or other penalties, increased monitoring and audits, and dissolution of the non-compliant entity, which could have an adverse effect on our business, financial condition or operating results.
Information and Technology Risks
A cyber-attack could materially disrupt our business.

We rely on information technology systems and networks in our operations and the administration of our business. Cyber-attacks have increased in number and sophistication in recent years. Our operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to the unauthorized release of information or alteration of information on our systems. Any such attack or other breaches of our information technology systems could have a material adverse effect on our business and results of operations. Most recently, Russia’s invasion of Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally or may be initiated against the United States or European Union or other countries, which could adversely affect our operations. It is difficult to assess the likelihood of such a threat and any potential impact at this time.

Our failure to comply with data privacy laws could damage our customer relationships and expose us to litigation risks and potential fines.

Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services and continue to develop in ways which we cannot predict, including with respect to evolving technologies such as cloud computing. The EU has adopted the General Data Privacy Regulation (or GDPR), a comprehensive legal framework to govern data collection, use and sharing and related consumer privacy rights, which took effect in May 2018. The GDPR includes significant penalties for non-compliance. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations.


19

Risks Related to an Investment in Our Securities
Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

We are organized under the laws of the Marshall Islands, and all of our assets are located outside of the United States. In addition, a majority of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible to bring an action against us or against these individuals in the United States. Even if successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict the enforcement of a judgment against us or our assets or our directors and officers.
Tax Risks
In addition to the following risk factors, you should read "Item 4E – Taxation of the Company", "Item 10 – Additional Information – Material United States Federal Income Tax Considerations" and "Item 10 – Additional Information – Non-United States Tax Considerations" for a more complete discussion of the expected material U.S. federal and non-U.S. income tax considerations relating to us and the ownership and disposition of our common stock.

Although we presently do not expect to be a "passive foreign investment company" (or PFIC) for the 2022 tax year, the increase in our cash assets from our sale of all our interests in Seapeak to Stonepeak in January 2022 has increased our risk that U.S. tax authorities could treat us as a PFIC, which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all our shareholders.

A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a PFIC for such purposes in any taxable year in which, after taking into account the income and assets of the corporation and, pursuant to a “look-through” rule, any other corporation or partnership in which the corporation directly or indirectly owns at least 25% of the stock or equity interests (by value) and any partnership in which the corporation directly or indirectly owns less than 25% of the equity interests (by value) to the extent the corporation satisfies an "active partner" test and does not elect out of "look through" treatment, either (i) at least 75% of its gross income consists of “passive income” (or the PFIC income test) or (ii) at least 50% of the average value of the entity’s assets is attributable to assets that produce or are held for the production of “passive income” (or the PFIC asset test). For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. By contrast, income derived from the performance of services does not constitute “passive income.”

For purposes of the PFIC asset test, cash and cash equivalents (or cash assets) are considered to be assets that produce passive income. We have experienced a significant change in the composition of our assets as a result of our receipt of substantial cash assets in connection with the sale of all of our interests in Seapeak to Stonepeak in January 2022. Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”. At the present time, we do not expect to be treated as a PFIC for the 2022 taxable year under the PFIC asset test. However, if current estimates or assumptions relating to our current PFIC asset test modeling, including our assumptions on the tanker market and the value of our fleet, were to prove to be inaccurate or contrary to future results, or if any other factors that would negatively affect PFIC asset outcomes were to occur, we could be a PFIC for the 2022 taxable year and for future taxable years. If any such case were to occur, our PFIC status for the 2022 taxable year and future taxable years may also depend on how, and how quickly, if at all, we use our existing cash assets. Accordingly, there can be no assurance that we will not be a PFIC for the 2022 taxable year or any future taxable year under the PFIC asset test.

Additionally, with respect to the PFIC income test, there are legal uncertainties involved in determining whether the income derived from our and our look-through subsidiaries' time-chartering activities constitutes rental income or income derived from the performance of services, including the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Internal Revenue Code of 1986, as amended (or the Code). However, the Internal Revenue Service (or the IRS) stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on our and our look-through subsidiaries’ current assets and operations, we intend to take the position that we are not now and have never been a PFIC by reason of the PFIC income test. No assurance can be given, however, that this position would be sustained by a court if contested by the IRS or that we would not constitute a PFIC by reason of the PFIC income test (or, alternatively, as described above, the PFIC asset test) for the 2022 taxable year or any future taxable year if there were to be changes in our and our look-through subsidiaries' assets, income or operations.

If we or the IRS were to determine that we are or have been a PFIC for any taxable year during which a U.S. Holder (as defined below under "Item 10 – Additional Information – Material United States Federal Income Tax Considerations") held our common stock, such U.S. Holder would face adverse U.S. federal income tax consequences. For a more comprehensive discussion regarding the tax consequences to U.S. Holders if we are treated as a PFIC, please read "Item 10 – Additional Information – Material United States Federal Income Tax Considerations – United States Federal Income Taxation of U.S. Holders – Consequences of Possible PFIC Classification".

In addition, if we or the IRS were to determine that we are or have been a PFIC, the price of our shares of common stock may decline and our ability to raise capital on acceptable terms may be materially and adversely affected.
20

We are subject to taxes, which reduces our cash available for distribution to shareholders.
We or our subsidiaries are subject to tax in certain jurisdictions in which we or our subsidiaries are organized, own assets or have operations, which reduces the amount of our cash available for distribution. In computing our tax obligations in these jurisdictions, we are required to take various tax accounting and reporting positions, including in certain cases estimates, on matters that are not entirely free from doubt and for which we may not have received rulings from the governing authorities. We cannot assure you that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on us or our subsidiaries, further reducing the cash available for distribution. We have established reserves in our financial statements that we believe are adequate to cover our liability for any such additional taxes. We cannot assure you, however, that such reserves will be sufficient to cover any additional tax liability that may be imposed on our subsidiaries. In addition, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted. For example, changes in the ownership of our stock may cause us to be unable to claim an exemption from U.S. federal income tax under Section 883 of the Code. If we were not exempt from tax under Section 883 of the Code, we would be subject to U.S. federal income tax on income we earn from voyages into or out of the United States, the amount of which is not within our complete control. In addition, we may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as dividends from those eligible international shipping subsidiaries exempt under subsection 250(6). If we were to cease to qualify for the subsection 250(6) exemption, we could be subject to Canadian income tax and also Canadian withholding tax on outbound distributions, which could have an adverse effect on our operating results. In addition, to the extent Teekay Corporation were to distribute dividends as a corporation determined to be resident in Canada, stockholders who are not resident in Canada for purposes of the Canada Income Tax Act would generally be subject to Canadian withholding tax in respect of such dividends paid by Teekay Corporation.

Typically, most of our and our subsidiaries' time-charter and spot-voyage charter contracts require the charterer to reimburse us for a certain period of time in respect of taxes incurred as a consequence of the voyage activities of our vessels, while performing under the relevant charter. However, our rights to reimbursement under charter contracts may not survive for as long as the applicable tax statutes of limitations in the jurisdictions in which we operate. As such, we may not be able to obtain reimbursement from our charterers where any applicable taxes that are not paid before the contractual claim period has expired.
Item 4.Information on the Company
A.Overview, History and Development
Overview
Teekay Corporation is a leading provider of international crude oil and other marine transportation services. Teekay currently provides these services directly and through its controlling ownership interest in Teekay Tankers Ltd. (NYSE: TNK) (or Teekay Tankers), one of the world’s largest owners and operators of mid-sized crude tankers.

The consolidated Teekay entities manage and operate total assets under management of approximately $2 billion, comprised of approximately 55 conventional tankers and other marine assets. With offices in eight countries and approximately 2,500 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading energy companies.

Our business strategy focuses on:

Generating attractive risk-adjusted returns, utilizing our strong operating franchise and capabilities, global footprint and operational excellence;
Offering a wide breadth of marine solutions to meet our customers’ needs;
Providing superior customer service by maintaining high reliability, safety, environmental and quality standards; and
Leveraging Teekay Parent’s deep expertise and experience in our industry to pursue suitable investment opportunities in both the broader shipping sector and, potentially, in new and adjacent markets, which we expect to be dynamic as the world pushes towards greater energy diversification.

Our organizational structure can be divided into (a) our controlling interest in Teekay Tankers and (b) Teekay and its remaining subsidiaries (or Teekay Parent).

We currently have an economic ownership interest of 31.3% in Teekay Tankers and hold 55.6% of the voting power of Teekay Tankers, through our ownership of shares of Class A and Class B common stock. Teekay Tankers includes all of our conventional crude oil and product tankers. Teekay Tankers' conventional tankers primarily operate in the spot tanker market or are subject to time charters or contracts of affreightment that are priced on a spot market basis or are short-term, fixed-rate contracts. Teekay Tankers considers contracts that have an original term of less than one year in duration to be short-term. Certain of its tankers are on fixed-rate time-charter contracts with an initial duration of at least one year. Teekay Tankers also owns a ship-to-ship transfer business that performs full service lightering and lightering support operations in the U.S. Gulf and Caribbean. Please read “– B. Operations – Our Fleet” and “– C. Organizational Structure”.

Following the sale of the Teekay Gas Business in January 2022, Teekay Parent repaid nearly all of its debt and is now net debt free. As a result, in addition to our interests in Teekay Tankers highlighted above, Teekay Parent currently has a net cash position of over $300 million as well as direct business operations in Australia through the provision of operational and maintenance marine services to third parties, and provides marine and corporate services to Teekay Tankers through its various management services companies. Teekay Parent also currently owns two FPSO units, one of which is expected to be green-recycled following its scheduled redelivery in August 2022. The remaining FPSO unit's contract is scheduled to terminate in May 2022, after which the unit may be green-recycled absent entering into an acceptable replacement charter contract or outright sale. Please read “– B. Operations – Teekay Parent”.
21


Teekay Parent has developed extensive industry experience and industry-leading capabilities over its nearly 50-year history, and has significant financial strength and liquidity following the sale of the Teekay Gas Business in January 2022. As the world pushes for greater energy diversification and a lower environmental footprint, we expect to see investment opportunities in both the broader shipping sectors and potentially new and adjacent markets. Our primary financial objective for Teekay Parent is to increase Teekay’s intrinsic value per share, which includes, among other things, increasing the intrinsic value of Teekay Tankers.
In addition to Teekay Tankers, we also formed and developed industry-leading public companies Teekay LNG Partners L.P. (now Seapeak) and Teekay Offshore Partners L.P. (now Altera) related to our expansion into the liquefied gas shipping sector and offshore production, storage and transportation sector, respectively. We sold our entire interests in Seapeak and related assets to affiliates of Stonepeak pursuant to the sale of the Teekay Gas Business in January 2022; we sold a significant portion of our interests in Teekay Offshore Partners L.P. to affiliates of Brookfield Business Partners L.P. in a strategic transaction in 2017, and our remaining interests to Brookfield in May 2019 (or the 2019 Brookfield Transaction). Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview” for more information about the sale of the Teekay Gas Business.

The Teekay organization was founded in 1973. We are a Marshall Islands corporation and maintain our principal executive office at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Our telephone number at such address is (441) 298-2530.

The SEC maintains an Internet site at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website is www.teekay.com. The information contained on our website is not part of this annual report.
Seasonality of our operations
Our tankers operate in markets that have historically exhibited seasonal variations in tanker demand and, therefore, in spot-charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance. In addition, unpredictable weather patterns during the winter months tend to disrupt vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, revenues generated by the tankers in our fleet have historically been weaker during our fiscal quarters ended June 30 and September 30, and stronger in our fiscal quarters ended December 31 and March 31.
B.Operations
Subsequent to the sale of the Teekay Gas Business, we currently have three primary lines of business: conventional tankers, operational and maintenance marine services, and offshore production (FPSO units). We manage these businesses for the benefit of all stakeholders. We allocate capital and assess performance from the separate perspectives Teekay Tankers and Teekay Parent, as well as from the perspective of the lines of business (the Line of Business approach). The primary focus of our organizational structure, internal reporting and allocation of resources by the chief operating decision maker, is on Teekay Tankers and Teekay Parent (the Legal Entity approach). However, we continue to incorporate the Line of Business approach as in certain cases there is more than one line of business in each of Teekay Tankers and Teekay Parent, and we believe this information allows a better understanding of our performance and prospects for future net cash flows.
Teekay Tankers
Teekay Tankers owns all of our conventional crude oil tankers and product carriers. Our conventional crude oil tankers and product tankers primarily operate in the spot tanker market or are subject to time charters or contracts of affreightment that are priced on a spot market basis or are short-term, fixed-rate contracts. We consider contracts that have an original term of less than one year in duration to be short-term. Certain of our conventional crude oil tankers and product tankers are on fixed-rate time-charter contracts with an initial duration of at least one year.

Most of Teekay Tankers’ conventional tankers operate pursuant to revenue sharing agreements (or RSAs). The RSAs, which are managed by Teekay Tankers, are designed to spread the costs and risks associated with operation of vessels and to share the net revenues (revenues less voyage expenses and other applicable expenses) earned by all of the vessels in the RSA, based on the actual earning days each vessel is available and the relative performance capabilities, including speed and bunker consumption of each vessel. The performance capabilities of each vessel are adjusted on standard intervals based on current data. In addition, Teekay Tankers' share of the net revenues includes additional amounts, consisting of a per vessel per day fee and a percentage of the gross revenues related to the vessels of third-party vessel owners, based on their responsibilities in employing the vessels subject to the RSAs on voyage charters or time-charters. As of December 31, 2021, a total of 45 of Teekay Tankers' owned and leased vessels and three of Teekay Tankers' time-chartered in vessels operated in the spot market through employment on spot voyage charters. As of December 31, 2021, a total of 26 of Teekay Tankers' Suezmax tankers, seven of the Aframax tankers and nine of the LR2 product tankers in its fleet, as well as 13 vessels owned by third parties, were subject to RSAs. The vessels subject to the RSAs are employed and operated in the spot market or pursuant to time charters of less than one year.

Teekay Tankers’ vessels compete primarily in the Aframax and Suezmax tanker markets. In these markets, international seaborne oil and other petroleum products transportation services are provided by two main types of operators: captive fleets of major oil companies (both private and state-owned) and independent ship-owner fleets. Many major oil companies and other oil trading companies, the primary charterers of our vessels, also operate their own vessels and transport their own oil and oil for third-party charterers in direct competition with independent owners and operators. Competition for charters in the Aframax and Suezmax spot charter market is intense and is based upon price, location, the size, age, condition and acceptability of the vessel, and the reputation of the vessel’s manager.

22

Teekay Tankers competes principally with other owners in the spot-charter market through the global tanker charter market. This market is comprised of tanker broker companies that represent both charterers and ship-owners in chartering transactions. Within this market, some transactions, referred to as “market cargoes,” are offered by charterers through two or more brokers simultaneously and shown to the widest possible range of owners; other transactions, referred to as “private cargoes,” are given by the charterer to only one broker and shown selectively to a limited number of owners whose tankers are most likely to be acceptable to the charterer and are in position to undertake the voyage.

Teekay Tankers’ competition in the Aframax (85,000 to 124,999 dwt) market is also affected by the availability of other size vessels that compete in that market. Suezmax (125,000 to 199,999 dwt) vessels and Panamax (55,000 to 84,999 dwt) vessels can compete for many of the same charters for which our Aframax tankers compete; Aframax size vessels and VLCCs (200,000 to 319,999 dwt) can compete for many of the same charters for which our Suezmax tankers may compete. Because of their large size, Very Large Crude Carriers (or VLCCs) and Ultra Large Crude Carriers (or ULCCs) (320,000+ dwt) rarely compete directly with Aframax tankers, and ULCCs rarely compete with Suezmax tankers for specific charters. However, because VLCCs and ULCCs comprise a substantial portion of the total capacity of the market, movements by such vessels into Suezmax trades and of Suezmax vessels into Aframax trades would heighten the already intense competition.

Teekay Tankers also competes in the Long Range 2 (or LR2) (85,000 to 109,999 dwt) product tanker market. Competition in the LR2 product tanker market is affected by the availability of other size vessels that compete in the market. Long Range 1 (or LR1) (55,000-84,999 dwt) size vessels can compete for many of the same charters for which Teekay Tankers' LR2 tankers compete.

The operation of tanker vessels, as well as the seaborne transportation of crude oil and refined petroleum products, is a competitive market. There are several large operators of Aframax, Suezmax, and LR2 tonnage that provide these services globally.

Teekay Tankers believes that it has competitive advantages in the Aframax and Suezmax tanker market as a result of the quality, type and dimensions of its vessels and its market share in the Indo-Pacific and Atlantic Basins. As of December 31, 2021, its Aframax/LR2 tanker fleet had an average age of approximately 12.8 years and its Suezmax tanker fleet had an average age of approximately 12.0 years. This compares to an average age for the world oil tanker fleet of approximately 11.6 years, for the world Aframax/LR2 tanker fleet of approximately 11.3 years and for the world Suezmax tanker fleet of approximately 10.7 years.

Teekay Tankers acquired a ship-to-ship transfer business (now known as Teekay Marine Solutions or TMS) in July 2015 from a company jointly owned by Teekay and I.M. Skaugen SE. TMS provided a full suite of ship-to-ship transfer services in the oil, gas and dry bulk industries. In addition to full service lightering and lightering support, it also provided consultancy, terminal management and project development services. In April 2020, Teekay Tankers sold off its non-U.S. portion of the TMS business, as well as its liquefied natural gas (or LNG) terminal management business.
Teekay Parent
Teekay Parent currently owns two FPSO units and directly conducts business in Australia through the provision of operational and maintenance marine services to third parties, and provides marine and corporate services to Teekay Tankers through its various management services companies. Our business strategy contemplates leveraging Teekay Parent’s deep expertise and experience in our industry to pursue suitable investment opportunities in both the shipping sector and, potentially, in new and adjacent markets, which we expect to be dynamic as the world pushes towards greater energy diversification.
FPSO Units
FPSO units are offshore production facilities that are ship-shaped or cylindrical-shaped and store processed crude oil in tanks located in the hull of the vessel. FPSO units are typically used as production facilities to develop marginal oil fields or deepwater areas remote from existing pipeline infrastructure. An FPSO unit carries on board all the necessary production and processing facilities normally associated with a fixed production platform.

Traditionally for large field developments, the major oil companies have owned and operated new, custom-built FPSO units. FPSO units for smaller fields have generally been provided by independent FPSO contractors under life-of-field production contracts, where the contract’s duration is for the useful life of the oil field. Most independent FPSO contractors have backgrounds in marine energy transportation, oil field services or oil field engineering and construction.
Our Sevan Hummingbird FPSO unit is on a charter contract with Spirit Energy Ltd. (or Spirit Energy) in the North Sea. The contract is based on a fixed charter rate and is subject to early termination options. In February 2022, Spirit Energy provided to us a formal notice of termination of the FPSO charter contract, indicating an expected cessation of production on March 31, 2022 and a charter termination date of approximately May 16, 2022. In conjunction with Spirit Energy, Teekay is currently planning for the decommissioning of the unit from the Chestnut Field.
In March 2020, Teekay Parent entered into a new bareboat charter contract with the existing charterer of the Petrojarl Foinaven FPSO unit. Under the terms of the new contract, Teekay Parent received a cash payment of $67 million in April 2020 and will receive a nominal per day rate over the life of the contract and a lump sum payment at the end of the contract period. In February 2022, BP plc provided to us formal redelivery notice, indicating an expected redelivery date of August 3, 2022, after which Teekay intends to recycle the unit in accordance with EU ship recycling regulations. Upon redelivery of the FPSO unit, we will receive a fixed lump sum payment of $11.6 million from BP which we expect will cover the majority of the cost of green-recycling the FPSO unit.
23

In the first quarter of 2020, CNR International (U.K.) Limited (or CNRI) provided formal notice to Teekay of its intention to decommission the Banff field and remove the Petrojarl Banff FPSO unit and the related Apollo Spirit floating storage and offtake (or FSO) unit from the field in June 2020. The oil production under the existing contract for the Petrojarl Banff FPSO unit ceased in June 2020, and Teekay commenced decommissioning activities during the second quarter of 2020 and into 2021. In May 2021, Teekay was deemed to have fulfilled its prior decommissioning obligations associated with the Banff field. In May 2021, Teekay sold the Petrojarl Banff FPSO unit to an EU-approved shipyard for recycling and the unit is currently in the latter stages of green-recycling.
Our Consolidated Fleet under Management
As at March 1, 2022, Teekay Parent and Teekay Tankers operated under management a fleet of approximately 55 vessels (excluding vessels managed for third parties), including chartered-in vessels but excluding an Aframax tanker newbuilding that is scheduled to be delivered in the fourth quarter of 2022 under a seven-year time charter-in contract. The following table summarizes our fleet under management as at March 1, 2022:
Owned and Leased
Vessels 
Chartered-in 
Vessels
Total
Teekay Tankers
Conventional Tankers
Aframax Tankers13 15 
Suezmax Tankers25 — 25 
VLCC Tanker
(1)
— 
Product Tankers  10 
STS Support Vessels—   
48   53 
Teekay Parent
FPSO Units  — 
  — 
Total50   55 
(1)VLCC is 50%-owned by Teekay Tankers.

Our vessels are of Bahamian, Hong Kong, and Marshall Islands registry.

Many of our Aframax and Suezmax vessels have been designed and constructed as substantially identical sister ships. These vessels can, in many situations, be interchanged, providing scheduling flexibility and greater capacity utilization. In addition, spare parts and technical knowledge can be applied to all the vessels in the particular series, thereby generating operating efficiencies.

Please read “Item 18 – Financial Statements: Note 8 – Long-Term Debt” for information with respect to major encumbrances against our vessels.
Safety, Management of Ship Operations and Administration
Safety and Environmental Compliance are our top operational priorities. We operate our vessels in a manner intended to protect the safety and health of our employees, and to minimize the impact on the environment and society. We seek to effectively manage risk in the organization using a three-tiered approach at an operational, management and corporate level, designed to provide a clear line of sight throughout the organization. All of our operational employees receive training in the use of risk tools and the management system. We also have an approved competency management system in place to ensure our seafarers continue their professional development and are competent before being promoted to more senior roles.

We believe in continuous improvement, which has seen our safety and environmental culture develop over a significant time period. Health, Safety and Environmental Program milestones include the roll-out of the Environmental Leadership Program (2005), Safety in Action (2007), Quality Assurance and Training Officer Program (2008), Operational Leadership - The Journey (2010), E-Colours (2014), Significant Incident Potential (2015), Navigation Handbook (2016), Risk Tool Handbook (2017), Safety Management System upgrade (2018) and Fleet Training Officer (FTO) Program (2021).

In addition, the Operational Leadership - The Journey booklet was revised and relaunched in 2020. The booklet sets out our operational expectations and responsibilities and contains our safety, environmental, and leadership commitments and our Health, Safety, Security and Environmental & Quality Assurance Policy, which is signed by all employees and empowers them to work safely, to live Teekay’s vision, and to look after one another.

24

We, through certain of our subsidiaries, assist our operating subsidiaries in managing their ship operations. All vessels are operated under our comprehensive and integrated Safety Management System that complies with the International Safety Management Code (or ISM Code), the International Standards Organization’s (or ISO) 9001 for Quality Assurance, ISO 14001 for Environment Management Systems, ISO 45001 for Occupational Health and Safety Management System and the Maritime Labour Convention 2006 (MLC 2006) that became effective in 2013. The management system is certified by Det Norske Veritas (or DNV), the Norwegian classification society. It has also been separately approved by the Australian and Spanish flag administrations. Although certification is valid for five years, compliance with the above-mentioned standards is confirmed on a yearly basis by a rigorous auditing procedure that includes both internal audits as well as external verification audits by DNV and certain flag states.

Since 2010, we have produced a publicly available sustainability report that reflects the efforts, achievements, results and challenges faced by us and our affiliates relating to several key related matters, including emissions, climate change, corporate social responsibility, diversity and health, safety environment and quality. We recognize the significance of ESG considerations and in 2020, set an ESG strategy foundation which is intended to direct our efforts and performance in the years ahead. Our ESG strategy is focused on three broad area: allocating capital to support the global energy transition, operating our existing fleets as safely and efficiently as possible, and further strengthening our ESG profile. Annual targets are set for the organization and are closely monitored. Our sustainability report is available on our website, www.teekay.com. The information contained in our sustainability report and on our website is not part of this annual report.

We provide expertise in various functions critical to the operations of our operating subsidiaries. We believe this arrangement affords a safe, efficient and cost-effective operation. Our subsidiaries also provide to us access to human resources, financial and other administrative functions pursuant to administrative services agreements.

Critical ship management functions undertaken by us are:

vessel maintenance (including repairs and dry docking) and certification;
crewing by competent seafarers;
procurement of stores, bunkers and spare parts;
management of emergencies and incidents;
supervision of shipyard and projects during new-building, conversions, lay up and recycling;
terminal support;
insurance; and
financial management services.

These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management.

Our day-to-day focus on cost efficiencies is applied to all aspects of our operations. In 2003, Teekay Corporation and two other shipping companies established a purchasing cooperation agreement called the TBW Alliance, which leverages the purchasing power of the combined fleets, mainly in such commodity areas as marine lubricants, coatings and chemicals and gases.
Risk of Loss and Insurance
The operation of any ocean-going vessel or facility carries an inherent risk of catastrophic marine disasters, death or injury of persons and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. In addition, the transportation and transfer/lightering of crude oil and petroleum products is subject to the risk of spills and to business interruptions due to political circumstances in foreign countries, hostilities, labor strikes, sanctions and boycotts, whether relating to us or any of our joint venture partners, suppliers or customers. The occurrence of any of these events may result in loss of revenues or increased costs.

We carry hull and machinery (marine and war risks) and protection and indemnity insurance coverage, and other liability insurance, to protect against most of the accident-related risks involved in the conduct of our business. Hull and machinery insurance covers loss of or damage to a vessel due to marine perils such as collision, grounding and weather. Protection and indemnity insurance indemnifies us against liabilities incurred while operating vessels, including injury to our crew or third parties, cargo loss and pollution. The current maximum amount of our coverage for pollution is $1 billion per vessel per incident. We also carry insurance policies covering war risks (including piracy and terrorism).

We believe that our current insurance coverage is adequate to protect against most of the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage. However, we cannot guarantee that all covered risks are adequately insured against, that any particular claim will be paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. More stringent environmental regulations have resulted in increased costs for, and may result in the lack of availability of, insurance against risks of environmental damage or pollution. In addition, the cost of protection and indemnity insurance significantly increased since 2021.

In our operations, we use a thorough risk management program that includes, among other things, risk analysis tools, maintenance and assessment programs, a seafarers' competence training program, seafarers' workshops and membership in emergency response organizations.

We have achieved certification under the standards reflected in ISO 9001 for quality assurance, ISO 14001 for environment management systems, ISO 45001:2018, and the IMO’s International Management Code for the Safe Operation of Ships and Pollution Prevention on a fully integrated basis.
25

Operations Outside of the United States
Because our operations are primarily conducted outside of the United States, we are affected by currency fluctuations, to the extent we do not contract in U.S. dollars, and by changing economic, political and governmental conditions in the countries where we engage in business or where our vessels are registered. Past political conflicts in those regions, particularly in the Arabian Gulf, have included attacks on tankers, mining of waterways and other efforts to disrupt shipping in the area. Vessels trading in certain regions have also been subject to acts of piracy. In addition to tankers, targets of terrorist attacks could include oil pipelines, and offshore oil fields. The escalation of existing or the outbreak of future, hostilities or other political instability in regions where we operate could affect our trade patterns, increase insurance costs, increase tanker operational costs and otherwise adversely affect our operations and performance. In addition, tariffs, trade embargoes, and other economic sanctions by the United States or other countries against countries in the Indo-Pacific Basin, Russia or elsewhere as a result of terrorist attacks or other actions may limit trading activities with those countries, which could also adversely affect our operations and performance.
Customers
We have derived, and believe that we will continue to derive, a significant portion of our revenues from a limited number of customers. Our customers include major energy and utility companies, major oil traders, large oil consumers and petroleum product producers, government agencies, and various other entities that depend upon marine transportation. No customer accounted for over 10% of our consolidated revenues from continuing operations during 2021 or 2020 (2019 – one customer for 13% or $160 million). The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer, or the inability of a significant customer to pay for our services, could have a material adverse effect on our business, financial condition and results of operations.
Flag, Classification, Audits and Inspections
Our vessels are registered with reputable flag states, and the hull and machinery of all of our vessels have been “Classed” by one of the major classification societies and members of International Association of Classification Societies ltd (or IACS): Bureau Veritas (or BV), Lloyd’s Register of Shipping, the American Bureau of Shipping or DNV.

The applicable classification society certifies that the vessel’s design and build conform to the applicable Class rules and meets the requirements of the applicable rules and regulations of the country of registry of the vessel and the international conventions to which that country is a signatory. The classification society also verifies throughout the vessel’s life that it continues to be maintained in accordance with those rules. In order to validate this, the vessels are surveyed by the classification society, in accordance with the classification society rules, which in the case of our vessels follows a comprehensive five-year special survey cycle, renewed every fifth year. During each five-year period, the vessel undergoes annual and intermediate surveys, the scrutiny and intensity of which is primarily dictated by the age of the vessel.

In addition to class surveys, the vessel’s flag state also verifies the condition of the vessel during annual flag state inspections, either independently or by additional authorization to class. Also, port state authorities of a vessel’s port of call are authorized under international conventions to undertake regular and spot checks of vessels visiting their jurisdiction.

Processes followed onboard are audited by either the flag state or the classification society acting on behalf of the flag state to ensure that they meet the requirements of the ISM Code. DNV typically carries out this task. We also follow an internal process of internal audits undertaken annually at each office and vessel.

We follow a comprehensive inspections scheme supported by our sea staff, shore-based operational and technical specialists and members of our Fleet Training Officer program. We typically carry out a minimum of two such inspections annually, which helps ensure that:

our vessels and operations adhere to our operating standards;
the structural integrity of the vessel is being maintained;
machinery and equipment are being maintained to give reliable service;
we are optimizing performance in terms of speed and fuel consumption; and
our vessels’ appearance supports our brand and meets customer expectations.

Our customers also often carry out vetting inspections under the Ship Inspection Report Program, which is a significant safety initiative introduced by the Oil Companies International Marine Forum to specifically address concerns about sub-standard vessels. The inspection results permit charterers to screen a vessel to ensure that it meets their general and specific risk-based shipping requirements.

We believe that the heightened environmental and quality concerns of insurance underwriters, regulators and charterers will generally lead to greater scrutiny, inspection and safety requirements on all vessels in the oil tanker market and will accelerate the scrapping or phasing out of older vessels throughout the market.

Overall, we believe that our well-maintained and high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality of service.
26

Regulations
General
Our business and the operation of our vessels are significantly affected by international conventions and national, state and local laws and regulations in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because these conventions, laws and regulations change frequently, we cannot predict the ultimate cost of compliance or their impact on the resale price or useful life of our vessels. Additional conventions, laws, and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business, and that may materially affect our operations. We are required by various governmental and quasi-governmental agencies to obtain permits, licenses, and certificates with respect to our operations. Subject to the discussion below and to the fact that the kinds of permits, licenses and certificates required for the operations of the vessels we own will depend on a number of factors, we believe that we will be able to continue to obtain all permits, licenses and certificates material to the conduct of our operations.
International Maritime Organization
The IMO is the United Nations’ agency for maritime safety and prevention of pollution. IMO regulations relating to pollution prevention for oil tankers have been adopted by many of the jurisdictions in which our tanker fleet operates. Under IMO regulations and subject to limited exceptions, a tanker must be of double-hull construction in accordance with the requirements set out in these regulations or be of another approved design ensuring the same level of protection against oil pollution. All of our tankers are double-hulled.
Many countries, but not the United States, have ratified and follow the liability regime adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended (or CLC). Under this convention, 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 (e.g., crude oil, fuel oil, heavy diesel oil or lubricating oil), subject to certain defenses. The right to limit liability to specified amounts that are periodically revised is forfeited under the CLC when the spill is caused by the owner’s actual fault or when the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative regimes or common law governs, and liability is imposed either on the basis of fault or in a manner similar to the CLC.
IMO regulations also include the International Convention for Safety of Life at Sea (or SOLAS), including amendments to SOLAS implementing the International Ship and Port Facility Security Code (or ISPS), the ISM Code and the International Convention on Load Lines of 1966. SOLAS provides rules for the construction of and the equipment required for commercial vessels and includes regulations for their safe operation. Flag states which have ratified the convention and the treaty generally employ the classification societies, which have incorporated SOLAS requirements into their class rules, to undertake surveys to confirm compliance.
SOLAS and other IMO regulations concerning safety, including those relating to treaties on the training of shipboard personnel, lifesaving appliances, navigation, radio equipment and the global maritime distress and safety system, are applicable to our operations. Non-compliance with IMO regulations, including SOLAS, the ISM Code and ISPS Code may subject us to increased liability or penalties, 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. For example, the United States Coast Guard (or USCG) and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in the United States and European Union ports. The ISM Code requires vessel operators to obtain a safety management certification for each vessel they manage, evidencing the shipowner’s development and maintenance of an extensive safety management system. Each of the existing vessels in our fleet is currently ISM Code-certified, and we obtain, a safety management certificate for each newbuilding on delivery.
Annex VI to the IMO’s International Convention for the Prevention of Pollution from Ships (or MARPOL) (or Annex VI) sets limits on sulfur oxide (or SOx) and nitrogen oxide (or NOx) emissions from ship exhausts and prohibits emissions of ozone depleting substances, emissions of volatile compounds from cargo tanks and the incineration of specific substances. Annex VI also includes a world-wide cap on the sulfur content of fuel oil and allows for special “emission control areas” (or ECAs) to be established with more stringent controls on sulfur emissions. Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016, and which operate in the North American ECA or the U.S. Caribbean Sea ECA as well as ECAs designated in the future by the IMO. Tier III limits are 80% below Tier I and these cannot be achieved without additional means such as Selective Catalytic Reduction (or SCR). In October 2016, the IMO’s Marine Environment Protection Committee (or MEPC) approved the designation of the North Sea (including the English Channel) and the Baltic Sea as ECAs for NOx emissions; these ECAs and the related amendments to Annex VI of MARPOL (with some exceptions) entered into effect on January 1, 2019. This requirement will be applicable for new ships constructed on or after January 1, 2021 if they visit the Baltic or North Sea (including the English Channel) and requires the future trading area of a ship to be assessed at the contract stage. There are exemption provisions to allow ships with only Tier II engines, to navigate in a NOx Tier III ECA if the ship is departing from a shipyard where the ship is newly built or visiting a shipyard for conversion/repair/maintenance without loading/unloading cargoes.
Effective January 1, 2020, Annex VI imposes a global limit for sulfur in fuel oil used on board ships of 0.50% m/m (mass by mass), regardless of whether a ship is operating outside a designated ECA. The ECA limit of 0.10% will still apply, as will any applicable local regulations. Effective March 1, 2020, the carriage of non-compliant fuel is prohibited. To comply with the 2020 global sulfur limit for fuel, ships must utilize different fuels containing low or very low sulfur (e.g., low sulfur fuel oil (or LSFO), very low sulfur fuel oil (or VLSFO), low sulfur marine gas oil (or LSMGO), biofuels or other compliant fuels such as LNG), or utilize exhaust gas cleaning systems, known as “scrubbers”. Amendments to the information to be included in bunker delivery notes relating to the supply of marine fuel oil to ships fitted with alternative mechanisms to address sulfur emission requirements (e.g., scrubbers) became effective January 1, 2019.

27

We have implemented procedures to comply with the Annex VI sulfur limit in our conventional tanker fleet and switched to burning compliant low sulfur fuel before the January 1, 2020 implementation date. We have not installed any scrubbers on our conventional tanker fleet. At present, neither the IMO nor the International Organization for Standardization has implemented globally accepted quality standards for 0.50% m/m fuel oil. We intend, and where applicable, expect our charterers to procure 0.50% m/m fuel oil from top tier suppliers. However, until such time that a globally accepted quality standard is issued, the quality of 0.50% m/m fuel oil that is supplied to the entire industry (including in respect of our vessels) is inherently uncertain. Low quality or a lack of access to high-quality low sulfur fuel may lead to a disruption in our operations (including mechanical damage to our vessels), which could impact our business, financial condition, and results of operations.

As of March 1, 2018, amendments to Annex VI impose requirements for ships of 5,000 gross tonnage and above to collect fuel oil consumption data for ships, as well as certain other data including proxies for transport work. Amendments to MARPOL Annex VI that make the data collection system for fuel oil consumption of ships mandatory were adopted at the 70th session of the MEPC held in October 2016 and entered into force on March 1, 2018. The amendments require operators to update the vessels' Ship Energy Efficiency Management Plan (or SEEMP) to include a part II describing the ship-specific methodology that will be used for collecting and measuring data for fuel oil consumption, distance travelled, hours underway, ensuring data quality is maintained and the processes that will be used to report the data to the Flag State Administration. This has been verified as compliant on all ships for calendar year 2019 and 2020. A confirmation of Compliance has been provided by the Ship's Flag State Administration / Recognized Organization on behalf of Flag State and is kept on board. Data collection for 2021 has been completed, and the verification of the data is ongoing by DNV who are the authorized verifiers. The process is expected to be completed by end of April 2022.

IMO regulations required that as of January 1, 2015, all vessels operating within ECAs worldwide recognized under MARPOL Annex VI must comply with 0.1% sulfur requirements. Certain modifications were necessary in order to optimize operation on LSMGO of equipment originally designed to operate on Heavy Fuel Oil (or HFO), and to ensure our compliance with the EU Directive. In addition, LSMGO is more expensive than HFO, and this impacts the costs of operations. We are primarily exposed to increased fuel costs through in our spot trading vessels, although our competitors bear a similar cost increase as this is a regulatory item applicable to all vessels. All required vessels in our fleet trading to and within regulated low sulfur areas are able to comply with fuel requirements.
The IMO has issued guidance regarding protecting against acts of piracy off the coast of Somalia. We comply with these guidelines.
IMO Guidance for countering acts of piracy and armed robbery is published by the IMO’s Maritime Safety Committee (or MSC). MSC.1/Circ.1339 (Piracy and armed robbery against ships in waters off the coast of Somalia) outlines Best Management Practices for protection against Somalia based Piracy. Specifically, MSC.1/Circ.1339 provides guidance to shipowners and ship operators, shipmasters, and crews on preventing and suppressing acts of piracy and armed robbery and was adopted by the IMO through Resolution MSC.324(89). The Best Management Practices (or BMP) is a joint industry publication by BIMCO, ICS, IGP&I Clubs, INTERTANKO and OCIMF VIQ Version 7 as the latest. Our fleet follows the guidance within BMP 5 when transiting in other regions with recognized threat levels for piracy and armed robbery, including West Africa.

The IMO's Ballast Water Management Convention entered into force on September 8, 2017. The convention stipulates two standards for discharged ballast water. The D-1 standard covers ballast water exchange while the D-2 standard covers ballast water treatment. The convention requires the implementation of either the D-1 or D-2 standard. There will be a transitional period from the entry into force to the International Oil Pollution Prevention (or IOPP) renewal survey in which ballast water exchange (reg. D-1) can be employed. The IMO’s MEPC agreed to a compromise on the implementation dates for the D-2 discharge standard: ships constructed on or after September 8, 2017 must comply with the D-2 standard upon delivery. Existing ships should be D-2 compliant on the first IOPP renewal following entry into force if the survey is completed on or after September 8, 2019, or a renewal IOPP survey was completed on or after September 8, 2014 but prior to September 8, 2017. Ships should be D-2 compliant on the second IOPP renewal survey after September 8, 2017 if the first renewal survey after that date was completed prior to September 8, 2019 and if the previous two conditions are not met. Vessels will be required to meet the discharge standard D-2 by installing an approved BWTS.
Besides the IMO convention, ships sailing in U.S. waters are required to deploy a type approved BWTS which is compliant with USCG regulations. The USCG has approved a number of BWTSs both nationally and internationally, out of which Alfa Laval (Sweden), Ocean Saver (Norway), Techcross, and De Nora are under Teekay’s approved list for retrofit. We estimate that the installation of approved BWTS will cost approximately $1.5 million per vessel between the years 2022 and 2023.
MARPOL Annex I also state that oil residue may be discharged directly from the sludge tank to the shore reception facility through standard discharge connections. They may also be discharged to the incinerator or to an auxiliary boiler suitable for burning the oil by means of a dedicated discharge pump. Amendments to Annex I expand on the requirements for discharge connections and piping to ensure residues are properly disposed of. Annex I is applicable for existing vessels with a first renewal survey beginning on or after January 1, 2017.
Amendments to MARPOL Annex V were adopted at the 70th session of the MEPC held in October 2016 and entered into force on March 1, 2018. The changes include criteria for determining whether cargo residues are harmful to the marine environment and a new Garbage Record Book (or GRB) format with a new garbage category for e-waste. Solid bulk cargo as per regulation VI/1-1.2 of SOLAS, other than grain, shall now be classified as per the criteria in the new Appendix I of MARPOL Annex V, and the shipper shall then declare whether or not the cargo is harmful to the marine environment. A new form of the GRB has been included in Appendix II to MAROL Annex V. The GRB is now divided into two parts: Part I - for all garbage other than cargo residues, applicable to all ships. PART II - for cargo residues only applicable to ships carrying solid bulk cargo. These changes are reflected in the vessels latest revised GRB.
The IMO has also adopted an International Code for Ships Operating in Polar Waters (or Polar Code) which deals with matters regarding the design, construction, equipment, operation, search and rescue and environmental protection in relation to ships operating in waters surrounding the two poles. The Polar Code includes both safety and environmental provisions. The Polar Code and related amendments entered into force in January 2017. The Polar Code is mandatory for new vessels built after January 1, 2017. For existing ships, this code will be applicable from the first intermediate or renewal survey, whichever occurs first, beginning on or after January 1, 2018. All of our vessels trading in this area are fully compliant with the Polar Code.
28

MSC 91 adopted amendments to SOLAS Regulation II-2/10 to clarify that a minimum of two-way portable radiotelephone apparatus for each fire party for firefighters' communication shall be carried on board. These radio devices shall be of explosion proof type or intrinsically safe type. All existing ships built before July 1, 2014 should comply with this requirement by the first safety equipment survey after July 1, 2018. All new vessels constructed (keel laid) on or after July 1, 2014 must comply with this requirement at the time of delivery. Amendments to SOLAS Regulation II-1/3/-12 on protection against noise, Regulation II-2/1 and II 2/10 on firefighting came into force on July 1, 2014. Existing ships built before July 1, 2014 were required to comply by July 1, 2019.
As per MSC. 338(91), requirements have been highlighted for audio and visual indicators for breathing apparatus which will alert the user before the volume of the air in the cylinder has been reduced to no less than 200 liters. This applies to ships constructed on or after July 1, 2014. Ships constructed before July 1, 2014 were required to comply no later than July 1, 2019. As of December 31, 2021, all of our vessels are in compliance with these requirements.
Cyber-related risks are operational risks that are appropriately assessed and managed in accordance with the safety management requirements of the ISM Code. Cyber risks are required to be appropriately addressed in our safety management system no later than the first annual verification of our Document of Compliance after January 1, 2021. As of July 2021, verification audits of our Document of Compliance have been completed.
The Maritime Labour Convention (MLC) 2006 was adopted by the International Labour Conference at its 94th (Maritime) Session (2006), establishing minimum working and living conditions for seafarers. The convention entered into force August 20, 2013, with further amendments approved by the International Labour Conference at its 103rd Session (2014). The MLC establishes a single, coherent instrument embodying all up-to-date standards of existing international maritime labour conventions and recommendations, as well as the fundamental principles to be found in other international labour conventions. All of our maritime labour contracts comply with the MLC.

The IMO continues to review and introduce new regulations and as such, it is difficult to predict what additional requirements, if any, may be adopted by the IMO and what effect, if any, such regulations might have on our operations.

European Union (or EU)

The EU has adopted legislation that: bans from European waters manifestly sub-standard vessels (defined as vessels that have been detained twice by EU port authorities in the preceding two years); creates obligations on the part of EU member port states to inspect minimum percentages of vessels using these ports annually; provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; and provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.

Two regulations that are part of the implementation of the Port State Control Directive, came into force on January 1, 2011 and introduced a ranking system (published on a public website and updated daily) displaying shipping companies operating in the EU with the worst safety records. The ranking is judged upon the results of the technical inspections carried out on the vessels owned by a particular shipping company. Those shipping companies that have the most positive safety records are rewarded by subjecting them to fewer inspections, while those with the most safety shortcomings or technical failings recorded upon inspection will in turn be subject to a greater frequency of official inspections to their vessels.
The EU has, by way of Directive 2005/35/EC, as amended by Directive 2009/123/EC, created a legal framework for imposing criminal penalties in the event of discharges of oil and other noxious substances from ships sailing in its waters, irrespective of their flag. This relates to discharges of oil or other noxious substances from vessels. Minor discharges shall not automatically be considered as offenses, except where repetition leads to deterioration in the quality of the water. The persons responsible may be subject to criminal penalties if they have acted with intent, recklessly or with serious negligence and the act of inciting, aiding and abetting a person to discharge a polluting substance may also lead to criminal penalties.
The EU adopted a Directive requiring the use of low sulfur fuel. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states’ territorial seas, exclusive economic zones and pollution control zones that are included in SOX Emission Control Areas. Other jurisdictions have also adopted similar regulations.
All ships above 5,000 gross tonnage calling EU waters are required to comply with EU-MRV regulations. These regulations came into force on July 1, 2015 and aim to reduce greenhouse gas (or GHG) emissions within the EU. It requires ships carrying out maritime transport activities to or from European Economic Area (or EEA) ports to monitor and report information including verified data on their CO2 emissions from January 1, 2018 onwards. Data collection takes place on a per voyage basis and started from January 1, 2018. The reported CO2 emissions, together with additional data (e.g., cargo, energy efficiency parameters), are to be verified by independent verifiers and sent to a central database, managed by the European Maritime Safety Agency (or EMSA). We entered into an agreement with DNV for monitoring, verification and reporting as required by this regulation. The reporting period for the 2021 calendar year has been completed and emission reports for the vessels which have carried out EU voyages have been submitted in the THETIS Database. Based on emission reports submitted in THETIS, a document of compliance has been issued and is placed on board.

The EU Ship Recycling Regulation was adopted in 2013. This regulation aims to prevent, reduce and minimize accidents, injuries and other negative effects on human health and the environment when ships are recycled and the hazardous waste they contain is removed. The legislation applies to all ships flying the flag of an EU country and to vessels with non-EU flags that call at an EU port or anchorage. It sets out responsibilities for ship owners and for recycling facilities both in the EU and in other countries. Each new ship is required to have on board an inventory of the hazardous materials (such as asbestos, lead or mercury) it contains in either its structure or equipment. The use of certain hazardous materials is forbidden. Before a ship is recycled, its owner must provide the company carrying out the work with specific information about the vessel and prepare a ship recycling plan. Recycling may only take place at facilities listed on the EU ‘List of facilities’.

29

The EU Ship Recycling Regulation generally entered into force on December 31, 2018, with certain provisions applicable from December 31, 2020. Compliance timelines are as follows: EU-flagged newbuildings were required to have onboard a verified Inventory of Hazardous Materials (or IHM) with a Statement of Compliance by December 31, 2018, existing EU-flagged vessels are required to have onboard a verified IHM with a Statement of Compliance by December 31, 2020, and non-EU-flagged vessels calling at EU ports are also required to have onboard a verified IHM with a Statement of Compliance latest by December 31, 2020. Teekay Tankers contracted with a class-approved HazMat expert company to assist in the preparation of Inventory of Hazardous Materials and obtaining Statements of Compliance for its vessels. The EU Commission also adopted a European List of approved ship recycling facilities, as well as four further decisions dealing with certification and other administrative requirements set out in the EU Ship Recycling Regulation. In 2014, the Council Decision 2014/241/EU authorized EU countries having ships flying their flag or registered under their flag to ratify or to accede to the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships. The Hong Kong Convention is not yet ratified.

North Sea

Our FPSO units operate in the North Sea.

There is no international regime in force which deals with compensation for oil pollution from offshore craft such as FPSOs. Whether the CLC and the International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage 1971, as amended by the 1992 Protocol (or the Fund Convention), which deal with liability and compensation for oil pollution and the Convention on Limitation of Liability for Maritime Claims 1976, as amended by the 1996 Protocol (or the 1976 Limitation of Liability Convention), which deals with limitation of liability for maritime claims, apply to FPSOs is neither straightforward nor certain. This is due to the definition of “ship” under these conventions and the requirement that oil is “carried” onboard the relevant vessel. Nevertheless, the wording of the 1992 Protocol to the CLC leaves room for arguing that FPSOs and oil pollution caused by them can come under the ambit of these conventions for the purposes of liability and compensation. However, the application of these conventions also depends on their implementation by the relevant domestic laws of the countries which are parties to them.

The UK’s Merchant Shipping Act 1995, as amended (or MSA), implements the CLC but uses a wider definition of a “ship” than the one used in the CLC and in its 1992 Protocol but still refers to the criteria used by the CLC. It is therefore doubtful that FPSOs fall within its wording. However, the MSA also includes separate provisions for liability for oil pollution. These apply to vessels which fall within a much wider definition and include non-seagoing vessels. It is arguable that the wording of these MSA provisions is wide enough to cover oil pollution caused by offshore crafts such as FPSOs. The liability regime under these MSA provisions is similar to that imposed under the CLC but limitation of liability is subject to the 1976 Limitation of Liability Convention regime (as implemented in the MSA).

With regard to the 1976 Limitation of Liability Convention, it is, again, doubtful whether it applies to FPSOs, as it contains certain exceptions in relation to vessels constructed for or adapted to and engaged in drilling and in relation to floating platforms constructed for the purpose of exploring or exploiting natural resources of the seabed or its subsoil. However, these exceptions are not included in the legislation implementing the 1976 Limitation of Liability Convention in the UK, which is also to be found in the MSA. In addition, the MSA sets out a very wide definition of “ship” in relation to which the 1976 Limitation of Liability Convention is to apply and there is room for argument that if FPSOs fall within that definition of “ship”, they are subject in the UK to the limitation provisions of the 1976 Limitation of Liability Convention.

In the absence of an international regime regulating liability and compensation for oil pollution caused by offshore oil and gas facilities, the Offshore Pollution Liability Agreement 1974 was entered into by a number of oil companies and became effective in 1975. This is a voluntary industry oil pollution compensation scheme which is funded by the parties to it. These are operators or intending operators of offshore facilities used in the exploration for and production of oil and gas located within the jurisdictions of a number of “Designated States” which include the UK, Denmark, Norway, Germany, France, Greenland, Ireland, the Netherlands, the Isle of Man and the Faroe Islands. The scheme provides for strict liability of the relevant operator for pollution damage and remedial costs, subject to a limit, and the operators must provide evidence of financial responsibility in the form of insurance or other security to meet the liability under the scheme.

With regard to FPSOs, Chapter 7 of Annex I of MARPOL (which contains regulations for the prevention of oil pollution) sets out special requirements for fixed and floating platforms, including, amongst others, FPSOs and floating storage units (or FSU). The IMO’s MEPC has issued guidelines for the application of MARPOL Annex I requirements to FPSOs and FSUs.

The EU’s Directive 2004/35/CE on environmental liability with regard to the prevention and remedying of environmental damage (or the Environmental Liability Directive) deals with liability for environmental damage on the basis of the “polluter pays” principle. Environmental damage includes damage to protected species and natural habitats and damage to water and land. Under this Directive, operators whose activities caused environmental damage or the imminent threat of such damage are to be held liable for the damage (subject to certain exceptions). With regard to environmental damage caused by specific activities listed in the Directive, operators are strictly liable. This is without prejudice to their right to limit their liability in accordance with national legislation implementing the 1976 Limitation of Liability Convention. The Directive applies both to damage which has already occurred and where there is an imminent threat of damage. It also requires the relevant operator to take preventive action, to report an imminent threat and any environmental damage to the regulators and to perform remedial measures, such as clean-up. The Environmental Liability Directive is implemented in the UK by the Environmental Damage (Prevention and Remediation) Regulations 2015.

In June 2013, the EU adopted Directive 2013/30/EU on safety of offshore oil and gas operations and amending Directive 2004/35/EC (or the Offshore Safety Directive). This Directive lays down minimum requirements for member states and the European Maritime Safety Agency for the purposes of reducing the occurrence of major accidents related to offshore oil and gas operations, thus increasing protection of the marine environment and coastal economies against pollution, establishing minimum conditions for safe offshore exploration and exploitation of oil and gas, and limiting disruptions to the EU’s energy production and improving responses to accidents. The Offshore Safety Directive sets out extensive requirements, such as preparation of a major hazard report with risk assessment, emergency response plan and safety and environmental management system applicable to the relevant oil and gas installation before the planned commencement of the operations, independent verification of safety and environmental critical elements identified in the risk assessment for the relevant oil and gas installation, and ensuring that factors such as the applicant’s safety and environmental performance and its financial capabilities or security to meet potential liabilities arising from the oil and gas operations are taken into account when considering granting a license.

30

Under the Offshore Safety Directive, Member States are to ensure that the relevant licensee is financially liable for the prevention and remediation of environmental damage (as defined in the Environmental Liability Directive) caused by offshore oil and gas operations carried out by or on behalf of the licensee or the operator. Member States must lay down rules on penalties applicable to infringements of the legislation adopted pursuant to this Directive. Member States were required to bring into force laws, regulations and administrative provisions necessary to comply with this Directive by July 19, 2015. The Offshore Safety Directive has been implemented in the UK by a number of different UK Regulations, including the Environmental Damage (Prevention and Remediation) (England) Regulations 2015, as amended, (which revoked and replaced the Environmental Damage (Prevention and Remediation) Regulations 2015) and the Offshore Installations (Offshore Safety Directive) (Safety Case etc.) Regulations 2015, as amended, both of which entered into force on July 19, 2015.

In addition to the regulations imposed by the IMO and EU, countries having jurisdiction over North Sea areas impose regulatory requirements in connection with operations in those areas, including HSE in the United Kingdom and NPD in Norway. These regulatory requirements, together with additional requirements imposed by operators in North Sea oil fields, require that we make further expenditures for sophisticated equipment, reporting and redundancy systems on FPSOs and for the training of seagoing staff. Additional regulations and requirements may be adopted or imposed that could further increase the cost of doing business in the North Sea.

United States

The United States has enacted an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills, including discharges of oil cargoes, bunker fuels or lubricants, primarily through the Oil Pollution Act of 1990 (or OPA 90) and the Comprehensive Environmental Response, Compensation and Liability Act (or CERCLA). OPA 90 affects all owners, bareboat charterers, and operators whose vessels trade to the United States or its territories or possessions or whose vessels operate in United States waters, which include the U.S. territorial sea and 200-mile exclusive economic zone around the United States. CERCLA applies to the discharge of “hazardous substances” rather than “oil” and imposes strict joint and several liability upon the owners, operators or bareboat charterers of vessels for clean-up costs and damages arising from discharges of hazardous substances. We believe that petroleum products should not be considered hazardous substances under CERCLA, but additives to oil or lubricants used on other vessels might fall within its scope.

Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally, and strictly liable (unless the oil spill results solely from the act or omission of a third party, an act of God or an act of war and the responsible party reports the incident and reasonably cooperates with the appropriate authorities) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. These other damages are defined broadly to include: natural resources damages and the related assessment costs; real and personal property damages; net loss of taxes, royalties, rents, fees and other lost revenues; lost profits or impairment of earning capacity due to property or natural resources damage; 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.
OPA 90 limits the liability of responsible parties in an amount it periodically updates. The liability limits do not apply if the incident was proximately caused by violation of applicable U.S. federal safety, construction or operating regulations, including IMO conventions to which the United States is a signatory, or by the responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the oil removal activities. Liability under CERCLA is also subject to limits unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations. We currently maintain for each of our vessels pollution liability coverage in the maximum coverage amount of $1 billion per incident. A catastrophic spill could exceed the coverage available, which could harm our business, financial condition, and results of operations.
Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January 1, 1994 and operating in U.S. waters must be double-hulled. All our tankers are double-hulled.
OPA 90 also requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility in an amount at least equal to the relevant limitation amount for such vessels under the statute. The USCG has implemented regulations requiring that an owner or operator of a fleet of vessels must demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum limited liability under OPA 90 and CERCLA. Evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance, guaranty or an alternate method subject to approval by the USCG. Under the self-insurance provisions, the ship owners or operators must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the USCG regulations by using self-insurance for certain vessels and obtaining financial guaranties from a third party for the remaining vessels. If other vessels in our fleet trade into the United States in the future, we expect to obtain guaranties from third-party insurers.
OPA 90 and CERCLA permit individual U.S. states to impose their own liability regimes with regard to oil or hazardous substance pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited strict liability for spills. Several coastal states, such as California, Washington and Alaska require state-specific evidence of financial responsibility and vessel response plans. We comply with all applicable state regulations in the ports where our vessels call.
Owners or operators of vessels, including tankers operating in U.S. waters, are required to file vessel response plans with the USCG, and their tankers are required to operate in compliance with USCG approved plans. Such 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.
All our vessels have USCG approved vessel response plans. In addition, we conduct regular oil spill response drills in accordance with the guidelines set out in OPA 90. The USCG has announced it intends to propose similar regulations requiring certain vessels to prepare response plans for the release of hazardous substances. Similarly, we also have California Vessel Contingency Plans on board vessels which are likely to call ports in State of California.
31

OPA 90 and CERCLA do not preclude claimants from seeking damages resulting from the discharge of oil and hazardous substances under other applicable law, including maritime tort law. The application of this doctrine varies by jurisdiction.
The U.S. Clean Water Act (or the Clean Water Act) also prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges. The Clean Water Act imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA 90 and CERCLA discussed above.
Our vessels that discharge certain effluents, including ballast water, in U.S. waters must obtain a Clean Water Act permit from the Environmental Protection Agency (or EPA) titled the “Vessel General Permit” (or VGP) and comply with a range of effluent limitations, best management practices, reporting, inspections and other requirements. The Vessel General Permit incorporated USCG requirements for ballast water exchange and includes specific technology-based requirements for vessels, as well as an implementation schedule to require vessels to meet the ballast water effluent limitations by the first dry docking after January 1, 2016, depending on the vessel size. The Vessel Incidental Discharge Act (or VIDA) was signed into law on December 4, 2018 and establishes a new framework for the regulation of vessel incidental discharges under the CWA. VIDA requires the EPA to develop performance standards for approximately 30 discharges by December 2020 (similar to the discharges in the EPA 2013 VGP). In most cases, the future standards will be at least as stringent as the existing EPA 2013 VGP requirements and will be technology-based. Two years thereafter, the USCG is required to develop corresponding implementation, compliance, and enforcement regulations. These may include requirements governing the design, construction, testing, approval, installation and use of devices to achieve the EPA national standards of performance (or NSPs). Under VIDA, all provisions of the VGP remain in force and effect as currently written until the USCG regulations are finalized. Vessels that are constructed after December 1, 2013 are subject to the ballast water numeric effluent limitations. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards. Every five years the Vessel General Permit gets reissued, however the provisions of the 2013 VGP, as currently written, will apply beyond 2018, until the EPA publishes new NSPs and the USCG develops implementing regulations for those NSPs which could take up to four years.
Since January 1, 2014, the California Air Resources Board has required that vessels that burn fuel within 24 nautical miles of California burn fuel with 0.1% sulfur content or less.

Various states in the United States, including California, have implemented additional regulations relating to the environment and operation of vessels. The California Biofouling Management Plan requires: developing and maintaining a Biofouling Management Plan, developing and maintaining a Biofouling Record Book, mandatory biofouling management of the vessel’s wetted surfaces, mandatory biofouling management for vessels that undergo an extended residency period (e.g. remain in the same location for 45 or more days). All vessels calling in California waters were required to submit the "Annual Marine Invasive Reporting Form" by October 1, 2017 and should have a CA-Biofouling management plan after a vessel’s first regularly scheduled dry dock after January 1, 2018, or upon delivery on or after January 1, 2018.

China

China previously established ECAs in the Pearl River Delta, Yangtze River Delta and Bohai Sea, which took effect on January 1, 2016. The Hainan ECA took effect on January 1, 2019. From January 1, 2019, all the ECAs have merged, and the scope of Domestic Emission Controls Areas (or DECAs) were extended to 12 nautical miles from the coastline, covering the Chinese mainland territorial coastal areas as well as the Hainan Island territorial coastal waters. From January 1, 2019, all vessels navigating within the Chinese mainland territorial coastal DECAs and at berths are required to use marine fuel with sulfur content of maximum 0.50% m/m. As per the new regulation, ships can also use alternative methods such as an Exhaust Gas Scrubber, LNG or other clean fuel that reduces the SOx to the same level or lower than the maximum required limits of sulfur when using fossil fuel in the DECA areas or when at berth. All the vessels without an exhaust gas cleaning system entering the emission control area are only permitted to carry and use the compliant fuel oil specified by the new regulation.
From July 1, 2019, vessels engaged on international voyages (except tankers) that are equipped to connect to shore power must use shore power if they berth for more than three hours (or for more than two hours for inland river control area) in berths with shore supply capacity in the coastal control areas.
From January 1, 2020, all vessels navigating within the Chinese mainland territorial coastal DECAs should use marine fuel with a maximum 0.5% m/m sulfur cap. All the vessels entering China inland waterway emission control area are to use the fuel oil with sulfur content not exceeding 0.1% m/m. Any vessel using or carrying non-compliant fuel oil due to the non-availability of compliant fuel oil is to submit a fuel oil non-availability report to the China Maritime Safety Administration (or CMSA) of the next arrival port before entering waters under the jurisdiction of China.
From March 1, 2020, all vessels entering waters under the jurisdiction of the People’s Republic of China are prohibited to carry fuel oil of sulfur content exceeding 0.50% m/m on board ships. Any vessel carrying non-compliant fuel oil in the waters under the jurisdiction of China is to:
discharge the non-compliant fuel oil; or
as permitted by the CMSA of calling port, to retain the non-compliant fuel oil on board with a commitment letter stating it will not be used in waters under the jurisdiction of China.

New Zealand

New Zealand's Craft Risk Management Standard (or CRMS) requirements are based on the IMO's guidelines for the control and management of ships' biofouling to minimize the transfer of invasive aquatic species.
Marine pests and diseases brought in on vessel hulls (or biofouling) are a threat to New Zealand's marine resources. From May 15, 2018, all vessels arriving in New Zealand will need to have a clean hull. Vessels staying up to 20 days and only visiting designated ports (places of first arrival) will be allowed a slight amount of biofouling. Vessels staying longer and visiting other places will only be allowed a slime layer and goose barnacles.
32

Republic of Korea

The Korean Ministry of Oceans and Fisheries announced an air quality control program that defines selected South Korean ports and areas as ECAs. The ECAs cover Korea’s five major port areas: Incheon, Pyeongtaek & Dangjin, Yeosu & Gwangyang, Busan and Ulsan. From September 1, 2020, ships at berth or at anchor in the new Korean ECAs must burn fuel with a maximum sulfur content of 0.10%. Ships must switch to compliant fuel within one hour of mooring/anchoring and burn compliant fuel until not more than one hour before departure. From January 1, 2022, the requirements have been expanded, and the 0.10% sulfur limit will apply at all times while operating within the ECAs.
A Vessel Speed Reduction Program has also been introduced as a part of an air quality control program on a voluntary compliance basis to certain types of ships (Crude, Chemical and LNG carriers) calling at ports Busan, Ulsan, Yeosu, Gwangyang and Incheon.
India

On October 2, 2019, the Government of India urged its citizens and government agencies to take steps towards phasing out single-use plastics (or SUP). As a result, all shipping participants operating in Indian waters are required to contribute to the Indian government’s goal of phasing out SUPs.
The Directorate General of Shipping, India (or DGS) has mandated certain policies as a result, and in order to comply with these required policies, all cargo vessels are required as of January 31, 2020 to prepare a vessel-specific Ship Execution Plan (or SEP) detailing the inventory of all SUP used on board the vessel and which has not been exempted by DGS. This SEP will be reviewed to determine the prohibition of SUP on the subject vessel.
Vessels will be allowed to use an additional 10% of SUP items in the SEP that have not been prohibited. Amendments to the finalized SEP are discouraged save for material corrections.
Foreign vessels visiting Indian ports are not allowed to use prohibited items while at a place or port in India. However, these items are allowed to be on board provided they are stored at identified locations. SEPs are also required to detail the prevention steps that will be implemented during a vessel’s call at an Indian port to prevent unsanctioned usage of SUPs. This includes the preparation and use of a deck and official log entry identifying all SUP items on board the vessel.
Greenhouse Gas Regulation
In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change (or the Kyoto Protocol) took effect. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of greenhouse gases. In December 2009, more than 27 nations, including the United States, entered into the Copenhagen Accord. The Copenhagen Accord is non-binding but is intended to pave the way for a comprehensive, international treaty on climate change. In December 2015, the Paris Agreement was adopted by a large number of countries at the 21st Session of the Conference of Parties (commonly known as COP 21, a conference of the countries which are parties to the United Nations Framework Convention on Climate Change; the COP is the highest decision-making authority of this organization). The Paris Agreement, which entered into force on November 4, 2016, deals with greenhouse gas emission reduction measures and targets from 2020 in order to limit the global temperature increases to well below 2˚ Celsius above pre-industrial levels. Although shipping was ultimately not included in the Paris Agreement, it is expected that the adoption of the Paris Agreement may lead to regulatory changes in relation to curbing greenhouse gas emissions from shipping.
In July 2011, the IMO adopted regulations imposing technical and operational measures for the reduction of greenhouse gas emissions. These new regulations formed a new chapter in MARPOL Annex VI and became effective on January 1, 2013. The new technical and operational measures include the “Energy Efficiency Design Index” (or the EEDI), which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan,” which is mandatory for all vessels. In October 2016, the IMO’s Marine Environment Protection Committee (or MEPC) adopted updated guidelines for the calculation of the EEDI. In October 2014, the IMO’s MEPC agreed in principle to develop a system of data collection regarding fuel consumption of ships. In October 2016, the IMO adopted a mandatory data collection system under which vessels of 5,000 gross tonnages and above are to collect fuel consumption and other data and to report the aggregated data so collected to their flag state at the end of each calendar year. The new requirements entered into force on March 1, 2018.
All vessels are required to submit fuel consumption data to their respective administration/registered organizations for onward submission to the IMO for analysis and to help with decision making on future measures. The amendments require operators to update the vessel's SEEMP to include descriptions of the ship-specific methodology that will be used for collecting and measuring data for fuel oil consumption, distance travelled, hours underway and processes that will be used to report the data to the Flag State Administration, in order to ensure data quality is maintained.
All of our vessels were verified as being compliant before December 31, 2018, with the first data collection period being for the 2019 calendar year. A Confirmation of Compliance was issued by the administration/registered organization, which must be kept on board the ship. The IMO also approved a roadmap for the development of a comprehensive IMO strategy on the reduction of greenhouse gas emissions from ships with an initial strategy adopted on April 13, 2018 and a revised strategy to be adopted in 2023. Further, the MEPC adopted two other sets of amendments to MARPOL Annex VI related to carbon intensity regulations. The MEPC agreed on combining the technical and operational measures with an entry into force date on January 1, 2023. The Energy Efficiency Existing Ships Index (or EEXI) will be implemented for existing ships as a technical measure to reduce CO2 emissions. The Carbon Intensity Index (or CII) will be implemented as an operational carbon intensity measure to benchmark and improve efficiency. Regulations and frameworks are expected to be fully defined at the next MEPC meeting in June 2022. For Teekay vessels, we have calculated the EEXI and Engine Power Limiter (or EPL) values for our vessels. Further, we are looking at different ways to optimize the emissions either through the use of low friction paints during docking or installing energy saving devices on board our vessels, such as Mewis ducts.

33

The EU has also proposed an expansion of an existing EU emissions trading regime to include emissions of greenhouse gases from vessels, and individual countries in the EU may impose additional requirements. The EU has adopted Regulation (EU) 2015/757 on the monitoring, reporting and verification (or MRV) of CO2 emissions from vessels (or the MRV Regulation), which entered into force on July 1, 2015. The MRV Regulation aims to quantify and reduce CO2 emissions from shipping. It lists the requirements on the MRV of carbon dioxide emissions and requires ship owners and operators to annually monitor, report and verify CO2 emissions for vessels larger than 5,000 gross tonnage calling at any EU and EFTA (Norway and Iceland) port (with a few exceptions, such as fish-catching or fish-processing vessels). Data collection takes place on a per voyage basis and started on January 1, 2018. The reported CO2 emissions, together with additional data, such as cargo and energy efficiency parameters, are to be verified by independent verifiers and sent to a central inspection database hosted by the European Maritime Safety Agency to collate all the data applicable to the EU region. Companies responsible for the operation of large ships using EU ports are required to report their CO2 emissions. While the EU was considering a proposal for the inclusion of shipping in the EU Emissions Trading System as from 2022 (in the absence of a comparable system operating under the IMO), it appears that the decision to include shipping may be deferred until 2023.
In the United States, the EPA issued an “endangerment finding” regarding greenhouse gases under the Clean Air Act. While this finding in itself does not impose any requirements on our industry, it authorizes the EPA to regulate GHG emissions directly through a rule-making process. In addition, climate change initiatives are being considered in the United States Congress and by individual states. Any passage of new climate control legislation or other regulatory initiatives by the IMO, EU, the United States or other countries or states where we operate that restrict emissions of greenhouse gases could have a significant financial and operational impact on our business that we cannot predict with certainty at this time.
Many financial institutions that lend to the maritime industry have adopted the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios. The Poseidon Principles set a benchmark for the banks who fund for the maritime sector, which is based on the IMO GHG strategy. The IMO approved an initial GHG strategy in April 2018 to reduce GHG emissions generated from shipping activity, which represents a significant shift in climate ambition for a sector that currently accounts for 2%-3% of global carbon dioxide emissions. As a result, the Poseidon Principles are expected to enable financial institutions to align their ship finance portfolios with responsible environmental behavior and incentivize international shipping's decarbonization.
Vessel Security
The ISPS was adopted by the IMO in December 2002 in the wake of heightened concern over worldwide terrorism and became effective on July 1, 2004. The objective of ISPS is to enhance maritime security by detecting security threats to ships and ports and by requiring the development of security plans and other measures designed to prevent such threats. Each of the existing vessels in our fleet currently complies with the requirements of ISPS and Maritime Transportation Security Act of 2002 (U.S. specific requirements). Procedures are in place to inform the relevant reporting regimes such as Maritime Security Council Horn of Africa, the Maritime Domain Awareness for Trade - Gulf of Guinea, the Information Fusion Center whenever our vessels are calling in the Indian Ocean Region, or West Coast of Africa or Southeast Asia high-risk areas respectively. In order to mitigate the security risk, security arrangements are required for vessels which travel through these high-risk areas.
C.Organizational Structure
Our organizational structure includes, among others, our interest in Teekay Tankers, which is our publicly-traded subsidiary.
34

The following chart provides an overview of our organizational structure as at March 1, 2022. Please read Exhibit 8.1 to this Annual Report for a list of our subsidiaries as at March 1, 2022.

tk-20211231_g1.jpg
(1)Teekay Tankers has two classes of shares: Class A common stock and Class B common stock. Teekay Corporation indirectly owns 100% of the Class B shares which have up to five votes each but aggregate voting power capped at 49%. As a result of Teekay Corporation’s ownership of Class A and Class B shares, it holds aggregate voting power of 55.6% as of March 1, 2022.
(2)Teekay Corporation owns 31.3% of Class A and Class B common stock through Teekay Holdings Limited (Bermuda)'s ownership of 28.6% and Teekay Corporation's direct ownership of 2.7%.
In December 2007, we added Teekay Tankers to our structure. Teekay Tankers is a Marshall Islands corporation formed by us to own our conventional tanker business. As of December 31, 2021, Teekay Tankers’ fleet included 15 double-hull Aframax tankers (including two chartered-in vessels), 26 double-hull Suezmax tankers, 10 product tankers (including one chartered-in vessel), and one VLCC, all of which trade either in the spot tanker market or under short- or medium-term, fixed-rate time-charter contracts. Teekay Tankers owns 100% of its fleet, other than a 50% interest in the VLCC and the in-chartered vessels. Prior to October 1, 2018, we provided Teekay Tankers with certain commercial, technical, administrative, and strategic services under a long-term management agreement through a wholly-owned subsidiary. As of October 1, 2018, Teekay Tankers elected to receive commercial and technical management services directly from its wholly-owned subsidiaries, who receive various services from us and our affiliates.
We are party to an omnibus agreement with Seapeak, Altera and related parties governing, among other things, when we, Seapeak and Altera may compete with each other and certain rights of first offer on LNG carriers, oil tankers, shuttle tankers, FSO units and FPSO units.

We are also a party to an agreement with an affiliate of Stonepeak that provides, among other things and subject to certain exceptions, that (i) for two years after the merger of Seapeak with affiliates of Stonepeak, we and our affiliates will not engage in, acquire or invest in any business that owns, operates or charters any liquefied gas carriers and related time charters, and (ii) for three years after the merger of Seapeak with affiliates of Stonepeak, we and our affiliates will not engage in, acquire or invest in any business that owns, operates or charters LNG carriers and related time charters.

Teekay Parent owns two FPSO units, in addition to its interests in its subsidiaries. For additional information about Teekay Tankers please read "Item 4B – Information on the Company – Operations". Please also read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Structure”.
D.Property, Plant and Equipment
Other than our vessels, we do not have any material property. Please read “Item 18 – Financial Statements: Note 8 – Long-Term Debt" for information about major encumbrances against our vessels.
E.Taxation of the Company
United States Taxation
The following is a discussion of material U.S. federal income tax considerations applicable to us. This discussion is based upon provisions of the Code, legislative history, applicable U.S. Treasury Regulations (or Treasury Regulations), judicial authority and administrative interpretations, all as in effect on the date of this Annual Report, and which are subject to change, possibly with retroactive effect, or are subject to different interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below.
35

Taxation of Operating Income. A significant portion of our gross income will be attributable to the transportation of crude oil and related products. For this purpose, gross income attributable to transportation (or Transportation Income) includes income derived from, or in connection with, the use (or hiring or leasing for use) of a vessel to transport cargo, or the performance of services directly related to the use of any vessel to transport cargo, and thus includes income from time charters, contracts of affreightment, bareboat charters, and voyage charters.
Fifty percent (50%) of Transportation Income that either begins or ends, but that does not both begin and end, in the United States (or U.S. Source International Transportation Gross Income) is considered to be derived from sources within the United States. Transportation Income that both begins and ends in the United States (or U.S. Source Domestic Transportation Gross Income) is considered to be 100% derived from sources within the United States. Transportation Income exclusively between non-U.S. destinations is considered to be 100% derived from sources outside the United States. Transportation Income derived from sources outside the United States generally is not subject to U.S. federal income tax.

Based on our current operations, and the operations of our subsidiaries, a substantial portion of our Transportation Income is from sources outside the United States and not subject to U.S. federal income tax. Unless the exemption from U.S. taxation under Section 883 of the Code (or the Section 883 Exemption) applies, our U.S. Source International Transportation Gross Income generally is subject to U.S. federal income taxation under either the net basis and branch profits taxes or the 4% gross basis tax, each of which is discussed below. Furthermore, certain of our subsidiaries engaged in activities which could give rise to U.S. Source International Transportation Gross Income rely on our ability to claim the Section 883 Exemption.

The Section 883 Exemption. In general, the Section 883 Exemption provides that if a non-U.S. corporation satisfies the requirements of Section 883 of the Code and the Treasury Regulations thereunder (or the Section 883 Regulations), it will not be subject to the net basis and branch profits taxes or the 4% gross basis tax described below on its U.S. Source International Transportation Gross Income. As discussed below, we believe the Section 883 Exemption will apply and we will not be taxed on our U.S. Source International Transportation Gross Income. The Section 883 Exemption does not apply to U.S. Source Domestic Transportation Gross Income.

A non-U.S. corporation will qualify for the Section 883 Exemption if, among other things, it (i) is organized in a jurisdiction outside the United States that grants an exemption from tax to U.S. corporations on international Transportation Gross Income (or an Equivalent Exemption), (ii) meets one of three ownership tests (or Ownership Tests) described in the Section 883 Regulations, and (iii) meets certain substantiation, reporting and other requirements (or the Substantiation Requirements).

We are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an Equivalent Exemption. We also believe that we will be able to satisfy the Substantiation Requirements necessary to qualify for the Section 883 Exemption. Consequently, our U.S. Source International Transportation Gross Income (including for this purpose, our share of any such income earned by our subsidiaries that have properly elected to be treated as partnerships or disregarded as entities separate from us for U.S. federal income tax purposes) will be exempt from U.S. federal income taxation provided we satisfy one of the Ownership Tests. We believe that we should satisfy one of the Ownership Tests because our stock is primarily and regularly traded on an established securities market in the United States within the meaning of Section 883 of the Code and the Section 883 Regulations. We can give no assurance, however, that changes in the ownership of our stock subsequent to the date of this report will permit us to continue to qualify for the Section 883 exemption.

Net Basis Tax and Branch Profits Tax. If the Section 883 Exemption does not apply, our U.S. Source International Transportation Gross Income may be treated as effectively connected with the conduct of a trade or business in the United States (or Effectively Connected Income) if we have a fixed place of business in the United States and substantially all of our U.S. Source International Transportation Gross Income is attributable to regularly scheduled transportation or, in the case of income derived from bareboat charters, is attributable to a fixed place of business in the United States. Based on our current operations, none of our potential U.S. Source International Transportation Gross Income is attributable to regularly scheduled transportation or is derived from bareboat charters attributable to a fixed place of business in the United States. As a result, we do not anticipate that any of our U.S. Source International Transportation Gross Income will be treated as Effectively Connected Income. However, there is no assurance that we will not earn income pursuant to regularly scheduled transportation or bareboat charters attributable to a fixed place of business in the United States in the future, which will result in such income being treated as Effectively Connected Income. U.S. Source Domestic Transportation Gross Income generally will be treated as Effectively Connected Income.

Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (which statutory rate as of the end of 2021 was 21%) and a 30% branch profits tax imposed under Section 884 of the Code. In addition, a branch interest tax could be imposed on certain interest paid, or deemed paid, by us.

On the sale of a vessel that has produced Effectively Connected Income, we generally would be subject to the net basis and branch profits taxes with respect to our gain recognized up to the amount of certain prior deductions for depreciation that reduced Effectively Connected Income. Otherwise, we would not be subject to U.S. federal income tax with respect to gain realized on the sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles.

The 4% Gross Basis Tax. If the Section 883 Exemption does not apply and we are not subject to the net basis and branch profits taxes described above, we will be subject to a 4% U.S. federal income tax on our subsidiaries' U.S. Source International Transportation Gross Income, without benefit of deductions. For 2021, we estimate that, if the Section 883 Exemption and the net basis tax did not apply, the U.S. federal income tax on such U.S. Source International Transportation Gross Income would have been approximately $5.6 million. In addition, with respect to our taxable year ending in 2021, we estimate that our former subsidiary Teekay LNG Partners L.P. (now known as Seapeak LLC) was unable to claim the Section 883 Exemption and was subject to approximately $2.4 million in U.S. federal income tax on the U.S. source portion of its U.S. Source International Transportation Gross Income for 2021. If the Section 883 Exemption does not apply, the amount of such tax for which we or our subsidiaries may be liable in any year will depend upon the amount of income we earn from voyages into or out of the United States in such year, however, which is not within our complete control.
36

Marshall Islands Taxation
We believe that neither we nor our subsidiaries will be subject to taxation under the laws of the Marshall Islands, nor that distributions by our subsidiaries to us will be subject to any taxes under the laws of the Marshall Islands, other than taxes, fines, or fees due to (i) the incorporation, dissolution, continued existence, merger, domestication (or similar concepts) of legal entities registered in the Republic of the Marshall Islands, (ii) filing certificates (such as certificates of incumbency, merger, or re-domiciliation) with the Marshall Islands registrar, (iii) obtaining certificates of good standing from, or certified copies of documents filed with, the Marshall Islands registrar, (iv) compliance with Marshall Islands law concerning vessel ownership, such as tonnage tax, or (v) non-compliance with economic substance regulations or with requests made by the Marshall Islands Registrar of Corporations relating to our books and records and the books and records of our subsidiaries.
Other Taxation
We and our subsidiaries are subject to taxation in certain non-U.S. jurisdictions because we or our subsidiaries are either organized, or conduct business or operations in such jurisdictions. In other non-U.S. jurisdictions, we and our subsidiaries rely on statutory exemptions from tax. However, we cannot assure that any statutory exemptions from tax on which we or our subsidiaries rely will continue to be available as tax laws in those jurisdictions may change or we or our subsidiaries may enter into new business transactions relating to such jurisdictions, which could affect our and our subsidiaries' tax liability. Please read “Item 18 – Financial Statements: Note 21 – Income Tax Recovery (Expense)".
Item 4A.Unresolved Staff Comments
None.
Item 5.Operating and Financial Review and Prospects
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
On October 4, 2021, Teekay LNG Partners L.P. (or Teekay LNG Partners) (now known as Seapeak LLC (or Seapeak)), Teekay LNG Partners' general partner, Teekay GP L.L.C. (or Teekay GP), an investment vehicle (or Acquiror) managed by Stonepeak Partners L.P., and a wholly-owned subsidiary of Acquiror (or Merger Sub) entered into an agreement and plan of merger (or the Merger Agreement). On January 13, 2022, Teekay announced the closing of the merger (or the Merger) pursuant to the Merger Agreement and related transactions. As part of the Merger and other transactions, Teekay sold all of its ownership interest in Teekay LNG Partners, including approximately 36.0 million Teekay LNG Partners common units, and Teekay GP (equivalent to approximately 1.6 million Teekay LNG Partners common units), for $17.00 per common unit or common unit equivalent in cash. As consideration, Teekay received total gross cash proceeds of approximately $641 million. Furthermore, on January 13, 2022, Teekay transferred certain management services companies to Teekay LNG Partners that provide, through existing services agreements, comprehensive managerial, operational and administrative services to Teekay LNG Partners, its subsidiaries and certain of its joint ventures. Due to negative working capital in these subsidiaries on the date of purchase, Teekay paid Teekay LNG Partners $4.9 million to assume ownership of them. Concurrent with closing of the transaction, Teekay and Teekay LNG Partners entered into a transition services agreement whereby each party will provide certain services, consisting primarily of corporate services that were previously shared by the entire Teekay organization, to the other party for a period of months following closing to allow for the orderly separation of these functions into two standalone operations.

Following completion of these transactions, Teekay Parent repaid nearly all of its debt and is now net debt free with our remaining balance sheet consisting of our controlling interest in publicly-listed Teekay Tankers Ltd. (or Teekay Tankers), our direct ownership in two floating production storage and offloading (or FPSO) units, our marine services business in Australia, and a net cash position of over $300 million. Teekay and its current subsidiaries, other than Teekay Tankers, are referred to herein as "Teekay Parent".

Effective on February 25, 2022, Teekay LNG Partners L.P. converted from a limited partnership formed under the laws of the Republic of the Marshall Islands into a limited liability company formed under the laws of the Republic of the Marshall Islands, and changed its name from “Teekay LNG Partners L.P.” to “Seapeak LLC”.

Structure

To understand our financial condition and results of operations, a general understanding of our organizational structure is required. Our organizational structure can be divided into (a) our controlling interests in Teekay Tankers and (b) Teekay Parent. Since we control the voting interests of Teekay Tankers through our ownership of Class A and Class B common shares of Teekay Tankers, we consolidate the results of this subsidiary, and prior to the closing of the sale of the Teekay Gas Business, we controlled the voting interests of Teekay LNG Partners through our 100% ownership of the sole general partner interest of Teekay LNG Partners.

As of December 31, 2021, we had economic interests in Teekay LNG Partners and Teekay Tankers of 42.4% and 29.8%, respectively. As of the date of this report, we no longer have an economic interest in Seapeak and we have an economic interest in Teekay Tankers of 31.3%.

37

In 2007, we formed Teekay Tankers to expand our oil tanker business. Teekay Tankers holds all of our oil tanker assets and engages in a mix of short to medium term fixed-rate charter contracts and spot tanker market trading. Teekay Tankers also owns a ship-to-ship transfer business that performs full service lightering and lightering support operations in the U.S. Gulf and Caribbean. In addition to Teekay Parent’s investment in Teekay Tankers, Teekay Parent continues to own two FPSO units, conducts business in Australia through the provision of operational and maintenance marine services, and provides marine and corporate services to Teekay Tankers.

Teekay has developed extensive industry experience and industry-leading capabilities over its nearly 50-year history, and has significant financial strength and liquidity following the sale of the Teekay Gas Business in January 2022. As the world pushes for greater energy diversification and a lower environmental footprint, we expect to see investment opportunities in both the broader shipping sectors and potentially new and adjacent markets. Our primary financial objective for Teekay Parent is to increase Teekay’s intrinsic value per share, which includes, among other things, increasing the intrinsic value of Teekay Tankers.
IMPORTANT FINANCIAL AND OPERATIONAL TERMS AND CONCEPTS
We use a variety of financial and operational terms and concepts when analyzing our performance. These include the following:

Revenues. Revenues primarily include revenues from voyage charters, time charters accounted for under operating and sales-type leases, and FPSO contracts. Revenues are affected by hire rates and the number of days a vessel operates. Revenues are also affected by the mix of business between time charters and voyage charters and to a lesser extent whether our vessels are subject to an RSA. Hire rates for voyage charters are more volatile, as they are typically tied to prevailing market rates at the time of a voyage.

Voyage Expenses. Voyage expenses are all expenses unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Voyage expenses are typically paid by the customer under time charters and FPSO contracts and by us under voyage charters.

Net Revenues. Net revenues represents (loss) income from vessel operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, write-down and gain (loss) on sale of assets and restructuring charges. This is a non-GAAP financial measure; for more information about this measure, please read "Item 5 - Operating and Financial Review and Prospects - Non-GAAP Financial Measures".

Vessel Operating Expenses. Under all types of charters and contracts for our vessels, except for bareboat charters, we are responsible for vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses. The two largest components of our vessel operating expenses are crew costs and repairs and maintenance. We expect these expenses to increase as our fleet matures and to the extent that it expands. We are taking steps to maintain these expenses at a stable level but expect an increase in line with inflation in respect of crew, material, and maintenance costs. The strengthening or weakening of the U.S. Dollar relative to foreign currencies may result in significant decreases or increases, respectively, in our vessel operating expenses, depending on the currencies in which such expenses are incurred.

(Loss) Income from Vessel Operations. To assist us in evaluating our operations by segment, we analyze our loss or income from vessel operations for each segment, which represents the loss or income we receive from the segment after deducting operating expenses, but prior to the deduction of interest expense, realized and unrealized gains (losses) on non-designated derivative instruments, income taxes, foreign currency and other income and losses.

Dry docking. We must periodically dry dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, we dry dock each of our vessels every two and a half to five years, depending upon the type of vessel and its age. We capitalize a substantial portion of the costs incurred during dry docking and amortize those costs on a straight-line basis from the completion of a dry docking over the estimated useful life of the dry dock. We expense as incurred costs for routine repairs and maintenance performed during dry dockings that do not improve or extend the useful lives of the assets. and annual class survey costs for our FPSO units. The number of dry dockings undertaken in a given period and the nature of the work performed determine the level of dry-docking expenditures.

Depreciation and Amortization. Our depreciation and amortization expense typically consists of:

charges related to the depreciation and amortization of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels;
charges related to the amortization of dry-docking expenditures over the useful life of the dry dock; and
charges related to the amortization of intangible assets, including the fair value of time charters and customer relationships where amounts have been attributed to those items in acquisitions; these amounts are amortized over the period in which the asset is expected to contribute to our future cash flows.

Time-Charter Equivalent (TCE) Rates. Bulk shipping industry freight rates are commonly measured in the shipping industry in terms of “time-charter equivalent” (or TCE) rates, which represent net revenues divided by revenue days.

Revenue Days. Revenue days are the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs, dry dockings or special or intermediate surveys. Consequently, revenue days represent the total number of days available for the vessel to earn revenue. Idle days, which are days when the vessel is available for the vessel to earn revenue, yet is not employed, are included in revenue days. We use revenue days to explain changes in our revenues between periods.

38

Calendar-Ship-Days. Calendar-ship-days are equal to the total number of calendar days that our vessels were in our possession during a period. As a result, we use calendar-ship-days primarily in explaining changes in vessel operating expenses, time-charter hire expenses and depreciation and amortization expense.
ITEMS YOU SHOULD CONSIDER WHEN EVALUATING OUR RESULTS
You should consider the following factors when evaluating our historical financial performance and assessing our future prospects:

Our voyage revenues are affected by cyclicality in the tanker markets. The cyclical nature of the tanker industry causes significant increases or decreases in the revenue we earn from our vessels, particularly those we trade in the spot market. Following the sale of the Teekay Gas Business, which operated primarily under long-term, fixed-rate time-charter contracts, our revenues will be more volatile.

Tanker rates also fluctuate based on seasonal variations in demand. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and increased refinery maintenance. In addition, unpredictable weather patterns during the winter months tend to disrupt vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, revenues generated by our vessels have historically been weaker during the quarters ended June 30 and September 30, and stronger in the quarters ended December 31 and March 31.

We have retroactively adjusted the presentation of our results of the Teekay Gas Business. On October 4, 2021, we entered into agreements to sell our general partner interest in Teekay LNG Partners (now known as Seapeak LLC), all of our common units in Teekay LNG Partners, and certain subsidiaries which collectively contain the shore-based management operations of the Teekay Gas Business - see "Overview" section above. These transactions closed on January 13, 2022. All revenues and expenses of the Teekay Gas Business prior to the sale and for the periods covered by the consolidated statements of (loss) income in these consolidated financial statements have been aggregated and presented separately from the continuing operations of Teekay. As such, the following sections consisting of Operating Results – Teekay Tankers, Operating Results – Teekay Parent and Other Consolidated Operating Results exclude the results of the Teekay Gas Business.

The COVID-19 pandemic is dynamic and could have material adverse effects on our business, results of operations or financial conditions.

The COVID-19 global pandemic has had a significant impact on global demand for crude oil and global supply chains. As our business includes the transportation of oil and oil products on behalf of our customers, any significant decrease in demand for or production of the cargo we transport could adversely affect demand for our vessels and services.

To date, we have not experienced any material business interruptions as a result of the COVID-19 global pandemic. However, COVID-19 has been a contributing factor to the decline in spot and short-term time charter rates in our oil tanker business since mid-May 2020 and has also increased certain crewing-related costs, which has had an impact on our cash flows. During the year ended December 31, 2021, COVID-19 was a contributing factor to the write-down of certain tankers of Teekay Tankers (2020 - certain tankers of Teekay Tankers and one FPSO unit of Teekay Parent), as described in "Item 18 – Financial Statements: Note 18 - (Write-down) and Gain (Loss) on Sale of Assets". COVID-19 was also a contributing factor to the reduction in certain tax accruals during the year ended December 31, 2020, as described in "Item 18 – Financial Statements: Note 21 - Income Tax Recovery (Expense)". We continue to monitor the potential impact of the COVID-19 global pandemic on us and our industry, including counterparty risk associated with our vessels under contract and monitoring the impact on potential vessel impairments. We have also introduced a number of measures to protect the health and safety of the crews on our vessels and our onshore staff.

Effects of the COVID-19 global pandemic may include, among others: deterioration of worldwide, regional or national economic conditions and activity and of demand for oil; operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies, (c) maintenance, modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions, and (d) the timing of crew changes; supply chain disruptions; reduced cash flow and financial condition, including potential liquidity constraints; potential reduced access to capital as a result of any credit tightening generally or due to continued declines in global financial markets; potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels; potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants; and potential deterioration in the financial condition and prospects of our customers or business partners.

Given the dynamic nature of the pandemic, including the development of variants of the virus, and the levels of effectiveness and delivery of vaccines and other actions to contain or treat its impact of the virus, the duration of any potential business disruption and the related financial impact, and the effects on us and our suppliers, customers and industry, cannot be reasonably estimated at this time and could materially affect our business, results of operations and financial condition. Please read “Item 3 – Key Information - Risk Factors” in this Annual Report on Form 20-F for the year ended December 31, 2021 for additional information about the potential risks of COVID-19 on our business.

Vessel operating and other costs are facing industry-wide cost pressures. We continue to maintain our operating expense increases at near inflationary levels; however, regulatory compliance has increased cost pressures on operators in recent years which may lead to increased operational expenses in the future. In 2021, COVID-19 contributed to some logistical challenges, causing us to defer the scheduled maintenance for certain of our vessels from 2021 to 2022. Additionally, due to increased length of stay for seafarers on board the vessels, we have had an increase in crewing costs.

39

The amount and timing of dry dockings and major modifications of our vessels can affect our revenues between periods. Our vessels are off-hire at various times due to scheduled and unscheduled maintenance. During 2021 and 2020, on a consolidated basis, excluding amounts related to the Teekay Gas Business and excluding the vessel in our equity-accounted joint venture, we incurred 611 and 520 off-hire days relating to dry docking and ballast water treatment systems (or BWTS) installations, respectively. The financial impact from these periods of off-hire, if material, is explained in further detail below in "– Results of Operations”. During 2022, 10 of our owned and leased vessels are scheduled for dry docking (excluding the vessel in our equity-accounted joint venture and three owned and leased vessels that are scheduled for BWTS installation without drydocking), compared to 10 vessels which dry docked during 2021 (excluding four vessels that were off hire while installing BWTS).

Our financial results are affected by fluctuations in currency exchange rates. Under GAAP, all foreign currency-denominated monetary assets and liabilities (including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, advances from affiliates, and long-term debt) are revalued and reported based on the prevailing exchange rate at the end of the period. These foreign currency translations fluctuate based on the strength of the U.S. Dollar relative mainly to the Euro and GBP are included in our results of operations. The translation of all foreign currency-denominated monetary assets and liabilities at each reporting date results in unrealized foreign currency exchange gains or losses but do not currently impact our cash flows.

The charterer of the Sevan Hummingbird FPSO unit exercised its option for early termination of the FPSO contract with a scheduled termination date in May 2022. We need to seek to redeploy, sell or recycle the unit. Teekay is currently planning for the decommissioning of the Sevan Hummingbird FPSO unit from the Chestnut Field. Our estimates of decommissioning costs may change and differ from actual costs required to decommission and recycle the unit.

We do not control access to cash flow generated by our investment in our equity-accounted joint venture. We do not have control over the operations of, nor do we have any legal claim to the revenue and expenses of our investment in, our equity-accounted joint venture. Consequently, the cash flow generated by our investment in equity-accounted joint venture may not be available for use by us in the period that such cash flows are generated.

Russia’s invasion of Ukraine could have material adverse effects on our business, results of operations, or financial condition. Russia’s invasion of Ukraine, in addition to sanctions announced in February and March 2022 by President Biden and several European and world leaders and nations against Russia and any further sanctions, may adversely impact our business given Russia’s role as a major global exporter of crude oil and natural gas. Our business could be harmed by trade tariffs, trade embargoes or other economic sanctions by the United States or other countries against Russia, Russian companies or the Russian energy sector and harmed by any retaliatory measures by Russia in response. While much uncertainty remains regarding the global impact of Russia’s invasion of Ukraine, it is possible that the hostilities could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts or business arrangements may be impacted by events in Russia and Ukraine, which could adversely affect our operations and financial condition.


SUMMARY FINANCIAL DATA

Set forth below is summary consolidated financial and other data of Teekay Corporation and its subsidiaries for fiscal years 2019 through 2021, which have been derived from our consolidated financial statements. The following table should be read together with, and is qualified in its entirety by reference to, the consolidated financial statements and the accompanying notes and the Reports of the Independent Registered Public Accounting Firm therein with respect to the three years ended December 31, 2021, 2020 and 2019 (which are included herein).

40

(in thousands of U.S. Dollars, except per share data)Years Ended December 31,
202120202019
GAAP Financial Comparison:
Income Statement Data:
Revenues$682,508 $1,146,255 $1,275,045 
(Loss) income from vessel operations, continuing operations(185,353)70,197 (109,177)
Loss from continuing operations(277,463)(24,304)(324,707)
Income from discontinued operations274,095 115,286 175,721 
Net (loss) income(3,368)90,982 (148,986)
Per common share data:
Basic and diluted loss from continuing operations attributable to shareholders of
Teekay Corporation
(1.01)(1.28)(3.70)
Basic and diluted income from discontinued operations attributable to shareholders of
Teekay Corporation
1.08 0.46 0.62 
Basic and diluted income (loss) 0.08 (0.82)(3.08)
Balance Sheet Data (at end of year):
Cash and cash equivalents (1)
210,167 348,785 353,241 
Vessels and equipment (1)(2)
4,182,785 4,483,430 5,033,130 
Total assets (1)
6,531,982 6,945,912 8,072,864 
Total debt (1)(3)
3,639,593 3,766,072 4,702,844 
Total equity (1)
2,432,483 2,471,291 2,571,593 
Other Financial Data:
EBITDA (4)(5)
$420,178 $578,406 $438,423 
Adjusted EBITDA (4)(5)
721,260 1,086,126 951,913 
Total debt to total capitalization (1)(6)
59.9 %60.4 %64.6 %
Net debt to total net capitalization (1)(7)
58.1 %57.6 %62.3 %
(1)    Includes balances from both discontinued operations and continuing operations on the consolidated balance sheets.
(2)    Vessels and equipment consist of (a) our vessels, at cost less accumulated depreciation, (b) vessels related to finance leases, at cost less accumulated depreciation, (c) operating lease right-of-use assets and (d) advances on newbuilding contracts.
(3)     Total debt represents short-term debt, the current portion of long-term debt and long-term debt, and the current and long-term portion of obligations related to finance leases.
(4)     Includes balances from both (loss) from continuing operations and income from discontinued operations on the consolidated statements of (loss) income.
(5)     EBITDA and Adjusted EBITDA are non-GAAP financial measures. An explanation of the usefulness and purpose of each measure as well as a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP are contained with the section “Non-GAAP Financial Measures” at the end of this Item 5 - Operating and Financial Review and Prospects.
(6)     Total capitalization represents total debt and total equity.
(7)     Net debt is a non-GAAP financial measure. Net debt represents total debt less cash, cash equivalents and restricted cash. Total net capitalization represents net debt and total equity.
RECENT DEVELOPMENTS AND RESULTS OF OPERATIONS
The results of operations that follow have first been divided into (a) our controlling interests in our publicly-traded subsidiary Teekay Tankers and (b) Teekay Parent. Within these groups, we have further subdivided the results into their respective lines of business. The following table (a) presents revenues and income (loss) from vessel operations for each of Teekay Tankers and for Teekay Parent, and (b) reconciles these amounts to our consolidated financial statements. Revenue and income from the Teekay Gas Business are not included in the following table and have been presented separately in “Operating Results – Teekay Gas Business”.
41

 
Revenues (1)
(Loss) income from vessel operations (1)
(in thousands of U.S. dollars)2021202020212020
Teekay Tankers542,367 886,434 (194,095)141,572 
Teekay Parent140,141 259,821 8,742 (71,375)
Teekay Corporation Consolidated682,508 1,146,255 (185,353)70,197 
(1) Excluding results pertaining to the Teekay Gas Business. See "Item 18 – Financial Statements: Note 23 – Discontinued Operations" for further details.

Summary

Our consolidated loss from vessels operations, which excludes the Teekay Gas Business, decreased to ($185.4) million for the year ended December 31, 2021, compared to income from vessel operations of $70.2 million in the prior year. The primary reasons for this decrease are as follows:

tk-20211231_g2.jpg

a net decrease of $213.3 million as a result of lower overall average realized spot TCE rates earned by Teekay Tankers' Suezmax tankers, Aframax tankers and LR2 product tankers, as well as lower earnings from its full service lightering (or FSL) dedicated vessels;
a net decrease of $91.0 million due to various Teekay Tankers' vessels on time-charter out contracts earning lower fixed rates during the first half of 2021 compared to the spot rates realized during the first half of 2020 and various vessels returning from time-charter out contracts earning lower spot rates during 2021 compared to previous fixed rates;
a decrease of $44.9 million due to a gain recognized on the commencement of the Petrojarl Foinaven FPSO unit's sales-type lease in the first quarter of 2020; and
a decrease of $7.3 million due to more off-hire days and off-hire bunker expenses related to increased dry dockings, BWTS installations and vessel repairs, as well as higher overall bunker costs in 2021 compared to 2020;
partially offset by:
a net increase of $60.7 million due to fewer write-downs in 2021, which included the write-downs of two tankers that were held for sale, two tankers that were sold, and the impairment of seven tankers and one right-of-use asset in 2021 compared to the write-downs of nine tankers, five right-of-use assets and two FPSO units in 2020, partially offset by a decrease due to the sale of three Suezmax tankers in the first quarter of 2020 and four Aframax tankers during 2021;
an increase of $33.0 million due to a gain from the derecognition of the ARO obligation relating to the Petrojarl Banff FPSO unit in the second quarter of 2021; and
42

an increase of $14.9 million due to lower decommissioning costs incurred in 2021 compared to 2020 relating to the Petrojarl Banff FPSO unit, as well as depreciation and restructuring charges incurred in 2020, which did not occur in 2021, in relation to the same unit, and the Petrojarl Foinaven FPSO unit's operational losses in the first quarter of 2020 associated with its previous charter agreement.
Details of the changes to our results of operations for the year ended December 31, 2021, compared to the year ended December 31, 2020 are provided in the following section.
Year Ended December 31, 2021 versus Year Ended December 31, 2020
Teekay Tankers
As at December 31, 2021, Teekay Tankers owned and leased 48 double-hulled conventional oil and product tankers, time chartered-in two Aframax and one Long Range 2 (or LR2) product tankers, and owned a 50% interest in one Very Large Crude Carrier (or VLCC).
Recent Developments in Teekay Tankers
In March 2022, Teekay Tankers completed a $177.3 million sale-leaseback financing transaction relating to eight Suezmax tankers. The vessels are leased on bareboat charters ranging from six to nine-year terms, with purchase options available commencing at the end of the second year.

During the first quarter of 2022, Teekay Tankers agreed to sell one Suezmax tanker and two Aframax tankers for a total price of $43.6 million. The Suezmax tanker was delivered to its new owner in February 2022 and the Aframax tankers are expected to be delivered to their new owners in April 2022.

In December 2021, Teekay Tankers entered into a time charter-out contract for one Aframax tanker with a one-year term at a daily rate of $18,000. This charter-out contract commenced in December 2021.

During 2021, Teekay Tankers completed the sale of four Aframax tankers in separate transactions for a combined sales price of $56.7 million. The tankers were delivered to their new owners during 2021.

In June 2021 and July 2021, Teekay Tankers entered into time charter-in contracts for a LR2 product tanker and an Aframax tanker, and entered into a new time charter-in contract for an existing time chartered-in Aframax tanker, for terms of 18 to 24 months at an average rate of $17,800 per day. Each of the charters provides Teekay Tankers with the option to extend for an additional 12 months at an average rate of $19,800 per day. The new time charter-in contract for the existing time chartered-in Aframax tanker commenced in August 2021 and the LR2 product tanker and the Aframax tanker were delivered to Teekay Tankers in September 2021 and November 2021, respectively.

In May 2021 and September 2021, Teekay Tankers completed the repurchases of two Suezmax tankers and six Aframax tankers, respectively, previously under the sale-leaseback arrangements described in "Item 18 – Financial Statements: Note 10 - Obligations Related to Finance Leases" of this Annual Report, for a total cost of $185.5 million, using available cash and an undrawn credit facility. Subsequent to the purchases, two Suezmax tankers and two of the Aframax tankers were included in a $72.8 million sale-leaseback financing transaction in September 2021. Each vessel is leased on a bareboat charter for eight years, with purchase options available commencing at the end of the second year. The remaining four Aframax tankers were included in a $68.9 million sale-leaseback financing transaction in November 2021. Each vessel is leased on a bareboat charter for seven years, with purchase options available throughout the lease terms and a purchase obligation at the end of the leases.

Operating Results – Teekay Tankers

The following table compares Teekay Tankers’ operating results, equity (loss) income and number of calendar-ship-days for its vessels for 2021 and 2020.
43

 Year Ended December 31,
(in thousands of U.S. dollars, except calendar-ship-days)20212020
Revenues542,367 886,434 
Voyage expenses(315,121)(297,225)
Net revenues227,246 589,209 
Vessel operating expenses(165,375)(184,233)
Time-charter hire expenses(13,799)(36,341)
Depreciation and amortization(106,084)(117,213)
General and administrative expenses(43,715)(39,006)
(Write-down) and gain (loss) on sale of assets(92,368)(69,446)
Restructuring charges— (1,398)
(Loss) income from vessel operations(194,095)141,572 
Equity (loss) income(14,107)5,100 
Calendar-Ship-Days (1)
Conventional Tankers18,829 20,673 
(1)Calendar-ship-days presented relate to owned and in-chartered consolidated vessels only.
Tanker Market
Spot tanker rates fell to multi-decade lows in 2021 as the COVID-19 global pandemic and ongoing OPEC+ production cuts had a negative impact on tanker demand. As per the International Energy Agency (or IEA), global oil demand grew by 5.5 million barrels per day (or mb/d) to 96.4 mb/d in 2021. Although this was a significant rebound compared to demand of 90.9 mb/d in 2020, it still left global oil demand approximately 3 mb/d below pre-COVID-19 levels. The emergence of new COVID-19 variants dampened both mobility and oil demand at times during the year as countries periodically implemented new restrictions in order to stop the spread. This was most evident during the second and third quarters of 2021, with the emergence of the Delta variant and at the end of the year with the emergence of the Omicron variant.

Global oil production failed to keep pace with demand in 2021, registering growth of just 1.5 mb/d to 95.3 mb/d. This was largely due to restrained supply from the OPEC+ group of producers as part of their strategy to reduce global oil inventories and give support to oil prices. In this respect, OPEC+ was largely successful; by the end of 2021, OECD oil inventories had fallen to their lowest level in seven years and by January 2022 oil prices had rebounded to $91 per barrel, the highest since October 2014. This proved to be very negative for the tanker market, as oil inventory drawdowns took away from tanker demand while higher oil prices led to an increase in bunker fuel costs. Tanker demand did start to improve in the latter half of 2021, with OPEC+ announcing that they would unwind remaining production cuts at a rate of 0.4 mb/d per month from August 2021 onwards. However, this had only a marginal impact on rates during the fourth quarter of 2021.

Looking ahead, global oil demand is expected to increase by 2.1 mb/d year-on-year in 2022 as per the IEA. However, the potential for further outbreaks of COVID-19, the impact of economic sanctions against Russia due to its invasion of Ukraine, and high global energy prices make this outlook highly uncertain. Global oil production is set to increase during 2022 as the OPEC+ group plans to unwind its remaining crude oil supply cuts by September 2022 while non-OPEC+ production is set to increase due to higher supply from the U.S., Canada, and Brazil. However, the potential for large-scale disruptions to Russian oil production as a result of sanctions could offset some of these gains. Sanctions against Russia could also lead to the rerouting of crude oil cargoes, which may be positive for tanker tonne-mile demand if it leads to an increase in average voyage distances, particularly in the Aframax and Suezmax sectors. Finally, the potential lifting of Iranian sanctions could alter tanker demand dynamics in the coming months depending on future developments.

Tanker fleet supply fundamentals continue to look very positive due to a lack of newbuild ordering, a diminishing tanker orderbook, and higher scrapping. As of January 2022, the tanker orderbook stood at 7.3 percent of the existing fleet size, which is the lowest since 1996 and well below the long-term average of around 20 percent. The level of newbuild orders remains very low, with just 3.4 million deadweight tons (or mdwt) placed in the second half of 2021, the lowest level of new orders placed in a six-month period since the first half of 2009. Teekay Tankers expects that the level of new tanker orders will remain low in the near-term due to rising newbuild prices, which are currently at a 12-year high, and ongoing uncertainty over vessel technology. Tanker scrapping has picked up in recent months with 9.5 mdwt removed in the second half of 2021, the highest level since the first half of 2018. For 2021 as a whole, around 15 mdwt of tankers were scrapped versus only 3.5 mdwt in 2020. Teekay Tankers expects the level of tanker scrapping to remain elevated in 2022 due to the combination of an aging world tanker fleet, weak freight rates in recent quarters, and high tanker scrap prices. Teekay Tankers is currently forecasting around 2 percent tanker fleet growth in 2022 followed by less than 1 percent in 2023 and potentially negative fleet growth in 2024 when ship removals are expected to outweigh new deliveries into the fleet.

In summary, Teekay Tankers expects that spot tanker rates will recover from the multi-decade lows seen in 2021 due to a continued recovery in both oil demand and supply during the course of 2022. However, Russia’s recent invasion of Ukraine has introduced a high level of uncertainty to the market outlook, and Teekay Tankers expects rates to be volatile in 2022 as the market adjusts to changing conditions. The outlook for 2023 appears positive, as very low levels of tanker fleet growth and a continued recovery in oil demand are expected to lead to higher tanker fleet utilization, and therefore improved spot tanker rates.

44

Net Revenues. Net revenues were $227.2 million for the year ended December 31, 2021, compared to $589.2 million for the year ended December 31, 2020. The decrease was primarily due to:

a net decrease of $198.1 million due to lower overall average realized spot rates earned by Teekay Tankers' Suezmax tankers, Aframax tankers and LR2 product tankers in 2021 compared to 2020;

a decrease of $91.0 million primarily due to various vessels on time-charter out contracts earning lower fixed rates during the first half of 2021 compared to the spot rates realized during the first half of 2020 and various vessels returning from time-charter out contracts earning lower spot rates during 2021 compared to previous fixed rates;

a net decrease of $40.5 million primarily due to the sale of three Suezmax tankers during the first quarter of 2020 and the sale of four Aframax tankers during 2021, as well as the redeliveries of three Aframax and two LR2 in-chartered tankers to their owners during the first quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021, partially offset by the addition of one Aframax in-chartered tanker and one LR2 in-chartered tanker that were delivered to Teekay Tankers during the second half of 2021;

a decrease of $14.0 million primarily due to lower net results from Teekay Tankers' FSL activities resulting from lower overall average FSL spot rates in 2021 compared to 2020;

a decrease of $7.3 million primarily due to more off-hire days and off-hire bunker expenses related to increased dry dockings, BWTS installations, and vessel repairs, as well as higher overall bunker costs in 2021 compared to 2020;

a decrease of $7.0 million due to the sale of the non-US portion of Teekay Tankers' ship-to-ship (or STS) support services business and its LNG terminal management business during the second quarter of 2020;

a decrease of $2.1 million due to lower revenue earned from Teekay Tankers' responsibilities in employing the vessels subject to the RSAs in 2021 compared to 2020; and

a decrease of $2.1 million due to one fewer calendar day in 2021 compared to 2020.

Vessel Operating Expenses. Vessel operating expenses were $165.4 million for the year ended December 31, 2021, compared to $184.2 million for the year ended December 31, 2020. The decrease was primarily due to a reduction of $8.2 million due to the sale of seven tankers during 2020 and 2021, a decrease of $5.9 million due to the sale of the non-US portion of Teekay Tankers' STS support services business and its LNG terminal management business during the second quarter of 2020, a net reduction of $4.7 million mainly due to the scope of repair and planned maintenance activities in 2021 compared to 2020, as well as lower expenditures for ship management costs in 2021.

Time-charter Hire Expenses. Time-charter hire expenses were $13.8 million for the year ended December 31, 2021, compared to $36.3 million for the year ended December 31, 2020. The decrease was primarily due to a reduction of $21.3 million related to the redeliveries of eight chartered-in vessels during 2020 and 2021, including five tankers and three lightering support vessels, partially offset by the delivery of four chartered-in vessels during the second half of 2020 and 2021, including two tankers and two lightering support vessels, a decrease of $0.8 million due to the impairments of certain operating lease right-of-use assets related to chartered-in vessels, as well as a decrease of $0.5 million due to a lower daily charter rate for one chartered-in vessel as part of its new contract, which was entered into during the third quarter of 2021.

Depreciation and Amortization. Depreciation and amortization was $106.1 million for the year ended December 31, 2021, compared to $117.2 million for the year ended December 31, 2020. The decrease was primarily due to a reduction of $7.6 million related to the impairments of 14 tankers during the second half of 2020 and first half of 2021, a decrease of $5.6 million related to the sale of four Aframax tankers during 2021 and a decrease of $0.5 million due to the sale of the non-US portion of Teekay Tankers' STS support services business and its LNG terminal management business during the second quarter of 2020, partially offset by an increase of $2.6 million primarily due to depreciation related to capitalized expenditures for vessels which dry docked during 2020 and 2021.

General and Administrative Expenses. General and administrative expenses were $43.7 million for the year ended December 31, 2021, compared to $39.0 million for the year ended December 31, 2020. The increase was primarily due to higher information technology-related costs, as well as higher administrative, strategic management, and other fees incurred under Teekay Tankers' management agreement with Teekay primarily resulting from increased time spent providing these services during the year ended December 31, 2021, and unfavorable foreign currency exchange rate fluctuations.

(Write-down) and Gain (Loss) on Sale of Assets. The (write-down) and gain (loss) on sale of assets of $92.4 million for the year ended December 31, 2021, was due to:

the impairments recorded on three Suezmax tankers, three LR2 tankers and one Aframax tanker primarily due to a weaker near-term tanker market outlook and a reduction in certain charter rates, resulting from the economic climate to which the COVID-19 global pandemic is a contributing factor, which resulted in a write-down of $85.0 million during the year ended December 31, 2021;

the write-downs of one Aframax tanker and one Suezmax tanker by $4.6 million to their estimated and agreed sales prices, respectively;

the sale of two Aframax tankers during the second half of 2021, which resulted in an aggregate net loss of $2.1 million; and

the impairment recorded on one of Teekay Tankers' operating lease right-of-use assets resulting from a decline in short-term time charter rates, which resulted in a write-down of $0.7 million during the year ended December 31, 2021.

The (write-down) and gain (loss) on the sale of assets of $69.4 million for the year ended December 31, 2020, was due to:

45

the impairments recorded on nine of Teekay Tankers' Aframax tankers primarily due to a decline in spot tanker rates, short-term time charter rates, and vessel values resulting from the economic climate to which the COVID-19 global pandemic was a contributing factor, which resulted in a write-down of $65.4 million;

the gain on the sale of assets of $3.1 million due to the sale of the non-US portion of Teekay Tankers' STS support services business and its LNG terminal management business during the second quarter of 2020;

the impairments recorded on Teekay Tankers' operating lease right-of-use assets primarily due to a reduction in short-term time charter rates, which resulted in a write-down of $2.9 million;

the sale of three Suezmax tankers in the first quarter of 2020, which resulted in an aggregate net loss of $2.6 million; and

the write-down of two Aframax tankers by $1.6 million to their estimated sales prices.

Restructuring Charges. Restructuring charges of $1.4 million for the year ended December 31, 2020, were related to estimated severance costs resulting from organizational changes to Teekay Tankers' tanker services and operations, partially related to the sale of the non-US portion of Teekay Tankers' ship-to-ship support services business in April 2020.

Equity (Loss) Income. Equity loss was $14.1 million in 2021 compared to equity income of $5.1 million in 2020. The decrease for the year ended December 31, 2021 was primarily due to a write-down of Teekay Tankers' investment in the High-Q joint venture, in which Teekay Tankers has a 50% ownership interest, mainly resulting from a decline in value of the VLCC as a result of the current tanker market to which the COVID-19 global pandemic has been a contributing factor, as well as lower spot rates realized by the VLCC, which has been trading in a third-party managed VLCC pooling arrangement.
Teekay Parent
As at December 31, 2021, Teekay Parent had direct interests in two 100%-owned FPSO units, the Sevan Hummingbird and the Petrojarl Foinaven, which are included in Teekay Parent’s Offshore Production business. Teekay Parent delivered the Petrojarl Banff FPSO unit to a yard for recycling in May 2021. Included in Teekay Parent’s Other and Corporate G&A segment was one FSO unit in-chartered from Altera Infrastructure L.P. (or Altera) until March 1, 2021, when it was redelivered. Teekay Parent also redelivered one FSO unit to Altera in August 2020, one bunker barge to a third party in May 2020, and two shuttle tankers to Altera in March 2020. The remaining portion of the Other and Corporate G&A segment primarily relates to Teekay Parent's marine services business in Australia as well as marine and corporate services provided to Altera. Teekay Parent’s business of providing marine and corporate services to Seapeak's equity-accounted joint ventures is not included in the following table and has been presented as part of the section “Operating Results – Teekay Gas Business”.
Recent Developments in Teekay Parent
As described above in the “Overview” section, Teekay agreed to sell all of its interest in Teekay LNG Partners (now known as Seapeak LLC) in connection with the acquisition of Teekay LNG Partners by an affiliate of Stonepeak, and the sale closed on January 13, 2022.
In February 2022, Spirit Energy, the charterer of the Sevan Hummingbird FPSO unit, provided a formal notice of termination of the FPSO charter contract, indicating an expected cessation of production on March 31, 2022 and a charter termination date of approximately May 16, 2022. In conjunction with Spirit Energy, Teekay is currently planning for the decommissioning of the unit from the Chestnut Field.
In April 2021, Teekay Parent and CNRI, on behalf of the Banff joint venture, entered into a Decommissioning Services Agreement (or DSA) whereby Teekay Parent engaged CNRI to assume full responsibility for Teekay’s remaining Phase 2 asset retirement obligation (or ARO), to decommission our remaining subsea infrastructure located within the CNRI-operated Banff field. The DSA was subject to certain conditions precedent that needed to be satisfied by June 1, 2021 (or any agreed extension thereto) failing which the DSA could have been terminated by either party. On May 27, 2021, all conditions precedent of the DSA that needed to be satisfied by June 1, 2021, were met. As such, Teekay was deemed to have fulfilled its prior decommissioning obligations associated with the Banff field and we derecognized the ARO and its associated receivable, resulting in a $33.0 million gain. As at December 31, 2021, as a result of the extinguishment, the ARO and associated receivable were $nil. In May 2021, Teekay sold the Petrojarl Banff FPSO unit to an EU-approved shipyard for recycling and the unit is currently in the latter stages of green-recycling.
In April 2021, BP plc announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. In February 2022, BP plc provided formal redelivery notice to us, indicating an expected redelivery date of August 3, 2022, after which Teekay intends to green-recycle the unit. During the year ended December 31, 2021, we increased the present value of the estimated ARO liability relating to the FPSO unit by $2.7 million as a result of the earlier than expected redelivery of the FPSO unit and we increased our cost estimate to recycle the Petrojarl Foinaven FPSO unit by $3.9 million.
46

Operating Results – Teekay Parent
The following table compares Teekay Parent’s operating results and the number of calendar-ship-days for its vessels for 2021 and 2020.
 
Offshore
Production
Other and
Corporate G&A
Teekay Parent
Total
(in thousands of U.S. dollars, except calendar-ship-days)202120202021202020212020
Revenues47,895 108,952 92,246 150,869 140,141 259,821 
Voyage expenses— (24)10 (14)
Vessel operating expenses(42,879)(94,945)(87,345)(132,375)(130,224)(227,320)
Time-charter hire expenses— (7,972)(1,641)(12,406)(1,641)(20,378)
Depreciation and amortization— (14,166)— — — (14,166)
General and administrative expenses (1)
(1,113)(1,872)(29,559)(23,276)(30,672)(25,148)
Write-down of assets— (70,692)— (9,100)— (79,792)
Asset retirement obligation extinguishment gain32,950 — — — 32,950 — 
Gain on commencement of sales-type lease— 44,943 — — — 44,943 
Restructuring charges(1,307)(2,278)(513)(7,043)(1,820)(9,321)
Income (loss) from vessel operations35,546 (38,054)(26,804)(33,321)8,742 (71,375)
Calendar-Ship-Days (2)
FPSO Units877 1,098 — — 877 1,098 
FSO Units— 244 59 366 59 610 
(1)Includes direct general and administrative expenses and indirect general and administrative expenses allocated to offshore production, and other and corporate G&A based on estimated use of corporate resources.
(2)Apart from three FPSO units (one of which was delivered for recycling in May 2021), all remaining calendar-ship-days presented relate to in-chartered vessels.
Teekay Parent - Offshore Production
Income from vessel operations for Teekay Parent’s Offshore Production business was $35.5 million for 2021, compared to loss from vessel operations of $38.1 million for 2020. The changes are primarily a result of
an increase of $103.7 million for 2021, due to a gain of $33.0 million from the derecognition of the ARO obligation relating to the Petrojarl Banff FPSO unit in the second quarter of 2021, compared to write-downs of $70.7 million relating to Teekay Parent's FPSO units in 2020; and
an increase of $6.3 million related to the Petrojarl Banff FPSO unit, primarily due to lower decommissioning costs incurred in 2021 compared to 2020, and depreciation and restructuring charges incurred in 2020, which did not occur in 2021;
partially offset by

a decrease of $35.7 million for 2021, related to the Petrojarl Foinaven FPSO unit, primarily from the $44.9 million gain recognized on commencement of its sales-type lease in the first quarter of 2020, partially offset by the unit's operational losses in the first quarter of 2020 associated with its previous charter agreement.
Teekay Parent - Other and Corporate G&A
Loss from vessel operations for Teekay Parent’s Other and Corporate G&A segment was $26.8 million for 2021, compared to loss from vessel operations of $33.3 million for 2020. The decrease in loss was primarily due to the $9.1 million write-down of the Suksan Salamander FSO unit in 2020, and lower restructuring charges in 2021, partially offset by increases in corporate expenses in 2021.
47

Other Consolidated Operating Results
The following table compares our other consolidated operating results for 2021 and 2020, excluding the other operating results of the Teekay Gas Business which have been presented separately in “Operating Results – Teekay Gas Business”:
 Year Ended December 31,
(in thousands of U.S. dollars, except percentages)20212020
Interest expense(68,412)(89,075)
Interest income169 1,439 
Realized and unrealized gains (losses) on non-designated derivative instruments467 (2,523)
Foreign exchange loss(2,414)(2,345)
Other loss(12,776)(1,538)
Income tax recovery (expense)4,963 (5,559)

Interest expense. Interest expense decreased to $68.4 million in 2021, compared to $89.1 million in 2020, primarily due to:

a decrease of $16.5 million relating to Teekay Tankers primarily due to lower principal balances and interest rates associated with its finance lease obligations and loan facilities in 2021 compared to 2020, mainly resulting from the completion of new sale-leaseback transactions for eight vessels, which were repurchased under their previous sale-leaseback agreements during 2021, the sale of two Aframax vessels, previously under sale-leaseback arrangements, during the first quarter of 2021, as well as debt refinancings completed during 2020. In addition, overall lower average LIBOR rates and the write-off of previously capitalized loan costs associated with the debt refinancings in the prior period also contributed to the decrease; and
a decrease of $4.0 million relating to Teekay Parent primarily due to lower accretion expense incurred on Teekay's Convertible Notes as a result of the adoption of ASU 2020-06 on January 1, 2021 (see "Item 18 - Financial Statements Note 1: Recent Accounting Pronouncements" for further details), and lower debt balances mainly due to the repurchase of some of Teekay's 2022 Notes and Convertible Notes during 2020.
Realized and unrealized gains (losses) on non-designated derivative instruments. Realized and unrealized gains (losses) related to derivative instruments that are not designated as hedges for accounting purposes are included as a separate line item in the consolidated statements of (loss) income. Net realized and unrealized gains (losses) on non-designated derivatives were $0.5 million for 2021, compared to ($2.5) million for 2020, as detailed in the table below:
Year Ended
December 31, 2021
$
Year Ended
December 31, 2020
$
Realized (losses) gains relating to:
Interest rate swap agreements(1,275)(857)
Foreign currency forward contracts(31)379 
Forward freight agreements(572)(1,242)
(1,878)(1,720)
Unrealized gains (losses) relating to:
Interest rate swap agreements2,407 (889)
Foreign currency forward contracts(58)— 
Forward freight agreements(4)86 
2,345 (803)
Total realized and unrealized gains (losses) on derivative instruments467 (2,523)

The realized losses relate to amounts we actually realized for settlements related to these derivative instruments in normal course and amounts paid to terminate interest rate swap agreement terminations.

During 2021 and 2020, we had interest rate swap agreements with aggregate average net outstanding notional amounts of approximately $72.4 million and $118.1 million, respectively, with average fixed rates of approximately 1.7% and 2.3%, respectively. Short-term variable benchmark interest rates during these periods were generally lower than these fixed rates, and, as such, we incurred realized losses of $1.3 million and $0.9 million during 2021 and 2020, respectively, under the interest rate swap agreements.

Primarily as a result of significant changes in long-term benchmark interest rates during 2021 and 2020, we recognized unrealized gains of $2.4 million in 2021 compared to unrealized losses of $0.9 million in 2020 under the interest rate swap agreements.

Other loss. Other loss increased to $12.8 million in 2021 compared to $1.5 million in 2020. The increase in other loss was primarily due an increase in the ARO liability related to the Petrojarl Foinaven FPSO unit during 2021 as a result of the earlier than expected redelivery of the FPSO unit and costs estimated to recycle the unit (see "Item 18 - Financial Statements: Note 6 - Accrued Liabilities and Other and Other Long-Term Liabilities" of this Annual Report), premiums paid during 2021 in relation to Teekay Tankers' repurchase of the eight vessels, previously under sale-leaseback arrangements, an increase in unrealized credit loss provision relating to the Petrojarl Foinaven FPSO unit lease and Teekay Tankers' amortization of a previously deferred gain during the prior period.

48

Income Tax Recovery (Expense). Income tax recovery was $5.0 million in 2021 compared to income tax expense of ($5.6) million in 2020. The change was primarily due to lower freight taxes recognized in a certain jurisdiction in 2021, higher recoveries related to the expiry of the statute of limitations in certain jurisdictions during 2021, as well as tax refunds related to group relief and overpayment of prior period taxes; partially offset by a reversal $15.2 million of freight tax liabilities in 2020 as a result of an agreement with a tax authority, which was based in part on an initiative of the tax authority in response to the COVID-19 global pandemic and included the waiver of interest and penalties on unpaid taxes. For additional information, please read "Item 18 - Financial Statements: Note 21 - Income Tax Recovery (Expense)" of this Annual Report.
Operating Results - Teekay Gas Business
The Teekay Gas Business consists of our general partner interest in Teekay LNG Partners (now known as Seapeak LLC), all of our common units in Teekay LNG Partners, and certain subsidiaries which collectively contain our shore-based management operations of Teekay LNG Partners and certain of its joint ventures. On October 4, 2021, Teekay LNG Partners, Teekay GP, the Acquiror and the Merger Sub entered the Merger Agreement, pursuant to which the Merger closed on January 13, 2022. As part of the Merger and related transactions, Teekay sold all of its ownership interest in Teekay LNG Partners, including approximately 36 million Teekay LNG Partners common units, and Teekay GP (equivalent to approximately 1.6 million Teekay LNG Partners common units), for cash in the amount of $17.00 per common unit. As consideration, Teekay received total gross cash proceeds of approximately $641 million. Furthermore, on January 13, 2022, Teekay transferred certain management services companies to Teekay LNG Partners that provide, through existing services agreements, comprehensive managerial, operational and administrative services to Teekay LNG Partners, its subsidiaries and certain of its joint ventures. Due to negative working capital in these subsidiaries on the date of purchase, Teekay paid Teekay LNG Partners $4.9 million to assume ownership of them.
As at December 31, 2021, Teekay LNG Partners (now known as Seapeak LLC) had a fleet of 47 LNG carriers and 28 LPG/multi-gas carriers. Seapeak's ownership interests in these vessels range from 20% to 100%. In addition to Seapeak's fleet, it has a 30% ownership interest in an LNG receiving and regasification terminal in Bahrain.
Operating Results – Teekay Gas Business
The following table compares the Teekay Gas Business’ operating results and number of calendar-ship-days for its vessels for 2021 and 2020:
Year Ended December 31,
(in thousands of U.S. dollars, except calendar-ship-days)20212020
Revenues680,589 669,417 
Voyage expenses(28,190)(17,394)
Vessel operating expenses(200,917)(188,251)
Time-charter hire expenses(23,487)(23,564)
Depreciation and amortization(130,810)(129,752)
General and administrative expenses (1)
(24,196)(15,075)
Write-down of vessels— (51,000)
Restructuring charges(3,223)— 
Income from vessel operations269,766 244,381 
Interest expense(122,561)(136,572)
Interest income5,945 6,903 
Realized and unrealized gains (losses) on non-designated derivative instruments8,524 (33,334)
Equity income115,399 72,233 
Foreign exchange gain (loss)7,344 (18,373)
Other loss(3,566)(16,523)
Income from discontinued operations before income taxes280,851 118,715 
Income tax expense(6,756)(3,429)
Income from discontinued operations274,095 115,286 
Calendar-Ship-Days (1)
Liquefied Gas Carriers10,95010,990
(1)General and administrative costs for the Teekay Gas Business discontinued operations do not include allocations of costs from shared corporate units. As a result, the general and administrative expenses of the Teekay Gas Business discontinued operations do not represent a fully-built-up cost, but rather only the direct costs incurred by Seapeak and the costs associated with functions that are fully-dedicated to providing services to Seapeak and certain of its joint ventures. As such, Seapeak’s share of the costs incurred by the corporate units in Teekay is not included in the discontinued operations results.
(2)Calendar-ship-days presented relate to consolidated vessels only.

49

Income from vessel operations for the Teekay Gas Business increased to $269.8 million in 2021 compared to $244.4 million in 2020, primarily as a result of the following:

an increase of $51.0 million due to the write-down of Seapeak's seven multi-gas carriers in 2020 partly as a result of the economic environment at that time (including the economic impact of the COVID-19 global pandemic);
an increase of $15.7 million due to lower operational claims on certain of Seapeak's LNG carriers in 2021 compared to 2020; and

a net increase of $1.8 million primarily due to higher charter rates earned in 2021, partially offset by unscheduled off-hire days due to repairs on Seapeak's multi-gas carriers in 2021;

partially offset by:

a decrease of $13.0 million due to 182 additional off-hire days and fuel costs related to the scheduled drydockings and upgrade of certain of Seapeak's LNG carriers in 2021 compared to 2020;

a decrease of $12.4 million due to higher general and administrative expenses and restructuring charges primarily incurred in connection with the sale of the Teekay Gas Business, including costs allocated from certain restructured subsidiaries of Teekay prior to the closing of the sale;

a decrease of $7.0 million primarily due to an increase in repairs and maintenance expenditures incurred in 2021 compared to 2020;

a decrease of $6.8 million due to 47 additional off-hire days for unscheduled repairs on certain of Seapeak's LNG carriers in 2021 compared to 2020; and

a decrease of $6.0 million due to the redeliveries of the Creole Spirit and the Oak Spirit LNG carriers and these vessels earning lower charter rates upon redeployment in March 2021 and August 2021, respectively.

Interest Expense. Interest expense decreased to $122.6 million for 2021, from $136.6 million for 2020. Interest expense primarily reflects interest incurred on Seapeak's long-term debt and obligations related to finance leases. The decrease was primarily due to a lower debt balance as a result of debt repayments and a decrease in LIBOR.

Realized and Unrealized Gain (Loss) on Non-designated Derivative Instruments. Net realized and unrealized gains (losses) on non-designated derivative instruments were $8.5 million and ($33.3) million for 2021 and 2020, respectively.

Seapeak enters into interest rate swaps which exchange a receipt of floating interest for a payment of fixed interest to reduce exposure to interest rate variability on certain of its outstanding U.S. Dollar-denominated and Euro-denominated floating rate debt. As at December 31, 2021 and 2020, Seapeak had interest rate swap agreements, excluding swap agreements held by Seapeak's equity-accounted joint ventures, with aggregate average net outstanding notional amounts of approximately $911 million and $806 million, respectively, and with average fixed rates of 2.7% and 3.1%, respectively. Seapeak recognized realized losses of $34.1 million under the interest rate swap agreements in 2021, compared to realized losses of $16.6 million in 2020. The increase in realized losses for the 2021 is primarily due to the termination of the interest rate swap agreement associated with the debt refinancing in Seapeak's 70%-owned consolidated joint venture TK BLT Corporation (or the Tangguh Joint Venture) during the first quarter of 2021.

Primarily as a result of significant changes in the long-term benchmark interest rates during the year ended December 31, 2021, compared with 2020, Seapeak recognized unrealized gains of $42.7 million under the interest rate swap agreements during 2021, compared to unrealized losses of $16.7 million for the prior year.

Equity Income. Equity income related to Seapeak’s liquefied gas carriers increased to $115.4 million in 2021 compared to $72.2 million in 2020. The changes were primarily a result of:

an increase of $42.0 million due to unrealized gains on non-designated interest rate swaps due to an increase in long-term forward LIBOR benchmark interest rates, compared to unrealized losses in 2020 due to a decrease in long-term forward LIBOR benchmark interest rates;
an increase of $17.0 million due to impairment charges recorded on four LPG carriers in the Exmar LPG Joint Venture in 2020;

an increase of $15.3 million related to lower unrealized credit loss provisions primarily due to the initial unrealized credit loss provision recognized upon commencement of the sales-type lease for the Bahrain regasification terminal and associated floating storage unit in January 2020 in Seapeak's 30%-owned joint venture in Bahrain (or the Bahrain LNG Joint Venture) and lower unrealized credit loss provisions recorded in certain of Seapeak's equity-accounted joint ventures primarily due to declines in estimated charter-free vessel fair values for vessels which are servicing time-charter contracts accounted for as direct financing leases during 2020; and

an increase of $9.9 million due to a decrease in interest expense resulting from lower debt balances and lower LIBOR during 2021;
partially offset by:

a decrease of $30.0 million due to an impairment charge recorded on Seapeak's investment in an LNG related joint venture with Exmar (or the Excalibur Joint Venture) in 2021 as a result of a change in expectation as to the possible sale of the Excalibur Joint Venture's only vessel;

a decrease of $6.7 million primarily due to unscheduled off-hire for repairs during 2021 on certain of Seapeak's equity-accounted LNG carriers in its 50%-owned joint venture with China LNG Shipping (Holdings) Limited (or the Yamal LNG Joint Venture), off-hire for scheduled drydockings and unscheduled repairs during 2021 for certain of Seapeak's equity-accounted LNG carriers in its 33%-owned joint venture with Angola (or the Angola LNG Carriers) and off-hire for scheduled drydockings during 2021 for certain of Seapeak's equity-accounted LPG carriers in its 50/50 LPG-related joint venture with Exmar NV (or the Exmar LPG Joint Venture); and
50


a decrease of $6.5 million primarily due to lower charter rates earned upon redeployment of the Marib Spirit, Arwa Spirit and Methane Spirit between May 2020 and April 2021 in Seapeak's MALT Joint Venture.

Foreign Currency Exchange Gain (Loss). Foreign currency exchange gains (losses) were $7.3 million and ($18.4) million for 2021 and 2020, respectively. These foreign currency exchange gains (losses) were primarily due to the relevant period-end revaluation of Seapeak's NOK-denominated debt and Seapeak's Euro-denominated term loans for financial reporting purposes into U.S. Dollars, net of the realized and unrealized gains and losses on Seapeak's cross currency swaps. Gains on NOK-denominated and Euro-denominated monetary liabilities reflect a stronger U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period. Losses on NOK-denominated and Euro-denominated monetary liabilities reflect a weaker U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period.

Other Loss. Other loss decreased to $3.6 million for 2021, from $16.5 million for 2020. The change in other loss was primarily due to higher unrealized credit loss provisions recognized in 2020 as a result of larger declines of estimated charter-free valuations of certain of Seapeak's LNG vessels in 2020 compared to 2021, which are servicing time-charter contracts accounted for as direct financing leases, and the impact of such declines on Seapeak's expectation of the value of such vessels upon completion of their existing charter contracts.

Income Tax Expense. Income tax expense increased to $6.8 million for 2021, from $3.4 million for 2020, primarily due to changes in deferred tax amounts related to the timing of deductions in the Tangguh Joint Venture.
Year Ended December 31, 2020 versus Year Ended December 31, 2019
Teekay Tankers
As at December 31, 2020, Teekay Tankers owned and leased 52 double-hulled conventional oil and product tankers, time chartered-in two Aframax and one LR2 product tankers, and owned a 50% interest in one VLCC.
Operating Results – Teekay Tankers
The following table compares Teekay Tankers’ operating results, equity income and number of calendar-ship-days for its vessels for 2020 and 2019.
 Year Ended December 31,
(in thousands of U.S. dollars, except calendar-ship-days)20202019
Revenues886,434 941,938 
Voyage expenses(297,225)(400,315)
Net revenues589,209 541,623 
Vessel operating expenses(184,233)(208,601)
Time-charter hire expenses(36,341)(43,189)
Depreciation and amortization(117,213)(124,002)
General and administrative expenses(39,006)(36,404)
(Write-down) and gain (loss) on sale of assets(69,446)(5,544)
Restructuring charges(1,398)— 
Income from vessel operations141,572 123,883 
Equity income5,100 2,345 
Calendar-Ship-Days (1)
Conventional Tankers20,673 22,350 
(1)Calendar-ship-days presented relate to owned and in-chartered consolidated vessels only.
Net Revenues. Net revenues were $589.2 million for the year ended December 31, 2020 compared to $541.6 million for the year ended December 31, 2019. The increase was primarily due to:
a net increase of $73.2 million due to higher overall average realized spot rates earned by the Suezmax tankers and LR2 product tankers, partially offset by lower overall average realized spot rates earned by the Aframax tankers in 2020 compared to 2019; and

an increase of $39.7 million primarily due to a higher number of vessels on time-charter out contracts earning higher rates compared to spot rates for 2019;

partially offset by:

51

a net decrease of $37.2 million due to the sale of four Suezmax tankers during the fourth quarter of 2019 and first quarter of 2020 and the redeliveries of two Aframax in-chartered tankers to their owners in the first quarter of 2020, partially offset by the addition of one Aframax in-chartered tanker that was delivered to Teekay Tankers in the third quarter of 2019;

a decrease of $23.1 million due to the sale of the non-US portion of the ship-to-ship support services business and LNG terminal management business during the second quarter of 2020, as well as the completion of an LNG terminal management project and an LNG STS contract in 2019;

a decrease of $3.8 million primarily due to lower net results from the FSL dedicated tankers resulting from lower overall spot rates; and

a decrease of $2.3 million due to an accrual for taxes recoverable from one of the customers in the fourth quarter of 2019 and a reduction of this accrual in the first quarter of 2020 (offset by a corresponding decrease in income tax expense).

Vessel Operating Expenses. Vessel operating expenses were $184.2 million for the year ended December 31, 2020 compared to $208.6 million for the year ended December 31, 2019. The decrease was primarily due a reduction of $18.3 million resulting from the sale of the non-US portion of the ship-to-ship support services business and LNG terminal management business during the second quarter of 2020, as well as the completion of an LNG terminal management project and an LNG STS contract in 2019, a reduction of $9.2 million primarily due to the sale of four Suezmax tankers during the fourth quarter of 2019 and first quarter of 2020 and a decrease of $1.9 million due to a lower volume of support service activities, partially offset by a net increase of $5.2 million primarily due to crewing-related costs that have been impacted by disruptions resulting from the COVID-19 global pandemic.

Time-charter Hire Expenses. Time-charter hire expenses were $36.3 million for the year ended December 31, 2020 compared to $43.2 million for the year ended December 31, 2019. The decrease was primarily due to a reduction of $10.9 million due to the redelivery of two chartered-in vessels in early 2020 and a decrease of $1.4 million due to the impairments of four operating lease right-of-use assets related to chartered-in vessels during 2020, partially offset by an increase of $5.5 million due to the deliveries of a chartered-in tanker in the third quarter of 2019 and a chartered-in lightering support vessel in the third quarter of 2020.

Depreciation and Amortization. Depreciation and amortization was $117.2 million for the year ended December 31, 2020 compared to $124.0 million for the year ended December 31, 2019. The decrease was primarily due to a reduction of $9.6 million due to four vessels sold in the fourth quarter of 2019 and first quarter of 2020, a reduction of $2.4 million primarily resulting from the sale of the non-US portion of the ship-to-ship support services business and LNG terminal management business during the second quarter of 2020 and a decrease of $1.1 million due to the impairments of five Aframax tankers in the third quarter of 2020, partially offset by an increase of $6.3 million primarily due to depreciation related to capitalized expenditures for vessels which dry docked during 2019 and 2020.

General and Administrative Expenses. General and administrative expenses were $39.0 million for the year ended December 31, 2020, compared to $36.4 million for the year ended December 31, 2019. The increase was primarily due to higher general corporate expenditures during 2020.

(Write-down) and Gain (Loss) on Sale of Assets. The (write-down) and gain (loss) on sale of assets of $69.4 million for the year ended December 31, 2020, was due to:

the impairments recorded on nine of the Aframax tankers primarily due to a decline in spot tanker rates, short-term time charter rates, and vessel values resulting from the current economic climate to which the COVID-19 global pandemic was a contributing factor, which resulted in a write-down of $65.4 million;

the gain on the sale of assets of $3.1 million due to the sale of the non-US portion of the support services business and LNG terminal management business during the second quarter of 2020;

the impairments recorded on the operating lease right-of-use assets primarily due to a reduction in short-term time charter rates, which resulted in a write-down of $2.9 million;

the sale of three Suezmax tankers in the first quarter of 2020, which resulted in an aggregate net loss of $2.6 million; and

the write-down of two Aframax tankers by $1.6 million to their estimated sales prices.

The (write-down) and (loss) on the sale of assets of $5.5 million for the year ended December 31, 2019, was primarily due to:

the write-down of two Suezmax tankers by $3.2 million to their estimated sales prices; and

the sale of one Suezmax tanker in the fourth quarter of 2019, which resulted in a loss of $2.4 million.

Restructuring Charges. Restructuring charges of $1.4 million for the year ended December 31, 2020, were related to estimated severance costs resulting from organizational changes to the tanker services and operations, partially related to the sale of the non-US portion of the ship-to-ship support services business in April 2020.

Equity Income. Equity income was $5.1 million for the year ended December 31, 2020 compared to $2.3 million for the year ended December 31, 2019, primarily due to higher spot rates realized by the 50% ownership interest in a VLCC, which has been trading in a third-party managed VLCC pooling arrangement.
52

Teekay Parent
As at December 31, 2020, Teekay Parent had direct interests in three 100%-owned FPSO units, which are included in Teekay Parent’s Offshore Production business. In addition, included in Teekay Parent’s Other and Corporate G&A segment was one FSO unit in-chartered from Altera until March 2021. Teekay Parent also redelivered one FSO unit to Altera in August 2020, one bunker barge to a third party in May 2020, two shuttle tankers to Altera in March 2020, and one FSO unit to Altera in April 2019. The remaining portion of the Other and Corporate G&A segment primarily relates to Teekay Parent's marine services business in Australia as well as marine and corporate services provided to Altera.

Operating Results – Teekay Parent

The following table compares Teekay Parent’s operating results and the number of calendar-ship-days for its vessels for 2020 and 2019.

 
Offshore
Production
Other and
Corporate G&A
Teekay Parent
Total
(in thousands of U.S. dollars, except calendar-ship-days)202020192020201920202019
Revenues108,952 210,816 150,869 122,291 259,821 333,107 
Voyage expenses(24)(36)10 (7)(14)(43)
Vessel operating expenses(94,945)(159,822)(132,375)(100,813)(227,320)(260,635)
Time-charter hire expenses(7,972)(41,813)(12,406)(13,764)(20,378)(55,577)
Depreciation and amortization(14,166)(29,710)— (195)(14,166)(29,905)
General and administrative expenses (1)
(1,872)(9,272)(23,276)(24,055)(25,148)(33,327)
Write-down and loss on sales of vessels(70,692)(178,330)(9,100)— (79,792)(178,330)
Gain on commencement of sales-type lease44,943 — — — 44,943 — 
Restructuring charges(2,278)— (7,043)(8,350)(9,321)(8,350)
Loss from vessel operations(38,054)(208,167)(33,321)(24,893)(71,375)(233,060)
Calendar-Ship-Days (2)
FPSO Units1,098 1,095 — — 1,098 1,095 
FSO Units244 365 366 477 610 842 
Shuttle Tankers113 642 — — 113 642 
(1)Includes direct general and administrative expenses and indirect general and administrative expenses allocated to offshore production, and other and corporate G&A based on estimated use of corporate resources.
(2)Apart from three FPSO units in 2020 and 2019, all remaining calendar-ship-days presented relate to in-chartered days.

Teekay Parent - Offshore Production

Loss from vessel operations for Teekay Parent’s Offshore Production business was $38.1 million for 2020, compared to loss from vessel operations of $208.2 million for 2019. The changes are primarily a result of:
•     a decrease in loss of $107.6 million due to lower impairment charges in 2020;
•     a decrease in loss of $74.0 million for 2020, primarily due to a $44.9 million gain on commencement of the sales-type lease and $29.1 million decrease in loss primarily due to improved results associated with the new bareboat charter agreement for the Petrojarl Foinaven FPSO unit in 2020; and
•     a decrease in loss of $10.9 million for 2020, related to the Sevan Hummingbird FPSO unit, primarily due to a new contract that took effect in the fourth quarter of 2019 at a higher rate as well as lower depreciation as a result of write-downs of the unit to its estimated fair value in the third quarter of 2019, and then to nil in the third quarter of 2020;
partially offset by:
•    an increase in loss of $22.3 million for 2020, related to the Petrojarl Banff FPSO unit, primarily due to cessation of production on the Banff field in June 2020 and the associated decommissioning costs incurred.
Teekay Parent - Other and Corporate G&A
Loss from vessel operations for Teekay Parent’s Other and Corporate G&A segment was $33.3 million for 2020, compared to loss from vessel operations of $24.9 million for 2019. The increase in loss was primarily due to the write-down of the Suksan Salamander FSO unit, partially offset by decreases in restructuring charges.

53

Equity-Accounted Investment in Altera
We recognized equity losses from Altera of $75.8 million for the year ended December 31, 2019. The equity losses primarily include a write-down of our investment in Altera of $64.9 million and a loss on sale of Altera of $8.9 million. For additional information please read "Item 18 – Financial Statements: Note 3 - Segment Reporting".

Other Consolidated Operating Results

The following table compares our other consolidated operating results for 2020 and 2019:
 Year Ended December 31,
(in thousands of U.S. dollars, except percentages)20202019
Interest expense(89,075)(111,398)
Interest income1,439 3,404 
Realized and unrealized losses on non-designated derivative instruments(2,523)(358)
Foreign exchange loss(2,345)(3,523)
Other loss(1,538)(12,467)
Income tax expense(5,559)(17,846)

Interest Expense. Interest expense decreased to $89.1 million in 2020 compared to $111.4 million in 2019, primarily due to:

a decrease of $13.8 million primarily due to Teekay Tankers' significant prepayments of loan principal during the fourth quarter of 2019 and during 2020, and the debt refinancings completed during 2020, which resulted in lower interest rates in comparison to those under the previous facilities, along with overall lower average LIBOR rates, partially offset by the write-off of previously capitalized loan costs and non-capitalized loan costs associated with the debt refinancings; and
a decrease of $8.5 million relating to Teekay Parent as a result of the repurchase in 2019 and at maturity of our 8.5% senior notes due in January 2020 (or the 2020 Notes), partially offset by an increase in debt issuance cost amortization, and the higher interest rate for the 2022 Notes issued by Teekay Parent in May 2019.
Realized and Unrealized Losses on Non-designated Derivative Instruments. Realized and unrealized losses related to derivative instruments that are not designated as hedges for accounting purposes are included as a separate line item in the consolidated statements of (loss) income. Net realized and unrealized losses on non-designated derivatives were $2.5 million for 2020 compared to $0.4 million for 2019, as detailed in the table below:
Year Ended
December 31, 2020
$
Year Ended
December 31, 2019
$
Realized (losses) gains relating to:
Interest rate swap agreements(857)1,788 
Foreign currency forward contracts379 — 
Stock purchase warrants— (25,559)
Forward freight agreements(1,242)1,490 
(1,720)(22,281)
Unrealized (losses) gains relating to:
Interest rate swap agreements(889)(4,988)
Time-charter swap agreement— 40 
Stock purchase warrants— 26,900 
Forward freight agreements86 (29)
(803)21,923 
Total realized and unrealized losses on derivative instruments(2,523)(358)
The realized losses relate to amounts we actually realized for settlements related to these derivative instruments in normal course and amounts paid to terminate interest rate swap agreement terminations.

During 2020 and 2019, we had interest rate swap agreements with aggregate average net outstanding notional amounts of approximately $118.1 million and $423.5 million, respectively, with average fixed rates of approximately 2.3% and 2.1%, respectively. We incurred realized (losses) gains of ($0.9) million and $1.8 million during 2020 and 2019, respectively, under the interest rate swap agreements.

Primarily as a result of changes in long-term benchmark interest rates during 2020 and 2019, we recognized unrealized losses of $0.9 million in 2020 compared to $5.0 million in 2019 under the interest rate swap agreements.

54

Prior to us selling our remaining interests in Altera (or the 2019 Brookfield Transaction), Teekay held 15.5 million common unit warrants issued by Altera to Teekay in connection with the 2017 Brookfield Transaction (or the Brookfield Transaction Warrants) and 1,755,000 warrants to purchase common units of Altera issued to Teekay in connection with Altera's private placement of Series D Preferred Units in June 2016 (or the Series D Warrants). Please read “Item 18 – Financial Statements: Note 15 – Derivative Instruments and Hedging Activities". During the year ended December 31, 2019, we recognized an unrealized gain of $26.9 million on these warrants, which was partially offset by a realized loss of $25.6 million during the same period. As part of the 2019 Brookfield Transaction, Teekay sold to Brookfield all of the Company’s remaining interests in Altera, which included, among other things, both the Brookfield Transaction Warrants and Series D Warrants.

Foreign Exchange Loss. Foreign currency exchange losses were $2.3 million in 2020 compared to $3.5 million in 2019. Our foreign currency exchange losses are primarily due to the relevant period-end revaluation of our working capital accounts for financial reporting purposes and the settlement of balances in foreign denominated currencies.
Other Loss. Other loss decreased to $1.5 million in 2020 compared to $12.5 million in 2019, primarily due to losses on the repurchase of Teekay Parent's 2020 Notes during 2019, partially offset by a gain on the repurchase some of Teekay Parent's Convertible Notes and 2022 Notes in the open market during 2020 and an increase in the net ARO accretion expense increasing the present value of ARO liabilities relating to the Petrojarl Banff FPSO unit and the Petrojarl Foinaven FPSO unit.

Income Tax Expense. Income tax expense was $5.6 million in 2020 compared to $17.8 million in 2019. The decrease was primarily due to the reversal of freight tax liabilities in 2020 as a result of an agreement with a tax authority, which was based in part on an initiative of the tax authority in response to the COVID-19 global pandemic and included the waiver of interest and penalties on unpaid taxes, partially offset by an increase in freight taxes recognized in a certain jurisdiction due to uncertainty surrounding a recent tax law change and the limited transparency into the actions of the tax authority in this jurisdiction. For additional information, please read "Item 18 - Financial Statements: Note 21 - Income Tax Recovery (Expense)" of this Annual Report.
Operating Results - Teekay Gas Business
As at December 31, 2020, Seapeak’s liquefied gas fleet consisted of a controlling interest in 22 LNG carriers and seven LPG/multi-gas carriers. In addition, Seapeak also had interests of 20% to 52% in 25 LNG carriers, 23 LPG/multi-gas carriers and one LNG regasification terminal in Bahrain that were accounted for using the equity method.
55

The following table compares the Teekay Gas Business’ operating results and number of calendar-ship-days for its vessels for 2020 and 2019:
Year Ended December 31,
(in thousands of U.S. dollars, except calendar-ship-days)20202019
Revenues669,417 670,346 
Voyage expenses(17,394)(21,387)
Vessel operating expenses(188,251)(177,141)
Time-charter hire expenses(23,564)(19,994)
Depreciation and amortization(129,752)(136,765)
General and administrative expenses (1)
(15,075)(11,714)
(Write-down) and gain on sale of vessels(51,000)13,564 
Restructuring charges— (3,690)
Income from vessel operations244,381 313,219 
Interest expense(136,572)(167,661)
Interest income6,903 4,400 
Realized and unrealized losses on non-designated derivative instruments(33,334)(13,361)
Equity income72,233 58,819 
Foreign exchange loss(18,373)(10,051)
Other loss(16,523)(2,008)
Income from discontinued operations before income taxes118,715 183,357 
Income tax expense(3,429)(7,636)
Income from discontinued operations115,286 175,721 
Calendar-Ship-Days (1)
Liquefied Gas Carriers10,99011,650
Conventional Tankers— 317
(1)General and administrative costs for the Teekay Gas Business discontinued operations do not include allocations of costs from shared corporate units. As a result, the general and administrative expenses of the Teekay Gas Business discontinued operations do not represent a fully-built-up cost, but rather only the direct costs incurred by Seapeak and the costs associated with functions that are fully-dedicated to providing services to Seapeak and certain of its joint ventures. As such, Seapeak’s share of the costs incurred by the corporate units in Teekay is not included in the discontinued operations results.
(2)Further information on Seapeak’s conventional tanker results can be found in “Item 18 – Financial Statements: Note 3 – Segment Reporting" of our 2020 Annual Report.
(3)Calendar-ship-days presented relate to consolidated vessels only.
Income from vessel operations for Seapeak decreased to $244.4 million in 2020 from $313.2 million in 2019, primarily as a result of:

a decrease of $64.6 million due to the write-down of seven multi-gas carriers in 2020 compared to a write-down of one conventional tanker in 2019 and a gain recognized on the derecognition of the WilPride and WilForce LNG carriers in 2019;
a decrease of $10.5 million due to the sales of the Toledo Spirit Suezmax tanker and the Alexander Spirit, WilPride, and WilForce LNG carriers between January 2019 and January 2020;
a decrease of $8.0 million during 2020, primarily due to an increase in vessel operating expenses due to timing of repairs and maintenance expenditures, and an increase in general and administrative expenses related to professional fees associated with the elimination of Seapeak's incentive distribution rights, and higher insurance premiums; and
a decrease of $4.6 million due to lower rates earned for the Bahrain Spirit in 2020 as the vessel was trading primarily as a FSU for the majority of 2020 compared to higher rates earned when it traded as an LNG carrier in 2019 prior to the completion of the LNG terminal in Bahrain in November 2019, and lower rates earned on the redeployment of the Magellan Spirit in May 2019;
partially offset by:

an increase of $13.3 million due to fewer off-hire days during 2020, primarily for scheduled dry dockings and unscheduled repairs for certain vessels; and
a net increase of $3.5 million due to higher net results from ship management services related to the LNG carriers compared to the prior period.
56

Interest Expense. Interest expense decreased to $136.6 million in 2020 from $167.7 million in 2019. Interest expense primarily reflects interest incurred on Seapeak's long-term debt and obligations related to finance leases. This increase was primarily a result of:

a decrease of $20.5 million primarily due to a decrease in LIBOR and reduction in debt balances as a result of principal and bond repayments throughout 2019 and 2020;
a decrease of $8.9 million as we used part of the proceeds from the sale of the WilForce and WilPride to repay Seapeak's term loans that were collateralized by these vessels; and
a decrease of $2.0 million relating to the extinguishment of unamortized debt issuance costs upon completion of the debt refinancing on the Sean Spirit in January 2019.
Interest Income. Interest income increased to $6.9 million in 2020 from $4.4 million in 2019, primarily due to interest earned from Seapeak's loan to the Bahrain LNG Joint Venture upon completion of the regasification terminal in Bahrain in November 2019.

Realized and Unrealized Losses on Non-Designated Derivative Instruments. Net realized and unrealized losses on non-designated derivative instruments were $33.3 million and $13.4 million for 2020 and 2019, respectively.

As at December 31, 2020 and 2019, Seapeak had interest rate swap agreements, excluding swap agreements held by Seapeak's equity-accounted joint ventures, with aggregate average net outstanding notional amounts of approximately $806 million and $799 million, respectively, and with average fixed rates of 3.1% and 3.4%, respectively. Short-term variable benchmark interest rates during these periods were generally lower than these fixed rates, and, as such, Seapeak incurred realized losses of $16.6 million and $10.1 million during 2020 and 2019, respectively, under the interest rate swap agreements.

Primarily as a result of significant changes in the long-term benchmark interest rates during the year ended December 31, 2020 compared with 2019, Seapeak recognized unrealized losses of $16.7 million under the interest rate swap agreements during the year ended December 31, 2020, compared to unrealized losses of $2.9 million for the prior year.

Equity Income. Equity income related to Seapeak’s liquefied gas carriers increased to $72.2 million in 2020 from $58.8 million in 2019. The changes were primarily a result of:

an increase of $45.3 million due to the deliveries of four ARC7 LNG carrier newbuildings (the Nikolay Yevgenov, the Vladimir Voronin, the Georgiy Ushakov and the Yakov Gakkel) in June 2019, August 2019, November 2019, and December 2019, respectively, delivery of the Pan Africa in January 2019 and the commencement of the terminal use agreement of the Bahrain LNG Joint Venture in early-2020;

an increase of $9.5 million due to higher charter rates earned by certain vessels in the Exmar LPG Joint Venture; and

an increase of $3.4 million due to fewer off-hire days during 2020, primarily for scheduled dry dockings and unscheduled repairs for certain vessels in the MALT Joint Venture;

partially offset by:

a decrease of $29.4 million due to higher unrealized losses on non-designated interest rate swaps relating to decreases in long-term forward LIBOR benchmark interest rates relative to the beginning of 2020, and credit loss provisions recognized during 2020 that followed the adoption of ASC 326 on January 1, 2020, which were primarily due to the commencement of the sales-type lease for the Bahrain regasification terminal and associated FSU in January 2020 and declines in estimated charter-free valuations for certain types of LNG carriers servicing time-charter contracts accounted for as direct financing and sales-type leases; and

a decrease of $17.0 million due to impairment charges recorded on four LPG carriers in the Exmar LPG Joint Venture in 2020.

Foreign Currency Exchange Loss. Foreign currency exchange losses were $18.4 million and $10.1 million for 2020 and 2019, respectively. These foreign currency exchange losses were primarily due to the relevant period-end revaluation of Seapeak's NOK-denominated debt and Seapeak's Euro-denominated term loans for financial reporting purposes into U.S. Dollars, net of the realized and unrealized gains and losses on its cross currency swaps. Gains on NOK-denominated and Euro-denominated monetary liabilities reflect a stronger U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period. Losses on NOK-denominated and Euro-denominated monetary liabilities reflect a weaker U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period.

Other Loss. Other loss increased to $16.5 million in 2020 from $2.0 million in 2019, primarily due to credit loss provisions recognized in 2020 as a result of declines of estimated charter-free valuations of certain of Seapeak's LNG vessels, which are servicing time-charter contracts accounted for as direct financing and sales-type leases, and the impact of such declines on Seapeak's expectation of the value of such vessels upon completion of their existing charter contracts. The increases in other loss were partially offset by a $1.4 million loss recognized relating to the Torben Spirit sale-leaseback refinancing in September 2019.

Income Tax Expense. Income tax expense decreased to $3.4 million in 2020 from $7.6 million in 2019. The change in income tax expense was primarily due to the utilization of tax loss carryforwards in the Tangguh Joint Venture relating to the tax treatment of intangible assets upon adoption of the new lease accounting standards, partially offset by freight tax from increased voyages to taxable jurisdictions.

LIQUIDITY AND CAPITAL RESOURCES
57


Sources and Uses of Capital

Teekay Parent

As of the date of this filing, Teekay Parent primarily generates cash flows from managing vessels for the Australian government, providing management services to Teekay Tankers and certain third-parties, and the ownership and operation of two FPSO units. Teekay Parent's other potential sources of funds are borrowings under credit facilities and proceeds from issuances of debt or equity securities, as well as the net cash proceeds from the sale of the Teekay Gas Business, which was completed in January 2022. As at March 31, 2022, Teekay Parent's remaining debt security outstanding consists of $23.4 million aggregate principal amount of the Convertible Notes, which are described in "Item 18 – Financial Statements: Note 8 – Long-Term Debt". Prior to the sale of the Teekay Gas Business, Teekay Parent also generated cash flows from cash distributions of Seapeak and from managing vessels for Seapeak and other third-parties, including certain LNG joint ventures. As at December 31, 2021, Teekay Parent was in compliance with all covenants under its credit facilities and other long-term debt.

Teekay Parent's primary uses of cash include the payment of operating expenses, asset retirement obligations, decommissioning costs and/or recycling costs associated with the Petrojarl Banff FPSO unit, the Sevan Hummingbird FPSO unit and the Petrojarl Foinaven FPSO unit, debt service costs for Convertible Notes, as well as funding general and administrative expenses and other working capital requirements. In addition, the sale of the Teekay Gas Business has provided us with additional financial flexibility. As the world pushes for greater energy diversification and a lower environmental footprint, we expect to see investment opportunities in both the broader shipping sector and potentially new and adjacent markets.
Teekay Tankers
Teekay Tankers generates cash flows primarily from chartering out its vessels. Teekay Tankers employs a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering contracts to reduce potential downside risks. Its short-term charters and spot market tanker operations contribute to the volatility of its net operating cash flow, and thus may impact its ability to generate sufficient cash flows to meet its short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. There can be other factors that override typical seasonality, such as was the case during the year ended December 31, 2021, with lower oil demand as a result of the COVID-19 global pandemic, a constrained oil supply resulting from production cuts, the return of ships from floating storage, and the delivery of newbuilding vessels to the world tanker fleet contributed to weak tanker rates. While exposure to the volatile spot market is the largest potential cause for changes in Teekay Tankers' net operating cash flow from period to period, variability in its net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, the average number of vessels in service, including chartered-in vessels, and vessel acquisitions or vessel dispositions, among other factors. The number of vessel dry dockings varies each period depending on vessel maintenance schedules.

Teekay Tankers' other primary sources of cash are long-term bank borrowings and other debt, lease or equity financings, and to a lesser extent, the proceeds from the sales of its older vessels.
Teekay Tankers' obligations related to finance leases are described in "Item 18 – Financial Statements: Note 10 – Obligations Related to Finance Leases", its revolving credit facility and term loan are described in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" and in "Item 18 – Financial Statements: Note 7 – Short-Term Debt" of this report. Teekay Tankers' working capital loan requires it to maintain a minimum threshold of paid-in capital contribution and retained distributions of participants in the RSAs. Teekay Tankers' revolving credit facility and term loan contain covenants and other restrictions that it believes are typical of debt financings collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. Teekay Tankers' revolving credit facility, term loan and obligations related to finance leases require it to maintain financial covenants. The terms of and compliance with these financial covenants are described in further detail in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" and in "Item 18 – Financial Statements: Note 10 – Obligations Related to Finance Leases" included in this Annual Report. If Teekay Tankers does not meet these financial or other covenants, the lender may declare Teekay Tankers' obligations under the agreements immediately due and payable and terminate any further loan commitments, which would significantly affect Teekay Tankers' short-term liquidity requirements. As at December 31, 2021, Teekay Tankers was in compliance with all covenants under its revolving credit facility, term loan, working capital loan and obligations related to finance leases. As at December 31, 2021, Teekay Tankers' revolving credit facility, term loan, working capital loan and obligations related to certain finance leases required it to make interest payments based on LIBOR plus a margin. In January 2022, the interest reference rate LIBOR was replaced with the Secured Overnight Financing Rate (or SOFR) for Teekay Tankers' working capital loan. Significant increases in interest rates could adversely affect Teekay Tankers' results of operations and its ability to service its debt. From time to time, Teekay Tankers uses interest rate swaps to reduce its exposure to market risk from changes in interest rates. Teekay Tankers' current interest rate swap position is described in further detail in "Item 18 – Financial Statements: Note 15 – Derivative Instruments and Hedging Activities" of this Annual Report.
Teekay Tankers' primary uses of cash include the payment of operating expenses, the payments of time-charter hire, dry-docking expenditures, costs associated with modifications to its vessels, debt servicing costs, scheduled repayments of long-term debt, scheduled repayments of its obligations related to finance leases, as well as funding its other working capital requirements. In addition, Teekay Tankers uses cash to acquire new or second-hand vessels to grow the size of its fleet. The timing of the acquisition of vessels depends on a number of factors, including newbuilding prices, second-hand vessel values, the age, condition and size of Teekay Tankers' existing fleet, the commercial outlook for its vessels and other considerations. As such, vessel acquisition activity may vary significantly from year to year.
58

Cash Flows
The following table summarizes our cash flows for the periods presented:
(in thousands of U.S. Dollars)Year Ended December 31,
 20212020
Net operating cash flows - continuing operations(141,905)354,916 
Net operating cash flows - discontinued operations220,021 629,101 
Net financing cash flows - continuing operations16,381 (471,324)
Net financing cash flows - discontinued operations (242,037)(626,189)
Net investing cash flows - continuing operations 38,143 64,534 
Net investing cash flows - discontinued operations (30,973)(1,473)
Operating Cash Flows - Continuing Operations
Our consolidated net cash flow from operating activities - continuing operations fluctuates primarily as a result of changes in vessel utilization and TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and amount of dry-docking expenditures, repairs and maintenance activities, vessel additions and dispositions, and foreign currency rates. Our exposure to the spot tanker market has contributed significantly to fluctuations in operating cash flows historically as a result of highly cyclical spot tanker rates. In addition, until June 2020, the production performance of certain of our FPSO units that operated under contracts with a production-based compensation component contributed to fluctuations in operating cash flows. Further, as the charter contracts of some of our FPSO units included incentives based on oil prices, changes in global oil prices during recent years also impacted our operating cash flows until June 2020.

Consolidated net cash flow from operating activities decreased to ($141.9) million for the year ended December 31, 2021, from $354.9 million for the year ended December 31, 2020. There was a $325.5 million decrease in income from operations (before depreciation, amortization, write-downs, asset retirement obligation gain, and gain on commencement of sales-type lease) of our businesses. For a further discussion of changes in income from operations from our businesses, please read “Item 5 – Operating and Financial Review and Prospects: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Results of Operations". Other decreases in cash flow from operating activities include a $129.3 million decrease related to changes to non-cash working capital during 2021 (see "Item 18 – Financial Statements: Note 17 - Supplemental Cash Flow Information" for a breakdown of these changes related to Accounts Receivable, Prepaid Expenses & Other, Accounts Payable and Accrued Liabilities & Other), a $66.4 million decrease in direct financing lease payments received during 2021, which mainly related to a payment received by Teekay Parent in April 2020 as part of the bareboat charter with Britoil Limited (or BP) for the Petrojarl Foinaven FPSO and a $2.3 million decrease related to higher expenditures for dry docking compared to the corresponding period of 2020. These decreases to operating cash flows were partially offset by a $19.0 million decrease in net interest expense during 2021, including realized losses on interest rate swaps and by a decrease in asset retirement obligation expenditures of $16.0 million during 2021 compared to 2020 relating to the Petrojarl Banff FPSO unit, following the fulfillment of decommissioning obligations associated with the Banff field in early-2021.

Operating Cash Flows – Discontinued Operations

Net cash flow from operating activities decreased by $409.1 million to $220.0 million in 2021 from $629.1 million in 2020, primarily due to a decrease of $260.4 million in cash flows generated by receipts from the sale of the WilForce and WilPride sales-type leases in January 2020, a decrease of $91.4 million due to the timing of settlements of non-cash working capital related to Seapeak during 2021, a decrease of $33.8 million due to the termination of an interest rate swap agreement during 2021 and a decrease of $19.8 million due to additional off-hire related to scheduled drydockings and vessel upgrades on certain of Seapeak's LNG carriers during 2021. These decreases were partially offset by an increase of $15.7 million due to lower operational claims on certain of Seapeak's LNG carriers during 2021.
Financing Cash Flows - Continuing Operations
We use our credit facilities to partially finance capital expenditures. Occasionally, we will use revolving credit facilities to finance these expenditures until longer-term financing is obtained, at which time we typically use all or a portion of the proceeds from the longer-term financings to prepay outstanding amounts under the revolving credit facilities. We actively manage the maturity profile of our outstanding financing arrangements. Our net proceeds (payments) on long-term debt, which are the proceeds from the issuance of long-term debt, net of debt issuance costs and prepayments of long-term debt, were $86.2 million in 2021, compared to ($325.9) million in 2020. In addition, scheduled debt repayments decreased by $38.7 million in 2021 compared to 2020.

During 2021, net drawdowns on Teekay Tankers' working capital facility were $15.0 million compared to net repayments of $40.0 million in 2020.

During 2021, Teekay Tankers used $12.6 million of net cash to repurchase two Suezmax tankers and six Aframax tankers, previously under sale-leaseback arrangements, during the second and third quarters of 2021, partially offset by an increase in cash inflows resulting from the sale-leaseback transactions completed in September 2021 and November 2021 relating to these eight tankers, as well as a decrease in scheduled repayments on its finance lease obligations during 2021.
During 2021, Teekay Parent purchased 0.4 million Teekay Tankers’ Class A common shares through open market purchases for $4.7 million at an average price of $11.27 per share.
59

Financing Cash Flows – Discontinued Operations

Net cash flow used for financing activities decreased by $384.2 million to $242.0 million in 2021 from $626.2 million in 2020. The change was primarily due to: a $385.5 million decrease in debt prepayments (which includes the prepayment of debt collateralized by the WilForce and WilPride LNG carriers upon their sales in January 2020 and higher prepayments on revolving credit facilities in 2020), a $87.6 million increase in net proceeds from the issuance of long-term debt and $15.6 million of cash used to repurchase common units during 2020. These decreases in cash used for financing activities were partially offset by a $97.1 million increase in scheduled repayments of long-term debt primarily due to the scheduled maturity of one term loan and certain NOK-denominated bonds in 2021, partially offset by the scheduled maturity of certain NOK-denominated bonds in 2020 and a $5.6 million increase in cash distributions paid during 2021 as a result of increases in cash distributions on common units in May 2020 and May 2021.
Investing Cash Flows - Continuing Operations
During 2021, we incurred capital expenditures for vessels and equipment of $21.4 million, Teekay Tankers received proceeds of $58.1 million from the sale of four Aframax tankers and Teekay Tankers received a $1.5 million repayment of advances to its joint venture.

During 2020, we incurred capital expenditures for vessels and equipment of $16.0 million, primarily for capitalized vessel modifications. During 2020, Teekay Tankers received proceeds of $25.0 million from the sale of the non-US portion of its ship-to-ship support services business as well as its LNG terminal management business, and also received proceeds on the sale of three Suezmax tankers of $60.9 million. Teekay Tankers also received $4.7 million repayment of advances to its joint ventures.

Investing Cash Flows – Discontinued Operations

Net cash flow used for investing activities – discontinued operations increased by $29.5 million to $31.0 million in 2021, from $1.5 million in 2020, primarily due to a $31.5 million increase in cash expenditures for vessels and equipment primarily related to upgrades on certain of Seapeak's LNG carriers in 2021.
Liquidity
We separately manage the liquidity for Teekay Parent and Teekay Tankers. As such, the discussion of liquidity that follows is broken down into these two groups. In contrast, our cash management policy is followed by our consolidated group and has a primary objective of minimizing both the probability of loss and return volatility as well as ensuring securities purchased can be sold readily and efficiently. A further objective is ensuring an appropriate return.

Teekay Parent

Teekay Parent’s primary sources of liquidity are the proceeds from the sale of the Teekay Gas Business, and to a lesser extent, its existing cash and cash equivalents and cash flows provided by operations.

Teekay Parent’s total liquidity, including cash, cash equivalents and undrawn credit facilities, was $58.4 million as at December 31, 2021, compared to $160.1 million as at December 31, 2020. This decrease was the result of a $128.6 million decrease in the potential borrowings under the equity margin revolving credit facility due to termination of this facility in December 2021, partially offset by cash from operating activities. Liquidity of $58.4 million excludes the impact of the sale of the Teekay Gas Business, the redemption of the 2022 Notes and repurchases of the Convertible Notes in early 2022, all of which resulted in net cash proceeds of $301 million.

The following table summarizes Teekay Parent’s contractual obligations as at December 31, 2021, that relate to the 12-month period following such date and those in subsequent periods. Due to the capital-intensive industry in which we operate and our significant reliance on long-term borrowing, the timing of capital expenditure commitments and the timing of the repayment of debt obligations are important in understanding an assessment of our ability to generate and obtain adequate amounts of cash to meet our requirements. For at least the one-year period following December 31, 2021, we expect that Teekay Parent's existing liquidity and the cash generated from the sale of the Teekay Gas Business, combined with the cash flow from operations, will be sufficient to finance Teekay Parent’s liquidity needs for this period. In December 2020, Teekay Parent filed a continuous offering program (or COP) under which Teekay Parent may issue shares of its common stock, at market prices up to a maximum aggregate amount of $63.0 million. As of the date of this report, no shares of common stock have been issued under the COP and our assessment of liquidity for the 12-month period following December 31, 2021, assumes no shares of common stock will be issued. To the extent that Teekay Parent does receive any proceeds from the issuance of its common stock under the COP or otherwise, this will further increase Teekay Parent’s available liquidity.
(in millions of U.S. Dollars)Total20222023202420252026Beyond 2026
U.S. Dollar Denominated Obligations
Bond repayments (1)
355.6 243.4 112.2 — — — — 
Asset retirement obligations (2)
15.5 6.9 8.6 — — — — 
Total371.1 250.3 120.8 — — — — 
(1)In mid-December 2021, Teekay elected to redeem all of the 2022 Notes under the related indenture at 102.313 percent of the principal amount. The redemption was completed on January 14, 2022. In addition, on January 10, 2022, Teekay announced a cash tender offer for any and all of its outstanding Convertible Notes at 102.0 percent of the principal amount. The cash tender was completed in February 2022, with $85.0 million aggregate principal amount of the Convertible Notes, representing approximately 75.8% of the total outstanding as of December 31, 2021, validly tendered. In March 2022, Teekay repurchased an additional $3.8 million of the principal of the Convertible Notes. After the settlement in February 2022 and the repurchases in March 2022, approximately $23.4 million
60

aggregate principal amount of the Convertible Notes remain outstanding and are due in 2023. These repayments in the table above exclude the effect of the redemptions and repurchases made subsequent to December 31, 2021 of the 2022 Notes and the Convertible Notes.
(2)Teekay Parent recognized an ARO relating to the recycling of the Petrojarl Foinaven FPSO unit. Teekay Parent is entitled to receive $11.6 million from the charterer at the end of the bareboat charter which Teekay Parent expects will cover the majority of the cost of green recycling the FPSO unit. The extent to which this payment covers the costs of recycling the FPSO unit will depend on a number of factors when the recycling is completed, including among others, the nature and extent of prevailing European Union ship recycling regulations, the condition of the FPSO unit, and the availability of recycling facilities. The receivable is included in net investments in direct financing leases and sales-type leases, non-current on our consolidated balance sheet. In April 2021, the charterer of the Petrojarl Foinaven FPSO unit announced its decision to suspend production from the Foinaven oil fields and to permanently remove the Petrojarl Foinaven FPSO unit from the site. We expect the FPSO unit to be redelivered to us in August 2022, at which point we expect to receive the fixed lump sum payment from the charterer. During the year ended December 31, 2021, the undiscounted ARO liability relating to the Petrojarl Foinaven FPSO unit was increased by $3.9 million as a result of an increase in estimated costs to recycle the unit.

Teekay Tankers

Teekay Tankers' primary sources of liquidity are cash and cash equivalents, cash flows provided by its operations, its undrawn credit facilities, and capital raised through financing transactions. Teekay Tankers' cash management policies have primary objectives of minimizing both the probability of loss and return volatility as well as ensuring securities purchased can be sold readily and efficiently. A further objective is ensuring an appropriate return. The nature and extent of amounts that can be borrowed under Teekay Tankers' revolving credit facility and working capital loan are described in "Item 18 – Financial Statements: Note 8 – Long-Term Debt" and in "Item 18 – Financial Statements: Note 7 – Short-Term Debt" of this Annual Report.
With a current focus on building net asset value through balance sheet delevering and reducing its cost of capital, dividend payments are subject to the discretion of our Board of Directors.

Teekay Tankers' total consolidated liquidity, including cash, cash equivalents and undrawn credit facilities, decreased by $227.8 million during 2021, from $372.6 million at December 31, 2020, to $144.8 million at December 31, 2021. The decrease during 2021 was primarily a result of a $184.1 million payment made during 2021 to repurchase two Suezmax tankers and six Aframax tankers that were previously under sale-leaseback arrangements, $107.3 million of net operating cash outflow during 2021, a total of $93.4 million of scheduled reductions in the maximum capacity of Teekay Tankers' revolving credit facility during 2021, $35.1 million of scheduled repayments of long-term debt and obligations related to finance leases during 2021, and $21.4 million of capital upgrades for vessels and equipment during 2021, partially offset by a $140.2 million sale-leaseback transaction completed in 2021, $58.1 million received from the sale of four Aframax tankers during 2021 and a $13.4 million increase in the borrowing capacity of Teekay Tankers' working capital facility, the size of which will fluctuate from period to period based on changes in outstanding working capital balances.

Teekay Tankers anticipates that its liquidity at December 31, 2021, combined with cash it expects to generate for the 12 months following such date, as well as the liquidity generated from the sale of one tanker and the completion of the sale-leaseback of eight vessels during the first quarter of 2022, and the expected sale of two tankers during the second quarter of 2022, as described in "Item 18 - Financial Statements: Note 24 – Subsequent Events" of this Annual Report, will be sufficient to meet its cash requirements for at least one-year period following the date of this Annual Report. In coming to this determination, Teekay Tankers has assumed the low spot charter rates that Teekay Tankers' vessels earned during 2021 will continue through the first half of 2022, with a spot rate recovery anticipated to begin in the latter half of 2022. In addition, while Teekay Tankers' liquidity assessment assumes that the working capital loan will continually be extended past the maturity date, which currently is May 2022, should the lender give notice in writing that no further extensions shall occur, Teekay Tankers expects its liquidity will continue to be sufficient for at least the one-year period following the date of this Annual Report.

Teekay Tankers' term loan matures in August 2023 and its revolving credit facility matures in December 2024 and as noted in the table below, based on the amounts outstanding at December 31, 2021, Teekay Tankers will need to refinance $33.7 million in 2023 and $148.2 million in 2024 related to these two credit facilities. Teekay Tankers' ability to refinance these facilities will depend upon, among other things, the estimated market value of its vessels, its financial condition and the condition of credit markets at such time. In addition, at December 31, 2021 Teekay Tankers did not have any capital commitments related to the acquisition of new or second-hand vessels. However, approximately 30% of Teekay Tankers' fleet is currently aged 15 years and older and as such, it may need to begin the process of fleet renewal in the coming years. Teekay Tankers expects that any fleet renewal expenditures will rely upon unused revolving credit facilities and new financing arrangements, including bank borrowings, finance leases and potentially the issuance of debt and equity securities.

The following table summarizes Teekay Tankers' contractual obligations as at December 31, 2021.

(in millions of U.S. Dollars)Total20222023202420252026Beyond 2026
U.S. Dollar-Denominated Obligations
Scheduled repayments of revolving facility, term loan and other debt
167.6 40.8 73.7 53.1 — — — 
Repayments at maturity of revolving facility and term loan
181.9 — 33.7 148.2 — — — 
Scheduled repayments of obligations related to finance leases (1)
295.8 27.3 28.1 29.0 29.9 30.8 150.7 
Chartered-in vessels (operating leases) (2)(3)
81.2 24.8 18.2 6.8 6.8 6.8 17.8 
Total726.5 92.9 153.7 237.1 36.7 37.6 168.5 
(1)Excludes scheduled repayments of obligations related to the sale-leaseback financing transaction completed in March 2022.
(2)Includes one Aframax tanker expected to be delivered to Teekay Tankers in late-2022 under a seven-year time charter-in contract.
61

(3)Excludes payments required if Teekay Tankers exercises options to extend the terms of in-chartered leases signed as of December 31, 2021.

Other risks and uncertainties related to Teekay Tankers' liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as outlined in "Item 18 – Financial Statements: Note 21 – Income Tax Recovery (Expense)" of this Annual Report, which could have a significant financial impact on Teekay Tankers' business, which we cannot predict with certainty at this time. In addition, as at December 31, 2021, the High-Q joint venture had a loan outstanding with a financial institution with a balance of $28.1 million, and Teekay Tankers guarantees 50% of the outstanding loan balance. Finally, passage of any climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on Teekay Tankers' business, which it cannot predict with certainty at this time. Such regulatory measures could increase Teekay Tankers' costs related to operating and maintaining its vessels and require Teekay Tankers to install new emission controls, acquire allowances or pay taxes related to its greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. In addition, increased regulation of greenhouse gases may, in the long-term, lead to reduced demand for oil and reduced demand for Teekay Tankers' services.
CRITICAL ACCOUNTING ESTIMATES
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews our accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. For a further description of our material accounting policies, please read “Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies".
Revenue Recognition
Description. We recognize revenue from voyage charters serviced by our crude oil and product tankers on either a load-to-discharge or discharge-to-discharge basis. Voyage revenues are recognized ratably from the beginning of when product is loaded to when it is discharged if using a load-to-discharge basis, or from when product is discharged (unloaded) at the end of the prior voyage to when it is discharged after the current voyage, if using a discharge-to-discharge basis. However, we do not begin recognizing voyage revenue for any of our vessels until a charter has been agreed to by the customer and us, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Judgments and Uncertainties. Whether to use the load-to-discharge basis or the discharge-to-discharge basis depends on whether the customer directs the use of the vessel throughout the period of use, pursuant to the terms of the voyage charter. This is a matter of judgment. However, we believe that if the customer has the right to direct the vessel to different load and discharge ports, among other things, a voyage charter contract contains a lease, and the lease term begins on the later of the vessel’s last discharge or inception of the voyage charter contract. As such, in this case revenue is recognized on a discharge-to-discharge basis. Otherwise, it is recognized on a load-to-discharge basis. As at December 31, 2019, 2020 and 2021, revenue from voyages then in progress were recognized on a discharge-to-discharge basis.

Effect if Actual Results Differ from Assumptions. If our assessment of whether the customer directs the use of the vessel throughout the period of use is not consistent with actual results, then the period over which voyage revenue is recognized would be different and as such our revenues could be overstated or understated for any given period by the amount of such difference. If revenue from voyages in progress had been recognized on a load-to-discharge basis, our loss from operations related to continuing operations for the year ended December 31, 2021 would have increased by approximately $1.6 million.
Taxes
Description. The expenses we recognize relating to taxes are based on our income, statutory tax rates and our interpretations of the tax regulations in the various jurisdictions in which we operate. We review our tax positions quarterly and adjust the balances as new information becomes available.

Judgments and Uncertainties. We recognize the tax benefits of uncertain tax positions only if it is determined to be more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in evaluating uncertainties.

Effect if Actual Results Differ from Assumptions. If we determined that an uncertain tax position was sustained upon examination, and such amount was in excess of the net amount previously recognized, we would increase our net income or decrease our net loss in the period such determination was made. Likewise, if we determined that an uncertain tax position was not sustained upon examination, we would typically decrease our net income or increase our net loss in the period such determination was made. See “Item 18 – Financial Statements: Note 21 – Income Tax Recovery (Expense)”. As at December 31, 2021, the total amount of recognized uncertain freight tax liabilities, relating to continuing operations and discontinued operations, was $47.0 million and $26.4 million, respectively (December 31, 2020 - $51.6 million and $19.2 million, respectively). If the uncertainty about these freight tax liabilities is resolved in our favor, we would concurrently reverse these liabilities.
62

Vessel Lives and Depreciation
Description. The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation and impairment charges. We depreciate the original cost, less an estimated residual value, of our vessels on a straight-line basis over each vessel’s estimated useful life. The carrying values of our vessels may not represent their market value at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates, the cost of newbuildings, among other factors. Both charter rates and newbuilding costs tend to be cyclical in nature.

Judgments and Uncertainties. For the years ended December 31, 2021, 2020 and 2019, depreciation was calculated using an estimated useful life of 25 years for tankers carrying crude oil and refined product, relating to continuing operations and, 30 years for LPG carriers and 35 years for LNG carriers, relating to discontinued operations, commencing on the date the vessel is delivered from the shipyard, or a shorter period if regulations prevent us from operating the vessels for those periods of time. The estimated useful life of our vessels involves an element of judgment, which takes into account design life, commercial considerations and regulatory restrictions.

Effect if Actual Results Differ from Assumptions. The actual life of a vessel may be different than the estimated useful life, with a shorter actual useful life resulting in an increase in depreciation expense and potentially resulting in an impairment loss. A longer actual useful life will result in a decrease in depreciation expense. If we had depreciated our crude oil and product tankers, using an estimated life of 20 years instead of 25 years effective December 31, 2020, our depreciation expense for the year ended December 31, 2021 relating to continuing operations would have increased by approximately $55.9 million. Had we depreciated our LPG carriers and LNG carriers using an estimated useful life of 25 years instead of 30 years for LPG carriers and an estimated useful life of 30 years instead of 35 years for LNG carriers effective December 31, 2020, our depreciation expense for the year ended December 31, 2021 relating to discontinued operations would have increased by approximately $47.0 million.
Vessel Impairment
Vessel Lives and Impairment
Description. We review vessels and equipment for impairment whenever events or circumstances indicate the carrying value of an asset, including the carrying value of the charter contract, if any, under which the vessel is employed, may not be recoverable. This occurs when the asset’s carrying value is greater than the future undiscounted cash flows the asset is expected to generate over its remaining useful life. If the estimated future undiscounted cash flows of an asset exceed the asset’s carrying value, no impairment is recognized even though the fair value of the asset may be lower than its carrying value. If the estimated future undiscounted cash flows of an asset are less than the asset’s carrying value and the fair value of the asset is less than its carrying value, the asset is written down to its fair value. Fair value is determined based on appraised values or discounted cash flows. In cases where an active second-hand sale and purchase market exists, an appraised value is generally the amount we would expect to receive if we were to sell the vessel. The appraised values are provided by third parties where available or prepared by us based on second-hand sale and purchase market data. In cases where an active second-hand sale and purchase market does not exist, or in certain other cases, fair value is calculated as the net present value of estimated future cash flows, which, in certain circumstances, will approximate the estimated market value of the vessel. For a vessel under charter, the discounted cash flows from that vessel may exceed or be less than its market value, as market values may assume the vessel is not employed on an existing charter.

Judgments and Uncertainties. Our estimates of future undiscounted cash flows used to determine whether a vessel's carrying value is recoverable involves assumptions about future charter rates, vessel utilization, operating expenses, dry-docking expenditures, vessel residual values, redeployment assumptions for vessels on long-term charter, the probability of the vessels being sold and the remaining estimated life of our vessels. Our estimated charter rates are based on rates under existing vessel contracts and market rates at which we expect we can re-charter our vessels. For conventional tankers included in continuing operations, market rates for the first three years are based on prevailing market 3-year time-charter rates and thereafter, a 10-year historical average of actual spot charter rates earned by our vessels, adjusted to exclude years which management has determined are outliers. We consider as outliers those years that have been impacted by rare events or circumstances that have distorted the historical 10-year trailing average to such a degree that this average is not representative of what a reasonable outlook would be if we do not exclude such years. We have identified such events in the current 10-year historical period as at December 31, 2021, which has resulted in the exclusion of the years 2012, 2013 and 2021 from our averages. Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts primarily reflect expectations of lower utilization and higher fuel consumption for older vessels. For LNG carriers included in discontinued operations, such market rates are based on a 10-year historical industry average of spot charter rates taking into account the propulsion type and size of the vessel, except for LNG carriers with a steam turbine propulsion system in which case a five-year historical industry average is used due to this type of vessel being less efficient than newer vessels and management viewing the five-year historical average as more representative of the future outlook for this type of vessel. Our estimates of vessel utilization, including estimated off-hire time, are based on historical experience. Our estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs and our expectations of future inflation and operating requirements. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate. The probability of the vessel being sold is based on our current plans and expectations. The remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in the calculations of depreciation.

In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, ongoing operating costs and remaining vessel life. Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to factors such as potential regulatory changes, the volatility in vessel charter rates and vessel values. We believe that the assumptions used to estimate future cash flows of our vessels are reasonable at the time they are made. We can make no assurances, however, as to whether our estimates of future cash flows, particularly future vessel charter rates or vessel values, will be accurate.

63

Effect if Actual Results Differ from Assumptions. If we conclude that a vessel or equipment is impaired, we recognize a loss in an amount equal to the excess of the carrying value of the asset over its fair value at the date of impairment. The written-down amount becomes the new lower cost basis and will result in a lower annual depreciation expense in periods subsequent to the vessel impairment. Consequently, any changes in our estimates of future undiscounted cash flows may result in a different conclusion as to whether a vessel or equipment is impaired, leading to a different impairment amount, including no impairment, and a different future annual depreciation expense.

Consistent with our methodology and disclosures in prior years, the following table presents, by type of vessel, the aggregate market values and carrying values of certain of our vessels that we have determined have a market value that may be less than their carrying values as of December 31, 2021. While the market values of these vessels may be below their carrying values, no impairment has been recognized on any of these vessels during the fourth quarter of 2021 as the estimated future undiscounted cash flows relating to such vessels are greater than their carrying values and GAAP does not allow an impairment to be recognized under this circumstance.

We would consider the vessels reflected in the following table to be at a higher risk of impairment compared to other vessels in our fleet. This table is disaggregated for vessels which have estimated future undiscounted cash flows that are marginally or significantly greater than their respective carrying values. The recognition of an impairment in the future may be more likely for those vessels that have estimated future undiscounted cash marginally greater than their respective carrying values. Vessels with estimated future cash flows significantly greater than their respective carrying values would not likely be impaired in the next 12 months unless they are disposed of. In deciding whether to dispose of a vessel, we determine whether it is economically preferable to sell the vessel or continue to operate it. This assessment includes an estimate of the net proceeds expected to be received if the vessel is sold in its existing condition compared to the present value of the vessel’s estimated future revenue, net of operating costs. Such estimates are based on the terms of the existing charter, charter market outlook, estimated future vessel values, and estimated operating costs, given a vessel’s type, condition and age. In addition, we typically do not dispose of a vessel that is servicing a customer contract.
Type of Vessel
(in thousands of U.S. dollars, except number of vessels)
Number of
Vessels
Market Values (1)
Carrying Values
Continuing Operations
Conventional Tankers (2)
10 206,900 329,150 
Conventional Tankers (3)
25 626,000 810,634 
35 832,900 1,139,784 
Discontinued Operations
Liquefied Natural Gas Carriers (2)
169,000 417,000 
Liquefied Natural Gas Carrier (4)
168,000 172,000 
337,000 589,000 
Total41 1,169,900 1,728,784 

(1)Market values are determined in reference to second-hand market comparables. Since vessel values can be volatile, our estimates of market value shown above may not be indicative of either the current or future prices we could obtain if we sold any of the vessels.
(2)Undiscounted cash flows for these vessels are marginally greater than their carrying values.
(3)Undiscounted cash flows for these vessels are significantly greater than their carrying values.
(4)Undiscounted cash flows for this vessel are significantly greater than its carrying value and the fixed charter contract expires within 12 months from December 31, 2021.
Our estimates of future cash flows are more sensitive to changes in certain assumptions, such as future charter rates. For example, for those ten vessels in the table above included in continuing operations where the undiscounted cash flows are marginally greater than the carrying values, if at December 31, 2021, the 3-year time-charter rates were reduced by either 5% or 10%, none of those ten vessels would have been impaired. If at December 31, 2021, the 10-year historical average of actual spot charter rates earned by our vessels, adjusted to exclude years which management has determined as outliers, was reduced by either 5% or 10%, none or six, respectively, of the ten vessels would have been impaired, resulting in an impairment of $nil or $85.2 million, respectively. For those 25 vessels in the table above included in continuing operations where the undiscounted cash flows are significantly greater than the carrying values, even if, at December 31, 2021, the 3-year time-charter rates or the 10-year historical average of actual spot charter rates earned by our vessels, adjusted to exclude years which management has determined as outliers, was reduced by 5% or 10%, none of those 25 vessels would have been impaired. For six of the vessels in the table above included in discontinued operations, if, at December 31, 2021, the estimates of future charter rates beyond the firm period of existing contracts were reduced by 10%, two of these vessels would be subject to an aggregate impairment of $83.0 million relating to discontinued operations.
Credit Losses
In June 2016, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update 2016-13, Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (or ASU 2016-13). ASU 2016-13 introduced a new credit loss methodology, which requires earlier recognition of credit losses, while providing additional transparency about credit risk. This new credit loss methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are subsequently adjusted each period for changes in expected lifetime credit losses. This methodology replaced multiple impairment methods under previous GAAP for these types of assets, which generally required that a loss be incurred before it was recognized. The Company adopted ASU 2016-13 on January 1, 2020. A substantial majority of our exposure to potential credit losses related to Seapeak's direct financing and sales-type leases, including those within its equity-accounted joint ventures.
64


Judgments and Uncertainties. ASU 2016-13 gives entities the flexibility to select an appropriate method to measure the estimate of expected credit losses. That is, entities are permitted to use estimation techniques that are practical and relevant to their circumstances, as long as they are applied consistently over time and aim to faithfully estimate expected credit losses. We have determined the credit loss provision related to the lease receivable component of the net investment in direct financing and sales-type leases using an internal historical loss rate method. We concluded that using a loss rate method which is primarily based on internal historical data is inherently more representative than primarily using external data, which may include all industries, or all oil and gas or all marine transportation, which are not as comparable. In addition, a substantial majority of our customers are private single-purpose entities or subsidiaries or joint ventures of larger listed-entities that do not publish financial information nor do they have published credit ratings determined by credit rating agencies. In the limited circumstances where relevant and reliable external data is available and where judged to be appropriate, we have considered such data in making adjustments to our internally derived loss rate. Judgment is required to determine the applicability and reliability of the external data used. The credit loss provision for the residual value component is based on the current estimated fair value of the vessel as depreciated to the end of the charter contract as compared to the expected carrying value, with such potential gain or loss on maturity being included in the credit loss provision in increasing magnitude on a straight-line basis the closer the contract is to its maturity. Given the volatility in vessel values, the selection of the method to estimate the credit loss provision for the residual value component involves judgment.

We believe that the assumptions used to estimate our expected credit losses are reasonable at the time they are made. We can make no assurances, however, as to whether our estimates will be accurate.
In addition to the judgment used in selecting the methods to measure the credit loss provision, there is also judgment used in applying the methods. We have used judgment in determining whether or not the risk characteristics of a specific direct financing lease or sales-type lease at the measurement date are consistent with those used to measure the internal historical loss rate, and to determine whether we expect current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. In addition, judgment has been used to determine the internal historical loss rate, as it is based in part on estimates of the occurrence or non-occurrence of future events which will dictate the amount of recoveries earned or additional losses incurred associated with known losses incurred to date. Judgment has also been used to determine the adjustment required to the internal historical loss rate, in those circumstances where relevant and reliable external data was identified. Furthermore, the current estimated fair value of the vessels used in our estimate of expected credit losses for direct financing and sales-type leases has been determined based on second-hand market comparable values. Judgment is used when vessels sold are different in age, size and technical specifications compared to our vessels. Since vessel values can be volatile, our estimates may not be indicative of either the current or future prices we could obtain if we sold any of the vessels.
Effect if Actual Results Differ from Assumptions. To the extent the methods, and judgments used in applying these methods, that we use to measure our estimate of expected credit losses results in a credit loss provision that is different from actual results, our credit loss provision at the end of each period and the change in the credit loss provision in each period will be different than what would have otherwise been. More specifically, if the judgments used in determining unadjusted historical loss rate for our direct financing and sales-type leases results were changed and such changes resulted in a 5% increase (decrease) to our unadjusted historical loss rate, 2021 net income before non-controlling interest (related to discontinued operations) and total equity would have both decreased (increased) $1.8 million. In addition, if we had increased (decreased) our estimates of the residual value of the vessels by 5%, our 2021 net income before non-controlling interest (related to discontinued operations) and total equity would have both increased (decreased) by $10.9 million.
Valuation of Derivative Financial Instruments
Description. Our risk management policies permit the use of derivative financial instruments to manage foreign currency fluctuation, interest rate, bunker fuel price and spot tanker market rate risk. Changes in fair value of derivative financial instruments that are not designated as cash flow hedges for accounting purposes are recognized in earnings, for both continuing and discontinued operations. Changes in fair value of derivative financial instruments that are designated as cash flow hedges for accounting purposes are recorded in other comprehensive income and are reclassified to earnings, for discontinued operations, when the hedged transaction is reflected in earnings. During the life of the hedge, we formally assess whether each derivative designated as a hedging instrument continues to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If we determine that a hedge has ceased to be highly effective, we will discontinue hedge accounting prospectively.

Judgments and Uncertainties. A substantial majority of the fair value of our derivative instruments and the change in fair value of our derivative instruments from period to period result from our use of interest rate and cross currency swap agreements. The fair value of our derivative instruments is the estimated amount that we would receive or pay to terminate the agreements in an arm’s length transaction under normal business conditions at the reporting date, taking into account current interest rates, foreign exchange rates and the current credit worthiness of us and the swap counterparties. The estimated amount for interest rate and cross currency swaps is the present value of estimated future cash flows, being equal to the difference between the benchmark interest rate and the fixed rate in the interest rate and cross currency swap agreement, multiplied by the notional principal amount of the interest rate and cross currency swap agreement at each interest reset date.

The fair value of our interest rate and cross currency swap agreements at the end of each period is most significantly impacted by the interest rate implied by the benchmark interest rate yield curve, including its relative steepness. Interest rates have experienced significant volatility in recent years in both the short and long-term. While the fair value of our interest rate swap agreements is typically more sensitive to changes in short-term rates, significant changes in the long-term benchmark interest rate and foreign currency exchange rates also materially impact our interest rate and cross currency swap agreements.

The fair value of our interest rate swap agreements is also impacted by changes in our specific credit risk included in the discount factor. We discount our interest rate swap agreements with reference to the credit default swap spreads of similarly rated global industrial companies and by considering any underlying collateral. The process of determining credit worthiness requires significant judgment in determining which source of credit risk information most closely matches our risk profile.

The benchmark interest rate yield curve and our specific credit risk are expected to vary over the life of the interest rate and cross currency swap agreements. The larger the notional amount of the interest rate and cross currency swap agreements outstanding and the longer the remaining
65

duration of the interest rate and cross currency swap agreements, the larger the impact of any variability in these factors will be on the fair value of our interest rate and cross currency swaps. We economically hedge the interest rate exposure on a significant amount of our long-term debt and for long durations. As such, we have historically experienced, and we expect to continue to experience, material variations in the period-to-period fair value of our derivative instruments.

Effect if Actual Results Differ from Assumptions. We no longer have any material derivative positions after the sale of Seapeak in January 2022. Although we measured the fair value of our derivative instruments utilizing the inputs and assumptions described above, if we had terminated the agreements at the reporting date, the amount we would have paid or received to terminate the derivative instruments may have differed from our estimate of fair value. If the estimated fair value differed from the actual termination amount, an adjustment to the carrying amount of the applicable derivative asset or liability would have been recognized in earnings for 2021. Such adjustments could be material. See “Item 18 – Financial Statements: Note 15 – Derivative Instruments and Hedging Activities” for the effects on the change in fair value of our derivative instruments on earnings from continuing operations.
Impairment of Investments in Equity-Accounted Joint Ventures
Description. We evaluate our investments in equity-accounted joint ventures for impairment when events or circumstances indicate that the estimated fair value of such investments may have experienced an other-than-temporary decline in value below its carrying value. If this is the case, the carrying value of the investment in equity-accounted joint venture is written down to its estimated fair value and the resulting impairment is recognized in our consolidated statement of income (loss).

Judgments and Uncertainties. The process of evaluating the potential impairment of investments in equity-accounted joint ventures requires significant judgment in determining whether the estimated value of an investment in an equity-accounted joint venture has declined below its carrying value and if so, whether this is an other-than-temporary decline in value. Such judgments include, among other things, estimates of future charter rates, operating expenses, vessel values and timing of vessels sales and deliveries and future growth prospects. In determining whether an impairment of an equity method investment is other-than-temporary, factors to consider include the length of time and extent to which the fair value of the investment is less than its carrying value; the financial condition and near-term prospects of the equity method investee, including recent operating losses or specific events that may negatively influence the future earnings potential of the investee; and the intent and ability of the holder to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value. As at December 31, 2021, we conducted an impairment test for Teekay Tankers' investment in the High-Q Joint Venture and determined that its estimated fair value had declined below its carrying value, and it was determined that such decline was other-than-temporary, and recorded a write-down to Teekay Tankers' investment in the High-Q Joint Venture of $11.6 million, which was included in the results of continuing operations. As at December 31, 2021, Seapeak conducted an impairment test for its investment in the MALT Joint Venture and determined that its estimated fair value had declined below its carrying value, although it was determined that such decline was not other-than-temporary. In addition, Seapeak conducted an impairment test for its investment in the Exmar LNG Joint Venture and determined that its estimated fair value had declined below its carrying value and it was determined that such decline was other-than-temporary. Therefore, Seapeak recorded a write-down to its investment in the Exmar LNG Joint Venture of $30.0 million, which was included in the results of discontinued operations.

Effect if Actual Results Differ from Assumptions. If we determine that an investment in an equity-accounted joint venture is impaired, we recognize a loss in an amount equal to the excess of the carrying value of the investment over its estimated fair value at the date of impairment. The written-down amount becomes the new lower cost basis of the investment. In addition, we may assign the impairment to individual assets held by the equity-accounted joint venture, such as vessels and equipment, and this would result in an increase in our proportionate share of comprehensive earnings of the joint venture in future periods due to lower depreciation expense of the vessels and equipment of the equity-accounted joint venture. Consequently, differences in conclusions about whether an investment in an equity-accounted joint venture is impaired and the amount of such impairment may result in a different impairment amount, including no impairment, and a different equity income (loss) in future periods. Had we determined that the decline in the estimated fair value of Teekay Tankers' investment in the High-Q Joint Venture below its carrying value was not other-than-temporary, a write-down of $11.6 million would not have been recognized for the year ended December 31, 2021, in relation to continuing operations. Had we determined that the decline in the estimated fair value of Seapeak's investment in the Exmar LNG Joint Venture below its carrying value was not other-than-temporary, a write-down of $30.0 million would not have been recognized for the year ended December 31, 2021, in relation to discontinued operations. Had we determined that the decline in the estimated fair value of Seapeak's investment in the MALT Joint Venture below its carrying value was other-than-temporary, a write-down of approximately $58 million would have been recognized for the year ended December 31, 2021, in relation to discontinued operations.

NON-GAAP FINANCIAL MEASURES

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA before foreign exchange gain (loss), other loss, (write-down) and gain (loss) on sale of assets, adjustments for direct financing and sales-type leases to a cash basis, amortization of in-process revenue contracts, credit loss provision adjustments, unrealized gains (losses) on derivative instruments, realized losses on interest rate swaps, realized losses on interest rate swap amendments and terminations, write-downs related to equity-accounted investments, and our share of the above items in non-consolidated joint ventures which are accounted for using the equity method of accounting. EBITDA and Adjusted EBITDA are used as supplemental financial performance measures by management and by external users of our financial statements, such as investors. EBITDA and Adjusted EBITDA assist our management and security holders by increasing the comparability of our fundamental performance from period to period and against the fundamental performance of other companies in our industry that provide EBITDA or Adjusted EBITDA-based information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest expense, taxes, depreciation or amortization (or other items in determining Adjusted EBITDA), which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA and Adjusted EBITDA benefits security holders in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength and health in order to assess whether to continue to hold our equity, or debt securities, as applicable.

66

Neither EBITDA nor Adjusted EBITDA should be considered as an alternative to net income, operating income or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies.

The following table reconciles our consolidated EBITDA and Adjusted EBITDA to net (loss) income from continuing and discontinued operations.

 Year Ended December 31,
 
2021 (1)
2020 (1)
2019 (1)
Income Statement Data:(in thousands of U.S. Dollars)
Reconciliation of EBITDA and Adjusted EBITDA to Net (loss) income
Net (loss) income
$(3,368)$90,982 $(148,986)
Income tax expense1,793 8,988 25,482 
Depreciation and amortization236,894 261,131 290,672 
Interest expense, net of interest income184,859 217,305 271,255 
EBITDA420,178 578,406 438,423 
Foreign exchange (gain) loss (2)
(4,930)20,718 13,574 
Other loss16,342 18,062 14,475 
Write-down and (gain) loss on sale of assets
92,368 200,238 170,310 
Asset retirement obligation extinguishment gain(32,950)— — 
Gain on commencement of sales-type lease— (44,943)— 
Sales type lease payments received in excess of revenue recognized14,778 13,164 21,636 
Amortization of in-process revenue contracts and other— (1,402)(4,131)
Realized and unrealized (gains) losses on non-designated derivative instruments
(8,991)35,857 13,719 
Realized (losses) gains from settlements of non-designated derivative instruments
(604)(864)1,532 
Equity (income) loss
(101,292)(77,333)14,523 
Adjustments related to equity (loss) income (3)
326,361 344,223 267,852 
Adjusted EBITDA721,260 1,086,126 951,913 
(1)Includes amounts presented in (loss) from continuing operations and income from discontinued operations on the consolidated statements of (loss) income.
(2)Foreign currency exchange (gain) loss includes an unrealized gain of $4.7 million in 2021 (2020 – gain of $26.8 million and 2019 - loss of $13.2 million) on cross currency swaps.
(3)Adjustments related to equity (loss) income is a non-GAAP financial measure and should not be considered as an alternative to equity income or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjustments related to equity (loss) income exclude some, but not all, items that affect equity (loss) income, and these measures may vary among other companies. Therefore, adjustments related to equity (loss) income as presented in this Annual Report may not be comparable to similarly titled measures of other companies. Adjustments related to equity (loss) income includes depreciation and amortization, net interest expense, income tax expense, amortization of in-process revenue contracts, adjustments for direct financing and sales-type lease to a cash basis, (gain) on sales and write-down of vessels, realized and unrealized (gain) loss on derivative instruments and other items and write-down and loss on sale of equity-accounted investments, in each case related to our equity-accounted entities, on the basis of our ownership percentages of such entities. Adjustments related to equity (loss) income are as follows:

 Year Ended December 31,
 202120202019
(in thousands of U.S. Dollars)
Equity income (loss)
101,292 77,333 (14,523)
Depreciation and amortization52,770 53,065 68,921 
Interest expense, net of interest income98,607 112,259 99,567 
Income tax expense1,479 1,504 1,757 
Amortization of in-process revenue contracts and other(3,792)(3,792)(3,793)
Adjustments for direct financing and sales-type lease to a cash basis
41,878 38,118 24,574 
(Gain) on sale and write-down of vessels
(599)17,000 — 
Other items including realized and unrealized (gain) loss on derivative instruments
(6,857)48,736 18,746 
Write-down and loss on sale of equity-accounted investments
41,583 — 72,603 
Adjustments related to equity (loss) income
326,361 344,223 267,852 
Item 6.Directors, Senior Management and Employees
67

Directors and Senior Management
Our directors and executive officers as of the date of this Annual Report and their ages as of December 31, 2021 are listed below:
NameAgePosition
David Schellenberg58
Chair (1)(2)(3)
Peter Antturi63Director
Rudolph Krediet44
Director (3)
Heidi Locke Simon54
Director (2)(4)(5)
Alan Semple62
Director (6)
Kenneth Hvid53
Director (5), President and Chief Executive Officer
Vincent Lok53Executive Vice President and Chief Financial Officer
Kevin Mackay53President and Chief Executive Officer, Teekay Tankers Ltd.

(1)Chair of Nominating and Governance Committee.
(2)Member of Audit Committee.
(3)Member of Compensation and Human Resources Committee.
(4)Chair of Compensation and Human Resources Committee.
(5)Member of Nominating and Governance Committee.
(6)Chair of Audit Committee.

Certain biographical information about each of these individuals included in the table above is set forth below:

David Schellenberg joined the board of Teekay Corporation in 2017 and was appointed as its Chair in June 2019. Mr. Schellenberg has served on the board of Teekay Tankers Ltd. since June 2019 and served on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from May 2019 until Stonepeak's acquisition of Seapeak in January 2022. He is a member of the Audit Committees of both Teekay Corporation and Teekay Tankers Ltd. Mr. Schellenberg brings over 25 years of financial and operating leadership experience to these roles. He is currently a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr. Schellenberg was with specialty aviation and aerospace businesses, Conair Group and its subsidiary Cascade Aerospace, from 2000 to 2013 and served as President and Chief Executive Officer from 2007 to 2013. Mr. Schellenberg also acted as a Managing Director in the Corporate Office of the Jim Pattison Group, Canada’s second largest private company, from 1991 to 2000. Mr. Schellenberg is a member of the Young Presidents’ Organization, holds an MBA and is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA).

Peter Antturi joined the board of Teekay Corporation in June 2019 and brings over 30 years of financial and operational experience in the shipping industry to this role. He also joined the board of Teekay Tankers Ltd. in June 2021. Mr. Antturi serves as an executive officer and director of Teekay Corporation’s largest shareholder, Resolute Investments, Ltd. (Resolute), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr. Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, as Senior Vice President, Chief Financial Officer and Controller and in other finance and accounting positions. Prior to joining Teekay, Mr. Antturi held various accounting and finance roles in the shipping industry since 1985.

Rudolph Krediet joined the board of Teekay Corporation in 2017 and brings over 20 years of experience as a financial investment professional to this role. He has served as a partner at Anholt Services (USA), Inc., a wholly-owned subsidiary of Kattegat Trust, which oversees the trust’s globally diversified investment portfolio, since 2013. Mr. Krediet acted as Principal at Compass Group Management LLC, the manager of Compass Diversified Holdings, a publicly traded investment holding company, from 2010 to 2013, and as Vice President from 2006 to 2009. He acted as Vice President at CPM Roskamp Champion, a global leader in the design of manufacturing of oil seed processing equipment, from 2003 to 2004. Mr. Krediet has an MBA from the Darden Graduate School of Business at the University of Virginia.

Heidi Locke Simon joined the board of Teekay Corporation in 2017 and brings over 25 years of strategic management experience to this role. She also served on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from June 2021 until Stonepeak's acquisition of Seapeak in January 2022. She was formerly a partner at Bain & Company, a global management consulting organization, where she worked from 1993 to 2012. Prior to this, Ms. Locke Simon was an Investment Banking Analyst at Goldman, Sachs & Co. She also served as a Board Observer with Teekay Corporation from 2016 to 2017 and as a director of KQED Public Media from 2008 to 2014. Ms. Locke Simon has served as Board Chair of Reflex Protect, Inc. since 2021, and she has served as a director of Turning Green since 2004. Ms. Locke Simon holds an MBA from Harvard Business School.

Alan Semple has served as a director of Teekay Corporation since 2015 and currently serves as the Chair of the Audit Committee of Teekay Corporation. He previously served on the board of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC) and as the Chair of the Audit Committee, from May 2019 until Stonepeak's acquisition of Seapeak in January 2022. Mr. Semple brings over 30 years of finance experience, primarily in the energy industry, to these roles. He was formerly a director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in 2015. Prior to this, Mr. Semple held a number of senior finance roles in Wood Group from 1996. Mr. Semple currently serves on the board of Cactus, Inc. (NYSE: WHD) where he is the Chair of the Audit Committee. He also served as a director and Chair of the Audit Committee of Cobham PLC (LSE: COB) until 2018.

68

Kenneth Hvid has served as Teekay’s President and Chief Executive Officer since 2017 and joined the board of Teekay Corporation in June 2019. He has served as a director of Teekay Tankers Ltd. since 2017 and was appointed as its Chair in June 2019. He has also served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC) from September 2018 to January 2022 and from 2011 to 2015, and was appointed as its Chair in May 2019. Mr. Hvid joined Teekay Corporation in 2000 and was promoted to Senior Vice President, Teekay Gas Services, in 2004 and to President of the Teekay Navion Shuttle Tankers and Offshore division in 2006. He served as Teekay Corporation’s Chief Strategy Officer and Executive Vice President from 2011 to 2015. He also served as a director of Altera Infrastructure GP L.L.C. (formerly known as Teekay Offshore GP L.L.C.) from 2011 to June 2020, and as President and Chief Executive Officer of Teekay Offshore Group Ltd. from 2015 to 2016. Mr. Hvid has 30 years of global shipping experience, 12 of which were spent with A.P. Moller in Copenhagen, San Francisco and Hong Kong. In 2007, Mr. Hvid joined the board of Gard P. & I. (Bermuda) Ltd.

Vincent Lok has served as Teekay’s Executive Vice President and Chief Financial Officer since 2007. He has held a number of financial positions since joining Teekay in 1993, including Controller from 1997 until his promotions to the positions of Vice President, Finance in 2002, Senior Vice President and Treasurer in 2004, and Senior Vice President and Chief Financial Officer in 2006. Mr. Lok served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2015 to 2018 and also served as the Chief Financial Officer of Teekay Tankers Ltd. from 2007 until 2017. Prior to joining Teekay, Mr. Lok worked in the audit practice of Deloitte & Touche LLP. Mr. Lok is a Chartered Professional Accountant (CPA, CA) and a Chartered Financial Analyst (CFA) charter holder.

Kevin Mackay was appointed as President and Chief Executive Officer of Teekay Tankers Ltd., a controlled subsidiary of Teekay Corporation, in 2014. Mr. Mackay joined Teekay Tankers Ltd. from Phillips 66, where he headed the global marine business unit, and held a similar role as the General Manager, Commercial Marine, at ConocoPhillips from 2009 to 2012 before the formation of Phillips 66. Mr. Mackay started his career working for Neptune Orient Lines in Singapore from 1991 to 1995. He then joined AET Inc. Limited (formerly American Eagle Tankers Inc.) in Houston, becoming the Regional Director – Americas, Senior Vice President. Mr. Mackay holds a B.Sc. (Econ) Honours from the London School of Economics & Political Science and has extensive international experience.

Compensation of Directors and Senior Management

Director Compensation

The aggregate cash fees received by the five non-employee directors listed above under Directors and Senior Management for their service as directors, plus reimbursement of their out-of-pocket expenses, was approximately $0.7 million. The Chair of the Board receives an annual cash retainer of $215,000. Each non-employee director, other than the Chair of the Board, receives an annual cash retainer of $90,000. Members of the Audit Committee, Compensation and Human Resources Committee, and Nominating and Governance Committee each receive an annual cash fee of $10,000. The Chairs of the Audit Committee, Compensation and Human Resources Committee, and Nominating and Governance Committee each receive an annual cash fee of $20,000, $17,500 and $15,000, respectively. The Chair of the Board does not receive an additional cash retainer for being a member of the Audit Committee or the Compensation and Human Resources Committee or serving as the Chair of the Nominating and Governance Committee.

Each non-employee director, other than the Chair of the Board, also receives a $110,000 annual retainer to be paid by way of a grant of, at the director’s election, restricted stock or stock options under our 2013 Equity Incentive Plan (or the 2013 Plan). Pursuant to this annual retainer, during 2021, we granted 111,392 shares of restricted stock in June 2021.

The Chair of the Board also receives a $150,000 annual retainer to be paid by way of a grant of, at the Chair’s election, restricted stock or stock options under our 2013 Equity Incentive Plan. Pursuant to this annual retainer, during 2021, we granted 37,974 shares of restricted stock to David Schellenberg.

The restricted stock awards described in this section vest on their respective grant dates.
Annual Executive Compensation
The aggregate compensation earned in 2021, excluding equity-based compensation described below, by Teekay’s three executive officers listed above under Directors and Senior Management (or the Executive Officers) and three former executive officers who served during 2021, was $7.3 million. This is comprised of base salary ($3.0 million), annual bonus ($3.2 million) and pension and other benefits ($1.1 million). These amounts were paid primarily in Canadian Dollars, but are reported here in U.S. Dollars using an average exchange rate of 1.25 Canadian Dollars for each U.S. Dollar for 2021. Teekay’s annual bonus plan considers both company performance and team performance.
Long-Term Incentive Program
Teekay’s long-term incentive program focuses on the returns realized by our shareholders and is intended to acknowledge and retain those executives who can influence our long-term performance. The long-term incentive plan provides a balance against short-term decisions and encourages a longer time horizon for decisions. This program consists of grants of stock option and restricted stock units. All grants in 2021 were made under our 2013 Plan.

In January 2021, the Board granted 437,870 performance share units of Teekay LNG Partners to certain of the Executive Officers in lieu of a portion of annual restricted stock units typically granted under Teekay's 2013 Equity Incentive Plan, Teekay Tanker Ltd. 2007 Long-Term Incentive Plan and Teekay LNG Partners L.P. 2005 Long-Term Incentive Plan. The performance share units would vest in three equal annual tranches commencing on June 2, 2022, but could vest on an accelerated basis upon the closing of the Merger of Seapeak. In all cases the performance share units would be settled in cash, with the value based on the merger consideration per Seapeak common unit in the Merger or as otherwise designated in the award. All performance share units vested and were paid out upon the Merger in January 2022.

69

During June 2021, the Board also granted 111,050 restricted stock units to Teekay's Executive Officers under our 2013 Plan. One-third of the restricted stock units vest on each of the first three anniversaries of their grant dates.
Options to Purchase Securities from Registrant or Subsidiaries
In March 2013, we adopted the 2013 Plan and suspended the 1995 Stock Option Plan and the 2003 Equity Incentive Plan (collectively referred to as the Plans). As at December 31, 2021, we had reserved pursuant to our 2013 Plan 5,158,441 shares (December 31, 2020 – 5,581,663) of common stock.

During 2019, we granted options under the 2013 Plan to acquire up to 2,620,582 shares of Common Stock, respectively, to eligible officers, employees and directors. There were no granted options in 2021 and 2020, only restricted stock units were granted under the Plan. Each option under the Plans has a 10-year term and vests equally over three years from the grant date. The outstanding options under the Plans as at December 31, 2021 are exercisable at prices ranging from $3.98 to $56.76 per share, with a weighted-average exercise price of $9.90 per share and expire between March 6, 2022 and June 10, 2029.

Starting in 2013, employees who provide services to our publicly-traded subsidiary, Teekay Tankers, received a proportion of their annual equity compensation award under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan, depending on their level of contribution towards the applicable subsidiary. These awards generally took the form of restricted stock units (or RSUs), but Teekay Tankers also granted stock options starting in 2014 to certain senior employees. The RSUs vest and become payable with respect to one-third of the shares on each of the first three years following the grant date and accrue distributions or dividends from the date of the grant to the date of vesting. Stock options vest one-third on each of the first three years and expire ten years after the date of their grant.
Board Practices
Our Board of Directors currently consists of six members as listed above under Directors and Senior Management. The Board of Directors is divided into three classes, with members of each class elected to hold office for a term of three years in accordance with the classification indicated below or until his or her successor is elected and qualified.

Directors Kenneth Hvid and Alan Semple were elected at the 2021 annual meeting. Directors Peter Antturi and David Schellenberg have terms expiring in 2022, and Messrs. Antturi and Schellenberg intend to stand for re-election at the 2022 annual meeting. David Schellenberg currently serves as Chair of the Board. Directors Heidi Locke Simon and Rudolph Krediet each have terms expiring in 2023.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

The Board of Directors has determined that each of the current members of the Board, other than Kenneth Hvid, Teekay’s President and Chief Executive Officer, has no material relationship with Teekay (either directly or as a partner, shareholder or officer of an organization that has a relationship with Teekay), and is independent within the meaning of our director independence standards, which reflect the New York Stock Exchange (or NYSE) director independence standards as currently in effect and as they may be changed from time to time. In making this determination, the Board considered the relationships of Rudolph Krediet, Heidi Locke Simon and Peter Antturi with our largest shareholder or its affiliates and concluded these relationships do not materially affect their independence as directors. Please read “Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions".

The Board of Directors has adopted Corporate Governance Guidelines that address, among other things, director qualification standards, director functions and responsibilities, director access to management, director compensation and management succession. This document is available under “Investors – Teekay Corporation – Governance” from the home page of our web site at www.teekay.com.

The NYSE does not require a company like ours, which is a “foreign private issuer”, to have a majority of independent directors on the Board of Directors or to establish compensation or nominating/corporate governance committees composed of independent directors.

The Board of Directors has the following three committees: Audit Committee, Compensation and Human Resources Committee, and Nominating and Governance Committee. The membership of these committees during 2021 and the function of each of the committees are described below. Each of the committees is currently comprised of independent members, other than Mr. Hvid’s membership on the Nominating and Governance Committee, and operates under a written charter adopted by the Board. All of the committee charters are available under “Investors – Teekay Corporation – Governance” from the home page of our website at www.teekay.com. During 2021, the Board held eight meetings. Each director attended all Board meetings. The members of the Audit Committee, Compensation and Human Resources Committee and Nominating and Governance Committee attended all meetings.

Our Audit Committee is composed entirely of directors who satisfy applicable NYSE and SEC audit committee independence standards. Our Audit Committee is currently comprised of Alan Semple (Chair), Heidi Locke Simon and David Schellenberg. All members of the committee are financially literate and the Board has determined that Mr. Semple qualifies as an audit committee financial expert.

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:

the integrity of our consolidated financial statements;
our compliance with legal and regulatory requirements;
the independent auditors’ qualifications and independence; and
the performance of our internal audit function and independent auditors.

70

Our Compensation and Human Resources Committee is composed entirely of directors who satisfy applicable NYSE compensation committee independence standards. This committee is currently comprised of Heidi Locke Simon (Chair), Rudolph Krediet and David Schellenberg.

The Compensation and Human Resources Committee:

reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of these goals and objectives, and determines the Chief Executive Officer’s compensation;
reviews and approves the evaluation process and compensation structure for executive officers, other than the Chief Executive Officer, evaluates their performance and sets their compensation based on this evaluation;
reviews and makes recommendations to the Board regarding compensation for directors;
establishes and oversees long-term incentive compensation and equity-based plans; and
oversees our other compensation plans, policies and programs.

Our Nominating and Governance Committee is currently comprised of David Schellenberg (Chair), Kenneth Hvid and Heidi Locke Simon.

The Nominating and Governance Committee:

identifies individuals qualified to become Board members and recommends to the Board of Directors nominees for election as directors;
maintains oversight of the operation and effectiveness of the Board and our corporate governance;
develops, updates and recommends to the Board corporate governance principles and policies applicable to us, and monitors compliance with these principles and policies; and
oversees the evaluation of the Board and its committees.
The Board's Role in Oversight of Environmental, Social and Corporate Governance
Our Corporate Governance Guidelines outline the Board’s role in oversight of our health, safety and environmental performance and our performance on sustainability and diversity efforts. In addition, the Board is responsible for evaluating and overseeing compliance with our policies, practices and contributions made in fulfillment of our social responsibilities and commitment to sustainability.
Crewing and Staff
As at December 31, 2021, we employed approximately 4,150 seagoing staff serving on our consolidated and equity-accounted vessels managed by us, and approximately 645 shore-based personnel, compared to approximately 4,710 seagoing and 640 shore-based personnel as at December 31, 2020, and approximately 5,050 seagoing and 650 shore-based personnel as at December 31, 2019.

We regard attracting and retaining motivated seagoing personnel as a top priority. Through our global manning organization comprised of offices in Manila, Philippines; Mumbai, India; and Sydney, Australia, we offer seafarers what we believe are competitive employment packages and comprehensive benefits. We also intend to provide opportunities for personal and career development, which relate to our philosophy of promoting internally.

We are a party to a collective bargaining agreement with the Philippine Seafarers’ Union, an affiliate of the International Transport Workers’ Federation (or ITF), and an agreement with ITF London that cover substantially all of our junior officers and seafarers that operate our Bahamian-flagged vessels. We are also party to collective bargaining agreements with various Australian maritime unions that cover officers and seafarers employed through our Australian operations. Our officers and seafarers for our Spanish-flagged vessels are covered by a collective bargaining agreement with Spain’s Union General de Trabajadores and Comisiones Obreras. We believe our relationships with these labor unions are good, with long-term collective bargaining agreements that demonstrate commitment from both parties.

Our commitment to training is fundamental to the development of the highest caliber seafarers for our marine operations. Our cadet training program is designed to balance academic learning with hands-on training at sea. We have relationships with training institutions in Canada, Croatia, India, Philippines, Turkey and the United Kingdom. After receiving formal instruction at one of these institutions, the cadets’ training continues on-board a Teekay vessel. We also have an accredited Teekay-specific competence management system that is designed to ensure a continuous flow of qualified officers who are trained on our vessels and are familiar with our operational standards, systems and policies. We believe that high-quality manning and training policies will play an increasingly important role in distinguishing larger independent tanker companies that have in-house, or affiliate, capabilities from smaller companies that must rely on outside ship managers and crewing agents.
Share Ownership
The following table sets forth certain information regarding beneficial ownership, as of December 31, 2021, of our common stock by the five directors and three Executive Officers as a group, described above under Directors and Senior Management as at the date of this Annual Report. The information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power over or (b) has the right to acquire as of March 1, 2022 (60 days after December 31, 2021) through the exercise of any common stock option or other right. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. Information for certain holders is based on information delivered to us.
71

Identity of Person or GroupShares OwnedPercent of Class
All directors and executive officers as a group (8 persons) (1)(2)
2,924,791
2.9% (3)
 ____________________________
(1)Includes 2,080,147 shares of common stock subject to stock options exercisable as of March 1, 2022 under our equity incentive plans with a weighted-average exercise price of $7.61 that expire between March 6, 2022 and June 10, 2029. Excludes 370,584 shares of common stock subject to stock options that may become exercisable after March 1, 2022 under the plans with a weighted average exercise price of $3.98, that expire on June 10, 2029. Also includes 421,562 RSUs that have vested but have not been issued as at March 1, 2022. Excludes shares held by our largest shareholder, Resolute, whose ultimate parent is Path Spirit Limited (or Path), which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. For additional information on the relationships between Resolute and certain of our directors, please see the section titled “Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder”, below.
(2)Each director is expected to hold shares of Teekay having a value of at least four times the value of the annual cash retainer paid to them for their Board service (excluding fees for Chair or Committee service) no later than March 1, 2022 or the fifth anniversary of the date on which the director joined the Board, whichever is later. In addition, each Executive Officer is expected to acquire shares of Teekay’s common stock equivalent in value to one to three times their annual base salary by 2018 or, for executive officers subsequently joining Teekay or achieving a position covered by the guidelines, within five years after the guidelines become applicable to them.
(3)Based on a total of 101.6 million outstanding shares of our common stock as of December 31, 2021. Each director and Executive Officer beneficially owns less than 1% of the outstanding shares of common stock.
Item 7.Major Shareholders and Certain Relationships and Related Party Transactions
Major Shareholders
The following table sets forth information regarding beneficial ownership, as of December 31, 2021, of Teekay’s common stock by each person we know to beneficially own more than 5% of the common stock. Information for certain holders is based on their latest filings with the SEC. The number of shares beneficially owned by each person or entity is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of March 1, 2022 (60 days after December 31, 2021) through the exercise of any stock option or other right. Unless otherwise indicated, each person or entity has sole voting and investment power with respect to the shares set forth in the following table.
Identity of Person or GroupShares Owned
Percent of Class (3)
Resolute Investments, Ltd. (1)
31,936,01231.4%
Cobas Asset Management, SGIIC, S.A. (2)
12,228,35612.0%
 ____________________________
(1)Includes shared voting and shared dispositive power. The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. This information is based in part on the Schedule 13D/A (Amendment No. 10) filed by Resolute and Path with the SEC on January 29, 2018. Resolute’s beneficial ownership was 31.4% on December 31, 2021 and 31.6% on December 31, 2020. For additional information on the relationships between Resolute and certain of our directors, please see the section titled "Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder”, below.
(2)Includes sole and shared voting power. This information is based on the Schedule 13G/A filed by this investor with the SEC on February 15, 2022.
(3)Based on a total of 101.6 million outstanding shares of our common stock as of December 31, 2021.

Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government or other natural or legal person owns more than 50% of our outstanding common stock. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Teekay.

Teekay and certain of its subsidiaries have relationships or are parties to transactions with other Teekay subsidiaries, including Teekay’s publicly-traded subsidiary Teekay Tankers. Certain of these relationships and transactions are described below.
Relationships with Our Major Shareholder
As of December 31, 2021, Resolute owned approximately 31.4% of our outstanding common stock. The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. One of our current directors, Rudolph Krediet, is partner at Anholt Services (USA), a wholly-owned subsidiary of Kattegat Limited. Director Peter Antturi serves as an executive officer and director of Resolute and other Kattegat Limited subsidiaries and affiliates. In addition, our director Heidi Locke Simon is engaged as a consultant to Kattegat Limited, the parent company of Resolute, to oversee its investments, including in the Teekay Group.
Our Directors and Executive Officers
Our directors David Schellenberg, Kenneth Hvid and Peter Antturi also serve as directors of Teekay Tankers, including Mr. Hvid as Chair of Teekay Tankers. Our executive officer Kevin Mackay also serves as the President and Chief Executive Officer of Teekay Tankers.

72

Because the Chief Executive Officer and Chief Financial Officer of Teekay Tankers are employees of Teekay's subsidiaries, their compensation (other than any awards under the respective long-term incentive plans of Teekay Tankers) is paid by Teekay or such other applicable entities. Pursuant to agreements with Teekay, Teekay Tankers has agreed to reimburse Teekay or its applicable subsidiaries for time spent by the executive officers in providing services to Teekay Tankers and its subsidiaries. For 2021, these reimbursement obligations totaled approximately $2.0 million. For 2020 and 2019, these reimbursement obligations totaled approximately $1.9 million and $1.8 million, respectively.
Relationship and Management Agreement with Teekay Tankers
Please see “Item 4C – Information on the Company – Organizational Structure” for information about our ownership interests in Teekay Tankers.
Teekay Tankers’ organization documents provide that Teekay may pursue business opportunities attractive to both parties and of which either party becomes aware. These business opportunities may include, among other things, opportunities to charter out, charter in or acquire oil tankers or to acquire tanker businesses.
Management Agreement. In connection with its initial public offering, Teekay Tankers entered into a long-term management agreement with a Teekay subsidiary, which currently is Teekay Services Ltd. (or the Manager).
Pursuant to the Management Agreement, the Manager agreed to provide the following types of services to Teekay Tankers: commercial (primarily vessel chartering), technical (primarily vessel maintenance and crewing), administrative (primarily accounting, legal and financial) and strategic (primarily advising on acquisitions, strategic planning and general management of the business). Following Teekay Tankers' purchase from us in 2018 of our subsidiary that previously provided commercial management and technical services for most of Teekay Tankers’ fleet. Teekay Tankers has elected not to receive such services from us.

Under the Management Agreement, Teekay Tankers pays fees for administrative and strategic services that reimburse the Manager for its related direct and indirect expenses in providing such services and which includes a profit margin. During 2021, 2020, and 2019, Teekay Tankers incurred $34.6 million, $31.8 million, and $32.6 million, respectively, for all of these services, and during 2021, 2020 and 2019, the Manager paid to the Teekay Tankers subsidiaries with which it subcontracted for certain services, $0.7 million, $0.7 million and $0.8 million, respectively.

The Management Agreement also provides for the payment of a performance fee in order to provide the Manager an incentive to increase cash available for distribution to Teekay Tankers’ shareholders. Teekay Tankers did not incur any performance fees for 2021, 2020 or 2019.

Other

Please see "Item 18 – Financial Statements: Note 13 – Related Party Transactions” for information about other related party transactions.
Item 8.Financial Information
Consolidated Financial Statements and Notes
Please see "Item 18 – Financial Statements" below for additional information required to be disclosed under this Item.
Legal Proceedings
From time to time we have been, and we expect to continue to be, subject to legal proceedings and claims in the ordinary course of our business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We believe that any adverse outcome of existing claims, individually or in the aggregate, would not have a material effect on our financial position, results of operations or cash flows, when taking into account our insurance coverage and rights to seek indemnification from charterers. For information about recent legal proceedings, please read “Item 18 – Financial Statements: Note 16b – Legal Proceedings and Claims".
Dividend Policy
Since our initial public offering in 1995 until the quarter ended December 31, 2018, we had declared and paid a regular cash dividend. Our Board of Directors approved the elimination of the quarterly dividend on Teekay’s common stock commencing with the quarter ended March 31, 2019.
In 2018, Teekay Tankers eliminated its regular dividend payments in order to preserve liquidity during the cyclical downturn of the tanker spot market. With a current focus on building net asset value through balance sheet delevering and reducing its cost of capital, any future dividends by Teekay Tankers would be paid when, as and if determined by Teekay Tankers' Board of Directors.

Pursuant to our dividend reinvestment program, holders of shares of our common stock are permitted to choose, in lieu of receiving cash dividends, to reinvest any dividends in additional shares of common stock at then-prevailing market prices, but without brokerage commissions or service charges.

The timing and amount of our dividends, if any, will depend, among other things, on our results of operations, financial condition, cash requirements, restrictions in financing agreements and other factors deemed relevant by our Board of Directors. Since we primarily are a holding company, with limited assets other than our ownership interest in Teekay Tankers, our marine services business in Australia, and a net cash position as of January 13, 2022 resulting from sale of the Teekay Gas Business, our ability to pay dividends on the common stock depends on the earnings and cash flow of our subsidiaries and distributions from our subsidiaries. Our Board of Directors may change our common stock dividends at any time.
73

Significant Changes
Please read “Item 18 – Financial Statements: Note 24 – Subsequent Events" for descriptions of significant changes that have occurred since December 31, 2021”. Please read “Item 5 – Operating and Financial Review and Prospects: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Development and Results of Operations".
Item 9.The Offer and Listing
Our common stock is traded on the NYSE under the symbol “TK”.
Item 10.Additional Information
Memorandum and Articles of Association
Our Amended and Restated Articles of Incorporation, as amended, have been filed as Exhibits 1.1 and 1.2 to our Annual Report on Form 20-F (File No. 1-12874), filed with the SEC on April 7, 2009, and are hereby incorporated by reference into this Annual Report. Our Amended and Restated Bylaws, have been filed as Exhibit 1.1 to our Report on Form 6-K (File No. 1-12874), furnished to the SEC on May 27, 2020, and are hereby incorporated by reference into this Annual Report.

The rights, preferences and restrictions attaching to each class of our capital stock are described in Exhibit 2.3 (entitled “Description of Securities Registered Under Section 12 of the Exchange Act”) to our Annual Report on Form 20-F (File No. 1-12874), filed with the SEC on April 9, 2020, and are hereby incorporated by reference into this Annual Report.

The necessary actions required to change the rights of holders of our capital stock and the conditions governing the manner in which annual and special meetings of shareholders are convened are described in our Amended and Restated Bylaws filed as Exhibit 1.1 to our Report on Form 6-K (File No. 1-12874), furnished to the SEC on May 27, 2020, and hereby incorporated by reference into this Annual Report.

There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by the laws of the Republic of The Marshall Islands or by our Articles of Incorporation or Bylaws.
Material Contracts
The contracts included as exhibits to this Annual Report are the contracts we consider to be both material and not entered into in the ordinary course of business. Descriptions of our credit facilities are included in "Item 18 – Financial Statements: Note 8 – Long-Term Debt".
Exchange Controls and Other Limitations Affecting Security Holders
We are not aware of any governmental laws, decrees or regulations, including foreign exchange controls, in the Republic of the Marshall Islands that restrict the export or import of capital or that affect the remittance of dividends, interest or other payments to holders of our securities that are non-resident and not citizens and otherwise not conducting business or transactions in the Marshall Islands.

We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed by the laws of the Republic of the Marshall Islands or our Articles of Incorporation and Bylaws.
Taxation
Teekay Corporation was incorporated in the Republic of Liberia on February 9, 1979 and was domesticated in the Republic of the Marshall Islands on December 20, 1999. Its principal executive offices are located in Bermuda. The following provides information regarding taxes to which a U.S. Holder of our common stock may be subject.
Material United States Federal Income Tax Considerations
The following is a discussion of certain material U.S. federal income tax considerations that may be relevant to shareholders. This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (or the Code), legislative history, applicable U.S. Treasury Regulations (or Treasury Regulations), judicial authority and administrative interpretations, all as in effect on the date of this Annual Report and which are subject to change, possibly with retroactive effect, or are subject to different interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to “we,” “our” or “us” are references to Teekay Corporation.

This discussion is limited to shareholders who hold their common stock as a capital asset for tax purposes. This discussion does not address all tax considerations that may be important to a particular shareholder in light of the shareholder’s circumstances, or to certain categories of shareholders that may be subject to special tax rules, such as:

dealers in securities or currencies,
traders in securities that have elected the mark-to-market method of accounting for their securities,
persons whose functional currency is not the U.S. dollar,
74

persons holding our common stock as part of a hedge, straddle, conversion or other “synthetic security” or integrated transaction,
certain U.S. expatriates,
financial institutions,
insurance companies,
persons subject to the alternative minimum tax,
persons that actually or under applicable constructive ownership rules own 10% or more of our common stock (by vote or value), and
entities that are tax-exempt for U.S. federal income tax purposes.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Partners in partnerships holding our common stock should consult their tax advisors to determine the appropriate tax treatment of the partnership’s ownership of our common stock.

This discussion does not address any U.S. estate tax considerations or tax considerations arising under the laws of any state, local or non-U.S. jurisdiction. Each shareholder is urged to consult its tax advisor regarding the U.S. federal, state, local, non-U.S. and other tax consequences of the ownership or disposition of our common stock.
United States Federal Income Taxation of U.S. Holders
As used herein, the term U.S. Holder means a beneficial owner of our common stock that is, for U.S. federal income tax purposes: (i) a U.S. citizen or U.S. resident alien (or a U.S. Individual Holder), (ii) a corporation or other entity taxable as a corporation, that was created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
Distributions
Subject to the discussion of passive foreign investment companies (or PFICs) below, any distributions made by us with respect to our common stock to a U.S. Holder generally will constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current and accumulated earnings and profits allocated to the U.S. Holder's common stock, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits allocated to the U.S. Holder's common stock will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in our common stock and thereafter as capital gain, which will be either long-term or short-term capital gain depending upon whether the U.S. Holder has held the common stock for more than one year. U.S. Holders that are corporations for U.S. federal income tax purposes generally will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. For purposes of computing allowable foreign tax credits for U.S. federal income tax purposes, dividends received with respect to our common stock will be treated as foreign source income and generally will be treated as “passive category income.

Subject to holding period requirements and certain other limitations, dividends received with respect to our common stock by a U.S. Holder who is an individual, trust or estate (or a Non-Corporate U.S. Holder) will be treated as “qualified dividend income” that is taxable to such Non-Corporate U.S. Holder at preferential capital gain tax rates provided that we are not classified as a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (we intend to take the position that we have never been, and we do not expect to be for the 2022 taxable year, classified as a PFIC, as discussed below). Any dividends received with respect to our common stock not eligible for these preferential rates will be taxed as ordinary income to a Non-Corporate U.S. Holder.

Special rules may apply to any “extraordinary dividend” paid by us. Generally, an extraordinary dividend is a dividend with respect to a share of common stock if the amount of the dividend is equal to or in excess of 10% of a common stockholder’s adjusted tax basis (or fair market value in certain circumstances) in such common stock. In addition, extraordinary dividends include dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a stockholder’s adjusted tax basis (or fair market value in certain circumstances). If we pay an “extraordinary dividend” on our common stock that is treated as “qualified dividend income,” then any loss recognized by a Non-Corporate U.S. Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of the amount of such dividend.

Certain Non-Corporate U.S. Holders are subject to a 3.8% tax on certain investment income, including dividends. Non-Corporate U.S. Holders should consult their tax advisors regarding the effect, if any, of this tax on their ownership of our common stock.
Sale, Exchange or Other Disposition of Common Stock
Subject to the discussion of PFICs below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Subject to the discussion of extraordinary dividends above, such gain or loss generally will be treated as (i) long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition, or short -term capital gain or loss otherwise and (ii) U.S.-source gain or loss, as applicable, for foreign tax credit purposes. Non-Corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

75

Certain Non-Corporate U.S. Holders are subject to a 3.8% tax on certain investment income, including capital gains from the sale or other disposition of stock. Non-Corporate U.S. Holders should consult their tax advisors regarding the effect, if any, of this tax on their disposition of our common stock.
Consequences of Possible PFIC Classification
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and, pursuant to a “look through” rule, any other corporation or partnership in which the corporation directly or indirectly owns at least 25% of the stock or equity interests (by value) and any partnership in which the corporation directly or indirectly owns less than 25% of the equity interests (by value) to the extent the corporation satisfies an "active partner" test and does not elect out of "look through" treatment, either: (i) at least 75% of its gross income is “passive” income (or the PFIC income test), or (ii) at least 50% of the average value of its assets is attributable to assets that produce, or are held for the production of, passive income (or the PFIC income test). For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. By contrast, income derived from the performance of services does not constitute “passive income.”

For purposes of the PFIC asset test, cash and cash equivalents (or cash assets) are considered to be assets that produce passive income. We have experienced a significant change in the composition of our assets as a result of our receipt of substantial cash assets in connection with the sale of all of our interests in Seapeak to Stonepeak in January 2022. Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”. At the present time, we do not expect to be treated as a PFIC for the 2022 taxable year under the PFIC asset test. However, if current estimates or assumptions relating to our current PFIC asset test modeling, including our assumptions on the tanker market and the value of our fleet, were to prove to be inaccurate or contrary to future results, or if any other factors that would negatively affect PFIC asset outcomes were to occur, we could be a PFIC for the 2022 taxable year and for future taxable years. If any such case were to occur, our PFIC status for the 2022 taxable year and future taxable years may also depend on how, and how quickly, if at all, we use our existing cash assets. Accordingly, there can be no assurance that we will not be a PFIC for the 2022 taxable year or any future taxable year under the PFIC asset test.

Additionally, with respect to the PFIC income test, there are legal uncertainties involved in determining whether the income derived from our and our look-through subsidiaries’ time-chartering activities constitutes rental income or income derived from the performance of services, including legal uncertainties arising from the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Code. However, the IRS stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Moreover, the market value of our common stock and our publicly-traded look-through subsidiaries may be treated as reflecting the value of our assets, and our publicly traded look-through subsidiaries’ assets, respectively, at any given time. Therefore, a decline in the market value of our common stock, or the stock of our publicly-traded look-through subsidiaries, which is not within our control, may impact the determination of whether we are a PFIC. Nevertheless, based on our and our look-through subsidiaries’ current assets and operations, we intend to take the position that we are not now and have never been a PFIC by reason of the PFIC income test. No assurance can be given, however, that the IRS or a court of law will accept our position or that we would not constitute a PFIC by reason of the PFIC income test (or, alternatively, as described above, the PFIC asset test) for the 2022 taxable year or any future taxable year if there were to be changes in our or our look-through subsidiaries' assets, income or operations.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder generally would be subject to different taxation rules depending on whether the U.S. Holder makes a timely and effective election to treat us as a “qualified electing fund” (or a QEF election). As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common stock, as discussed below.

Taxation of U.S. Holders Making a Timely QEF Election. A U.S. Holder who makes a timely QEF election (or an Electing Holder) must report the Electing Holder’s pro rata share of our ordinary earnings and net capital gain, if any, for each taxable year for which we are a PFIC that ends with or within the Electing Holder’s taxable year, regardless of whether or not the Electing Holder received distributions from us in that year. Such income inclusions would not be eligible for the preferential tax rates applicable to qualified dividend income. If we were to become a PFIC in 2022, the Electing Holders would be required to include their pro rata share of our ordinary earnings and net taxable capital gain, if any, in their income for their 2022 taxable year. The Electing Holder’s adjusted tax basis in our common stock will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that were previously taxed will result in a corresponding reduction in the Electing Holder’s adjusted tax basis in our common stock and will not be taxed again once distributed. An Electing Holder generally will recognize capital gain or loss on the sale, exchange or other disposition of our common stock. A U.S. Holder makes a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with the U.S. Holder’s timely filed U.S. federal income tax return (including extensions).

76

If a U.S. Holder has not made a timely QEF election with respect to the first year in the U.S. Holder’s holding period of our common stock during which we qualified as a PFIC, the U.S. Holder may be treated as having made a timely QEF election by filing a QEF election with the U.S. Holder’s timely filed U.S. federal income tax return (including extensions) and, under the rules of Section 1291 of the Code, a “deemed sale election” to include in income as an “excess distribution” (described below) the amount of any gain that the U.S. Holder would otherwise recognize if the U.S. Holder sold the U.S. Holder’s common stock on the “qualification date.” The qualification date is the first day of our taxable year in which we qualified as a “qualified electing fund” with respect to such U.S. Holder. In addition to the above rules, under very limited circumstances, a U.S. Holder may make a retroactive QEF election if the U.S. Holder failed to file the QEF election documents in a timely manner. If a U.S. Holder makes a timely QEF election for one of our taxable years, but did not make such election with respect to the first year in the U.S. Holder’s holding period of our common stock during which we qualified as a PFIC and the U.S. Holder did not make the deemed sale election described above, the U.S. Holder also will be subject to the more adverse rules described below.

A U.S. Holder’s QEF election will not be effective unless we annually provide the U.S. Holder with certain information concerning our income and gain, calculated in accordance with the Code, to be included with the U.S. Holder’s U.S. federal income tax return. We have not provided our U.S. Holders with such information in prior taxable years and, at the present time, do not intend to provide such information in the current taxable year as we have not been and do not expect to be treated as a PFIC for 2022. Accordingly, U.S. Holders will not be able to make an effective QEF election at this time. If we determine that we are or will be a PFIC for any taxable year, we will provide U.S. Holders with the information necessary to make an effective QEF election with respect to our common stock.

Taxation of U.S. Holders Making a Mark-to-Market Election. If we were to be treated as a PFIC for any taxable year and, as we anticipate, our common stock was treated as “marketable stock”, then, as an alternative to making a QEF election, a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common stock, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made for the first year a U.S. Holder holds or is deemed to hold our common stock and for which we are a PFIC, the U.S. Holder generally would include as ordinary income in each taxable year that we are a PFIC the excess, if any, of the fair market value of the U.S. Holder’s common stock at the end of the taxable year over the U.S. Holder’s adjusted tax basis in the common stock.

The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common stock over the fair market value thereof at the end of the taxable year that we are a PFIC, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in our common stock would be adjusted to reflect any such income or loss recognized. Gain recognized on the sale, exchange or other disposition of our common stock in taxable years that we are a PFIC would be treated as ordinary income, and any loss recognized on the sale, exchange or other disposition of our common stock in taxable years that we are a PFIC would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Because the mark-to-market election only applies to marketable stock, it would not apply to a U.S. Holder’s indirect interest in any of our subsidiaries that were also determined to be PFICs.

If a U.S. Holder makes a mark-to-market election for one of our taxable years and we were a PFIC for a prior taxable year during which such U.S. Holder held our common stock and for which (i) we were not a QEF with respect to such U.S. Holder and (ii) such U.S. Holder did not make a timely mark-to-market election, such U.S. Holder would also be subject to the more adverse rules described below in the first taxable year for which the mark-to-market election is in effect and also to the extent the fair market value of the U.S. Holder’s common stock exceeds the U.S. Holder’s adjusted tax basis in the common stock at the end of the first taxable year for which the mark-to-market election is in effect.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election. If we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year (a Non-Electing Holder) would be subject to special rules resulting in increased tax liability with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common stock in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for our common stock), and (ii) any gain realized on the sale, exchange or other disposition of our common stock. Under these special rules:

the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for our common stock;
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income in the current taxable year;
the amount allocated to each of the other taxable years would be subject to U.S. federal income tax at the highest rate of tax in effect for the applicable class of taxpayer for that year; and
an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

Additionally, for each year during which a U.S. Holder holds our common stock, we are a PFIC, and the total value of all PFIC stock that such U.S. Holder directly or indirectly holds exceeds certain thresholds, such U.S. Holder will be required to file IRS Form 8621 with its annual U.S. federal income tax return to report its ownership of our common stock. In addition, if a Non-Electing Holder, who is an individual, dies while owning our common stock, such Non-Electing Holder’s successor generally would not receive a step-up in tax basis with respect to such common stock.

U.S. Holders are urged to consult their tax advisors regarding the PFIC rules, including the PFIC annual reporting requirements, as well as the applicability, availability and advisability of, and procedure for, making QEF, Mark-to-Market and other available elections with respect to us, and the U.S. federal income tax consequences of making such elections.

U.S. Return Disclosure Requirements for U.S. Individual Holders

U.S. Individual Holders who hold certain specified foreign financial assets, including stock in a foreign corporation that is not held in an account maintained by a financial institution, with an aggregate value in excess of $50,000 on the last day of a taxable year, or $75,000 at any time during
77

that taxable year, may be required to report such assets on IRS Form 8938 with their U.S. federal income tax return for that taxable year. This reporting requirement does not apply to U.S. Individual Holders who report their ownership of our common stock under the PFIC annual reporting rules described above. Penalties apply for failure to properly complete and file IRS Form 8938. U.S. Individual Holders are encouraged to consult with their tax advisors regarding the possible application of this disclosure requirement to their investment in our common stock.
United States Federal Income Taxation of Non-U.S. Holders
A beneficial owner of our common stock (other than a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder is a Non-U.S. Holder.
Distributions
In general, a Non-U.S. Holder will not be subject to U.S. federal income tax on distributions received from us with respect to our common stock unless the distributions are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the Non-U.S. Holder maintains in the United States). If a Non-U.S. Holder is engaged in a trade or business within the United States and the distributions are deemed to be effectively connected to that trade or business (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the Non-U.S. Holder maintains in the United States), the Non-U.S. Holder generally will be subject to U.S. federal income tax on those distributions in the same manner as if it were a U.S. Holder. In addition, a Non-U.S. Holder that is a foreign corporation for U.S. federal income tax purposes may be subject to branch profits tax at a rate of 30% (or lower applicable treaty rate) on the after-tax earnings and profits attributable to such distributions.
Sale, Exchange or Other Disposition of Common Stock
In general, a Non-U.S. Holder is not subject to U.S. federal income tax on any gain resulting from the disposition of our common stock unless (i) such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the Non-U.S. Holder maintains in the United States) or (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which such disposition occurs and meets certain other requirements. If a Non-U.S. Holder is engaged in a trade or business within the United States and the disposition of our common stock is deemed to be effectively connected to that trade or business (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the Non-U.S. Holder maintains in the United States), the Non-U.S. Holder generally will be subject to U.S. federal income tax on the resulting gain in the same manner as if it were a U.S. Holder. In addition, a Non-U.S. Holder that is a foreign corporation for U.S. federal income tax purposes may be subject to branch profits tax at a rate of 30% (or lower applicable treaty rate) on the after-tax earnings and profits attributable to such gain.
Information Reporting and Backup Withholding
In general, distributions taxable as dividends with respect to, or the proceeds from a sale, redemption or other taxable disposition of, our common stock held by a Non-Corporate U.S. Holder will be subject to information reporting requirements, unless such distribution taxable as a dividend is paid and received outside the United States by a non-U.S. payor or non-U.S. middleman (within the meaning of U.S. Treasury Regulations), or such proceeds are effected through an office outside the U.S. of a broker that is considered a non-U.S. payor or non-U.S. middleman (within the meaning of U.S. Treasury Regulations). These amounts also generally will be subject to backup withholding if the Non-Corporate U.S. Holder:

fails to timely provide an accurate taxpayer identification number;
is notified by the IRS that it has failed to report all interest or distributions required to be shown on its U.S. federal income tax returns; or
in certain circumstances, fails to comply with applicable certification requirements.

Information reporting and backup withholding generally will not apply to distributions taxable as dividends on our common stock to a Non-U.S. Holder if such dividend is paid and received outside the United States by a non-U.S. payor or non-U.S. middleman (within the meaning of U.S. Treasury Regulations) or the Non-U.S. Holder properly certifies under penalties of perjury as to its non-U.S. status (generally on IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8EXP, as applicable) and certain other conditions are met or the Non-U.S. Holder otherwise establishes an exemption.

Payment of proceeds to a Non-U.S. Holder from a sale, redemption or other taxable disposition of our common stock to or through the U.S. office of a broker, or through a broker that is considered a U.S. payor or U.S. middleman (within the meaning of U.S. Treasury Regulations), generally will be subject to information reporting and backup withholding, unless the Non-U.S. Holder properly certifies under penalties of perjury as to its non-U.S. status (generally on IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8EXP, as applicable) and certain other conditions are met or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Rather, a Non-Corporate U.S. Holder or Non-U.S. Holder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by accurately completing and timely filing a U.S. federal income tax return with the IRS.
Non-United States Tax Considerations
Marshall Islands Tax Considerations. Because we and our subsidiaries do not, and do not expect that we or they will, conduct business, transactions or operations in the Republic of the Marshall Islands, and because all documentation related to issuances of shares of our common stock was and is expected to be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law, holders of our common stock that are not citizens of and do not reside in, maintain offices in, or engage in business, operations, or transactions in the Republic of
78

the Marshall Islands will not be subject to Marshall Islands taxation or withholding on dividends we make to our shareholders. In addition, such shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of our common stock, and they will not be required by the Republic of the Marshall Islands to file a tax return relating to the common stock.

It is the responsibility of each shareholder to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of such shareholder's investment in us. Accordingly, each shareholder is urged to consult a tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of such shareholder.
Documents on Display
Documents concerning us that are referred to herein may be accessed on our website under “Investors – Teekay Corporation – Financials & Presentations” from the home page of our web site at www.teekay.com, or may be inspected at our principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Those documents electronically filed via the Electronic Data Gathering, Analysis, and Retrieval (or EDGAR) system may also be obtained from the SEC’s website at www.sec.gov, free of charge.
Item 11.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from foreign currency fluctuations and changes in interest rates, bunker fuel prices and spot tanker market rates for vessels. We use foreign currency forward contracts, interest rate swaps and forward freight agreements to manage currency, interest rate, bunker fuel price and spot tanker market rate risks but we do not use these financial instruments for trading or speculative purposes. Please read “Item 18 – Financial Statements: Note 15 – Derivative Instruments and Hedging Activities".
Foreign Currency Fluctuation Risk
Our primary economic environment is the international shipping market. Transactions in this market generally utilize the U.S. Dollar. Consequently, a substantial majority of our revenues and most of our operating costs are in U.S. Dollars. We incur certain voyage expenses, vessel operating expenses, dry docking and overhead costs in foreign currencies, the most significant of which are the Australian Dollar, British Pound, Canadian Dollar, Euro and Singaporean Dollar. There is a risk that currency fluctuations will have a negative effect on the value of cash flows.

In some cases, we hedge our near-term foreign currency exposure but this hedging does not exceed three years forward.

As at December 31, 2021, we were committed to the following foreign currency forward contracts:

Fair Value / Carrying
Amount of Asset /
(Liability)
$
Contract Amount inExpected Maturity
$
Foreign Currency
Average Forward Rate (1)
2022
GBP4,0000.73945(58)5,409

Interest Rate Risk

We are exposed to the impact of interest rate changes primarily through our borrowings that required us to make interest payments based on LIBOR. In January 2022, LIBOR was replaced with the Secured Overnight Financing Rate (or SOFR) for Teekay Tankers' working capital loan. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service our debt. We use interest rate swaps to reduce our exposure to market risk from changes in interest rates. Generally, our approach is to economically hedge a substantial majority of floating-rate debt associated with our vessels that are operating on long-term fixed-rate contracts. We manage the rest of our debt based on our outlook for interest rates and other factors. Please read "Item 3 – Risk Factors" for more details on the potential phasing out of LIBOR as an interest “benchmark”.

We are exposed to credit loss in the event of non-performance by the counterparties to the interest rate swap agreements. In order to minimize counterparty risk, we only enter into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transaction. In addition, to the extent possible and practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.

The table below provides information about our financial instruments related to continuing operations at December 31, 2021 that are sensitive to changes in interest rates, including our debts and obligations related to finance leases and interest rate swap, but excluding any amounts related to our equity-accounted investment. For long-term debt and obligations related to finance leases, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swap, the table presents notional amounts and weighted-average interest rates by expected contractual maturity dates.    
79

   Expected Maturity Date   
 20222023202420252026ThereafterTotalFair Value
Asset /
(Liability)
Rate (1)
 (in millions of U.S. dollars)
Short-Term Debt:
Variable Rate ($U.S.) (2)
25.025.0(25.0)3.6%
Long-Term Debt:
Variable Rate ($U.S.) (2)
15.8107.4201.3324.5(325.5)2.5%
Fixed-Rate Debt ($U.S.)243.4112.2355.6(352.4)7.9%
Average Interest Rate (3)
9.3%5.0%—%—%—%—%7.9%
Obligations Related to Finance Leases:
Variable-Rate ($U.S.) (2) (4)
15.115.115.115.115.161.7137.2(137.2)3.0%
Fixed-Rate ($U.S.) (4)
12.213.013.914.815.789.0158.6(169.2)6.3%
Average Interest Rate (5)
6.3%6.3%6.3%6.3%6.3%6.3%6.3%
Interest Rate Swap:
Contract Amount ($U.S.) (2)
50.050.00.60.8%
(1)Rate refers to the weighted-average effective interest rate for our short-term debt, long-term debt and obligations related to finance leases, including the margin we pay on our floating-rate debt, which, as of December 31, 2021, ranged from 2.25% to 2.40%. The average interest rate for our obligations related to finance leases is the weighted-average interest rate implicit in our obligations related to finance leases at the inception of the leases.
(2)Interest payments on our debts, obligations related to variable-rate finance leases and interest rate swap are based on LIBOR. The average variable receive rate for our interest rate swap is set quarterly at the 3-month LIBOR. In January 2022, LIBOR was replaced with the Secured Overnight Financing Rate for our short-term debt.
(3)The average interest rate is the weighted-average interest rate related to fixed-rate debt.
(4)The amount of obligations related to finance leases represents the present value of minimum lease payments together with our purchase obligation, as applicable.
(5)The average interest rate is the weighted-average interest rate implicit in the obligations related to fixed-rate finance leases at the inception of the leases.
Commodity Price Risk
From time to time, we may use bunker fuel swap contracts relating to a portion of our bunker fuel expenditures. As at December 31, 2021, we were not committed to any bunker fuel swap contracts.
Spot Tanker Market Rate Risk
We are exposed to fluctuations in spot tanker market rates which can adversely affect our revenues. To reduce its exposure, Teekay Tankers uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized losses on non-designated derivative instruments in our consolidated statements of (loss) income.
Item 12.Description of Securities Other than Equity Securities
Not applicable.
PART II
Item 13.Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
80

Item 15.Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (or the Exchange Act)) that are designed to ensure that (i) information required to be disclosed in our reports that are filed or submitted under the Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We conducted an evaluation of our disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021.

The Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us.

Our internal controls are designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of management and the directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements even when determined to be effective and can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. However, based on the evaluation, management believes that we maintained effective internal control over financial reporting as of December 31, 2021.

Our independent auditors, KPMG LLP, an independent registered public accounting firm, have audited the accompanying consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2021. Their attestation report on the effectiveness of our internal control over financial reporting can be found on page F-3 of this Annual Report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the year ended December 31, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
The Board has determined that Director and Chair of the Audit Committee, Alan Semple, qualifies as an audit committee financial expert and is independent under applicable NYSE and SEC standards.
Item 16B. Code of Ethics
We have adopted a Standards of Business Conduct Policy that applies to all employees and directors. This document is available under “Investors – Teekay Corporation – Governance” from the home page of our website (www.teekay.com). We also intend to disclose under “Investors – Teekay Corporation – Governance” in the Investors section of our web site any waivers to or amendments of our Standards of Business Conduct Policy that benefit our directors and executive officers.
81

Item 16C. Principal Accountant Fees and Services
Our principal accountant for 2021 and 2020 was KPMG LLP, an independent registered public accounting firm. The following table shows the fees Teekay and our subsidiaries paid or accrued for audit and other services provided by KPMG LLP for 2021 and 2020.
 
Fees (in thousands of U.S. dollars)
20212020
Audit Fees (1)
3,524 2,833 
Audit-Related Fees (2)
39 49 
Total3,563 2,882 
(1)Audit fees represent fees for professional services provided in connection with the audits of our consolidated financial statements and effectiveness of internal control over financial reporting, reviews of our quarterly consolidated financial statements and audit services provided in connection with other statutory or regulatory filings for Teekay or our subsidiaries. Audit fees for 2021 and 2020 include approximately $1,434,599 and $1,099,700, respectively, of fees paid to KPMG LLP by Teekay LNG Partners that were approved by the Audit Committee of the Board of Directors of the general partner of Teekay LNG Partners. Audit fees for 2021 and 2020 include approximately $817,064 and $645,900, respectively, of fees paid to KPMG LLP by our subsidiary Teekay Tankers that were approved by the Audit Committee of the Board of Directors of Teekay Tankers.
(2)Audit-related fees consisted of employee benefit plan audits and specified audit procedures.

The Audit Committee has the authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the Audit Committee or entered into pursuant to detailed pre-approval policies and procedures established by the Audit Committee, as long as the Audit Committee is informed on a timely basis of any engagement entered into on that basis. The Audit Committee separately pre-approved all engagements and fees paid to our principal accountant in 2021 and 2020.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Neither Teekay nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any shares of our common stock during 2020 and 2021.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
The following are the significant ways in which our corporate governance practices differ from those followed by domestic companies, and which difference are permitted by New York Stock Exchange (or NYSE) rules for “foreign private issuers” such as Teekay Corporation:

In lieu of obtaining shareholder approval prior to the adoption of equity compensation plans or prior to certain equity issuances (including, among others, issuing 20% or more of our outstanding shares of common stock or voting power in a transaction), the Board of Directors approves such adoption or issuance; and
One member of the Board of Directors’ Nominating and Governance Committee is not independent under NYSE standards.

There are no other significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under the listing requirements of the NYSE.
Item 16H. Mine Safety Disclosure
Not applicable.
PART III
Item 17.Financial Statements
Not applicable.
82

Item 18.Financial Statements
The following consolidated financial statements and schedule, together with the related reports of KPMG LLP, Independent Registered Public Accounting Firm, are filed as part of this Annual Report:

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed in the Notes to the Consolidated Financial Statements and therefore have been omitted.
Item 19.Exhibits
The following exhibits are filed as part of this Annual Report:
83

Amended and Restated Articles of Incorporation of Teekay Corporation. (1)
Articles of Amendment of Articles of Incorporation of Teekay Corporation. (1)
Amended and Restated Bylaws of Teekay Corporation. (2)
Agreement Regarding Registration Rights Agreement, dated May 30, 2014, between Kattegat Private Trustees (Bermuda) Ltd., as sole trustee of the Kattegat Trust, and Teekay Corporation. (10)
Specimen of Teekay Corporation Common Stock Certificate. (10)
Description of Securities Registered Under Section 12 of the Exchange Act. (3)
Indenture dated as of January 26, 2018, between Teekay Corporation and The Bank of New York Mellon, as Trustee relating to 5.000% Convertible Senior Notes due 2023. (4)
Amended 1995 Stock Option Plan. (5)
Amended 2003 Equity Incentive Plan. (6)
Form of Indemnification Agreement between Teekay and each of its officers and directors. (10)
Amended and Restated Omnibus Agreement dated as of December 19, 2006, among Teekay Corporation, Teekay GP L.L.C., Teekay LNG Partners L.P., Teekay LNG Operating L.L.C., Teekay Offshore GP L.L.C., Teekay Offshore Partners L.P., Teekay Offshore Operating GP. L.L.C. and Teekay Offshore Operating L.P. (7)
2013 Equity Incentive Plan. (8)
Secured Revolving Credit Facility Agreement dated January 28, 2020, between Teekay Tankers Ltd., Nordea Bank Abp, New York Branch and various other banks, for a $532.8 million long-term debt facility. (9)
Equity Distribution Agreement dated December 29, 2020, between Teekay Corporation and Citigroup Global Markets Inc. (10)
Annual Executive Short-Term Incentive Plan. (11)
Agreement and Plan of Merger, dated October 4, 2021, among Stonepeak Limestone Holdings L.P., Limestone Merger Sub, Inc., Teekay LNG Partners L.P. and Teekay GP L.L.C. (12)
Limited Liability Company Interest Purchase Agreement, dated October 4, 2021, between Teekay Corporation and Stonepeak Limestone Holdings L.P. (12)
Covenant Letter Agreement dated October 4, 2021 between Teekay Corporation and Stonepeak Limestone Holdings L.P.
List of Subsidiaries.
Rule 13a-14(a)/15d-14(a) Certification of Teekay’s Chief Executive Officer.
Rule 13a-14(a)/15d-14(a) Certification of Teekay’s Chief Financial Officer.
Teekay Corporation Certification of Kenneth Hvid, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Teekay Corporation Certification of Vincent Lok, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Consent of KPMG LLP, as independent registered public accounting firm.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
_________________________
(1)Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 7, 2009, and hereby incorporated by reference to such Report.
(2)Previously filed as an exhibit to the Company’s Report on Form 6-K (File No.1-12874), filed with the SEC on May 27, 2020, and hereby incorporated by reference to such Report.
(3)Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 9, 2020, and hereby incorporated by reference to such Report.
(4)Previously filed as an exhibit to the Company’s Form 6-K (File No.1-12874), filed with the SEC on January 26, 2018, and hereby incorporated by reference to such Report.
(5)Previously filed as an exhibit to the Company’s Form 20-F (File No.1-12874), filed with the SEC on April 2, 2001, and hereby incorporated by reference to such Report.
(6)Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 25, 2012, and hereby incorporated by reference to such Report.
84

(7)Previously filed as exhibit 4.15 to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 19, 2007, and hereby incorporated by reference to such Report.
(8)Previously filed as exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-187142), filed with the SEC on March 8, 2013, and hereby incorporated by reference to such Registration Statement.
(9)Previously filed as exhibit 4.32 to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 9, 2020, and hereby incorporated by reference to such Report.
(10)Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 1, 2021, and hereby incorporated by reference to such Report.
(11)Previously filed as an exhibit to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on May 21, 2021, and hereby incorporated by reference to such Report.
(12)Previously filed as an exhibit to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on October 12, 2021, and hereby incorporated by reference to such Report.



85


SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
TEEKAY CORPORATION
By: /s/ Vincent Lok
Vincent Lok
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated:
April 6, 2022
86


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
TEEKAY CORPORATION
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Teekay Corporation and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of (loss) income, comprehensive income (loss), cash flows, and changes in total equity for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule I (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 6, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses as of January 1, 2020 due to the adoption of ASU 2016-13 Financial Instruments— Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13).
Basis for Opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recoverability of conventional tankers

As discussed in Note 1 to the consolidated financial statements, the Company assesses vessels and equipment that are intended to be held and used in the Company’s business for impairment when events or circumstances indicate the carrying value of the asset may not be recoverable. If the asset’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life and the fair value of the asset is less than its carrying value, the carrying value of the asset is reduced to its estimated fair value. Estimates of undiscounted cash flows used to determine the recoverability of a vessel’s carrying value involve, amongst others, assumptions about future charter rates. As discussed in Note 18 to the consolidated financial statements, the carrying values of three Suezmax tankers, three LR2 tankers and one Aframax tanker were written down by $85.0 million in the year ended December 31, 2021. The carrying value of vessels and equipment reported on the consolidated balance sheet as of December 31, 2021, was $1,351 million.

We identified the assessment of the recoverability of conventional tankers as a critical audit matter. Subjective auditor judgment was required to evaluate the estimated future charter rates used in determining the undiscounted expected cash flows because the estimation of future charter rates is subject to significant measurement uncertainty. Changes in estimated future charter rates could have had a significant impact on the recoverability of conventional tankers.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s impairment assessment process. This included an internal control related to the determination of estimated future charter rates. We assessed a selection of estimated future charter rates by comparing them to historical rates and third-party industry publications for conventional tankers with similar characteristics, including type and size. We compared the Company’s historical revenue projections to actual results to assess the Company’s ability to accurately project future revenue. We performed a sensitivity analysis over
F - 1

the estimated future charter rates used in determining the undiscounted expected cash flows to assess their impact on the Company’s determination of the recoverability of the conventional tankers.

/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2011.
Vancouver, Canada
April 6, 2022

F - 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
TEEKAY CORPORATION
Opinion on Internal Control Over Financial Reporting

We have audited Teekay Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of (loss) income, comprehensive income (loss), cash flows, and changes in total equity for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule I (collectively, the consolidated financial statements), and our report dated April 6, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 
/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
April 6, 2022
F - 3


TEEKAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF (LOSS) INCOME (notes 1 and 23)
(in thousands of U.S. dollars, except share and per share amounts)
Year Ended
December 31, 2021
$
Year Ended
December 31, 2020
$
Year Ended
December 31, 2019
$
Revenues (notes 2 and 13)
682,508 1,146,255 1,275,045 
Voyage expenses(315,113)(297,239)(402,290)
Vessel operating expenses (note 13)
(295,599)(411,553)(467,304)
Time-charter hire expenses (note 13)
(15,440)(56,719)(98,767)
Depreciation and amortization(106,084)(131,379)(153,907)
General and administrative expenses (note 13)
(74,387)(64,153)(69,730)
(Write-down) and gain (loss) on sale of assets (note 18)
(92,368)(149,238)(183,874)
Asset retirement obligation extinguishment gain (note 6)
32,950   
Gain on commencement of sales-type lease (note 2)
 44,943  
Restructuring charges (note 20)
(1,820)(10,720)(8,350)
(Loss) income from vessel operations(185,353)70,197 (109,177)
Interest expense (68,412)(89,075)(111,398)
Interest income 169 1,439 3,404 
Realized and unrealized gains (losses) on non-designated derivative instruments (note 15)
467 (2,523)(358)
Equity (loss) income (note 22)
(14,107)5,100 (73,342)
Foreign exchange loss (notes 8 and 15)
(2,414)(2,345)(3,523)
Other loss (note 14)
(12,776)(1,538)(12,467)
Loss from continuing operations before income taxes(282,426)(18,745)(306,861)
Income tax recovery (expense) (note 21)
4,963 (5,559)(17,846)
Loss from continuing operations(277,463)(24,304)(324,707)
Income from discontinued operations (note 23)
274,095 115,286 175,721 
Net (loss) income(3,368)90,982 (148,986)
Net loss (income) attributable to non-controlling interests (note 1)
11,174 (173,915)(161,591)
Net income (loss) attributable to the shareholders of Teekay Corporation7,806 (82,933)(310,577)
Amounts attributable to the shareholders of Teekay Corporation
Loss from continuing operations(277,463)(24,304)(324,707)
Net loss (income) attributable to non-controlling interests, continuing operations174,792 (105,445)(47,854)
Net loss attributable to the shareholders of Teekay Corporation, continuing operations(102,671)(129,749)(372,561)
Income from discontinued operations274,095 115,286 175,721 
Net income attributable to non-controlling interests, discontinued
operations
(163,618)(68,470)(113,737)
Net income attributable to the shareholders of Teekay Corporation, discontinued
operations
110,477 46,816 61,984 
Net income (loss) attributable to the shareholders of Teekay Corporation7,806 (82,933)(310,577)
Per common share attributable to the shareholders of Teekay Corporation
(note 19)
•  Basic and diluted loss from continuing operations attributable to
shareholders of Teekay Corporation
(1.01)(1.28)(3.70)
•  Basic and diluted income from discontinued operations attributable to
shareholders of Teekay Corporation
1.08 0.46 0.62 
•  Basic and diluted income (loss)0.08 (0.82)(3.08)
• Cash dividends declared   0.055 
Weighted average number of common shares outstanding (note 19)
• Basic and Diluted102,148,629 101,053,095 100,719,224 
The accompanying notes are an integral part of the consolidated financial statements.
F - 4

TEEKAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (notes 1 and 23)
(in thousands of U.S. dollars)
Year Ended
December 31, 2021
$
Year Ended
December 31, 2020
$
Year Ended
December 31, 2019
$
Net (loss) income(3,368)90,982(148,986)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications
Unrealized gain (loss) on qualifying cash flow hedging instruments - discontinued operations29,292(66,958)(57,615)
Pension adjustments, net of taxes1,881(548)(1,153)
Amounts reclassified from accumulated other comprehensive loss
Realized loss on qualifying cash flow hedging instruments - discontinued operations23,55917,890161
Other comprehensive income (loss):54,732(49,616)(58,607)
Comprehensive income (loss)51,36441,366(207,593)
Comprehensive income attributable to non-controlling interests(20,203)(140,106)(122,844)
Comprehensive income (loss) attributable to shareholders of Teekay Corporation31,161(98,740)(330,437)
The accompanying notes are an integral part of the consolidated financial statements.

F - 5

TEEKAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (notes 1 and 23)
(in thousands of U.S. dollars)
As at
December 31, 2021
$
As at
December 31, 2020
$
ASSETS
Current
Cash and cash equivalents (notes 8 and 17)
108,977 128,743 
Restricted cash – current (notes 10, 15 and 17)
2,227 2,786 
Accounts receivable, including non-trade of $1,385 (2020 – $2,407)
59,951 142,812 
Accrued revenue44,503 50,715 
Prepaid expenses 63,053 50,043 
Current portion of net investment in sales-type lease, net (note 2)
12,009 857 
Assets held for sale (note 18)
43,543 32,974 
Current assets - discontinued operations (note 23)
4,804,439 281,041 
Total current assets5,138,702 689,971 
Restricted cash – non-current (notes 10 and 17)
3,135 3,135 
Vessels and equipment (note 8)
At cost, less accumulated depreciation of $271,900 (2020 – $417,400)
925,249 1,104,742 
Vessels related to finance leases, at cost, less accumulated amortization of $112,900 (2020 – $124,400) (note 10)
411,749 450,558 
Operating lease right-of-use assets (notes 1 and 9)
14,257 32,211 
Total vessels and equipment1,351,255 1,587,511 
Net investment in sales-type lease, net – non-current (note 2)
 13,714 
Investment in and loans, net to equity-accounted investment (note 22)
12,954 28,562 
Goodwill, intangibles and other non-current assets (notes 5, 6 and 15)
25,936 37,685 
Non-current assets - discontinued operations (note 23)
 4,585,334 
Total assets6,531,982 6,945,912 
LIABILITIES AND EQUITY
Current
Accounts payable41,081 119,280 
Accrued liabilities and other (notes 6)
103,063 141,574 
Short-term debt (note 7)
25,000 10,000 
Current portion of long-term debt (note 8)
255,306 10,858 
Current obligations related to finance leases (note 10)
27,032 78,476 
Current portion of operating lease liabilities (notes 1 and 9)
9,389 11,105 
Current liabilities - discontinued operations (note 23)
2,877,629 531,741 
Total current liabilities3,338,500 903,034 
Long-term debt (note 8)
416,174 572,036 
Long-term obligations related to finance leases (note 10)
267,449 281,567 
Long-term operating lease liabilities (notes 1 and 9)
4,868 22,435 
Other long-term liabilities (notes 6)
72,508 109,075 
Non-current liabilities - discontinued operations (note 23)
 2,586,474 
Total liabilities4,099,499 4,474,621 
Commitments and contingencies (notes 8, 9, 10, 15 and 16)
Equity
Common stock and additional paid-in capital ($0.001 par value; 725,000,000 shares authorized; 101,571,141 shares outstanding and issued (2020 – 101,108,886)) (note 12)
1,053,802 1,057,319 
Accumulated deficit(513,242)(527,028)
Non-controlling interest1,917,433 1,989,883 
Accumulated other comprehensive loss (note 1)
(25,510)(48,883)
Total equity2,432,483 2,471,291 
Total liabilities and equity6,531,982 6,945,912 
Subsequent events (note 24)
The accompanying notes are an integral part of the consolidated financial statements.
F - 6

TEEKAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (notes 1 and 23)
(in thousands of U.S. dollars)
Year Ended
December 31, 2021
$
Year Ended
December 31, 2020
$
Year Ended
December 31, 2019
$
Cash, cash equivalents, restricted cash and cash held for sale provided by (used for)
OPERATING ACTIVITIES
Net (loss) income(3,368)90,982 (148,986)
Less: Income from discontinued operations(274,095)(115,286)(175,721)
Loss from continuing operations(277,463)(24,304)(324,707)
Non-cash and non-operating items:
Depreciation and amortization106,084 131,379 153,907 
Write-down and (gain) loss on sale of assets (note 18)
92,368 149,238 183,874 
Asset retirement obligation extinguishment gain (note 6)
(32,950)  
Gain on commencement of sales-type lease (note 2)
 (44,943) 
Equity loss (income)14,107 (5,100)73,342 
Foreign currency exchange loss and other19,363 30,146 42,321 
Change in operating assets and liabilities (note 17)
(63,414)118,500 (56,291)
Net operating cash flow - continuing operations(141,905)354,916 72,446 
Net operating cash flow - discontinued operations (note 23)
220,021 629,101 310,860 
Net operating cash flow78,116 984,017 383,306 
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net of issuance costs221,167 574,872 292,048 
Prepayments of long-term debt(135,000)(900,767)(615,961)
Scheduled repayments of long-term debt and settlement of related swaps (note 8)
(11,229)(49,886)(101,107)
Proceeds from short-term debt50,000 235,000 200,000 
Prepayments of short-term debt(35,000)(275,000)(150,000)
Proceeds from financing related to sale-leaseback of vessels, net of issuance costs140,226  63,720 
Prepayments of obligations related to finance leases(184,115)(29,596) 
Scheduled repayments of obligations related to finance leases(23,873)(25,149)(24,221)
Purchase of Teekay Tankers common shares (note 4)
(4,749)  
Cash dividends paid  (5,523)
Other financing activities(1,046)(798)(580)
Net financing cash flow - continuing operations16,381 (471,324)(341,624)
Net financing cash flow - discontinued operations (note 23)
(242,037)(626,189)(40,605)
Net financing cash flow (225,656)(1,097,513)(382,229)
INVESTING ACTIVITIES
Expenditures for vessels and equipment(21,447)(16,025)(11,628)
Proceeds from sale of vessels and equipment (note 18)
58,090 60,915 20,008 
Proceeds from sale of assets, net of cash sold (notes 13 and 18)
 24,977 100,000 
Proceeds from repayments of advances to equity-accounted joint venture
1,500 4,650  
Other investing activities (9,983) 
Net investing cash flow - continuing operations38,143 64,534 108,380 
Net investing cash flow - discontinued operations (note 23)
(30,973)(1,473)(158,771)
Net investing cash flow 7,170 63,061 (50,391)
Decrease in cash, cash equivalents, restricted cash and cash held for sale(140,370)(50,435)(49,314)
Cash, cash equivalents, restricted cash and cash held for sale, beginning of the year405,890 456,325 505,639 
Cash, cash equivalents, restricted cash and cash held for sale, end of the year265,520 405,890 456,325 
Supplemental cash flow information (note 17)
The accompanying notes are an integral part of the consolidated financial statements.
F - 7

TEEKAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (note 1)
(in thousands of U.S. dollars and shares)
 TOTAL EQUITY
Thousands
of Shares
of Common
Stock
Outstanding
#
Common
Stock and
Additional
Paid-in
Capital
$
Accumulated
Deficit
$
Accumulated Other
Compre-
hensive
Loss
$
Non-
controlling
Interest
$
Total
$
Balance at December 31, 2018100,435 1,045,659 (234,395)(2,273)2,058,037 2,867,028 
Net (loss) income— — (310,577)— 161,591 (148,986)
Other comprehensive loss— — — (19,860)(38,747)(58,607)
Dividends declared:
Common stock ($0.055 per share)
— — (5,385)— — (5,385)
Other dividends— — — — (63,343)(63,343)
Reinvested dividends1 2 — — — 2 
Employee stock compensation and other (note 12)
348 6,623 — — — 6,623 
Change in accounting policy (note 1)
— — 606 (1,604)(1,993)(2,991)
Changes to non-controlling interest from equity contributions and other
— — 3,067  (25,815)(22,748)
Balance at December 31, 2019100,784 1,052,284 (546,684)(23,737)2,089,730 2,571,593 
Net (loss) income— — (82,933)— 173,915 90,982 
Other comprehensive loss— — — (15,807)(33,809)(49,616)
Dividends declared:
Other dividends— — — — (79,803)(79,803)
Employee stock compensation and other (note 12)
325 5,035 — — — 5,035 
Change in accounting policies (note 1)
— — (17,666)— (37,434)(55,100)
Changes to non-controlling interest from equity contributions and other
— — 120,255 (9,339)(122,716)(11,800)
Balance at December 31, 2020101,109 1,057,319 (527,028)(48,883)1,989,883 2,471,291 
Net income (loss)— — 7,806 — (11,174)(3,368)
Other comprehensive income
— — — 23,355 31,377 54,732 
Dividends declared:
Other dividends— — — — (85,384)(85,384)
Employee stock compensation and other (note 12)
462 2,817 — — — 2,817 
Change in accounting policy (note 1)
— (6,334)— — — (6,334)
Changes to non-controlling interest from equity contributions and other
— — 5,980 18 (7,269)(1,271)
Balance at December 31, 2021101,571 1,053,802 (513,242)(25,510)1,917,433 2,432,483 
The accompanying notes are an integral part of the consolidated financial statements.
F - 8

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)

1. Summary of Significant Accounting Policies
Basis of presentation
These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (or GAAP). They include the accounts of Teekay Corporation (or Teekay), which is incorporated under the laws of the Republic of the Marshall Islands, its wholly-owned or controlled subsidiaries and any variable interest entities (or VIEs) of which Teekay is the primary beneficiary (collectively, the Company).

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Significant intercompany balances and transactions have been eliminated upon consolidation.

Certain of Teekay’s significant non-wholly-owned subsidiaries are consolidated in these financial statements even though Teekay owns less than a 50% ownership interest in the subsidiaries. These significant subsidiaries include the following publicly traded subsidiaries: Teekay LNG Partners L.P. (or Teekay LNG Partners) (now known as Seapeak LLC (or Seapeak)) and Teekay Tankers Ltd. (or Teekay Tankers). As of December 31, 2021, Teekay owned a 42.4% interest in Seapeak (2020 – 42.4%), including common units and its general partner interest, and 29.8% of the capital stock of Teekay Tankers (2020 – 28.6%), including Teekay Tankers’ outstanding shares of Class B common stock, which entitle the holders to five votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum. Teekay maintains control of Teekay Tankers through its ownership of a sufficient number of Class A common shares and Class B common shares, which provide increased voting rights, to maintain a majority voting interest in Teekay Tankers and thus consolidates this subsidiary. Prior to January 13, 2022 (see below), Teekay maintained control of Teekay LNG Partners by virtue of its 100% ownership interest in the general partner of Teekay LNG Partners, which was a publicly-traded partnership.

Effective on February 25, 2022, Teekay LNG Partners L.P. converted from a limited partnership formed under the laws of the Republic of the Marshall Islands into a limited liability company formed under the laws of the Republic of the Marshall Islands, and changed its name from “Teekay LNG Partners L.P.” to “Seapeak LLC”.

On October 4, 2021, Teekay LNG Partners (now known as Seapeak LLC) and Stonepeak, together with affiliates, entered into an agreement and plan of merger pursuant to which Stonepeak would acquire Teekay LNG Partners. In connection with the merger, the Company agreed to sell its general partner interest in Teekay LNG Partners, all of its common units in Teekay LNG Partners and certain subsidiaries which collectively contain the shore-based management operations of Teekay LNG Partners and certain of Teekay LNG Partners’ joint ventures (collectively the Teekay Gas Business). The transactions closed on January 13, 2022 (see Note 24). The presentation of certain information in these consolidated financial statements reflects that the Teekay Gas Business is a discontinued operation of the Company. See Note 23 – Discontinued Operations for further information.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (or COVID-19) a pandemic. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 global pandemic may have direct or indirect impact on the Company's business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Company's business, results of operations and financial condition in the future. COVID-19 has resulted and may continue to result in a significant decline in global demand for oil. As the Company's business includes the transportation of crude oil and refined petroleum products on behalf of customers, any significant decrease in demand for the cargo the Company transports could adversely affect demand for the Company's vessels and services. Spot tanker rates have come under pressure since mid-May 2020 as a result of record OPEC+ oil production cuts and lower production from other oil producing countries, which reduced crude exports, and the unwinding of floating storage and the delivery of newbuilding vessels to the world tanker fleet. COVID-19 has also been a contributing factor to the decline in short-term tanker charter rates and to an increase in certain crewing-related costs, which has had an impact on the Company's cash flows. During the year ended December 31, 2021, excluding vessels held by the Teekay Gas Business (see Note 23), COVID-19 was a contributing factor to the write-down of certain tankers of Teekay Tankers (2020 - certain tankers of Teekay Tankers and one floating production storage and offloading (or FPSO) unit of Teekay Parent), as described in Note 18 - (Write-down) and Gain (Loss) on Sale of Assets. COVID-19 was also a contributing factor to the reduction in certain tax accruals during the year ended December 31, 2020, as described in Note 21 - Income Tax Recovery (Expense).

Where Teekay’s ownership interest in a consolidated subsidiary is less than 100%, the non-controlling interests’ share of these non-wholly-owned subsidiaries is reported in the Company’s consolidated balance sheets as a separate component of equity. The non-controlling interests’ share of the net income of these non-wholly-owned subsidiaries is reported in the Company’s consolidated statements of (loss) income as a deduction from the Company’s net (loss) income to arrive at net income (loss) attributable to the shareholders of Teekay.

The basis for attributing net income or loss of each non-wholly-owned subsidiary to the controlling interest and the non-controlling interests (with the exception of Seapeak until May 11, 2020, when Teekay and Seapeak agreed to eliminate all of Seapeak's incentive distribution rights) is based on the relative ownership interests of the non-controlling interests compared to the controlling interest (Teekay), which is consistent with how dividends and distributions were paid or were payable for these non-wholly-owned subsidiaries. In periods when vessels are sold by Seapeak or Teekay Tankers that were previously purchased from wholly-owned subsidiaries of Teekay, the amount of the gain or loss from sale allocated to the controlling interest and non-controlling interest is adjusted to reflect the non-controlling interest’s share of the deferred gain or loss that was incurred when Teekay previously sold these vessels from its wholly-owned subsidiaries to its non-wholly-owned subsidiaries Seapeak or Teekay Tankers. As reflected in the table below, during 2019, such vessel sales by Seapeak resulted in a (decrease) increase in net income (loss) of Seapeak attributable to the non-controlling interest (controlling interest) by ($7.5) million. Also reflected in the table below, during 2019, 2020 and 2021, such vessel sales by Teekay Tankers resulted in increases (decreases) in net income (loss) of Teekay Tankers attributable to the non-controlling interest (controlling interest) by $18.4 million, $43.2 million and ($1.8) million, respectively.

F - 9

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Prior to its conversion to a limited liability company in February 2022, Seapeak had limited partners and a general partner. Seapeak's general partner was wholly-owned by Teekay until January 13, 2022. Seapeak's limited partners held common units and preferred units. For each quarterly period, the method of attributing Seapeak’s net income (loss) of that period to the non-controlling interests of Seapeak begins by attributing net income (loss) of Seapeak to the non-controlling interests which hold 100% of the preferred units of Seapeak based on the amount of preferred unit distributions declared for the quarterly period.

Until May 11, 2020, when Teekay and Seapeak agreed to eliminate all of Seapeak's incentive distribution rights, the remaining net income (loss) to be attributed to the controlling interest and the non-controlling interests of Seapeak was then divided into two components. The first component consisted of the cash distribution that Seapeak would declare and pay to limited and general partners for that quarterly period (or the Distributed Earnings). The second component consisted of the difference between (a) the net income (loss) of Seapeak that was available to be allocated to the common unitholders and the general partner and (b) the amount of the first component cash distribution (or the Undistributed Earnings). The portion of the Distributed Earnings that was allocated to the non-controlling interests was the amount of the cash distribution that Seapeak would declare and pay to the non-controlling interests for that quarterly period. The portion of the Undistributed Earnings that was allocated to the non-controlling interests was based on the relative ownership percentages of the non-controlling interests of Seapeak compared to the controlling interest. The controlling interests included both limited partner common units and the general partner interest.

The total net income (loss) of Teekay’s consolidated partially-owned entities and the attribution of that net income (loss) to controlling and non-controlling interests is as follows:
Net (loss) income attributable to non-controlling interestsControlling Interest
Net income (loss) of consolidated partially-owned entities (1)
Non-public partially-owned subsidiaries
Preferred unit-holders
Distri-
buted Earnings
Undistri-
buted Earnings (Loss)
Total Non-Controlling Interest
Distri-
buted Earnings
Undistri-
buted Earnings (Loss)
Total Controlling Interest (Teekay)
Seapeak (2)
12,900 25,702  125,016 163,618  91,930 91,930 255,548 
Teekay Tankers— — — (174,787)(174,787)— (67,585)(67,585)(242,372)
Other entities and
eliminations
— — — — (5)
For the Year Ended
December 31, 2021
12,900 25,702  (49,771)(11,174)
Seapeak (2)
9,955 25,702  32,816 68,473  28,839 28,839 97,312 
Teekay Tankers— — — 105,455 105,455 — (18,138)(18,138)87,317 
Other entities and eliminations
— — — — (13)
For the Year End
December 31, 2020
9,955 25,702  138,271 173,915 
Seapeak (2)
11,814 25,702 40,138 36,007 113,661 20,368 30,575 50,943 164,604 
Teekay Tankers— — — 47,887 47,887 — (6,525)(6,525)41,362 
Other entities and eliminations
— — — — 43 
For the Year Ended
December 31, 2019
11,814 25,702 40,138 83,894 161,591 
(1)Includes earnings attributable to common and preferred shares.
(2)Seapeak forms part of discontinued operations as at December 31, 2021.

When Teekay’s non-wholly-owned subsidiaries declare dividends or distributions to their owners or require all of their owners to contribute capital to the non-wholly-owned subsidiaries, such amounts are paid to, or received from, each of the owners of the non-wholly-owned subsidiaries based on the relative ownership interests in the non-wholly-owned subsidiary. As such, any dividends or distributions paid to, or capital contributions received from, the non-controlling interests are reflected as a reduction (dividends or distributions) or an increase (capital contributions) in non-controlling interest in the Company’s consolidated balance sheets.

When Teekay’s non-wholly-owned subsidiaries issue additional equity interests to non-controlling interests, Teekay is effectively selling a portion of the non-wholly-owned subsidiaries. Consequently, the proceeds received by the subsidiaries from their issuance of additional equity interests are allocated between non-controlling interests and retained earnings in the Company’s consolidated balance sheets. The portion allocated to non-controlling interests on the Company’s consolidated balance sheets consists of the carrying value of the portion of the non-wholly-owned subsidiary that is effectively disposed of, with the remaining amount attributable to the controlling interests, which consists of the Company’s dilution gain or loss that is reflected in retained earnings.
Foreign currency
The consolidated financial statements are stated in U.S. Dollars and the functional currency of the Company is the U.S. Dollar. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the U.S. Dollar are translated to reflect the year-end exchange rates. Resulting gains or losses are reflected in foreign exchange loss in the accompanying consolidated statements of (loss) income.

F - 10

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Revenues

The Company's FPSO contracts, time charters and voyage charters include both a lease component, consisting of the lease of the vessel, and a non-lease component, consisting of the operation of the vessel for the customer. The Company has elected not to separate the non-lease component from the lease component for all such charters where the lease component is classified as an operating lease and certain other required criteria are met, and to account for the combined component as an operating lease. Time-charter contracts accounted for as direct financing leases and sales type leases contain both a lease component (lease of the vessel) and a non-lease component (operation of the vessel). The Company has allocated the contract consideration between the lease component and non-lease component on a relative standalone selling price basis. The standalone selling price of the non-lease component has been determined using a cost-plus approach, whereby the Company estimates the cost to operate the vessel using cost benchmarking studies prepared by a third party, when available, or internal estimates when not available, plus a profit margin. The standalone selling price of the lease component has been determined using an adjusted market approach, whereby the Company calculates a rate excluding the operating component based on a market time-charter rate from published broker estimates, when available, or internal estimates when not available. Given that there are no observable standalone selling prices for either of these two components, judgment is required in determining the standalone selling price of each component.

FPSO contracts and time charters

Revenues from FPSO contracts and time charters accounted for as operating leases are recognized by the Company on a straight-line basis daily over the term of the contract. If collectability of the receipts from these contracts accounted for as operating leases is not probable, revenue that would have otherwise been recognized is limited to the amount collected from the charterer.

Upon commencement of an FPSO contract or time charter accounted for as a sales-type lease or direct financing lease, the carrying value of the vessel is derecognized and the net investment in the lease is recognized, based on the fair value of the vessel. For direct financing leases and sales-type leases, the lease element of time charter hire receipts is allocated to the lease receivable and revenues over the term of the lease using the effective interest rate method. The non-lease element of receipts is recognized by the Company on a straight-line basis daily over the term of the contract. Drydock cost reimbursements allocable to the non-lease element of a time-charter are recognized on a straight-line basis over the period between the previous scheduled dry dock and the next scheduled dry dock. In addition, if collectability of non-lease receipts of payments from a customer is not probable, any such receipts are recognized as a liability unless the receipts are non-refundable and either the contract has been terminated or the Company has no remaining performance obligations.

The Company does not recognize revenues during days that the vessel is off-hire. When the FPSO contract or time charter contains a profit-sharing agreement, drydock cost reimbursements for time charters accounted for as operating leases, or other variable consideration, including performance-based metrics such as production tariffs and other operational performance measures, the Company recognizes this revenue in the period in which the changes in facts and circumstances on which the variable charter hire payments are based occur. In addition, performance based revenue based on a multi-period performance-based metric that is allocable to non-lease services provided is estimated and to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved and recognize such estimate of revenue over the performance period. Where the charterer is responsible for the operation of the vessel, the Company offsets any vessel operating expenses it incurs against reimbursements from the charterer.

Voyage charters

Revenues from voyage charters are recognized on a proportionate performance method. The Company uses a discharge-to-discharge basis in determining proportionate performance for all spot voyages that contain a lease and a load-to-discharge basis in determining proportionate performance for all spot voyages that do not contain a lease. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. Revenues from the Company’s vessels performing voyage charters subject to revenue sharing agreements (or RSAs) follow the same revenue recognition policy as voyage charters not subject to RSAs. The difference between the net revenue earned by a vessel of the Company performing voyage charters subject to RSAs and its allocated share of the aggregate net contribution is reflected within voyage expenses. The consolidated balance sheets reflect in accrued revenue the accrued portion of revenues for those voyages that commence prior to the balance sheet date and complete after the balance sheet date, and reflect in deferred revenues or other long-term liabilities the deferred portion of revenues which will be earned in subsequent periods.

Management fees and other
Revenues are also earned from the management of third-party vessels and an LNG terminal in Bahrain, in which Seapeak has a 30% interest. The Company recognizes fixed revenue on a straight-line basis over the duration of the management contract and variable revenue, such as monthly commissions, in the month they are earned. The Company presents the reimbursement of expenditures it incurs to provide the promised goods or services as revenue, if it controls such goods or services before they are transferred to the customer, and presents such reimbursement of expenditures as an offset against the expenditures, if the Company does not control the goods or services before they are transferred to the customer.
Operating expenses
Voyage expenses are all expenses unique to a particular voyage, including fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. In addition, the difference between the net revenue earned by a vessel of the Company performing voyage charters subject to an RSA and its allocated share of the aggregate net contribution is reflected within voyage expenses. The Company, as shipowner, pays voyage expenses under voyage charters. The Company’s customers pay voyage expenses under time charters, except when the vessel is off-hire during the term of a time charter in which case the Company pays voyage expenses.

F - 11

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Vessel operating expenses include crewing, ship management services, repairs and maintenance, insurance, stores, lube oils and communication expenses.

Voyage expenses and vessel operating expenses are recognized when incurred, except when the Company incurs pre-operational costs related to the repositioning of a vessel that relates directly to a specific customer contract, that generates or enhances resources of the Company that will be used in satisfying performance obligations in the future, whereby such costs are expected to be recovered via the customer contract. In this case, such costs are deferred and amortized over the duration of the customer contract.
Cash and cash equivalents
The Company classifies all highly liquid investments with an original maturity date of three months or less as cash and cash equivalents.
Restricted cash
The Company maintains restricted cash deposits relating to certain term loans, collateral for derivatives, project tenders, leasing arrangements, amounts received from charterers to be used only for dry-docking expenditures and emergency repairs and other obligations.
Accounts receivable and other loan receivables
Accounts receivable are recorded at the invoiced amount and do not bear interest. The consolidated balance sheets reflect in accounts receivable, any amounts where the right to consideration is conditioned upon the passage of time, and, in accrued revenue, any accrued revenue where the right to consideration is conditioned upon something other than the passage of time.
The Company’s advances to equity-accounted for investments and any other investments in loan receivables are recorded at cost.
Vessels and equipment
All pre-delivery costs incurred during the construction of newbuildings, including interest, supervision and technical costs, are capitalized. The acquisition cost and all costs incurred to restore used vessels purchased by the Company to the standard required to properly service the Company’s customers are capitalized.

Vessel capital modifications include the addition of new equipment or certain modifications to the vessel that are aimed at improving or increasing the operational efficiency and functionality of the asset. This type of expenditure is capitalized and depreciated over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

Depreciation is calculated on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 25 years for tankers carrying crude oil and refined product, commencing the date the vessel is delivered from the shipyard, or a shorter period if regulations prevent the Company from operating the vessels for 25 years. Depreciation of vessels and equipment, excluding amortization of dry-docking expenditures, for the years ended December 31, 2021, 2020 and 2019 aggregated $78.5 million, $102.5 million and $124.8 million, respectively. Depreciation includes depreciation of all owned vessels and amortization of vessels accounted for as finance leases.

Generally, the Company dry docks each oil tanker every two and a half years to five years. FPSO units are generally not dry docked and maintenance is performed on these units while at sea. The Company capitalizes certain costs incurred during dry docking and amortizes those costs on a straight-line basis from the completion of a dry docking to the estimated completion of the next dry docking. The Company includes in capitalized dry-docking costs those costs incurred as part of the dry docking to meet classification and regulatory requirements. The Company expenses costs related to routine repairs and maintenance performed during dry docking, and for annual class survey costs on the Company’s FPSO units.

The following table summarizes the change in the Company’s capitalized dry-docking costs from January 1, 2019 to December 31, 2021:
Year Ended December 31,
2021
$
2020
$
2019
$
Balance at the beginning of the year67,52771,80756,019
Costs incurred for dry dockings23,04228,54645,371
Dry-dock amortization(27,123)(27,851)(26,682)
Write-down / sales of vessels(532)(4,975)(2,901)
Balance at the end of the year62,91467,52771,807

Vessels and equipment that are intended to be held and used in the Company's business are assessed for impairment when events or circumstances indicate the carrying value of the asset may not be recoverable. If the asset’s net carrying value exceeds the estimated net undiscounted cash flows expected to be generated over its remaining useful life, and the fair value of the asset is less than its carrying value, the carrying value of the asset is reduced to its estimated fair value. The estimated fair value for the Company’s impaired vessels is determined using discounted cash flows or appraised values. In cases where an active second-hand sale and purchase market does not exist, or in certain other cases, the Company uses a discounted cash flow approach to estimate the fair value of an impaired vessel. In cases where an active second-hand sale and purchase market exists, an appraised value is used to estimate the fair value of an impaired vessel. An appraised value is generally the
F - 12

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
amount the Company would expect to receive if it were to sell the vessel. Such appraisal is based on second-hand sale and purchase data, and other information provided by third parties.

Vessels and equipment that are “held for sale” are measured at the lower of their carrying amount or fair value less costs to sell and are not depreciated while classified as held for sale. Interest and other expenses and related liabilities attributable to vessels and equipment classified as held for sale continue to be recognized as incurred.
Equity-accounted investments
The Company’s investments in certain joint ventures and other partially-owned entities in which the Company does not control the entity but has the ability to exercise significant influence over the operating and financial policies of the entity are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company evaluates its equity-accounted for investments for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below its carrying value. If an equity-accounted for investment experiences an other-than-temporary decline in value and if the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Company's consolidated statements of (loss) income.
Debt issuance costs
Debt issuance costs related to a recognized debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of that debt liability and amortized on an effective interest rate method over the term of the relevant loan. Debt issuance costs which are not attributable to a specific debt liability or where the debt issuance costs exceed the carrying value of the related debt liability (primarily undrawn revolving credit facilities) are deferred and presented as non-current assets in the Company's consolidated balance sheets. Amortization of debt issuance costs is included in interest expense in the Company's consolidated statements of (loss) income.

Fees paid to substantially amend a non-revolving credit facility are associated with the extinguishment of the old debt instrument and included in determining the debt extinguishment gain or loss to be recognized. Other costs incurred with third parties directly related to the extinguishment are deferred and presented as a direct reduction from the carrying amount of the replacement debt instrument and amortized using the effective interest rate method. In addition, any unamortized debt issuance costs associated with the old debt instrument are written off. If the amendment is considered not to be a substantial amendment, then the fees would be associated with the replacement or modified debt instrument and, along with any existing unamortized premium, discount and unamortized debt issuance costs, would be amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the effective interest method. Other related costs incurred with third parties directly related to the modification, other than the loan amendment fee, are expensed as incurred.

Fees paid to amend a revolving credit facility are deferred and amortized over the term of the modified revolving credit facility. If the borrowing capacity of the revolving credit facility increases as a result of the amendment, unamortized debt issuance costs of the original revolving credit facility are amortized over the remaining term of the modified revolving credit facility. If the borrowing capacity of the revolving credit facility decreases as a result of the amendment, a proportionate amount, based on the reduction in borrowing capacity, of the unamortized debt issuance costs of the original revolving credit facility are written off and the remaining amount is amortized over the remaining term of the modified revolving credit facility.

Credit losses

The Company utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for net investments in direct financing and sales-type leases, loans to equity accounted joint ventures, guarantees of secured loan facilities of equity-accounted joint ventures, non-operating lease accounts receivable, contract assets and other receivables at the time the financial asset is originated or acquired. The expected credit losses are subsequently adjusted each period for changes in expected lifetime credit losses. The Company discontinues accrual of interest on financial assets if collection of required payments is no longer probable, and in those situations, recognizes payments received on non-accrual assets on a cash basis method, until collection of required payments becomes probable. The Company considers a financial asset to be past due when payment is not made with 30 days of it being owed, assuming there is no dispute or other uncertainty regarding the amount owing.

Expected credit loss provisions are presented on the consolidated balance sheets as a reduction to the carrying value of the related financial asset and as an other long-term liability for expected credit loss provisions that relate to guarantees of secured loan facilities of equity-accounted joint ventures. Changes in expected credit loss provisions are presented within other loss within the consolidated statements of (loss) income.

Prior to the adoption of Accounting Standards Update ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (or ASU 2016-13) on January 1, 2020, the Company:

recognized an allowance for doubtful accounts consisting of the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determined the allowance based on historical write-off experience and customer economic data. The Company reviewed the allowance for doubtful accounts regularly and past due balances were reviewed for collectability. Account balances were charged off against the allowance when the Company believed that the receivable would not be recovered.

analyzed its loans for collectability during each reporting period. A loan loss provision was recognized when, based on current information and events, it was probable that the Company would be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors the Company considered in determining if a loan loss provision was required included, among other things, an assessment of the financial condition of the debtor, payment history of the debtor, general economic conditions, the credit rating of the debtor (when available) any information provided by the debtor regarding its ability to repay the loan and the fair value of the underlying collateral. When a loan loss provision was recognized, the Company measured the amount of the loss provision based on the present value of expected future cash flows discounted at the loan’s effective interest rate and recognized the resulting loss in the consolidated statements of (loss)
F - 13

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
income. The carrying value of the loan was adjusted each subsequent reporting period to reflect any changes in the present value of expected future cash flows.

For charter contracts being accounted for as operating leases, if the remaining lease payments are no longer probable of being collected, any unpaid accounts receivable and any accrued revenue will be reversed against revenue and any subsequent payments will be recognized as revenue when collected until such time that the remaining lease payments are probable of being collected.     

Derivative instruments

All derivative instruments are initially recorded at fair value as either assets or liabilities in the accompanying consolidated balance sheets and subsequently remeasured to fair value each period end, regardless of the purpose or intent for holding the derivative. The method of recognizing the resulting gain or loss is dependent on whether the derivative contract is designed to hedge a specific risk and whether the contract qualifies for hedge accounting. The Company does not apply hedge accounting to its derivative instruments, except for certain types of interest rate swaps designated as cash flow hedges, which are included in discontinued operations.

When a derivative is designated as a cash flow hedge, the Company formally documents the relationship between the derivative and the hedged item. This documentation includes the strategy and risk management objective for undertaking the hedge and the method that will be used to assess the effectiveness of the hedge. Any gains and losses on the derivative that are excluded from the assessment of hedge effectiveness are recognized immediately in earnings. The Company does not apply hedge accounting if it is determined that the hedge is not effective or will no longer be effective, the derivative is sold or exercised, or the hedged item is sold, repaid or no longer probable of occurring.

For derivative financial instruments designated and qualifying as cash flow hedges, changes in the fair value of the derivative financial instruments are initially recorded as a component of accumulated other comprehensive loss in total equity. In the periods when the hedged items affect earnings, the associated fair value changes on the hedging derivatives are transferred from total equity to the corresponding earnings line item (e.g. interest expense) in the Company's consolidated statements of (loss) income. If a cash flow hedge is terminated or de-designated and the originally hedged item is still considered probable of occurring, the gains and losses initially recognized in total equity remain there until the hedged item impacts earnings, at which point they are transferred to the corresponding earnings line item in the Company's consolidated statements of (loss) income. If the hedged items are no longer probable of occurring, amounts recognized in total equity are immediately transferred to the corresponding earnings line item in the Company's consolidated statements of (loss) income.

For derivative financial instruments that are not designated or that do not qualify as hedges under Financial Accounting Standards Board (or FASB) Accounting Standards Codification (or ASC) 815, Derivatives and Hedging, changes in the fair value of the derivative financial instruments are recognized in earnings. Gains and losses from the Company’s non-designated interest rate swaps related to long-term debt, non-designated bunker fuel swap contracts and forward freight agreements, and non-designated foreign currency forward contracts are recorded in realized and unrealized gains (losses) on non-designated derivative instruments in the Company's consolidated statements of (loss) income. Gains and losses from the Company’s non-designated cross currency swaps are recorded in income from discontinued operations in the Company's consolidated statements of (loss) income.
Goodwill and intangible assets
Goodwill is not amortized but is reviewed for impairment at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. A reporting unit is a component of the Company that constitutes a business for which discrete financial information is available and regularly reviewed by management. When goodwill is reviewed for impairment, the Company will measure the amount by which a reporting unit's carrying value exceeds its fair value, with the maximum impairment not to exceed the carrying value of goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment.

The Company uses a discounted cash flow model to determine the fair value of reporting units unless there is a readily determinable fair market value. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill.

Customer-related intangible assets are amortized over the expected life of a customer contract or the expected duration that the customer relationships are estimated to contribute to the cash flows of the Company. The amount amortized each year is weighted based on the projected revenue to be earned under the contracts or projected revenue to be earned as a result of the customer relationships. Intangible assets are assessed for impairment when and if impairment indicators exist. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.
Lease obligations and right-of-use assets
For its chartered-in vessels and office leases, as of the lease commencement date, the Company recognizes a liability for its lease obligation, initially measured at the present value of lease payments not yet paid, and an asset for its right to use the underlying asset, initially measured equal to the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. The discount rate used to determine the present value of the lease payments is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The initial recognition of the lease obligation and right-of-use asset excludes short-term leases for the Company's chartered-in vessels and office leases. Short-term leases are leases with an original term of one year or less, excluding those leases with an option to extend the lease for greater than one year or an option to purchase the underlying asset that the lessee is deemed reasonably certain to exercise. The initial recognition of this lease obligation and right-of-use asset excludes variable lease payments that are based on the usage or performance of the underlying asset and the portion of payments related to non-lease elements of vessel charters.

F - 14

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
For those leases classified as operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile that is presented in time charter hire expense for vessels and general and administrative expense for office leases, unless the right-of-use asset becomes impaired. For those leases classified as finance leases, the Company uses the effective interest rate method to subsequently account for the lease liability, whereby interest is recognized in interest expense in the Company's consolidated statements of (loss) income. For those leases classified as finance leases, the right-of-use asset is amortized on a straight-line basis over the remaining life of the vessel, with such amortization included in depreciation and amortization in the Company's consolidated statements of (loss) income. Variable lease payments that are based on the usage or performance of the underlying asset are recognized as an expense when incurred, unless achievement of a specified target triggers the lease payment, in which case an expense is recognized in the period when achievement of the target is considered probable.

The Company recognizes the expense from short-term leases and any non-lease components of vessels time chartered from other owners, on a straight-line basis over the firm period of the charters. The expense is included in time charter hire expense for vessel charters and general and administrative expenses for office leases.

The right-of-use asset is assessed for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. If the right-of-use asset’s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, the carrying amount of the right-of-use asset is reduced to its estimated fair value. The estimated fair value for the Company's impaired right-of-use assets from in-chartered vessels is determined using a discounted cash flow approach to estimate the fair value. Subsequent to an impairment, a right-of-use asset related to an operating lease is amortized on a straight-line basis over its remaining life.

The Company has determined that all of its time-charter-in contracts contain both a lease component (lease of the vessel) and a non-lease component (operation of the vessel). The Company has allocated the contract consideration between the lease component and non-lease component on a relative standalone selling price basis. The standalone selling price of the non-lease component has been determined using a cost-plus approach, whereby the Company estimates the cost to operate the vessel using cost benchmarking studies prepared by a third party, when available, or internal estimates when not available, plus a profit margin. The standalone selling price of the lease component has been determined using an adjusted market approach, whereby the Company calculates a rate excluding the operating component based on a market time-charter rate information from published broker estimates, when available, or internal estimates when not available. Given that there are no observable standalone selling prices for either of these two components, judgment is required in determining the standalone selling price of each component. The bareboat charter contracts contain only a lease component.

Vessels sold and leased back by the Company, where the Company has a fixed price repurchase obligation or other situations where the leaseback would be classified as a finance lease, are accounted for as a failed sale of the vessel. For such transactions, the Company does not derecognize the vessel sold and continues to depreciate the vessel as if it was the legal owner. Proceeds received from the sale of the vessel are recognized as an obligation related to finance lease, and bareboat charter hire payments made by the Company to the lessor are allocated between interest expense and principal repayments on the obligation related to finance lease.
Asset retirement obligation
The Company has an asset retirement obligation (or ARO) relating to the recycling of the Petrojarl Foinaven FPSO unit in accordance with EU ship recycling regulations on completion of its current contract, and the Company had an ARO relating to the subsea production facility associated with the Petrojarl Banff FPSO unit which operated in the North Sea. The obligation relating to the Petrojarl Banff FPSO unit, which was fully discharged in May 2021, generally involved the costs associated with the restoration of the environment surrounding the facility and removal and disposal of all production equipment. The ARO related to the Petrojarl Foinaven FPSO unit will be covered in part by a contractual payment to be received from the FPSO contract counterparty.

The Company records the fair value of an ARO as a liability in the period when the obligation arises. The fair value of the ARO is measured using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. When the liability is recorded, the Company capitalizes the cost by increasing the carrying amount of the related equipment. Each period, the liability is increased for the change in its present value, and the capitalized cost is depreciated over the useful life of the related asset. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability. Please refer to Note 6 for further details of the Company's AROs.
Share-based compensation
The Company grants stock options, restricted stock units, performance share units and restricted stock awards as incentive-based compensation to certain employees and directors. The Company measures the cost of such awards using the grant date fair value of the award and recognizes that cost, net of estimated forfeitures, over the requisite service period, which generally equals the vesting period. The fair value is remeasured at the end of each reporting period for those awards that are required to be settled in cash. For stock-based compensation awards subject to graded vesting, the Company calculates the value for the award as if it was one single award with one expected life and amortizes the calculated expense for the entire award on a straight-line basis over the vesting period of the award.

Compensation cost for awards with performance conditions is recognized when it is probable that the performance condition will be achieved. The compensation cost of the Company’s stock-based compensation awards is substantially reflected in general and administrative expense. Awards that are required to be settled in cash are reflected in accrued liabilities in the Company's consolidated balance sheet.
Income taxes
The Company accounts for income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the consolidated financial statement basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax rates. A valuation allowance for deferred tax assets is recorded when it is determined that it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized.
F - 15

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)

The Company recognizes the tax benefits of uncertain tax positions only if it is more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax recovery (expense) in the Company's consolidated statements of (loss) income.

The Company believes that it and its subsidiaries are not subject to income taxation under the laws of the Republic of The Marshall Islands or Bermuda, and that distributions by its subsidiaries to the Company will not be subject to any income taxes under the laws of such countries. The Company qualifies for the Section 883 exemption under U.S. federal income tax purposes, with the exception of Seapeak.
Accumulated other comprehensive loss
The following table contains the changes in the balances of each component of accumulated other comprehensive loss attributable to shareholders of Teekay for the periods presented.
Pension Adjustments Relating to Continuing Operations
$
Qualifying Cash Flow Hedging Instruments Related to Discontinued Operations
$
Total
$
Balance as of December 31, 2018(3,176)903(2,273)
Other comprehensive loss and other(1,153)(20,311)(21,464)
Balance as of December 31, 2019(4,329)(19,408)(23,737)
Other comprehensive loss and other(548)(15,259)(15,807)
Changes to non-controlling interest in AOCI from equity
contributions
(9,339)(9,339)
Balance as of December 31, 2020(4,877)(44,006)(48,883)
Other comprehensive income and other1,88121,47423,355
Changes to non-controlling interest in AOCI from equity
contributions
1818
Balance as of December 31, 2021(2,996)(22,514)(25,510)
Employee pension plans
The Company has defined contribution pension plans covering the majority of its employees. Pension costs associated with the Company’s required contributions under its defined contribution pension plans are based on a percentage of employees’ salaries and are charged to earnings in the year incurred. With the exception of certain of the Company’s employees in Australia, the Company’s employees are generally eligible to participate in defined contribution plans. These plans allow for the employees to contribute a certain percentage of their base salaries into the plans. The Company matches all or a portion of the employees’ contributions, depending on how much each employee contributes. During the years ended December 31, 2021, 2020 and 2019, the amount of cost recognized for the Company’s defined contribution pension plans was $6.2 million, $7.6 million and $7.5 million, respectively.

The Company also has defined benefit pension plans (or the Benefit Plans) covering certain of its employees in Australia. The Company accrues the costs and related obligations associated with its defined benefit pension plans based on actuarial computations using the projected benefits obligation method and management’s best estimates of expected plan investment performance, salary escalation, and other relevant factors. For the purpose of calculating the expected return on plan assets, those assets are valued at fair value. The overfunded or underfunded status of the defined benefit pension plans is recognized as assets or liabilities in the consolidated balance sheets. The Company recognizes as a component of other comprehensive loss, the gains or losses that arise during a period but that are not recognized as part of net periodic benefit costs. The Company's funded status was a deficit of $0.1 million at December 31, 2021 and a deficit of $2.8 million at December 31, 2020.
Earnings (loss) per common share
The computation of basic earnings (loss) per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the exercise of all dilutive stock options and restricted stock awards using the treasury stock method. The computation of diluted loss per share does not assume such exercises. In periods with discontinued operations where potential common shares are antidilutive to earnings per share from continuing operations, such potential common shares are excluded from the calculation of diluted earnings per share - discontinued operations. Prior to January 1, 2021, the Company used the treasury stock method to determine the dilutive impact of the Company's Convertible Senior Notes (see Note 8) when calculating diluted earnings per share. Upon adoption of ASU 2020-06 - Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (or ASU 2020-06) on January 1, 2021, the Company changed to the if-converted method to determine any potential dilutive impact of the Convertible Senior Notes when calculating diluted earnings per share (see Note 19).

F - 16

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (or ASU 2016-13). ASU 2016-13 introduced a new credit loss methodology, which requires earlier recognition of potential credit losses, while also providing additional transparency about credit risk. This new credit loss methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are subsequently adjusted each period for changes in expected lifetime credit losses. This methodology replaced multiple existing impairment methods under previous GAAP for these types of assets, which generally required that a loss be incurred before it was recognized.

The Company adopted this update on January 1, 2020 with a modified-retrospective approach, whereby a cumulative-effect adjustment was made to reduce equity on January 1, 2020 without any retroactive application to prior periods. The Company's net investments in direct financing and sales-type leases, advances to equity-accounted joint ventures, guarantees of indebtedness of equity-accounted joint ventures and receivables related to non-operating lease revenue arrangements are subject to ASU 2016-13. On adoption, the Company decreased the carrying value of non-current assets - discontinued operations by $53.7 million and non-controlling interest by $37.4 million, and increased accumulated deficit by $17.7 million and non-current liabilities - discontinued operations by $1.4 million. The cumulative adjustment recorded on initial adoption of this update does not reflect an increase in credit risk exposure to the Company compared to previous periods presented.

In December 2019, the FASB issued Accounting Standards Update (or ASU) 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (or ASU 2019-12), as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences, among other changes. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted, including adoption in any interim period. The adoption did not have an impact on the Company's consolidated financial statements and related disclosures.
In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (or LIBOR). This update applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. This update is effective through December 31, 2022. The Company is currently evaluating the effect of adopting this new guidance.

In August 2020, the FASB issued ASU 2020-06. This update simplified the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This update also enhanced transparency and improved disclosures for convertible instruments and earnings per share guidance. This update is mandatory beginning January 1, 2022; however, the Company early adopted this update effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 has impacted the accounting for the Company’s Convertible Senior Notes due January 15, 2023 (or the Convertible Notes) whereby the existing debt and equity components have been recombined into a single component accounted for as a single liability, at its amortized cost. On adoption, the Company increased the carrying value of long-term debt by $6.3 million and decreased common stock and additional paid-in capital by $6.3 million. Adoption of ASU 2020-06 also decreased the Company's interest expense by $3.0 million for the year ended December 31, 2021, and therefore increased income from continuing operations and net income by the same amounts for this period. In addition, the adoption of ASU 2020-06 resulted in the Company having to change from the use of the treasury stock method to the if-converted method to determine the dilutive impact of the Convertible Notes when calculating diluted earnings per share attributable to shareholders of Teekay Corporation. For the year ended December 31, 2021, had the Convertible Notes been dilutive, the change to the if-converted method would have increased the Company's diluted income attributable to shareholders of Teekay Corporation by $6.4 million, increased the denominator of the diluted earnings per share calculation by 9,588,378 shares, and increased the diluted earnings per share attributable to shareholders of Teekay Corporation by $0.08 (see Note 19).

2. Revenues
The Company’s primary source of revenue is chartering its vessels and offshore units to its customers. The Company utilizes three primary forms of contracts, consisting of time charter contracts, voyage charter contracts and contracts for FPSO units. The Company also generates revenue from the management and operation of vessels owned by third parties and by equity-accounted investments as well as providing corporate management services to such entities.

Time Charters
Pursuant to a time charter, the Company charters a vessel to a customer for a period of time, generally one year or more. The performance obligations within a time charter contract, which will include the lease of the vessel to the charterer as well as the operation of the vessel, are satisfied as services are rendered over the duration of such contract, as measured using the time that has elapsed from commencement of performance. In addition, any expenses that are unique to a particular voyage, including any fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions, are the responsibility of the customer, as long as the vessel is not off-hire.

Hire is typically invoiced monthly in advance for time charter contracts, based on a fixed daily hire amount. However, certain sources of variability exist. Those include penalties, such as those that relate to periods the vessels are off-hire and where minimum speed and performance metrics are not met. In addition, certain time charters contracts contain provisions that allow the Company to be compensated for increases in the Company’s costs during the term of the charter. Such provisions may be in the form of annual hire rate adjustments for changes in inflation indices or interest rates or in the form of cost reimbursements for vessel operating expenditures or dry-docking expenditures. Finally, in a small number of charters, the Company may earn profit share consideration, which occurs when actual spot tanker rates earned by the vessel exceed certain thresholds for a period of time. The Company does not engage in any specific tactics to minimize vessel residual value risk.

F - 17

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)

Voyage Charters
Voyage charters are charters for a specific voyage that are usually priced on a current or "spot" market rate. The performance obligations within a voyage charter contract, which will typically include the lease of the vessel to the charterer as well as the operation of the vessel, are satisfied as services are rendered over the duration of the voyage, as measured using the time that has elapsed from commencement of performance. In addition, any expenses that are unique to a particular voyage, including fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions, are the responsibility of the vessel owner. The Company’s voyage charters will normally contain a lease; however, judgment is necessary to determine whether this is the case based upon the decision-making rights the charterer has under the contract. Consideration for such contracts is fixed or variable, depending on certain conditions. Delays caused by the charterer result in additional consideration. Payment for the voyage is not due until the voyage is completed. The duration of a single voyage will typically be less than three months. As such, accrued revenue at the end of a period will be invoiced and paid in the subsequent period. The amount of accrued revenue at any point in time will depend on the percent completed of each voyage in progress as well as the freight rate agreed for those specific voyages. The Company does not engage in any specific tactics to minimize vessel residual value risk due to the short-term nature of the contracts.

FPSO Contracts
Pursuant to an FPSO contract, the Company charters an FPSO unit to a customer for a period of time, generally more than one year. The performance obligations within an FPSO contract, which include the lease of the FPSO unit to the charterer as well as the operation of the FPSO unit, are satisfied as services are rendered over the duration of such contract, as measured using the time that has elapsed from commencement of performance. Hire is typically invoiced monthly in arrears, based on a fixed daily hire amount. In certain FPSO contracts, the Company is entitled to a lump sum amount due upon commencement of the contract and may also be entitled to termination fees if the contract is canceled early. While the fixed daily hire amount may be the same over the term of the FPSO contract, in some FPSO contracts, the fixed daily hire amount may increase or decrease over the duration of the FPSO contract. As a result of the Company accounting for compensation from such charters on a straight-line basis over the duration of the charter, FPSO contracts where revenue is recognized before the Company is entitled to such amounts under the FPSO contracts will result in the Company recognizing a contract asset and FPSO contracts where revenue is recognized after the Company is entitled to such amounts under the FPSO contracts will result in the Company recognizing deferred revenue.

Certain sources of consideration variability exist within FPSO contracts. Those include penalties, such as those that relate to periods where production on the FPSO unit is interrupted. In addition, certain FPSO contracts may contain provisions that allow the Company to be compensated for increases in the Company’s costs to operate the unit during the term of the contract. Such provisions may be in the form of annual hire rate adjustments for changes in inflation indices or in the form of cost reimbursements for vessel operating expenditures incurred. Finally, the Company may earn additional compensation from monthly production tariffs, which are based on the volume of oil produced, the price of oil, as well as other monthly or annual operational performance measures. Variable consideration of the Company's contracts is typically recognized as incurred as either such revenue is allocated and accounted for under lease accounting requirements or alternatively such consideration is allocated to distinct periods under a contract during which such variable consideration was incurred. Since June 2020, the Company no longer earns variable or tariff revenues from its FPSO contracts.

The Company does not engage in any specific tactics to minimize residual value risk. Given the uncertainty involved in oil field production estimates and the result impact on oil field life, FPSO contracts typically will include extension options or options to terminate early.

Management Fees and Other
The Company also generates revenue from the management and operation of vessels owned by third parties as well as providing corporate management services to certain entities. Such services may include the arrangement of third-party goods and services for the vessel’s owner. The performance obligations within these contracts will typically consist of crewing, technical management, insurance and potentially commercial management. The performance obligations are satisfied concurrently and consecutively rendered over the duration of the management contract, as measured using the time that has elapsed from commencement of performance. Consideration for such contracts will generally consist of a fixed monthly management fee, plus the reimbursement of crewing costs for vessels being managed. Management fees are typically invoiced monthly.

Revenue Table
The following tables contain the Company’s total revenue, excluding revenue of the Teekay Gas Business (see Note 23), for the years ended December 31, 2021, 2020 and 2019, by contract type, by segment and by business line within segments.
Year Ended December 31, 2021
Teekay Tankers Conventional TankersTeekay Parent Offshore ProductionTeekay Parent OtherTotal
$$$$
Time charters46,1592,22048,379
Voyage charters485,896485,896
FPSO contracts
47,89547,895
Management fees and other
10,31290,026100,338
542,36747,89592,246682,508
F - 18

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Year Ended December 31, 2020
Teekay Tankers Conventional TankersTeekay Parent Offshore ProductionTeekay Parent OtherTotal
$$$$
Time charters127,59817,152144,750
Voyage charters741,804741,804
FPSO contracts
108,952108,952
Management fees and other
17,032133,717150,749
886,434108,952150,8691,146,255
Year Ended December 31, 2019
Teekay Tankers Conventional TankersTeekay Parent Offshore ProductionTeekay Parent OtherTotal
$$$$
Time charters17,49522,06639,561
Voyage charters881,603881,603
FPSO contracts
210,816210,816
Management fees and other
42,840100,225143,065
941,938210,816122,2911,275,045

The following table contains the Company's total revenue, excluding revenue of the Teekay Gas Business (see Note 23), by those contracts or components of contracts accounted for as leases and by those contracts or components not accounted for as leases for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
$
$
$
Lease revenue
Lease revenue from lease payments of operating leases551,715945,7131,037,778
Interest income on lease receivables293874
Variable lease payments – cost reimbursements (1)
30,16243,70145,389
Variable lease payments – other (2)
5,21848,813
582,170995,5061,131,980
Non-lease revenue
Management fees and other income100,338150,749143,065
Total682,5081,146,2551,275,045
(1)Reimbursement for vessel operating expenditures and dry-docking expenditures received from the Company's customers relating to such costs incurred by the Company to operate the vessel for the customer.
(2)Compensation from time charter contracts based on spot market rates in excess of a base daily hire amount, production tariffs based on the volume of oil produced, the price of oil, and other monthly or annual operational performance measures.

Operating Leases
As at December 31, 2021, the minimum scheduled future rentals to be received by the Company in the next year for the lease and non-lease elements related to time charters that were accounted for as operating leases, excluding revenue of the Teekay Gas Business (see Note 23), were approximately $24.0 million (2022).

Minimum scheduled future revenues should not be construed to reflect total charter hire revenues for any of the years. Minimum scheduled future revenues do not include revenue generated from new contracts entered into after December 31, 2021, revenue from unexercised option periods of contracts that existed on December 31, 2021, revenue from vessels in the Company’s equity-accounted investments, or variable or contingent revenues. In addition, minimum scheduled future operating lease revenues presented in this paragraph have been reduced by estimated off-hire time for any periodic maintenance and do not reflect the impact of revenue sharing agreements whereby time-charter revenues are shared with other revenue sharing agreement participants. The amounts may vary given unscheduled future events such as vessel maintenance.

The net carrying amount of the vessels employed on time charter contracts and FPSO contracts that have been accounted for as operating leases, excluding such amounts of the Teekay Gas Business (see Note 23), at December 31, 2021, was $61.7 million (2020 – $344.4 million, 2019 – $269.8 million). At December 31, 2021, the cost and accumulated depreciation of such vessels were $74.3 million (2020 – $464.8 million, 2019 – $320.3 million) and $12.6 million (2020 – $120.4 million, 2019 – $50.5 million), respectively.
F - 19

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)

Net Investment in Sales-Type Lease
On March 27, 2020, the Company entered into a bareboat charter with Britoil Limited (or BP), a subsidiary of BP p.l.c., for the Petrojarl Foinaven FPSO for a period up to December 2030. BP may cancel the charter on six-months' notice. Under the terms of this charter, Teekay received a cash payment of approximately $67 million in April 2020 and will receive a nominal per day rate over the life of the contract and a fixed lump sum payment at the end of the contract period. The charter was classified and accounted for as a sales-type lease. Consequently, as at March 31, 2020, the Company recognized a net investment in sales-type lease of $81.9 million and an asset retirement obligation of $6.1 million, derecognized the carrying value of the Petrojarl Foinaven FPSO and related customer contract, and recognized a gain of $44.9 million in the three months ended March 31, 2020, which is reflected in gain on commencement of sales-type leases on the Company's consolidated statements of (loss) income for the year ended December 31, 2020. As at December 31, 2021, the net investment in sales-type lease was $12.0 million, with the majority of the reduction relating to the cash payment of $67 million received in April 2020. In April 2021, BP announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. The Company expects the FPSO unit to be redelivered to Teekay Parent in the third quarter of 2022, at which point the Company intends to green-recycle the FPSO unit. Upon redelivery of the FPSO unit, the Company will receive a fixed lump sum payment of $11.6 million from BP which the Company expects will cover the majority of the cost of green-recycling the FPSO unit.

The following table lists the components of the net investment in the Company's sales-type lease:
December 31, 2021December 31, 2020
$
$
Total minimum lease payments to be received11,82413,158
Estimated unguaranteed residual value of leased property2,3858,000
Less unearned revenue(5,686)
Total net investment in sales-type lease14,20915,472
Less credit loss provision(2,200)(901)
Total net investment in sales-type lease, net12,00914,571
Less current portion(12,009)(857)
Net investment in sales-type lease, net - non-current13,714
Contract Liabilities

The Company enters into certain customer contracts that result in situations where the customer will pay consideration upfront for performance to be provided in the following month or months. These receipts are contract liabilities and are presented as deferred revenue until performance is provided. As at December 31, 2021 and December 31, 2020, there were contract liabilities of $0.9 million and $4.2 million, respectively, excluding such amounts of the Teekay Gas Business (see Note 23). During the years ended December 31, 2021 and December 31, 2020, the Company recognized $4.2 million and $7.5 million, respectively, of revenue that was included in the contract liability balance at the beginning of the respective periods, excluding such amounts of the Teekay Gas Business (see Note 23).
3. Segment Reporting
On October 4, 2021, Teekay LNG Partners (now known as Seapeak LLC) and Stonepeak, together with affiliates, entered into an agreement and plan of merger pursuant to which Stonepeak would acquire Teekay LNG Partners. In connection with the merger, the Company agreed to sell to Stonepeak the Teekay Gas Business, which included the Company’s general partner interest in Teekay LNG Partners, all of its common units in Teekay LNG Partners, and certain subsidiaries which collectively contain the shore-based management operations of Teekay LNG Partners and certain of Teekay LNG Partners' joint ventures. The transactions closed on January 13, 2022 (see Note 24). The Company’s interests in Teekay LNG Partners constituted the Company’s Teekay LNG segment. The Company’s shore-based management operations included in the transactions were included in the Company’s Teekay Parent – Other segment. The segment information below excludes the results of these operations that the Company had agreed to sell as at December 31, 2021. See Note 23 for information on the historical results of these operations and other information about this transaction.

The Company allocates capital and assesses performance from the separate perspectives of its publicly-traded subsidiary, Teekay Tankers, and from Teekay and its remaining subsidiaries (or Teekay Parent), as well as from the perspective of the Company's lines of business. The primary focus of the Company’s organizational structure, internal reporting and allocation of resources by the chief operating decision maker is on Teekay Tankers and Teekay Parent (the Legal Entity approach), and its segments are presented accordingly on this basis. The Company has two primary lines of business: (1) offshore production (FPSO units) and (2) conventional tankers. The Company manages these businesses for the benefit of all stakeholders.

Subsequent to September 25, 2017 and prior to May 8, 2019, Teekay owned a 13.8% interest in the common units of Altera Infrastructure L.P. (formerly Teekay Offshore Partners L.P.) (or Altera) and a 49% interest in the general partner of Altera, and accounted for its interest in Altera using the equity method and presented such interest as a separate segment. On May 8, 2019, Teekay sold to Brookfield Business Partners L.P. (or Brookfield) all of the Company's remaining interests in Altera, which included the Company’s 49% general partner interest, common units, warrants, and an outstanding $25 million loan from the Company to Altera (or the 2019 Brookfield Transaction).

F - 20

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
The following table includes the Company’s revenues and (loss) income from vessel operations by segment, excluding such amounts of the Company’s discontinued operations (see Note 23), for the periods presented in these financial statements:
Revenues
(Loss) Income from Vessel Operations (1)
Year Ended December 31,Year Ended December 31,
202120202019202120202019
$$$$$$
Teekay Tankers
Conventional Tankers542,367 886,434 941,938 (194,095)141,572 123,883 
Teekay Parent
Offshore Production47,895 108,952 210,816 35,546 (38,054)(208,167)
Other92,246 150,869 122,291 (26,804)(33,321)(24,893)
140,141 259,821 333,107 8,742 (71,375)(233,060)
682,508 1,146,255 1,275,045 (185,353)70,197 (109,177)

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

The following table presents revenues and percentage of consolidated revenues for customers that accounted for more than 10% of the Company’s consolidated revenues, excluding such amounts of the Company’s discontinued operations (see Note 23), during the periods presented.
Year Ended December 31,
(U.S. dollars in millions)202120202019
BP Plc (1)
(2)
(2)
$160 or 13%
(1)Teekay Tankers Segment — Conventional Tankers, and Teekay Parent Segment — Offshore Production.
(2)Less than 10%.

The following table includes other income statement items by segment, excluding such amounts of the Company’s discontinued operations (see Note 23).
Depreciation and Amortization(Write-down) and gain (loss) on sale of assets
Equity (Loss) income
Year Ended
December 31,
Year Ended
December 31,
Year Ended
December 31,
202120202019202120202019202120202019
$$$$$$$$$
Teekay Tankers
Conventional Tankers(106,084)(117,213)(124,002)(92,368)(69,446)(5,544)(14,107)5,100 2,345 
Teekay Parent
Offshore Production (14,166)(29,710) (70,692)(178,330)   
Other  (195) (9,100)   127 
 (14,166)(29,905) (79,792)(178,330)  127 
Altera (1)
— — — — — —   (75,814)
(106,084)(131,379)(153,907)(92,368)(149,238)(183,874)(14,107)5,100 (73,342)
(1) Prior to its sale in May 2019, the Company accounted for its investment in Altera's general partner and common units using the equity method, and recognized an equity loss of $75.8 million for the year ended December 31, 2019. During the year ended December 31, 2019, the Company wrote-down the investment in Altera by $64.9 million (included in equity loss for the year ended December 31, 2019 in the table above) and recognized a loss on sale of $8.9 million.

F - 21

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
A reconciliation of total segment assets to total assets, presented in the accompanying consolidated balance sheets is as follows:
December 31, 2021
$
December 31, 2020
$
Teekay Tankers – Conventional Tankers1,568,1771,743,013
Teekay Parent – Offshore Production18,88630,845
Teekay Parent – Other2,80656,611
Cash and cash equivalents108,977128,743
Other assets not allocated32,914125,557
Eliminations(4,217)(5,232)
Consolidated total assets - continuing operations1,727,5432,079,537
Total assets - discontinued operations4,804,4394,866,375
Consolidated total assets6,531,9826,945,912
 
The following table includes capital expenditures by segment, excluding such amounts of the Company’s discontinued operations (see Note 23), for the periods presented in these financial statements.
December 31, 2021
$
December 31, 2020
$
Teekay Tankers – Conventional Tankers21,44716,025

4. Equity Financing Transactions
In December 2021, Teekay Parent purchased 0.4 million Teekay Tankers’ Class A common shares through open market purchases for $4.7 million at an average price of $11.27 per share. As a result of the purchases, the Company recorded a dilution gain of $5.7 million which was included in accumulated deficit for the year ended December 31, 2021. Subsequent to December 31, 2021, Teekay Parent purchased an additional 0.5 million Teekay Tankers' Class A common shares through open market purchases for $5.3 million at an average price of $10.82 per share.
On May 11, 2020, Teekay Parent and Seapeak agreed to eliminate all of Seapeak’s incentive distribution rights in exchange for the issuance to a subsidiary of Teekay Corporation of 10.75 million newly-issued Seapeak common units. Following the completion of this transaction on May 11, 2020, Teekay Parent owned approximately 36.0 common units of Seapeak and remained the sole owner of its general partner, which together represented an economic interest of approximately 42% in Seapeak. On January 13, 2022, the 36.0 million common units owned by Teekay were sold for $17.00 per common unit in cash (see Note 24).

On November 25, 2019, Teekay Tankers effected a one-for-eight reverse stock split of Teekay Tankers' Class A and Class B common shares, which reduced the number of issued and outstanding Class A and B common shares of Teekay Tankers as at December 31, 2019 from approximately 232.0 million and 37.0 million to approximately 29.0 million and 4.6 million, respectively.
5. Goodwill and Intangible Assets
The Company's goodwill and intangible assets relates to Teekay Tankers' 2015 acquisition of a ship-to-ship transfer business (previously referred to as SPT and now known as Teekay Marine Solutions or TMS) from a company jointly owned by Teekay Corporation and a Norway-based marine transportation company, I.M. Skaugen SE.
Goodwill
The carrying amount of goodwill for the years ended December 31, 2021 and 2020, excluding such amounts of the Teekay Gas Business (see Note 23), was $2.4 million.

Intangible Assets
As at December 31, 2021, the Company’s intangible assets, excluding such amounts of the Teekay Gas Business (see Note 23), consisted of: 
Gross Carrying Amount
$
Accumulated Amortization
$
Net Carrying Amount
$
Customer relationships5,706(4,212)1,494
Other intangible assets537(537)
6,243(4,749)1,494
F - 22

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)

As at December 31, 2020, the Company’s intangible assets, excluding such amounts of the Teekay Gas Business (see Note 23), consisted of: 
Gross Carrying Amount
$
Accumulated Amortization
$
Net Carrying Amount
$
Customer relationships5,706(3,717)1,989
Other intangible assets537(523)14
6,243(4,240)2,003

Amortization expense of intangible assets for the year ended December 31, 2021 was $0.5 million (2020 – $1.0 million, 2019 – $2.4 million). Amortization of intangible assets following 2021 is expected to be $0.4 million (2022), $0.4 million (2023), $0.4 million (2024) and $0.3 million (2025).
6. Accrued Liabilities and Other and Other Long-Term Liabilities
The following tables reflect the components of accrued liabilities and other and other long-term liabilities, excluding the Teekay Gas Business (see Note 23), as at the dates indicated:
Accrued Liabilities and Other
December 31, 2021
$
December 31, 2020
$
Accrued liabilities93,728122,511
Deferred revenues - current8524,208
Current portion of derivative liabilities (note 15)
1801,260
Office lease liability – current (note 1)
2,1421,595
Asset retirement obligation - current6,16112,000
103,063141,574
Other Long-Term Liabilities
December 31, 2021
$
December 31, 2020
$
Unrecognized tax benefits (note 21)
46,95651,562
Asset retirement obligation 8,79237,996
Office lease liability – long-term (note 1)
8,6669,396
Pension liabilities7,4169,172
Derivative liabilities (note 15)
597
Other678352
72,508109,075

Asset Retirement Obligations

In the first quarter of 2020, CNR International (U.K.) Limited (or CNRI) provided formal notice to Teekay of its intention to cease production in June 2020 and to decommission the Banff field shortly thereafter. As such, in the third quarter of 2020, the Company removed the Petrojarl Banff FPSO from the Banff field and redelivered the related Apollo Spirit FSO to its owners. The Company is currently in the process of recycling the FPSO unit at an EU-approved shipyard and was also required to recycle the subsea equipment following removal from the field (or Phase 2). During the first half of 2020, the ARO relating to the Petrojarl Banff FPSO unit and Phase 2 was increased based on changes to cost estimates and the carrying value of the unit was fully written down.

In April 2021, Teekay and CNRI, on behalf of the Banff joint venture, entered into a Decommissioning Services Agreement (or DSA), whereby Teekay engaged CNRI to assume full responsibility for Teekay’s remaining Phase 2 obligations. The DSA was subject to certain conditions precedent that needed to be satisfied by June 1, 2021 (or any agreed extension thereto), failing which the DSA could have been terminated by either party. On May 27, 2021, all conditions precedent of the DSA that needed to be satisfied by June 1, 2021 were met. As such, Teekay was deemed to have fulfilled its prior decommissioning obligations associated with the Banff field and the Company derecognized the ARO and its associated receivable, resulting in a $33.0 million gain that has been included in asset retirement obligation extinguishment gain in the consolidated statements of (loss) income for the year ended December 31, 2021. As at December 31, 2021, as a result of the aforementioned extinguishment, the ARO and associated receivable, which was recorded in goodwill, intangibles, and other non-current assets, were $nil and $nil, respectively (2020 – $42.4 million and $9.3 million, respectively).

F - 23

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
In March 2020, Teekay Parent entered into a new bareboat charter contract with the existing charterer of the Petrojarl Foinaven FPSO unit, which can be extended up to December 2030. Under the terms of the new contract, Teekay received a cash payment of $67 million in April 2020, and will receive a nominal per day rate over the life of the contract and a fixed lump sum payment upon redelivery, which is expected to cover the majority of the costs of recycling the FPSO unit in accordance with the EU Ship Recycling Regulation. The total costs of recycling the FPSO unit will depend on a number of factors, including, among others, the nature and extent of prevailing EU Ship Recycling Regulation, the condition of the FPSO unit, and the availability of recycling facilities.

In April 2021, the charterer of the Petrojarl Foinaven FPSO unit announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. The Company currently expects the FPSO unit will be redelivered to Teekay Parent in August 2022, at which point the Company expects to receive the fixed lump sum payment from the charterer and intends to green-recycle the FPSO unit. During the year ended December 31, 2021, the Company increased the ARO liability relating to the Petrojarl Foinaven FPSO unit by $6.6 million, which consisted of a $2.7 million increase in the present value of the liability as a result of the earlier than expected redelivery of the FPSO unit and a $3.9 million increase in the cost estimate to recycle the unit, which has been included in other loss in the consolidated statements of (loss) income. As of December 31, 2021, the carrying value of the related lease asset was $12.0 million which is comprised of the expected fixed lump sum payment, the expected residual value of the asset and the day rate to be received over the remaining life of the contract, partially offset by a credit loss provision. As of December 31, 2021, the present value of the Petrojarl Foinaven FPSO unit's estimated asset retirement obligation relating to recycling costs was $14.8 million.
7. Short-Term Debt
In November 2018, Teekay Tankers Chartering Pte. Ltd. (or TTCL), a wholly-owned subsidiary of Teekay Tankers, entered into a working capital revolving loan facility (or the Working Capital Loan), which initially provided available aggregate borrowings of up to $40.0 million for TTCL, and had an initial maturity date in May 2019, subject to extension as described below. The maximum available aggregate borrowings were subsequently increased to $80.0 million, effective December 2019. The amount available for drawdown is limited to a percentage of certain receivables and accrued revenue, which is assessed weekly. The next maturity date of the Working Capital Loan is in May 2022. The Working Capital Loan maturity date is continually extended for further periods of six months thereafter unless and until the lender gives notice in writing that no further extensions shall occur. Proceeds of the Working Capital Loan are used to provide working capital in relation to certain vessels subject to the revenue sharing agreements (or RSAs). Interest payments on drawdowns up to and including December 31, 2021 were based on LIBOR plus a margin of 3.5%. In January 2022, the interest reference rate LIBOR was replaced by the Secured Overnight Financing Rate (or SOFR), with other terms on the Working Capital Loan remaining unchanged.

The Working Capital Loan is collateralized by the assets of TTCL. The Working Capital Loan requires Teekay Tankers to maintain its paid-in capital contribution under the RSAs and the retained distributions of the RSA counterparties in an amount equal to the greater of (a) an amount equal to the minimum average capital contributed by the RSA counterparties per vessel in respect of the RSA (including cash, bunkers or other working capital contributions and amounts accrued to the RSA counterparties but unpaid) and (b) a minimum capital contribution ranging from $20.0 million to $30.0 million based on the amount borrowed. As at December 31, 2021, $25.0 million (December 31, 2020 – $10.0 million) was owing under this facility, the aggregate available borrowings were $45.4 million (December 31, 2020 - $32.0 million) and the interest rate on the facility was 3.6% (December 31, 2020 – 3.6%). As at December 31, 2021, Teekay Tankers was in compliance with all covenants in respect of this facility.
8. Long-Term Debt
The following table and subsequent information includes the Company’s long-term debt, excluding such amounts of the Teekay Gas Business (see Note 23), as at the dates indicated:
December 31, 2021
$
December 31, 2020
$
Revolving Credit Facilities due through December 2024271,167185,000
Senior Notes (9.25%) due November 2022
243,395243,395
Convertible Senior Notes (5%) due January 2023
112,184112,184
U.S. Dollar-denominated Term Loan due through August 202353,33964,568
Total principal680,085605,147
Less: unamortized discount and debt issuance costs(8,605)(22,253)
Total debt671,480582,894
Less: current portion(255,306)(10,858)
Long-term portion416,174572,036

As of December 31, 2021, the Company had one revolving credit facility (or the 2020 Revolver). The 2020 Revolver, as at such date, provided for aggregate borrowings of up to $344.9 million (December 31, 2020 - $438.4 million), of which $73.8 million was undrawn (December 31, 2020 - $253.4 million). Interest payments are based on LIBOR plus a margin, which was 2.40% as at December 31, 2021 and December 31, 2020. The aggregate amount available under the 2020 Revolver is scheduled to decrease by $78.4 million (2022), $65.3 million (2023) and $201.3 million (2024). The 2020 Revolver is collateralized by first-priority mortgages granted on 29 of the Company’s vessels, together with other related security, and includes a guarantee from Teekay's subsidiaries for the credit facility's outstanding amount.

In May 2019, the Company issued $250.0 million in aggregate principal amount of 9.25% senior secured notes at par due November 2022 (or the 2022 Notes). The 2022 Notes, which the Company redeemed in January 2022, were guaranteed on a senior secured basis by certain of the Company's subsidiaries and were secured by first-priority liens on one of Teekay Parent's FPSO units, a pledge of the equity interests in Teekay's
F - 24

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
subsidiary that owned all of Teekay's common units of Seapeak and all of Teekay’s Class A common shares of Teekay Tankers, and a pledge of the equity interests in Teekay's subsidiaries that own or previously owned Teekay Parent’s FPSO units.

The Company was entitled to redeem the 2022 Notes in whole or in part at a redemption price equal to a percentage of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date as follows: 104.625% at any time on or after November 15, 2020, but prior to November 15, 2021; 102.313% at any time on or after November 15, 2021, but prior to August 15, 2022; and 100% at any time on or after August 15, 2022. During 2020, Teekay Parent repurchased $6.6 million of the principal of the 2022 Notes in the open market for total consideration of $6.2 million. Subsequent to December 31, 2021, the Company redeemed the 2022 Notes in full (see Note 24).

On January 26, 2018, Teekay Parent completed a private offering of $125.0 million in aggregate principal amount of 5% Convertible Senior Notes due January 15, 2023 (or the Convertible Notes). At the election of the holder, the Convertible Notes are convertible into Teekay’s common stock, initially at a rate of 85.4701 shares of common stock per $1,000 principal amount of Convertible Notes. This represents an initial effective conversion price of $11.70 per share of common stock. The initial conversion price represents a premium of 20% to the concurrent common stock offering price of $9.75 per share. During 2020, Teekay Parent repurchased $12.8 million of the principal of the Convertible Notes for total consideration of $10.5 million. As of December 31, 2021 and as of January 1, 2021, upon adoption of ASU 2020-06 (see Note 1), the outstanding principal value of the Convertible Notes was $112.2 million. As of December 31, 2021 and January 1, 2021, the net carrying amount of the Convertible Notes was $111.4 million and $110.6 million, respectively, which reflected unamortized debt issuance costs of $0.8 million and $1.6 million, respectively. The estimated fair value (Level 2) of the Convertible Notes was $111.4 million and $101.6 million, as of December 31, 2021 and January 1, 2021, respectively. For the year ended December 31, 2021, total interest expense for the Convertible Notes was $6.4 million, with coupon interest expense of $5.6 million and amortization of debt issuance costs of $0.8 million. Subsequent to December 31, 2021, the Company announced that it had commenced a cash tender offer to purchase any and all of the Convertible Notes (see Note 24). The cash tender was completed in February 2022, with $85.0 million aggregate principal amount of the Convertible Notes, representing approximately 75.8% of the total outstanding as of December 31, 2021, validly tendered. In March 2022, Teekay repurchased an additional $3.8 million of the principal of the Convertible Notes. After the settlement in February 2022 and the repurchases in March 2022, approximately $23.4 million aggregate principal amount of the Convertible Notes remained outstanding.

As of December 31, 2021, the Company had one U.S. Dollar-denominated term loan outstanding, which totaled $53.3 million in aggregate principal amount (December 31, 2020 – $64.6 million). Interest payments are based on LIBOR plus a margin, which was 2.25% at December 31, 2021 and December 31, 2020. The term loan reduces in quarterly payments and has a balloon repayment due at maturity in 2023. The term loan is collateralized by first-priority mortgages on four (December 31, 2020 – four) of the Company’s vessels, together with certain other security.

The weighted-average interest rate on the Company’s aggregate long-term debt as at December 31, 2021 was 5.3% (December 31, 2020 – 5.7%). This rate does not include the effect of the Company’s interest rate swap agreements (see Note 15).

The aggregate annual long-term debt principal repayments required to be made by the Company subsequent to December 31, 2021 are $259.2 million (2022), $219.6 million (2023) and $201.3 million (2024). These repayments exclude the effect of the redemptions and repurchases made subsequent to December 31, 2021 of the 2022 Notes and the Convertible Notes.

The Company’s long-term debt agreements generally provide for maintenance of minimum consolidated financial covenants and two loan agreements require the Company to maintain a minimum hull coverage ratio of 125% of the total outstanding drawn balance and 125% of the total outstanding principal balance, respectively, for the facility periods. Such requirements are assessed on a semi-annual basis with reference to vessel valuations compiled by two or more agreed upon third parties. Should the ratios drop below the required amounts, the lender may request that the Company either prepay a portion of the loan in the amount of the shortfall or provide additional collateral in the amount of the shortfall, at the Company's option. As at December 31, 2021, the hull coverage ratios were 249% and 186% for the two loan agreements, respectively. A decline in the tanker market could negatively affect these ratios.

Certain loan agreements require Teekay Tankers to maintain minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of the greater of $35.0 million and at least 5.0% of Teekay Tankers' total consolidated debt and obligations related to finance leases.

As at December 31, 2021, the Company was in compliance with all covenants under its credit facilities and other long-term debt.
9. Operating Leases
The Company charters-in vessels from other vessel owners on time-charter-in contracts, whereby the vessel owner provides use of the vessel to the Company, and, in the case of time-charter-in contracts, also operates the vessel for the Company. A time-charter-in contract is typically for a fixed period of time, although in certain cases the Company may have the option to extend the charter. The Company typically pays the owner a daily hire rate that is fixed over the duration of the charter. The Company is generally not required to pay the daily hire rate for time charters during periods the vessel is not able to operate.

In March 2021, the charter contracts relating to the Suksan Salamander FSO unit were novated to Altera, and the in-charter contract relating to the unit was terminated at the same time. This contract termination resulted in the Company derecognizing the associated right-of-use asset and liability of $29.7 million and $29.5 million, respectively.

On March 27, 2020, concurrently with the Petrojarl Foinaven FPSO transaction with BP described in Note 2, the Company sold its subsidiary Golar-Nor (UK) Limited (or Golar-Nor) to Altera for a nominal amount plus outstanding working capital. Golar-Nor was in-chartering the Petroatlantic and Petronordic shuttle tankers. This transaction resulted in the Company derecognizing right-of-use assets and lease liabilities totaling $50.7 million and $50.7 million, respectively.


F - 25

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
For the year ended December 31, 2021, the Company incurred $12.9 million of time-charter expenses related to time-charter-in contracts with an original term of more than one year, of which $5.5 million was allocable to the lease component and $7.4 million was allocable to the non-lease component. The amounts allocable to the lease component approximate the cash paid for the amounts included in lease liabilities and are reflected as a reduction in operating cash flows for the year ended December 31, 2021. Five of Teekay Tankers' time-charter-in contracts each have an option to extend the charter for an additional one-year term. Since it is not reasonably certain that Teekay Tankers will exercise the options, the lease components of the options are not recognized as part of the right-of-use assets and lease liabilities. As at December 31, 2021, the weighted-average remaining lease term and weighted-average discount rate for these time-charter-in contracts were 1.5 years and 4.3%, respectively.

For the year ended December 31, 2021, the Company incurred $2.5 million of time-charter hire expenses related to time-charter-in contracts with an original term of one year or less.

During the year ended December 31, 2021, Teekay Tankers chartered-in two Aframax vessels, one LR2 vessel and one lightering support vessel for a period of 24 months, which resulted in the Company recognizing right-of-use assets and lease liabilities totaling $16.4 million and $16.4 million, respectively, during 2021.

During the year ended December 31, 2020, Teekay Tankers chartered-in one lightering support vessel for a period of 24 months, which resulted in the Company recognizing right-of-use assets and lease liabilities totaling $0.8 million and $0.8 million, respectively. In December 2020, Teekay Tankers entered into a time charter-in contract for one Aframax tanker newbuilding for a period of seven years, with three additional one-year extension options, which is expected to be delivered to Teekay Tankers in the fourth quarter of 2022. The Company expects to recognize a right-of-use asset and lease liability upon delivery of the vessel.

A maturity analysis of the Company’s operating lease liabilities, excluding such amounts related to discontinued operations (see Note 23), from time-charter-in contracts (excluding short-term leases) at December 31, 2021 is as follows:
Lease Commitment
Non-Lease Commitment
Total Commitment
$
$
$
Payments
20229,82513,30323,128
20234,9476,40411,351
Total payments14,77219,70734,479
Less: imputed interest(515)
Carrying value of operating lease liabilities14,257
Less: current portion(9,389)
Carrying value of long-term operating lease liabilities4,868

As at December 31, 2021, the total minimum commitments to be incurred by the Company under time-charter-in contracts were approximately $24.8 million (2022), $18.2 million (2023), $6.8 million (2024), $6.8 million (2025) and $17.8 million (thereafter), including one Aframax tanker newbuilding expected to be delivered to the Company in the fourth quarter of 2022 to commence a seven-year time charter-in contract.
10. Obligations Related to Finance Leases
December 31, 2021
$
December 31, 2020
$
Obligations related to finance leases295,828360,043
Less: unamortized discount and debt issuance costs
(1,347)
Total obligations related to finance leases294,481360,043
Less current portion(27,032)(78,476)
Long-term obligations related to finance leases267,449281,567

As at December 31, 2021, Teekay Tankers had sale-leaseback financing transactions with financial institutions relating to 14 of Teekay Tankers' vessels, including four vessels, for which the sale-leaseback financing transactions were completed in September 2021, and four vessels for which the sale-leaseback transactions were completed in November 2021. In March 2022, Teekay Tankers completed sale-leaseback financing transactions with a financial institution relating to eight additional vessels (see Note 24).

Under the sale-leaseback arrangements completed as of December 31, 2021, Teekay Tankers transferred the vessels to subsidiaries of the financial institutions (or collectively, the Lessors) and leased the vessels back from the Lessors on bareboat charters ranging from seven to 12-year terms ending between 2028 and 2030. Teekay Tankers is obligated to purchase four of the vessels upon maturity of their respective bareboat charters. Teekay Tankers also has the option to purchase each of the 14 vessels, 10 of which can be purchased between now and the end of their respective lease terms, and four of which can be purchased starting in September 2023 until the end of their respective lease terms.


F - 26

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
As at December 31, 2021, Teekay Tankers consolidates six of the 14 Lessors for financial reporting purposes as VIEs. Teekay Tankers understands that these vessels and lease operations are the only assets and operations of the Lessors. Teekay Tankers operates the vessels during the lease terms, and as a result, is considered to be the Lessors' primary beneficiary. The liabilities of the six Lessors are loans and are non-recourse to Teekay Tankers. The amounts funded to the six Lessors in order to purchase the vessels materially match the funding to be paid by Teekay Tankers' subsidiaries under these lease-back transactions. As a result, the amounts due by Teekay Tankers' subsidiaries to the six Lessors considered as VIEs have been included in obligations related to finance leases as representing the Lessors' loans.

The eight sale-leaseback transactions completed in 2021 have been accounted for as failed sales and Teekay Tankers has not derecognized the assets and continues to depreciate the assets as if it was the legal owner. Proceeds received from the sales have been set up as an obligation related to finance lease and bareboat charter hire payments made by Teekay Tankers to the Lessor are allocated between interest expense and principal repayments on the obligation related to finance lease.

The bareboat charters related to all 14 of these vessels require that Teekay Tankers maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of the greater of $35.0 million and at least 5.0% of Teekay Tankers' consolidated debt and obligations related to finance leases.

Ten of the bareboat charters require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 100% of the total outstanding principal balance. As at December 31, 2021, these ratios ranged from 106% to 134% (2020 - ranged from 121% to 156%). The remaining four of the bareboat charters require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 105% of the total outstanding principal balance. As at December 31, 2021, these ratios ranged from 132% to 140%. For 10 of the bareboat charters, should any of these ratios drop below the required amount, the Lessor may request that Teekay Tankers prepay additional charter hire. For the remaining four bareboat charters, should any of these ratios drop below the required amount, the Lessor may request that Teekay Tankers either prepay additional charter hire in the amount of the shortfall or, in certain circumstances, make a payment to reduce the outstanding principal balance or provide additional collateral satisfactory to the relevant Lessor in the amount of the shortfall, in each case to restore compliance with the relevant ratio.
The requirements of the bareboat charters are assessed annually with reference to vessel valuations compiled by one or more agreed upon third parties. As at December 31, 2021, Teekay Tankers was in compliance with all covenants in respect of its obligations related to finance leases.
The weighted average interest rate on Teekay Tankers’ obligations related to finance leases as at December 31, 2021 was 4.8% (December 31, 2020 – 7.8%).

As at December 31, 2021, Teekay Tankers' total remaining commitments related to financial liabilities of these vessels were approximately $364.6 million (December 31, 2020 – $480.9 million), including imputed interest of $68.8 million (December 31, 2020 – $120.9 million), repayable from 2022 through 2030, as indicated below:
Commitments
December 31, 2021
Year$
202240,882
202340,422
202440,031
202539,502
202639,042
Thereafter164,766
11. Fair Value Measurements and Financial Instruments
a) Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instruments and other non-financial assets.

Cash and cash equivalents and restricted cash – The fair value of the Company’s cash and cash equivalents and restricted cash approximates their carrying amounts reported in the accompanying consolidated balance sheets.

Vessels and equipment and assets held for sale – The estimated fair value of the Company’s vessels and equipment and assets held for sale was determined based on discounted cash flows, appraised values and contractual sales prices. In cases where an active second-hand sale and purchase market does not exist, the Company uses a discounted cash flow approach to estimate the fair value of an impaired vessel. In cases where an active second-hand sale and purchase market exists, an appraised value is generally the amount the Company would expect to receive if it were to sell the vessel. Such appraisal is normally completed by the Company. Other assets held for sale include working capital balances and the fair value of such amounts generally approximate their carrying value.

F - 27

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Investment in equity-accounted joint venture - The estimated fair value of the Company’s investment in its equity-accounted joint venture includes an estimate of the fair value of the joint venture's VLCC (see Note 22), which is determined based on appraised values. In cases where an active second-hand sale and purchase market exists, an appraised value is generally the amount the joint venture would expect to receive if it were to sell the vessel. The appraised values are provided by third parties where available or prepared by the Company based on second-hand sale and purchase market data. The joint venture also has long-term debt, which fair value is estimated using discounted cash flow analyses, based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the joint venture. Other assets and liabilities included in the joint venture's balance sheet include working capital balances and the fair value of such amounts generally approximate their carrying value.

Long-term debt – The fair value of the Company’s fixed-rate and variable-rate long-term debt is either based on quoted market prices or estimated by the Company using discounted cash flow analyses, based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the Company. Alternatively, if the fixed-rate and variable-rate long-term debt is held for sale the fair value is based on the estimated sales price.

Long-term obligation related to finance leases – The fair value of the Company's long-term obligation related to finance leases is estimated by the Company using discounted cash flow analyses, based on rates currently available for debt with similar terms and remaining maturities and the current credit worthiness of the Company.

Derivative instruments – The fair value of the Company’s derivative instruments is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account, as applicable, fixed interest rates on interest rate swaps, current interest rates, foreign exchange rates, and the current credit worthiness of both the Company and the derivative counterparties. The estimated amount is the present value of future cash flows. The Company transacts all of its derivative instruments through investment-grade rated financial institutions at the time of the transaction and requires no collateral from these institutions. Given the volatility in the credit markets, it is reasonably possible that the amounts recorded as derivative assets and liabilities could vary by material amounts in the near term.

The Company categorizes its fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1.Observable inputs such as quoted prices in active markets;
Level 2.Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the Company’s financial instruments that are not accounted for at a fair value on a recurring basis. All amounts exclude all assets and liabilities of the Teekay Gas Business (see Note 23).
December 31, 2021December 31, 2020
Fair Value
Hierarchy
Level
Carrying
Amount
Asset (Liability)
$
Fair
Value
Asset (Liability)
$
Carrying
Amount
Asset (Liability)
$
Fair
Value
Asset (Liability)
$
Recurring
Cash, cash equivalents and restricted cashLevel 1114,339 114,339 134,664 134,664 
 Derivative instruments (note 15)
Interest rate swap agreements – assets (1)
Level 2550 550   
Interest rate swap agreements – liabilities (1)
Level 2  (2,405)(2,405)
Foreign currency contractsLevel 2(58)(58)  
Freight forward agreementsLevel 2(4)(4)  
Non-recurring
Vessels and equipment (note 18)
Level 2  59,250 59,250 
Assets held for sale (note 18)
Level 240,854 40,854 31,680 31,680 
Operating lease right-of-use assets (note 18)
Level 2  1,799 1,799 
Investment in equity-accounted investment (note 22)
Level 29,174 9,174   
Other
Advances to equity-accounted joint venture – long-term
(2)
3,780 
(2)
5,280 
(2)
Short-term debt (note 7)
Level 2(25,000)(25,000)(10,000)(10,000)
Long-term debt, including current portion – public (note 8)
Level 1(239,807)(240,963)(235,653)(237,700)
Long-term debt, including current portion – non-public (note 8)
Level 2(431,673)(436,892)(347,241)(344,043)
Obligations related to finance leases, including current portion
(note 10)
Level 2(294,481)(306,386)(360,043)(411,740)
(1)The fair value of the Company’s interest rate swap agreements at December 31, 2021 includes $nil (December 31, 2020 – $0.5 million) accrued interest expense which is recorded in accrued liabilities on the consolidated balance sheets.
F - 28

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
(2)In the consolidated financial statements, the Company’s advances to and investments in equity-accounted investments form the aggregate carrying value of the Company’s interests in entities accounted for by the equity method. The fair value of the advances to its equity-accounted joint venture was not determinable.

12. Capital Stock
The authorized capital stock of Teekay at December 31, 2021, 2020, and 2019, was 25 million shares of Preferred Stock, with a par value of $1 per share, and 725 million shares of Common Stock, with a par value of $0.001 per share. As at December 31, 2021, 101,571,141 shares of Common Stock (2020 – 101,108,886) were issued and outstanding and no shares of Preferred Stock issued.

In December 2020, Teekay filed a continuous offering program (or COP) under which Teekay may issue shares of its common stock, at market prices up to a maximum aggregate amount of $65.0 million. As of the date of this Annual Report, no shares of common stock have been issued under this COP.

Dividends may be declared and paid out of surplus, but if there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Surplus is the excess of the net assets of the Company over the aggregated par value of the issued shares of Teekay. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of common stock are entitled to share equally in any dividends that the Board of Directors may declare from time to time out of funds legally available for dividends.
Stock-based compensation
In March 2013, the Company adopted the 2013 Equity Incentive Plan (or the 2013 Plan) and suspended the 1995 Stock Option Plan and the 2003 Equity Incentive Plan (collectively referred to as the Plans). As at December 31, 2021, the Company had reserved 5,158,441 (2020 – 5,581,663) shares of Common Stock pursuant to the 2013 Plan, for issuance upon the exercise of options or equity awards granted or to be granted.

No stock options were granted by the Company during the years ended 2021 and 2020. During the year ended December 31, 2019, the Company granted options under the 2013 Plan to acquire up to 2,620,582 shares of Common Stock, to certain eligible officers, employees and directors of the Company. The options under the Plans have ten-year terms and vest equally over three years from the grant date. All options outstanding as of December 31, 2021, expire between March 8, 2021 and March 14, 2029, ten years after the date of each respective grant.

A summary of the Company’s stock option activity and related information for the years ended December 31, 2021, 2020, and 2019, are as follows:
December 31, 2021December 31, 2020December 31, 2019
Options
(000’s)
#
Weighted-Average
Exercise Price
$
Options
(000’s)
#
Weighted-Average
Exercise Price
$
Options
(000’s)
#
Weighted-Average
Exercise Price
$
Outstanding – beginning of year 5,58410.026,07510.773,75415.54
Granted 2,6293.98
Exercised
Forfeited / expired (135)14.22(491)19.35(308)11.07
Outstanding – end of year5,4499.905,58410.026,07510.77
Exercisable – end of year 4,69010.863,49013.172,56518.25

A summary of the Company’s non-vested stock option activity and related information for the years ended December 31, 2021, 2020 and 2019, are as follows:
December 31, 2021December 31, 2020December 31, 2019
Options
(000’s)
#
Weighted-Average
Grant Date Fair Value
$
Options
(000’s)
#
Weighted-Average
Grant Date Fair Value
$
Options
(000’s)
#
Weighted-Average
Grant Date Fair Value
$
Outstanding non-vested stock options –
beginning of year
2,0941.973,5102.261,8004.25
Granted2,6291.53
Vested(1,309)2.22(1,384)2.64(807)4.18
Forfeited(26)1.73(32)4.71(112)3.33
Outstanding non-vested stock options –
end of year
7591.532,0941.973,5102.26

The weighted average grant date fair value for non-vested options forfeited in 2021 was nominal (2020 – $0.2 million, 2019 – $0.4 million).

F - 29

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
As of December 31, 2021, there was $0.2 million of total unrecognized compensation cost related to non-vested stock options granted under the Plans, which amount is expected to be recognized during 2022. During the years ended December 31, 2021, 2020, and 2019, the Company recognized $1.0 million, $1.9 million and $3.0 million, respectively, of compensation cost relating to stock options granted under the Plans. No options were exercised during the years ended December 31, 2021, 2020 and 2019.

As at December 31, 2021, the intrinsic value of outstanding and exercisable stock options was $nil (2020 – $nil). As at December 31, 2021, the weighted-average remaining life of options vested and expected to vest was 5.7 years (2020 – 6.7 years).

Further details regarding the Company’s outstanding and exercisable stock options at December 31, 2021 are as follows:
Outstanding OptionsExercisable Options
Range of Exercise PricesOptions
(000’s)
#
Weighted- Average
Remaining Life
(Years)
Weighted-
Average Exercise Price
$
Options
(000’s)
#
Weighted- Average
Remaining Life
(Years)
Weighted-
Average Exercise Price
$
$0.00 – $4.99
2,5277.23.981,7687.23.98
$5.00 – $9.99
1,6815.48.971,6815.48.97
$10.00 – $19.99
5895.210.185895.210.18
$20.00 – $59.99
6521.435.026521.435.02
5,4495.79.904,6905.510.86

The weighted-average grant-date fair value of options granted during 2019 was $1.53. The fair value of each option granted was estimated on the date of the grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used in computing the fair value of the options granted: expected volatility of 65.2% in 2019; expected life of 5.5 years in 2019; dividend yield of 5.9% in 2019; risk-free interest rate of 2.5% in 2019; and estimated forfeiture rate of 6.0% in 2019. The expected life of the options granted was estimated using the historical exercise behavior of employees. The expected volatility was generally based on historical volatility as calculated using historical data during the five years prior to the grant date.

The Company grants restricted stock units and, in 2021 granted, performance share units to certain eligible officers and employees of the Company. Each restricted stock unit, performance share unit and restricted stock award is equal in value to one share of the Company’s common stock (or with respect to the performance share units, one common unit of Seapeak), plus reinvested dividends or distributions from the grant date to the vesting date. The restricted stock units vest equally over three years from the grant date. The performance share units vest one-third in the month of June of 2022, 2023 and 2024 or in full immediately following closing of the sale of the Teekay Gas Business, which occurred in January 2022. Upon vesting, the value of the restricted stock units and restricted stock awards are paid to each grantee in the form of shares and the value of the performance share units is paid to each grantee in the form of cash.

During 2021, the Company granted 355,944 restricted stock units with a fair value of $1.4 million and 489,443 performance share units with a fair value of $5.7 million, to certain of the Company’s officers and employees. During 2021, a total of 880,320 restricted stock units with a market value of $4.7 million vested and that amount, net of withholding taxes, was paid to grantees by issuing 222,590 shares of common stock, with the issuance of a remaining 481,341 shares deferred. During 2020, the Company granted 986,314 restricted stock units with a fair value of $3.1 million, to certain of the Company’s employees. During 2020, a total of 480,498 restricted stock units with a market value of $3.0 million vested and that amount, net of withholding taxes, was paid to grantees by issuing 256,780 shares of common stock. During 2019, the Company granted 831,118 restricted stock units with a fair value of $3.3 million, to certain of the Company’s employees. During 2019, a total of 317,283 restricted stock units with a market value of $3.0 million vested and that amount, net of withholding taxes, was paid to grantees by issuing 182,653 shares of common stock. For the year ended December 31, 2021, the Company recorded an expense of $2.3 million (2020 – $3.1 million, 2019 – $3.3 million) related to the restricted stock units.

During 2021, the Company also granted 149,366 (2020 – 203,468 and 2019 – 111,808) shares as restricted stock awards with a fair value of $0.6 million (2020 – $0.6 million and 2019 – $0.4 million), based on the quoted market price, to certain of the Company’s directors. The shares of restricted stock are issued when granted.

Share-based Compensation of Subsidiaries

During the years ended December 31, 2021, 2020 and 2019, 26,985, 29,595 and 35,419 common units of Seapeak, respectively, and 16,772, 13,125 and 19,918 shares of Class A common stock of Teekay Tankers, respectively, with aggregate values of $0.7 million, $0.6 million, and $0.7 million, respectively, were granted and issued to the non-management directors of the general partner of Seapeak and the non-management directors of Teekay Tankers as part of their annual compensation for 2021, 2020 and 2019.

Seapeak and Teekay Tankers grant equity-based compensation awards as incentive-based compensation to certain employees of Teekay’s subsidiaries that provide services to Seapeak and Teekay Tankers. During 2021, 2020 and 2019, Seapeak granted restricted unit awards and Teekay Tankers granted restricted stock-based compensation awards with respect to 67,102, 243,940 and 80,100 units of Seapeak and 109,953, 182,120 and 99,064 Class A common shares of Teekay Tankers, respectively, with aggregate grant date fair values of $2.8 million, $6.2 million and $2.0 million, respectively, based on Seapeak and Teekay Tankers’ closing unit or stock prices on the grant dates.

F - 30

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Each restricted unit or restricted stock unit is equal in value to one of Seapeak’s or Teekay Tankers’ common units or common shares plus reinvested distributions or dividends from the grant date to the vesting date. The awards vest equally over three years from the grant date. Any portion of an award that is not vested on the date of a recipient’s termination of service is canceled, unless their termination arises as a result of the recipient’s retirement, in which case the award will continue to vest in accordance with the vesting schedule. Upon vesting, the awards are paid to a substantial majority of the grantees in the form of common units or common shares, net of withholding tax.

No stock options were granted by Seapeak or Teekay Tankers during the years ended December 31, 2021 and 2020. During March 2019, Teekay Tankers granted 218,223 stock options, with an exercise price of $8.00 per share that have a ten-year term and vest equally over three years from the grant date to an officer of Teekay Tankers and to certain employees at Teekay that provide services to Teekay Tankers. During March 2019, Teekay Tankers also granted 58,843 stock options with an exercise price of $8.00 per share that have a ten-year term and vest immediately to non-management directors of Teekay Tankers.
13. Related Party Transactions
Until the sale of the Teekay Gas Business in January 2022, the Company provided ship management and corporate services to certain of its equity-accounted joint ventures that own and operate LNG carriers on long-term charters, all of which form part of discontinued operations as at December 31, 2021. In addition, the Company was reimbursed for costs incurred by the Company for its seafarers operating these LNG carriers. During the years ended December 31, 2021, 2020 and 2019, the Company earned $82.8 million, $78.3 million and $68.8 million, respectively, of fees pursuant to these management agreements and reimbursement of costs. Such amounts are reflected in discontinued operations (see Note 23) in the consolidated statements of (loss) income. On October 4, 2021, the Company entered into an agreement to, among other things, sell certain subsidiaries which collectively contain the shore-based management operations for certain of Teekay LNG Partners’ joint ventures (see Note 23). This sale closed on January 13, 2022 (see Note 24). Following this sale, the Company no longer provides ship management services to Teekay LNG Partners but does continue to provide certain corporate services to Seapeak for a period of months following the closing of the sale.

In September 2018, Seapeak entered into an agreement with its 52%-owned joint venture with Marubeni Corporation (or the MALT Joint Venture) to charter in one of the MALT Joint Venture's LNG carriers, the Magellan Spirit, which charter had an original term of two years and was further extended by 21 months to June 2022. Time-charter hire expense for the year ended December 31, 2021 was $23.5 million (December 31, 2020 – $23.6 million, December 31, 2019 - $20.0 million) and such amounts are reflected in discontinued operations (see Note 23) in the consolidated statements of (loss) income.
On May 11, 2020, Teekay and Seapeak agreed to eliminate all of Seapeak's incentive distribution rights, which were held by Teekay GP LLC, in exchange for the issuance to a subsidiary of Teekay Corporation of 10.75 million newly-issued common units of Seapeak. The common units were valued at $122.6 million, based on the prevailing unit price at the time of issuance. As a result of the share issuance of Seapeak, the Company recorded a decrease to accumulated deficit of $116.6 million and an increase to accumulated other comprehensive loss of $9.0 million with a corresponding decrease in non-controlling interests of $107.6 million. The $116.6 million represents Teekay’s dilution gain from the issuance of new common units by Seapeak and is credited directly to equity, and the $9.0 million represents the change in Teekay's interest in Seapeak's accumulated other comprehensive loss. On January 13, 2022, in connection with the Seapeak merger and the closing of the sale of the Teekay Gas Business, all Seapeak common units owned by Teekay were sold for cash in an amount of $17.00 per common unit (see Note 24).
On May 8, 2019, Teekay sold to Brookfield Business Partners L.P. (or Brookfield) all of the Company’s remaining interests in Altera Infrastructure L.P. (or Altera) (previously known as Teekay Offshore Partners (or Teekay Offshore)), which included the Company’s 49% general partner interest, common units, warrants, and an outstanding $25 million loan from the Company to Altera (described below), for total cash proceeds of $100 million (or the 2019 Brookfield Transaction).

Subsequent to the deconsolidation of Altera in September 2017 and prior to the 2019 Brookfield Transaction, the Company accounted for its investment in Altera's general partner and common units under the equity method of accounting. Based on the 2019 Brookfield Transaction, the Company remeasured its investment in Altera to fair value at March 31, 2019 based on the Altera publicly-traded unit price at that date, resulting in a write-down of $64.9 million reflected in equity loss on the Company's consolidated statements of loss for the year December 31, 2019. The Company recognized a loss on sale of $8.9 million upon completion of the 2019 Brookfield Transaction in May 2019, reflected in equity loss on the Company's consolidated statements of loss for the year December 31, 2019.

Revenues recognized by the Company for services provided to Altera during the periods that Altera was a related party to the Company during the year ended December 31, 2019 were $7.6 million, which were recorded in revenues on the Company's consolidated statements of (loss) income. Fees paid by the Company to Altera for services provided by Altera to the Company during the period that Altera was a related party to the Company during the year ended December 31, 2019 were $9.6 million and were recorded in vessel operating expenses and general and administrative expenses on the Company's consolidated statements of (loss) income. 

During the period that Altera was a related party to the Company, two shuttle tankers and three FSO units of Altera were employed on long-term time-charter-out or bareboat contracts with subsidiaries of Teekay. Time-charter hire expense paid by the Company to Altera during the period that Altera was a related party to the Company for the year ended December 31, 2019 were $20.8 million.
F - 31

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
14. Other Loss
Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
ARO liability increase (1)
(6,602)
Repurchase of sale-leaseback vessels (2)
(2,131)
Gain on bond repurchases (3) (4)
1,470(10,601)
Credit loss provision (5)
(2,490)(901)
ARO accretion (6)
(1,792)(3,260)(1,556)
Miscellaneous income (loss)2391,153(310)
Other loss(12,776)(1,538)(12,467)
(1)During the year ended December 31, 2021, the Company increased the present value of its estimated ARO liability relating to the Petrojarl Foinaven FPSO unit by $2.7 million as a result of the earlier than expected redelivery of the FPSO unit (see Note 6) and increased the ARO liability by a further $3.9 million due to an increase in the estimated costs to recycle the unit.
(2)Premiums paid by Teekay Tankers in relation to the repurchase of eight vessels previously under sale-leaseback arrangements during 2021 (see Note 10).
(3)During 2020, the Company repurchased some of its Convertible Notes and 2022 Notes in the open market. The Company acquired $12.8 million of the principal of the Convertible Notes for total consideration of $10.5 million and $6.6 million principal of the 2022 Notes for total consideration of $6.2 million. The Company recognized a gain of $1.5 million in 2020 related to these repurchases (see Note 8).
(4)In May 2019, the Company completed a cash tender offer and purchased $460.9 million in aggregate principal amount of its 8.5% senior notes due in January 2020 (or the 2020 Notes) and issued $250.0 million in aggregate principal amount of its 2022 Notes. The Company recognized a loss of $10.6 million on the purchase of the 2020 Notes for the year ended December 31, 2019.
(5)Unrealized credit loss provision related to the Petrojarl Foinaven FPSO unit sales-type lease.
(6)Net ARO expense reflecting the accretion of the present value of ARO liabilities relating to Petrojarl Foinaven FPSO and Petrojarl Banff FPSO units (see Notes 1 and 6).
15. Derivative Instruments and Hedging Activities
The Company uses derivatives to manage certain risks in accordance with its overall risk management policies.
Foreign Exchange Risk
From time to time the Company economically hedges portions of its forecasted expenditures denominated in foreign currencies with foreign currency forward contracts. As at December 31, 2021, the Company was committed to the following foreign currency forward contracts:

Fair Value / Carrying
Amount of Asset /
(Liability)
$
Contract Amount inExpected Maturity
$
Foreign Currency
Average Forward Rate (1)
2022
GBP4,0000.73945(58)5,409
(1) Average contractual exchange rate represents the contracted amount of foreign currency one U.S. Dollar will buy.

Forward Freight Agreements

The Company uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized gains (losses) on derivative instruments in the Company's consolidated statements of (loss) income.
Interest Rate Risk
The Company enters into interest rate swap agreements, which exchange a receipt of floating interest for a payment of fixed interest, to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. Excluding the interest rate swaps held by Teekay Gas Business, the Company does not designate any of its interest rate swap agreements as cash flow hedges for accounting purposes.

As at December 31, 2021, the Company was committed to the following interest rate swap agreement, excluding those held by the Teekay Gas Business (see Note 23), related to its LIBOR-based debts, whereby certain of the Company’s floating-rate debt obligations were swapped with fixed-rate obligations:
F - 32

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Interest
Rate
Index
Principal
Amount
$
Fair Value /
Carrying
Amount of
Asset /
(Liability)
$
Remaining
Term
(years)
Fixed
Interest
Rate
(%)
(1)
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swap agreement (1)
LIBOR50,0005503.00.76
(1)Excludes the margins the Company pays on its variable-rate long-term debts, which, as of December 31, 2021, ranged from 2.25% to 2.40%.
Stock Purchase Warrants

Prior to the 2019 Brookfield Transaction, Teekay held 15.5 million Brookfield Transaction Warrants and 1,755,000 Series D Warrants of Altera (see Note 13). As part of the 2019 Brookfield Transaction, Teekay sold to Brookfield all of the Company’s remaining interests in Teekay Offshore, which included, among other things, both the Brookfield Transaction Warrants and Series D Warrants.

Tabular Disclosure
The following table presents the location and fair value amounts of derivative instruments, excluding those held by the Teekay Gas Business (see Note 23), segregated by type of contract, on the Company’s consolidated balance sheets.
Goodwill, Intangibles and Other Non-Current Assets
Accrued Liabilities and Other (1)
Accrued Liabilities and Other (2)
Other long-term liabilities
As at December 31, 2021
Derivatives not designated as a cash flow hedge:
Foreign currency contracts(58)
Interest rate swap agreement668(118)
Forward freight agreements(4)
668(180)
Goodwill, Intangibles and Other Non-Current Assets
Accrued Liabilities and Other (1)
Accrued Liabilities and Other (2)
Other long-term liabilities
As at December 31, 2020
Derivatives not designated as a cash flow hedge:
Interest rate swap agreements(548)(1,260)(597)
(1)Represents accrued interest related to derivative instruments recorded in accrued liabilities and other on the consolidated balance sheets (see Note 6).
(2)Represents the current portion of derivative liabilities recorded in accrued liabilities and other on the consolidated balance sheets (see Note 6).


Realized and unrealized (losses) gains from derivative instruments that are not designated for accounting purposes as cash flow hedges are recognized in earnings and reported in realized and unrealized (losses) gains on non-designated derivative instruments, excluding those held by the Teekay Gas Business (see Note 23), in the consolidated statements of (loss) income as follows:
F - 33

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Year Ended
December 31, 2021
$
Year Ended
December 31, 2020
$
Year Ended
December 31, 2019
$
Realized (losses) gains relating to:
Interest rate swap agreements(1,275)(857)1,788
Foreign currency forward contracts(31)379
Stock purchase warrants(25,559)
Forward freight agreements(572)(1,242)1,490
(1,878)(1,720)(22,281)
Unrealized gains (losses) relating to:
Interest rate swap agreements2,407(889)(4,988)
Foreign currency forward contracts(58)
Stock purchase warrants26,900
Time-charter swap agreement40
Forward freight agreements(4)86(29)
2,345(803)21,923
Total realized and unrealized gains (losses) on derivative instruments467(2,523)(358)

The Company is exposed to credit loss to the extent the fair value represents an asset in the event of non-performance by the counterparty to the interest rate swap agreement; however, the Company does not anticipate non-performance by the counterparty. In order to minimize counterparty risk, the Company only enters into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transaction. In addition, to the extent possible and practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.
16. Commitments and Contingencies
a)Liquidity
Management is required to assess if the Company will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of its financial statements. The Company had consolidated net loss from continuing operations of $277.5 million and ($141.9) million of consolidated cash flows from operating activities related to continuing operations during the year ended December 31, 2021. The Company ended the year with a working capital deficit, relating to continuing operations, of $126.6 million. This working capital deficit included approximately $255.3 million related to scheduled maturities and repayments of debt in the next 12 months.

Based on Teekay Tankers' liquidity as at the date these consolidated financial statements were issued, including the liquidity generated from the sale of one tanker in February 2022, the completion of the sale-leaseback of eight vessels in March 2022 and the expected sale of two additional tankers during the second quarter of 2022 (see Note 24), as well as from the expected cash flows from the Company's operations over the following year, Teekay Tankers estimates that it will have sufficient liquidity to meet its minimum liquidity requirements under financial covenants and to continue as a going concern for at least a one-year period following the issuance of these consolidated financial statements.

Based on the Company’s liquidity at the date these consolidated financial statements were issued, the cash proceeds from the sale of the Teekay Gas Business (less amount paid to redeem the 2022 Notes and to repurchase in the tender offer the Convertible Notes) and the liquidity the Company expects to generate from operations over the following year, the Company expects that it will have sufficient liquidity to continue as a going concern for at least the one-year period following the issuance of these consolidated financial statements.
b)Legal Proceedings and Claims
The Company may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. The Company believes that any adverse outcome of existing claims, individually or in the aggregate, would not have a material effect on its financial position, results of operations or cash flows, when taking into account its insurance coverage and indemnifications from charterers.
During 2021, Teekay Tankers completed the repurchase of eight vessels from one Lessor. In April 2021, Teekay Tankers was served with a claim from the counterparty of the bareboat charters relating to these vessels, for reimbursement of breakage costs in respect of interest rate swaps that were entered into by the counterparty at the time of the original transaction in connection with the counterparty's then-underlying financing. Teekay Tankers filed a defense to this claim in June 2021, rejecting the claim that Teekay Tankers is responsible for paying these breakage cost reimbursements under the terms of the bareboat charters. As of December 31, 2021, the amount of breakage costs being claimed was $7.3 million. No loss provision in respect of this claim has been made by Teekay Tankers based on its assessment of the merits of the claim.
F - 34

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
c)Other
The Company enters into indemnification agreements with certain officers and directors. In addition, the Company enters into other indemnification agreements in the ordinary course of business. The maximum potential amount of future payments required under these indemnification agreements is unlimited. However, the Company maintains what it believes is appropriate liability insurance that reduces its exposure and enables the Company to recover future amounts paid up to the maximum amount of the insurance coverage, less any deductible amounts pursuant to the terms of the respective policies, the amounts of which are not considered material.

17. Supplemental Cash Flow Information
a)Total cash, cash equivalents, restricted cash, and cash and restricted cash held for sale are as follows:
December 31, 2021December 31, 2020December 31, 2019
$$$
Cash and cash equivalents108,977128,743176,067
Restricted cash – current2,2272,7863,088
Restricted cash – non-current3,1353,1355,466
Current assets - discontinued operations - cash 101,190220,042177,174
Current assets - discontinued operations - restricted cash 11,8888,35853,689
Non-current assets - discontinued operations - restricted cash38,10342,82639,383
Assets held for sale - cash1,121
Assets held for sale - restricted cash337
265,520405,890456,325

Excluding the Teekay Gas Business, the Company maintains or maintained, restricted cash deposits relating to certain freight forward agreements (see Note 15), for certain contracts related to the ship-to-ship transfer business and for the LNG terminal management business, prior to its sale in April 2020 (see Note 18). Attached to the LNG terminal management contracts were certain performance guarantees which were required to be issued by the Company and have now been terminated. The Company also maintains restricted cash deposits as required by the Company's obligations related to finance leases (see Note 10).

b)The changes in operating assets and liabilities, excluding changes related to the Teekay Gas Business (see Note 23), for the years ended December 31, 2021, 2020 and 2019, are as follows:
 Year Ended December 31,
 202120202019
$$$
Accounts receivable 83,46032,760(44,995)
Prepaid expenses and other4,01668,052(107,060)
Accounts payable (77,972)(6,365)103,315
Accrued liabilities and other(44,525)(203)40,699
Receipts from direct financing and sales-type leases (1)
66,369
Asset retirement obligation expenditures(1,419)(17,458)
Expenditures for drydocking(26,974)(24,655)(48,250)
(63,414)118,500(56,291)
(1)Included in the balance for the year ended December 31, 2020 is a payment received by the Company in April 2020 as part of the bareboat charter with BP for the Petrojarl Foinaven FPSO. See Note 2.

c)Cash interest paid, including realized interest rate swap settlements, during the years ended December 31, 2021, 2020 and 2019, totaled $64.5 million, $82.9 million and $122.4 million, respectively.
d)On May 11, 2020, Teekay Parent and Seapeak eliminated all of the Seapeak's incentive distribution rights, which were held by Seapeak's general partner, in exchange for the issuance to a subsidiary of Teekay Corporation of newly-issued common units of Seapeak. This transaction was treated as a non-cash transaction in the Company's consolidated statements of cash flows.
e)On March 27, 2020, Teekay Parent sold Golar-Nor to Altera (see Note 9). Among the assets and liabilities of Golar-Nor that were deconsolidated concurrently with the sale were Golar-Nor's operating lease right-of-use assets and operating lease liabilities relating to the Petroatlantic and Petronordic shuttle tankers totaling $50.7 million and $50.7 million, respectively.
f)During the years ended December 31, 2021, December 31, 2020 and December 31, 2019, the Company entered into new or extended operating leases, primarily for in-chartered vessels, which resulted in the recognition of additional operating lease right-of-use assets and operating lease liabilities of $16.4 million, $0.8 million and $47.7 million, respectively.
F - 35

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
g)The associated sale of the Toledo Spirit Suezmax tanker by its owner during the year ended December 31, 2019, resulted in the vessel being returned to its owner with the obligations related to finance lease being concurrently extinguished. As a result, the sale of the vessel and the concurrent extinguishment of the corresponding obligation related to finance lease of $23.6 million for the year ended December 31, 2019, was treated as a non-cash transaction in the Company's consolidated statements of cash flows and is included in net operating cash flows related to discontinued operations.
h)As at December 31, 2018, Seapeak had advanced $79.1 million to the Bahrain LNG Joint Venture and these advances were repayable on November 14, 2019. On the repayment date, Seapeak agreed to convert $7.9 million of advances into equity and agreed to convert the remaining advances of $71.2 million into a subordinated loan at an interest rate of 6% with no fixed repayment terms. Both of these transactions were treated as non-cash transactions in the Company's consolidated statements of cash flows for the year ended December 31, 2019 and are included in net operating cash flows related to discontinued operations.
18. (Write-down) and Gain (Loss) on Sale of Assets
The Company's write-downs and vessel sales generally relate to vessels approaching the end of their useful lives as well as other vessels it strategically sells, or is attempting to sell, to reduce exposure to a certain vessel class.

The following table shows the (write-downs) and gains (losses) on sale of assets for the years ended December 31, 2021, 2020, and 2019:
(Write-down) and Gain (Loss) on Sale of Assets
Year Ended December 31,
SegmentAsset TypeCompletion of Sale Date2021
$
2020
$
2019
$
Teekay Parent Segment – Offshore Production (1)
2 FPSO units
N/A (70,693)(175,000)
Teekay Parent Segment - Offshore Production (2)
1 FPSO unit
N/A  (3,330)
Teekay Parent Segment - Other (3)
Operating lease right-of-use assetN/A (9,100) 
Teekay Tankers Segment - Conventional Tankers (4)(5)
4 Suezmaxes
N/A(66,916)  
Teekay Tankers Segment - Conventional Tankers (4)
3 LR2 Tankers
N/A(18,381)  
Teekay Tankers Segment - Conventional Tankers (4) (6)
2 Aframaxes
N/A(4,314)(4,936) 
Teekay Tankers Segment – Conventional Tankers (6)
4 Aframaxes
N/A
 (25,869) 
Teekay Tankers Segment – Conventional Tankers (6)(7)
2 Aframaxes
Feb-2021 (22,579) 
Teekay Tankers Segment - Conventional Tankers (6)(8)
2 Aframaxes
Sep/Nov-2021(2,042)(13,634) 
Teekay Tankers Segment – Conventional Tankers (9)
(9)
Apr-2020 3,081  
Teekay Tankers Segment – Conventional Tankers
3 Suezmaxes
Feb/Mar-2020 (2,627) 
Teekay Tankers Segment – Conventional Tankers
3 Suezmaxes
Dec-2019/Feb-2020
  (5,544)
Teekay Tankers Segment – Conventional TankersOperating lease right-of-use assets
N/A
(715)(2,881) 
Total(92,368)(149,238)(183,874)
(1)During the years ended December 31, 2020 and December 31, 2019, Teekay Parent recognized impairment charges in respect of two of its FPSO units. In the first quarter of 2020, CNRI provided formal notice to Teekay of its intention to cease production in June 2020 and decommission the Banff field shortly thereafter. As such, in the third quarter of 2020, the Company removed the Petrojarl Banff FPSO unit from the Banff field and redelivered the Apollo Spirit FSO to its owner. During 2020, the ARO relating to the Petrojarl Banff FPSO unit and Phase 2 was increased based on changes to cost estimates and the carrying value of the unit was fully written down. During 2020, the Company also made changes to its expected cash flows from the Sevan Hummingbird FPSO unit based on the market environment and oil prices, and contract discussions with the customer, which resulted in a full write-down of its carrying value.
(2)On March 27, 2020, the Company entered into a bareboat charter agreement for the Petrojarl Foinaven FPSO unit, which was accounted for as a sales-type lease and resulted in the recognition of a gain of $44.9 million during the year ended December 31, 2020. See Note 2.
(3)During the year ended December 31, 2020, the Company made changes to its expected cash flows from the Suksan Salamander FSO unit, which it in-chartered from Altera under an operating lease, to take into account progress relating to the early termination of the in-charter and the novation of the charter contracts with the customer to Altera. The novation of the charter contracts was completed in the first quarter of 2021 and the in-charter terminated at the same time. The ROU asset was written down to its estimated fair value, using a discounted cash flow approach.
(4)During the year ended December 31, 2021, Teekay Tankers wrote down the carrying values of three Suezmax tankers, three LR2 tankers and one Aframax tanker by $85.0 million to their estimated fair values using appraised values provided by third parties, primarily due to a weaker near-term tanker market outlook and a reduction in charter rates as a result of the current economic environment, which has been impacted by the COVID-19 global pandemic. In March 2022, Teekay Tankers agreed to the sale of one Aframax tanker for a sales price of $15.0 million (see Note 24). The vessel is expected to be delivered to its new owner in April 2022 and therefore, the vessel and its bunker and lube oil inventory are classified as held for sale on the Company's consolidated balance sheet as at December 31, 2021. During the year ended December 31, 2021, the vessel was written down to its estimated sales price less estimated selling costs.
(5)In January 2022, Teekay Tankers agreed to the sale of one Suezmax tanker for a sales price of $15.5 million (see Note 24). The vessel was delivered to its new owner in February 2022 and therefore, the vessel and its bunker and lube oil inventory are classified as held for sale on the Company's consolidated balance sheet as at December 31, 2021. During the year ended December 31, 2021, the vessel was written down to its agreed sales price less selling costs.
F - 36

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
(6)During the year ended December 31, 2020, Teekay Tankers wrote down the carrying values of nine Aframax tankers to their estimated fair values, using appraised values provided by third parties, primarily due to a weaker near-term tanker market outlook and a reduction of charter rates as a result of the current economic environment, which had been impacted by the COVID-19 global pandemic. Teekay Tankers recorded a write-down of $65.4 million related to these vessels. In January 2022, Teekay Tankers agreed to the sale of one of the previously written-down Aframax vessels for a price of $13.1 million (see Note 24). The vessel is expected to be delivered to its new owner in April 2022 and therefore, the vessel and its bunker and lube oil inventory are classified as held for sale on the Company's consolidated balance sheet as at December 31, 2021.
(7)During the year ended December 31, 2021, Teekay Tankers agreed to the sale of two Aframax tankers for an aggregate sales price of $32.0 million. The vessels were delivered to their new owners in March 2021 and both vessels and their related bunkers and lube oil inventory were classified as held for sale on the Company's consolidated balance sheet as at December 31, 2020. The vessels were written down to their agreed sales price less selling costs.
(8)During the year ended December 31, 2021, Teekay Tankers sold two Aframax tankers recognizing a gain on sale of $0.5 million. These vessels were delivered to their new owners in September and November 2021. During the year ended December 31, 2021, the two tankers were written down to their estimated sales price less estimated selling costs.
(9)On April 30, 2020, Teekay Tankers completed the sale of the non-US portion of its ship-to-ship support services business as well as its LNG terminal management business for proceeds of $27.1 million, including an adjustment of $1.1 million for the final amounts of cash and other working capital present on the closing date.

See Note 3 – Segment Reporting for the (write-downs) and gains (losses) on sale of assets, by segment for 2021, 2020 and 2019.
19. Net Income (Loss) Per Share
 Year Ended December 31,
2021
$
2020
$
2019
$
Net income (loss) attributable to the shareholders of Teekay:
 - Continuing operations - basic and diluted (102,671)(129,749)(372,561)
 - Discontinued operations - basic and diluted110,477 46,816 61,984 
7,806 (82,933)(310,577)
Weighted average number of common shares (1)
102,148,629 101,053,095 100,719,224 
Common stock and common stock equivalents 102,148,629 101,053,095 100,719,224 
Net income (loss) per common share
 - Continuing operations - basic and diluted(1.01)(1.28)(3.70)
 - Discontinued operations - basic and diluted1.08 0.46 0.62 
 - Basic and diluted0.08 (0.82)(3.08)
(1) Includes common stock related to non-forfeitable stock-based awards.

Prior to January 1, 2021, the Company used the treasury stock method to determine the dilutive impact of the Convertible Notes (see Note 8) when calculating diluted earnings per share. Upon adoption of ASU 2020-06 on January 1, 2021, the Company changed to the if-converted method to determine any potential dilutive impact of the Convertible Notes on diluted earnings per share (see Note 1). The dilutive impact of the conversion feature on the Convertible Notes is determined using an assumed conversion date equal to the beginning of the reporting period.

Stock-based awards and the conversion feature on the Convertible Notes that have an anti-dilutive effect on the calculation of diluted income (loss) per common share from continuing operations are excluded from diluted income (loss) per common share, including diluted income (loss) per common share from continuing operations and discontinued operations. For the years ended December 31, 2021, 2020 and 2019, 15.0 million, 7.2 million and 3.5 million shares, respectively, of Common Stock from stock-based awards and the conversion feature on the Convertible Notes were excluded from the computation of diluted earnings per common share for these periods.
20. Restructuring Charges
During 2021, the Company recorded restructuring charges of $1.8 million (2020 – $10.7 million, 2019 – $8.4 million).

The restructuring charges in 2021 primarily related to costs associated with the expected termination of contract for the Sevan Hummingbird FPSO.

The restructuring charges in 2020 primarily related to the cessation of production of the Petrojarl Banff FPSO unit in June 2020, and the restructuring of the Company's tanker services and operations. In addition, the restructuring charges for the year ended December 31, 2020 also related to severance costs resulting from the termination of the management contract for a FSO unit based in Australia (the severance costs were partially recoverable from the customer and the recovery was presented in revenue), and severance costs resulting from the reorganization and realignment of resources of the Company's shared service function of which a portion of the costs were recovered from the customer, Altera (see Note 13), and the recovery was presented in revenue.

The restructuring charges in 2019 primarily related to severance costs resulting from the termination of certain management contracts in Teekay Parent of which these costs were fully recovered from the customer, and the recovery is presented in revenue and severance costs resulting from the reorganization and realignment of resources of the Company's shared service function.

F - 37

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
At December 31, 2021 and 2020, $4.7 million and $1.7 million, respectively, of restructuring liabilities were recorded in accrued liabilities on the consolidated balance sheets. Included in the restructuring liability as at December 31, 2021, are costs related to the reorganization and realignment of resources of the Company's shared service function, following the sale of the Teekay Gas Business, the majority of which will be paid for by the Teekay Gas Business as part of the sale transaction (see Note 23).

21. Income Tax Recovery (Expense)
Teekay and a majority of its subsidiaries are not subject to income tax in the jurisdictions in which they are incorporated because they do not conduct business or operate in those jurisdictions. However, among others, the Company’s Australian, U.K. and Norwegian subsidiaries are subject to income taxes.

The significant components of the Company’s deferred tax assets and liabilities from continuing operations are as follows:
December 31,
2021
$
December 31,
2020
$
Deferred tax assets:
   Vessels and equipment 15,653 17,707 
  Tax losses carried forward and disallowed finance costs (1)
96,008 108,869 
   Other4,084 13,779 
Total deferred tax assets 115,745 140,355 
Deferred tax liabilities:
   Other6,054 18,596 
Total deferred tax liabilities6,054 18,596 
Net deferred tax assets 109,691 121,759 
   Valuation allowance (106,949)(118,861)
Net deferred tax assets 2,742 2,898 
(1)Substantially all of the Company's estimated net operating loss carryforwards of $470.5 million relate primarily to its U.K. and Norwegian subsidiaries and, to a lesser extent, to its Australian subsidiaries. The Company had estimated disallowed finance costs in Norway of approximately $15.0 million at December 31, 2021, which are available 10 years from the year the costs are incurred for offset against future taxable income in Norway.

Deferred tax balances are presented in other non-current assets in the accompanying consolidated balance sheets.

The components of the provision for income tax recovery (expense) are as follows:
Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
Current 4,082 (6,756)(18,581)
Deferred 881 1,197 735 
Income tax recovery (expense)4,963 (5,559)(17,846)


The Company operates in countries that have differing tax laws and rates. Consequently, a consolidated weighted average tax rate will vary from year-to-year according to the source of earnings or losses by country and the change in applicable tax rates. Reconciliations of the tax charge related to the relevant year at the applicable statutory income tax rates and the actual tax charge related to the relevant year are as follows:
Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
Net loss before taxes(282,426)(18,745)(306,861)
Net loss not subject to taxes(336,040)(9,912)(269,677)
Net income (loss) subject to taxes53,614 (8,833)(37,184)
At applicable statutory tax rates12,476 (1,411)(6,547)
Permanent and currency differences, adjustments to valuation allowances and uncertain tax positions(13,870)4,947 24,368 
Other(3,569)2,023 25 
Tax (recovery) expense related to the year(4,963)5,559 17,846 
F - 38

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)


The following table reflects changes in uncertain tax positions relating to freight tax liabilities, which are recorded in other long-term liabilities and accrued liabilities on the Company’s consolidated balance sheets:
Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
Balance of unrecognized tax benefits as at January 151,56253,66536,816
  Increases for positions related to the current year3,74914,2643,893
  Increases for positions related to prior years4,80110,70416,627
  Decreases for positions related to prior years(15,941)(588)
  Settlements with tax authority(8,714)
  Decreases related to statute of limitations(12,753)(2,910)(2,546)
  Foreign exchange (gain) loss (403)494(537)
Balance of unrecognized tax benefits as at December 3146,95651,56253,665

Included in the Company's current income tax recovery (expense) are provisions for uncertain tax positions relating to freight taxes. Freight taxes recognized for positions related to the current year will vary between years based upon changes in the trading patterns of the Company's vessels.

Interest and penalties related to freight taxes during the years ended December 31, 2021, 2020 and 2019 are included in the table above, and were approximately $6.2 million, $13.4 million and $8.6 million, respectively. As at December 31, 2021, 2020, and 2019, total interest and penalties recognized were $26.7 million, $29.2 million and $26.1 million respectively.

In 2020, the Company obtained further advice regarding freight taxes in a certain jurisdiction due to the uncertainty surrounding a recent tax law change and the limited transparency into the actions of the tax authority in this jurisdiction. Based on this new information and other considerations related to the future application of the tax law to past periods, the Company increased its uncertain tax liabilities for this jurisdiction for periods prior to 2020 by $7.6 million.

In addition, in 2020, the Company secured an agreement with a tax authority, which was based in part on an initiative of the tax authority in response to the COVID-19 global pandemic and included the waiver of interest and penalties on unpaid taxes. As a result, the Company reduced its freight tax liabilities for this jurisdiction by $15.4 million to $8.6 million, of which $7.9 million was paid in August 2020 and $0.9 million was paid in June 2021, with respect to open tax years up to and including 2020.

The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs. The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include legal advice as to applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly.
22. Equity-accounted Investments
Teekay Tankers has a joint venture arrangement with Wah Kwong Maritime Transport Holdings Limited (or Wah Kwong), whereby Teekay Tankers has a 50% economic interest in the High-Q joint venture, which is jointly controlled by Teekay Tankers and Wah Kwong. The High-Q joint venture owns one 2013-built VLCC, which trades on spot voyage charters in a pool managed by a third party.

As at December 31, 2021, the High-Q joint venture had a loan outstanding with a financial institution with a balance of $28.1 million (2020 - $25.7 million). The loan is secured by a first-priority mortgage on the VLCC owned by the High-Q joint venture and 50% of the outstanding loan balance is guaranteed by Teekay Tankers.

During the year ended December 31, 2021, Teekay Tankers recognized an other-than-temporary decline in the carrying value of its investment in the High-Q joint venture, primarily due to a decline in the value of the VLCC as a result of the current tanker market to which the COVID-19 global pandemic has been a contributing factor resulting in low oil demand. The investment was written-down by $11.6 million to its estimated fair value, which has been recognized in equity (loss) income in the consolidated statements of (loss) income for the year ended December 31, 2021.

For the year ended December 31, 2021, Teekay Tankers recorded equity (loss) income of ($14.1) million (2020 - $5.1 million and 2019 – $2.3 million), which comprises its share of net (loss) income from the High-Q joint venture, as well as the impairment recognized in 2021.

As at December 31, 2021 and 2020, Teekay Tankers had a total investment in and advance to its equity-accounted joint venture of $13.0 million and $28.6 million, respectively (see Note 11).

On May 8, 2019, Teekay sold to Brookfield all of the Company's remaining interests in Altera, which included the Company’s 49% general partner interest, common units, warrants, and an outstanding $25 million loan from the Company to Altera for total cash proceeds of $100 million. Prior to the sale in May 2019, Teekay included the results of Altera as an equity-accounted investment in its financial results. The Company wrote-down the investment in Altera by $64.9 million and recognized a loss on sale of $8.9 million which are included in equity loss on the consolidated statements of (loss) income for the year ended December 31, 2019.
F - 39

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)


23. Discontinued Operations
On October 4, 2021, the Company entered into agreements to sell its general partner interest in Teekay LNG Partners (now known as Seapeak LLC), all of its common units in Teekay LNG Partners and certain subsidiaries which collectively contain the shore-based management operations of the Teekay Gas Business. These transactions closed on January 13, 2022 (see Note 24).
All revenues and expenses of the Teekay Gas Business prior to the sale and for the periods covered by the consolidated statements of (loss) income in these consolidated financial statements have been aggregated and separately presented as a single component of net income (loss) called "income from discontinued operations". Revenues and expenses of the Teekay Gas Business have been determined as follows:

Revenues and expenses of the Teekay Gas Business consist of all direct revenue and expenses that are clearly identifiable as solely for the benefit of the Teekay Gas Business and will not be recognized on an ongoing basis by the Company following completion of the sale of the Teekay Gas Business. As such, costs previously incurred by the Company for the benefit of both the Teekay Gas Business and the continuing operations of the Company (or Shared Costs) remain in the Company’s continuing operations, including the Teekay Gas Business’s proportionate share of such costs. The Company’s Shared Costs primarily relate to costs incurred to provide certain corporate services and ship management services for the benefit of both the Teekay Gas Business and the continuing operations of the Company. Prior to or shortly after the closing of the sale of the Teekay Gas Business, the Company will undergo an internal reorganization which will result in two existing subsidiaries and two new subsidiaries of the Company collectively containing all the shore-based management operations for Seapeak and certain of Seapeak’s joint ventures. A substantial majority of the Company’s corporate Shared Costs are reflected in general and administrative expenses. As a result of the Company’s historical practice of using a shared service operation for its different businesses and the allocation method explained above for such costs, general and administrative expenses presented within continuing operations and general and administrative expenses presented within discontinued operations will not represent what these costs would have been had the Company operated the Teekay Gas Business on a standalone basis and will not represent an existing cost run-rate, as adjusted for the completion of this transaction.

Interest expense of the Teekay Gas Business consists of interest expense and amortization of discounts, premiums, and debt issuance costs related to long-term debt and obligations related to finance leases of Seapeak that will be assumed by the acquiror thereof as well as Teekay Parent’s revolving credit facility that was required to be terminated as a result of the proposed sale of the Teekay Gas Business.

The consolidated balance sheets as at December 31, 2021 and December 31, 2020 reflect the aggregation and separate presentation of all current assets, non-current assets, current liabilities and non-current liabilities of the Teekay Gas Business. The assets and liabilities of the Teekay Gas Business and the Company’s continuing operations exclude any intercorporate amounts owing in order to reflect the discontinuance of services between the Company and the Teekay Gas Business following a transition period.


F - 40

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
The following table contains the major components of income from discontinued operations of the Teekay Gas Business for the periods presented:

Year Ended December 31,
2021
$
2020
$
2019
$
Revenues680,589669,417670,346
Voyage expenses(28,190)(17,394)(21,387)
Vessel operating expenses(200,917)(188,251)(177,141)
Time-charter hire expenses (23,487)(23,564)(19,994)
Depreciation and amortization(130,810)(129,752)(136,765)
General and administrative expenses(24,196)(15,075)(11,714)
(Write-down) and gain on sale of vessels(51,000)13,564
Restructuring charges(3,223)(3,690)
Income from vessel operations269,766244,381313,219
Interest expense(122,561)(136,572)(167,661)
Interest income5,9456,9034,400
Realized and unrealized gains (losses) on non-designated derivative
instruments
8,524(33,334)(13,361)
Equity income 115,39972,23358,819
Foreign exchange gain (loss)7,344(18,373)(10,051)
Other loss(3,566)(16,523)(2,008)
Income from discontinued operations before income taxes280,851118,715183,357
Income tax expense(6,756)(3,429)(7,636)
Income from discontinued operations274,095115,286175,721


F - 41

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
As at December 31, 2021 and December 31, 2020, the major classes of the Teekay Gas Business’s assets and liabilities that are components of current assets – discontinued operations, non-current assets – discontinued operations, current liabilities – discontinued operations and non-current liabilities – discontinued operations, were as follows:

 As at December 31,
 2021
$
2020
$
ASSETS
Cash and cash equivalents 101,190220,042
Other current assets 264,53760,999
Vessels and equipment2,831,530
Net investment in direct financing and sales-type leases, net480,508
Investment in and loans, net to equity-accounted investments1,126,674
Current assets – discontinued operations4,804,439281,041
Vessels and equipment 2,895,919
Net investment in direct financing and sales-type leases, net – non-current 500,101
Investment in and loans, net to equity-accounted investments 1,047,091
Other non-current assets142,223
Non-current assets – discontinued operations4,585,334
Total assets – discontinued operations4,804,4394,866,375
LIABILITIES
Current portion of long-term debt 1,379,642250,508
Current obligations related to finance leases 1,268,99071,932
Other current liabilities 228,997209,301
Current liabilities – discontinued operations2,877,629531,741
Long-term debt 1,221,705
Long-term obligations related to finance leases 1,268,990
Other long-term liabilities 95,779
Non-current liabilities – discontinued operations2,586,474
Total liabilities – discontinued operations2,877,6293,118,215

A condensed summary of the financial information for certain equity-accounted investments (20% to 52%-owned) shown on a 100% basis (excluding the impact from purchase price adjustments arising from the acquisition of joint ventures), included in discontinued operations, are as follows:

 As at December 31,
 2021
 $
2020
$
Cash and restricted cash460,342 400,816 
Other assets – current208,029 180,673 
Vessels and equipment, including vessels related to finance leases and advances on newbuilding contracts
1,825,562 1,912,776 
Net investment in direct financing leases5,103,376 5,237,791 
Other assets – non-current255,270 216,331 
Current portion of long-term debt and obligations related to finance leases611,180 582,767
Other liabilities – current250,753 232,466 
Long-term debt and obligations related to finance leases4,551,612 4,853,791
Other liabilities – non-current220,454 350,057 

F - 42

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share data and unless otherwise indicated)
Year Ended December 31,
2021
 $
2020
$
2019
$
Revenues990,703 1,008,112 766,618 
Income from vessel operations572,985 584,685 400,326 
Realized and unrealized gain (loss) on non-designated derivative instruments26,743 (94,760)(40,915)
Net income342,068 152,144 130,314 
24. Subsequent Events
a)On October 4, 2021, Teekay LNG Partners (now known as Seapeak LLC), Teekay LNG Partners' general partner, Teekay GP L.L.C. (or Teekay GP), an investment vehicle (or Acquiror) managed by Stonepeak Partners L.P., and a wholly-owned subsidiary of Acquiror (or Merger Sub) entered into an agreement and plan of merger (or the Merger Agreement), which closed on January 13, 2022. As part of the Merger and related transactions, Teekay sold all of its ownership interest in Teekay LNG Partners, including approximately 36.0 million Teekay LNG Partners common units, and Teekay GP (equivalent to approximately 1.6 million Teekay LNG Partners common units), for $17.00 per common unit or common unit equivalent in cash. As consideration, Teekay received total gross cash proceeds of approximately $641 million. Furthermore, on January 13, 2022, Teekay transferred certain management services companies to Teekay LNG Partners that provide, through existing services agreements, comprehensive managerial, operational and administrative services to Teekay LNG Partners, its subsidiaries and certain of its joint ventures. Due to negative working capital in these subsidiaries on the date of purchase, Teekay paid Teekay LNG Partners $4.9 million to assume ownership of them. Concurrent with the closing of these transactions, the Company and Teekay LNG Partners entered into a transition services agreement whereby each party will provide certain services, consisting primarily of corporate services that were previously shared by the entire organization, to the other party for a period of months following closing to allow for the orderly separation of these functions into two standalone operations.
b)In mid-December 2021, Teekay elected to redeem all of the 2022 Notes under the related indenture at 102.313% of the principal amount. As of January 12, 2022, Teekay had $243.4 million total aggregate principal amount of the 2022 Notes outstanding. The redemption was completed on January 14, 2022. In addition, on January 10, 2022, Teekay announced a cash tender offer for any and all of its outstanding Convertible Notes at 102.0% percent of the principal amount. As of January 12, 2022, Teekay had $112.2 million total aggregate principal amount of the Convertible Notes outstanding. The cash tender was completed in February 2022, with $85.0 million aggregate principal amount of the Convertible Notes, representing approximately 75.8% of the total outstanding as of December 31, 2021, validly tendered. In March 2022, Teekay repurchased an additional $3.8 million of the principal of the Convertible Notes. After the settlement in February 2022 and the repurchases in March 2022, approximately $23.4 million aggregate principal amount of the Convertible Notes remain outstanding.

c)During the first quarter of 2022, Teekay Tankers entered into agreements to sell one Suezmax tanker and two Aframax tankers for a total price of $43.6 million. The vessels and related bunkers and lube oil inventory were classified as held for sale on the Company's consolidated balance sheet as at December 31, 2021 (see Note 18). The Suezmax tanker was written down to its agreed sales price less selling costs, and one of the Aframax tankers was written down to its estimated sales price less estimated selling costs. The Suezmax tanker was delivered to its new owner in February 2022, and the Aframax tankers are expected to be delivered to their new owners in April 2022.

d)In March 2022, Teekay Tankers completed a $177.3 million sale-leaseback financing transaction related to eight Suezmax tankers. Pursuant to this arrangement, Teekay Tankers transferred the vessels to subsidiaries of a financial institution and leased the vessels back on bareboat charters ranging from six to nine-year terms. Teekay Tankers has the option to repurchase any of the vessels, commencing at the end of the second year. These bareboat charters require that Teekay Tankers maintain a minimum liquidity consistent with Teekay Tankers' other vessels financed on similar arrangements (see Note 10) and, for each vessel, a minimum hull coverage ratio of 100% of the total outstanding principal balance.


F - 43


TEEKAY CORPORATION
SCHEDULE I
CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS (NOTE 1)
(in thousands of U.S. dollars)
  As at
December 31, 2021
$
As at
December 31, 2020
$
ASSETS 
Current 
Cash and cash equivalents 31,001 9,604 
Accounts receivable 126 309 
Prepaid expenses and other192 57 
Due from affiliates90,803 166,219 
Total current assets 122,122 176,189 
Investments in and advances to subsidiaries (note 1)
 724,016 635,060 
Other assets  9 
Total assets 846,138 811,258 
LIABILITIES AND EQUITY 
Current 
Accounts payable 2,149 16,170 
Accrued liabilities 15,171 7,269 
Due to affiliates222,638 247,425 
Current portion of long-term debt239,807  
Other current liabilities 58 971 
Total current liabilities 479,823 271,835 
Long-term debt (note 2)
 111,383 339,933 
Other long-term liabilities 7,884 8,183 
Total liabilities 599,090 619,951 
Equity 
Common stock and additional paid-in capital 1,053,804 1,057,321 
Accumulated deficit (806,756)(866,014)
Total equity 247,048 191,307 
Total liabilities and equity 846,138 811,258 
The accompanying notes are an integral part of the condensed non-consolidated financial information.
F - 44



TEEKAY CORPORATION
SCHEDULE I
CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF INCOME (LOSS) (NOTE 1)
(in thousands of U.S. dollars)
  Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
Operating expenses  (412)
General and administrative expenses(18,085)(16,659)(19,463)
Loss from operations(18,085)(16,659)(19,875)
Interest expense(33,320)(37,674)(46,243)
Interest income35 267 1,561 
Impairments of investments and advances (note 1)
 (123,753)(103,420)
Dividend income (note 1)
121,253 58,563 62,100 
Other(11,737)20,572 (5,662)
Net income (loss) before income taxes58,146 (98,684)(111,539)
Income tax recovery1,112 790 7 
Net income (loss)59,258 (97,894)(111,532)

The accompanying notes are an integral part of the condensed non-consolidated financial information.
F - 45


TEEKAY CORPORATION
SCHEDULE I
CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
Year Ended
December 31,
2021
$
Year Ended
December 31,
2020
$
Year Ended
December 31,
2019
$
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
Net income (loss)59,258 (97,894)(111,532)
Non-cash and non-operating items:
Unrealized gain on derivative instruments(913)(656)(270)
Impairments of investments and advances 123,753 103,420 
Stock-based compensation3,276 5,165 7,400 
Dividends-in-kind(75,298)(31,763)(10,000)
Other4,610 7,925 19,153 
Change in operating assets and liabilities35,672 8,508 (15,314)
Net operating cash flow26,605 15,038 (7,143)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net of issuance costs  250,000 
Prepayments of long-term debt (18,249) 
Scheduled repayments of long-term debt (36,712)(480,851)
Debt issuance costs  (15,029)
Advances from affiliates  227,157 
Cash dividends paid  (5,523)
Other financing activities(459)(128)(637)
Net financing cash flow (459)(55,089)(24,883)
INVESTING ACTIVITIES
Purchase of Teekay Tankers common shares(4,749)  
Net investing cash flow (4,749)  
Increase (decrease) in cash and cash equivalents21,397 (40,051)(32,026)
Cash and cash equivalents, beginning of the year9,604 49,655 81,681 
Cash and cash equivalents, end of the year31,001 9,604 49,655 
Supplemental cash flow information (note 3)

The accompanying notes are an integral part of the condensed non-consolidated financial information.

F - 46


TEEKAY CORPORATION
SCHEDULE I
NOTES TO CONDENSED NON-CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT
1. Summary of Significant Accounting Policies
Basis of presentation
The accompanying condensed non-consolidated financial information is required by SEC Regulation S-X 5-04 for Teekay Corporation (or Teekay), which requires the inclusion of financial information for Teekay on a stand-alone basis if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. The restricted net assets of consolidated subsidiaries was $271.0 million, or 53% of total consolidated net assets, as at December 31, 2021.
Teekay’s investments in subsidiaries are presented in this financial information under the cost method of accounting, whereby Teekay’s investment in subsidiaries is measured initially at cost. Under the cost method of accounting for investments in common stock, dividends are the basis for recognition of earnings from an investment. Under this method, an investor recognizes as income dividends received that are distributed from net accumulated earnings of the investee since the date of acquisition by the investor. The net accumulated earnings of an investee subsequent to the date of investment are recognized by the investor only to the extent distributed by the investee as dividends. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. Teekay received dividends from its subsidiaries of $121.3 million (2021), $58.6 million (2020) and $62.1 million (2019).
Teekay recognizes an impairment loss on its investments in its subsidiaries when the fair value of its investments is lower than the carrying value. The fair value of Teekay's investments in its subsidiaries is primarily influenced by the publicly-traded unit price of Seapeak's common units (prior to Teekay's sale of all its interests in Seapeak on January 13, 2022), and the share price of Teekay Tankers' common shares, as of the respective balance sheet dates.
A substantial amount of Teekay’s operating, investing and financing activities are conducted by its affiliates and not reflected in this financial information. The condensed non-consolidated financial information should be read in conjunction with Teekay’s consolidated financial statements.
2. Long-term debt
December 31, 2021
$
December 31, 2020
$
Senior Notes (9.25%) due November 2022
243,395 243,395 
Convertible Senior Notes (5%) due January 2023
112,184 112,184 
Total principal355,579 355,579 
Less unamortized discount and debt issuance costs(4,389)(15,646)
Total debt351,190 339,933 
Less current portion(239,807) 
Long-term portion111,383 339,933 

In May 2019, the Company issued $250.0 million in aggregate principal amount of 9.25% senior secured notes at par due November 2022 (or the 2022 Notes). The 2022 Notes are guaranteed on a senior secured basis by certain of the Company's subsidiaries and are secured by first-priority liens on one of Teekay's FPSO units, a pledge of the equity interests in Teekay's subsidiary that owned all of Teekay's common units of Seapeak and all of Teekay’s Class A common shares of Teekay Tankers, and a pledge of the equity interests in Teekay's subsidiaries that own or previously owned Teekay's FPSO units.

The Company may redeem the 2022 Notes in whole or in part at a redemption price equal to a percentage of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as follows: 104.625% at any time on or after November 15, 2020, but prior to November 15, 2021; 102.313% at any time on or after November 15, 2021, but prior to August 15, 2022; and 100% at any time on or after August 15, 2022. During 2020, the Company repurchased $6.6 million of the principal of the 2022 Notes in the open market for total consideration of $6.2 million. Subsequent to December 31, 2021, the Company redeemed the 2022 Notes in full.

On January 26, 2018, the Company completed a private offering of $125.0 million in aggregate principal amount of 5% Convertible Senior Notes due January 15, 2023 (or the Convertible Notes). The Convertible Notes are convertible into Teekay’s common stock, initially at a rate of 85.4701 shares of common stock per $1,000 principal amount of Convertible Notes. This represents an initial effective conversion price of $11.70 per share of common stock. The initial conversion price represents a premium of 20% to the concurrent common stock offering price of $9.75 per share.

F - 47


During 2020, the Company repurchased $12.8 million of the principal of the Convertible Notes for total consideration of $10.5 million. As of December 31, 2021 and as of January 1, 2021, upon adoption of ASU 2020-06 - Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (see "Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies"), the outstanding principal value of the Convertible Notes was $112.2 million. As of December 31, 2021, and January 1, 2021, the net carrying amount of the Convertible Notes was $111.4 million and $110.6 million, respectively, which reflected unamortized debt issuance costs of $0.8 million and $1.6 million, respectively. The estimated fair value of the Convertible Notes was $111.4 million and $101.6 million, as of December 31, 2021, and January 1, 2021, respectively. For the year ended December 31, 2021, total interest expense for the Convertible Notes was $6.4 million, with coupon interest expense of $5.6 million and amortization of debt issuance costs of $0.8 million. Subsequent to December 31, 2021, the Company announced that it had commenced a cash tender offer to purchase any and all of the Convertible Notes. The cash tender was completed in February 2022, with $85.0 million aggregate principal amount of the Convertible Notes, representing approximately 75.8% of the total outstanding as of December 31, 2021, validly tendered. In March 2022, Teekay repurchased an additional $3.8 million of the principal of the Convertible Notes. After the settlement in February 2022 and the repurchases in March 2022, $23.4 million aggregate principal amount of the Convertible Notes remained outstanding.
3. Supplemental Cash Flow Information
During 2021, 2020 and 2019, the Company received dividends of $75.3 million, $31.8 million and $10.0 million, respectively, paid-in-kind, which were treated as non-cash transactions in the Company's condensed statement of cash flows.





F - 48
EX-4.12 2 tkcex-412q42021.htm EX-4.12 tkcex-412q42021
Execution Version 010-9268-3584/3/AMERICAS October 4, 2021 Stonepeak Infrastructure Fund IV Cayman (AIV III) L.P. c/o Stonepeak Infrastructure Partners 55 Hudson Yards 550 W 34th Street, 48th Floor New York, NY 10001 Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being entered into in connection with the Agreement and Plan of Merger, dated as of October 4, 2021 (the “Merger Agreement”) by and among Stonepeak Infrastructure Fund IV Cayman (AIV III) L.P., a Cayman Islands exempted limited partnership (“Parent”), Limestone Merger Sub, Inc. a Republic of Marshall Islands corporation, Teekay LNG Partners, L.P., a Republic of Marshall Islands limited partnership (the “Partnership”), and Teekay GP LLC, a Republic of Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), which contemplates the execution and delivery of this Letter Agreement. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. 1. Non-Solicitation / Non-Hire. (a) In order to induce Parent to enter into the Purchase Agreements, Teekay Corporation (“Seller”) hereby covenants and agrees on behalf of itself and its Affiliates that, from the date hereof until the three year anniversary of the Closing Date (the “Restrictive Period”), it and its Affiliates shall not, and shall cause their respective directors, officers and employees (collectively with the Seller, the “Seller Parties”) not to, on its or their own behalf or on behalf of any other Person, directly or indirectly, solicit, induce or encourage for employment, consulting or any other similar arrangement for the provision of services by a Restricted Person, or hire or retain for the provision of services by a Restricted Person (collectively, the “Prohibited Activities”) any of the employees of the Purchased Companies that prior to the Closing were either formerly employees of Seller or any of its Subsidiaries or employees of the Purchased Companies (each, a “Restricted Person”). (b) Notwithstanding the foregoing, Prohibited Activities shall not include (x) soliciting any Restricted Person who contacts such Seller on his or her own initiative and without any direct solicitation by such person or as a result of general, non-targeted media advertising (but the hiring of any such Restricted Person shall be prohibited in accordance with the restrictions of Section 1(a), (y) soliciting any Restricted Person through a generalized search not specifically targeted toward employees of the Partnership, the General Partner, the companies purchased pursuant to the Management Services Restructuring and Purchase Agreement and their respective Subsidiaries (the “Purchased Companies”) (but the hiring of any Restricted Person who responds to such solicitation shall be prohibited in accordance with the restrictions of Section 1(a) and (z) soliciting or hiring any Restricted Person whose employment with the Purchased


 
2 010-9268-3584/3/AMERICAS Companies has been terminated for any reason for at least six (6) months before such solicitation. (c) In order to induce the Seller to enter into the Purchase Agreements, Parent hereby covenants and agrees on behalf of the Partnership and the General Partner and the other Subsidiaries of Parent that, during the Restrictive Period, the Partnership and the General Partner shall not, and shall cause their respective directors, officers and employees (collectively , the “Partnership Parties”) not to, on its or their own behalf or on behalf of any other Person, directly or indirectly, solicit, induce or encourage for employment, consulting or any other similar arrangement for the provision of services by a Seller Restricted Person (as defined below), or hire or retain for the provision of services by a Seller Restricted Person (collectively, the “Parent Prohibited Activities”) any of the employees of the Seller Parties that at the time of the Closing were employees of Seller employed in the Vancouver office or the Manila office of the Seller (other than Restricted Persons) or any of its Subsidiaries (each, a “Seller Restricted Person”). (d) Notwithstanding the foregoing, Parent Prohibited Activities shall not include (x) soliciting any Seller Restricted Person who contacts the Partnership, the General Partner or any of the Parent Parties on his or her own initiative and without any direct solicitation by such person or as a result of general, non-targeted media advertising (but the hiring of any such Seller Restricted Person shall be prohibited in accordance with the restrictions of Section 1(c) unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller Restricted Person in writing, such consent not to be unreasonably withheld, (y) soliciting any Seller Restricted Person through a generalized search not specifically targeted toward employees of the Seller Parties (but the hiring of any Seller Restricted Person who responds to such solicitation shall be prohibited in accordance with the restrictions of Section 1(c) unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller Restricted Person in writing, such consent not to be unreasonably withheld, and (z) soliciting or hiring any Seller Restricted Person whose employment with the Seller Parties has been terminated for any reason for at least six (6) months before such solicitation, unless an authorized representative of the Sellers Parties has consented to the hiring of such Seller Restricted Person in writing, such consent not to be unreasonably withheld . 2. Non-Compete. (a) In order to induce Parent to enter into the Purchase Agreements and in furtherance of the Transactions, except as permitted by Section 2(b), Seller hereby covenants and agrees on behalf of itself and the other Seller Parties that during the Restrictive Period, no Seller Party shall, directly or indirectly, (i) engage in, acquire or invest in any business that owns, operates or charters liquefied gas carriers and related time charters (provided that, the foregoing restriction shall apply after the second full year of the Restricted Period


 
3 010-9268-3584/3/AMERICAS only to liquefied natural gas carriers (and not all liquefied gas carriers for any type of gas) and related time charters) (each of the foregoing a “Restricted Business”). (b) Notwithstanding any provision of Section 2(a) to the contrary, the Seller Parties may engage in the following activities under any of the following circumstances: (i) the ownership, operation and/or chartering of any liquefied gas carriers and related time charters (“LG Assets”) that they acquire after the Closing if such LG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such LG Assets and any related business or operations represents less than 10% of the fair market value of the total assets or business acquired; and (ii) The acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Restricted Business. (c) Seller acknowledges and agrees that the covenants included in this Section 2 are, taken as a whole, reasonable in their geographic and temporal coverage and Seller shall not raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of this Section 2 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. 3. Confidentiality. (a) In order to induce Parent to enter into the Merger Agreement, Seller hereby covenants and agrees that, during the Restrictive Period, it and its Affiliates shall (and it shall cause its related Seller Parties to) keep confidential, not use and not furnish or disclose to any Person any Confidential Information (as defined below), except for any such information that (i) is generally available to the public (or becomes so generally available other than as a result of a breach of this Letter Agreement), (ii) is or becomes available to Seller or related Seller Party from a source other than the Purchased Companies that, to the knowledge of Seller, is not bound by a confidentiality or fiduciary obligation to any of the Purchased Companies, and/or (iii) was or is independently developed by such Seller or on its behalf without violating its obligations hereunder (it being understood and agreed that none of the information described in the foregoing clauses (i) through (v) shall constitute “Confidential Information”); provided, Seller may provide Confidential Information to its related Seller Parties and its and their agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors, in connection with its reporting or other similar obligations in the ordinary course of business, in each case under customary obligation of confidentiality. (b) If Seller or another Seller Party is requested or required to disclose any Confidential Information in response to a court order or as otherwise requested or


 
4 010-9268-3584/3/AMERICAS required by any Law or any judgment, order, injunction, ruling or decree of a Governmental Entity or to comply with Tax reporting requirements (including preparation of Tax Returns), regulatory reporting, audit or other compliance obligations, to the extent permitted by such court order, Law, any judgment, order, injunction, ruling or decree of a Governmental Entity, Seller will inform Parent in writing of such request or obligation as soon as practicable after Seller is informed of it and, if possible, before any information is disclosed, so that a protective order or other appropriate remedy may be obtained by Parent (at its sole cost). If, failing the entry of a protective order or the receipt of a waiver hereunder, a Seller Party is, in the opinion of Seller’s counsel, as the case may be, compelled to disclose Confidential Information under pain of liability for contempt or other censure or penalty, the applicable Seller Party may disclose only that portion of such information as is legally required without liability; provided, that Seller hereby agrees that it and the other Seller Parties will exercise their reasonable best efforts to obtain assurance that confidential treatment will be accorded such information and shall provide prompt written notice of such disclosure to Parent to the extent not legally prohibited; provided, no notice under this Section 3(b) shall be required in connection with a routine audit or examination that does not target or name Parent, any of the Purchased Companies or any of the transactions contemplated by the Purchase Agreements. (c) “Confidential Information” shall mean any non-public confidential information, data, ideas, concepts, plans and strategies whether now or hereafter existing relating to or arising from the past, current or potential business, activities, finances and/or operations of any of the Purchased Companies, including any such information relating to or concerning financial statements, financial performance, sales, marketing, vessels, advertising, promotions, pricing, personnel, customers, suppliers, vendors, equity owners and/or competitors. 4. Trademark License. Notwithstanding Section 9 of that certain Trademarks Use Agreement, dated as of January 15, 2007, by and between Teekay Shipping Corporation and the Partnership (the “Trademark License”), Seller hereby covenants and agrees on behalf of itself and its Affiliates that the Trademark License will remain in effect: (a) for a period of ninety (90) days following the Closing Date in the corporate, fictitious or other name of any entity that contains or comprises any Trademark provided that, if the Partnership files such documents and takes such commercially reasonable actions to change such names within such ninety (90) days of the Closing Date and diligently prosecutes such name changes, such ninety (90) day period shall be deemed extended with respect to any entity solely to the extent necessary to accommodate the requirements of or delay in processing such name change by the applicable Governmental Authority; (b) for a period of ninety (90) days following the Closing Date, in connection with any websites, social media platforms and accounts, domain names, email addresses, mobile and other online applications, digital displays and other online materials that contain, bear, display or otherwise use any Trademark;


 
5 010-9268-3584/3/AMERICAS (c) with respect to ship, building, vehicle or other heavy machinery, equipment or tooling marking or signage that contains, bears, displays or otherwise uses any Trademark, until such time as any such item is replaced or relevant maintenance is performed in the ordinary course of business; (d) for a period of one-hundred eighty (180) days following the Closing Date in connection with continuing the Activities and any other uses of any Trademark as of the Closing Date, or at any time during the twelve (12) months prior to the Closing Date, that are not addressed in the foregoing clauses (a) – (c), including product and sales literature, stationary, supplies, purchase orders, forms, business cards, invoices, uniforms, contracts or letterhead and other media, provided, that, in each case of the foregoing clauses (a) – (d), all such uses shall be in a manner consistent with past practice and customary “phase out” use. Notwithstanding anything in this Letter Agreement or the Trademark License to the contrary, and without limiting the rights otherwise granted in this Section 4, nothing herein shall impair the rights of the Partnership, its Subsidiaries or any Partnership JV to: (i) use and make factual references to any in a non- trademark manner, including any use in corporate or financial records, tax or regulatory filings and other similar materials or (ii) make any use of any Trademark that may be required under applicable Laws, or make “fair use” of any Trademark. Capitalized terms used, but not defined, in this Section 4 shall have the meanings ascribed to such terms in the Trademark License or the Merger Agreement, as applicable. 5. Representations and Warranties of Seller. Seller represents and warrants to Parent that: (a) (i) The covenants and agreements contained in Section 1, Section 2 and Section 3 are necessary, fundamental and required for the protection of the goodwill of the Purchased Companies directly or indirectly acquired by Parent pursuant to the Merger Agreement, the GP Purchase Agreement and the Management Services Restructuring and Purchase Agreement (collectively, the “Purchase Agreements”); and (ii) Parent entered into the Purchase Agreements in contemplation of Seller’s execution and delivery of this Letter Agreement, and Parent would not enter into the Purchase Agreements absent such Seller’s execution and delivery of this Letter Agreement. (b) Seller has all necessary legal capacity, power and authority to execute and deliver this Letter Agreement and to perform Seller’s obligations hereunder. This Letter Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exceptions. (c) The execution and delivery by Seller of this Letter Agreement do not, and the performance of Seller’s obligations hereunder and the consummation of the transactions contemplated hereby shall not, conflict with or violate any law or order applicable to Seller or by which any of Seller’s properties, rights or assets are bound.


 
6 010-9268-3584/3/AMERICAS 6. Entire Agreement. This Letter Agreement, together with the Merger Agreement (including the Partnership Disclosure Letter and the Parent Disclosure Letter), the Confidentiality Agreement, the GP Purchase Agreement, the Voting and Support Agreement and the Management Services Restructuring and Purchase Agreement (together with the Transition Services Agreement), constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. 7. Governing Law. (a) This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction (b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 8. Jurisdiction and Exclusive Venue. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Letter Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any


 
7 010-9268-3584/3/AMERICAS such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Letter Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Letter Agreement will affect the right of any party to this Letter Agreement to serve process in any other manner permitted by Law. 9. Amendment or Waiver. This Letter Agreement may be modified or waived only by a separate writing between the Sellers and Parent expressly so modifying or waiving such agreements. The waiver by any party hereto of a breach of any provision of this Letter Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. 10. Assignment. Neither this Letter Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of each of the other parties hereto; provided, however, that this Letter Agreement may be assigned by Parent to a Person that becomes, directly or indirectly, a successor in interest (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business, operations, rights, properties or assets of Parent. Seller acknowledges and agrees that upon such assignment, the rights and obligations of Parent hereunder shall be the rights and obligations of such Affiliate or successor. 11. Rights of Third Parties. This Letter Agreement shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns and nothing set forth in this Letter Agreement shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce any provisions of this Letter Agreement. 12. Enforcement. The parties hereto agree that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Letter Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that (a) the parties hereto will be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 8 without proof of damages or posting a bond, this being in addition to any


 
8 010-9268-3584/3/AMERICAS other right or remedy to which they are entitled under this Letter Agreement or otherwise and (b) the right of specific performance and other equitable relief is an integral part of this Letter Agreement and without that right, none of the parties would have entered into this Letter Agreement. 13. Severability. Whenever possible, each provision of this Letter Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Letter Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Letter Agreement. 14. Counterparts. This Letter Agreement may be executed in any number of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Parties. Delivery of an executed counterpart of a signature page to this Letter Agreement by e-mail of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Letter Agreement and shall constitute an original for all purposes. 15. Termination. Notwithstanding anything herein to the contrary, in the event that the Merger Agreement is terminated pursuant to Section 8.1 thereof, this Letter Agreement shall automatically be terminated and become void and have no force or effect, without any liability on the part of any party hereto. [Signature Pages Follow]


 
Signature Page to Covenants Agreement TEEKAY CORPORATION By:______________________________ Name: Kenneth Hvid Title: President and Chief Executive Officer


 
Signature Page to Covenants Agreement IN WITNESS WHEREOF, this Letter Agreement has been signed by or on behalf of each of the parties as of this day first above written. STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP By: Stonepeak Infrastructure Fund IV Cayman LP, its general partner By: Stonepeak Infrastructure Fund IV Cayman Ltd, its general partner By: Name: James Wyper Title: Senior Managing Director


 
EX-8.1 3 tkcex-81q42021.htm EX-8.1 Document

EXHIBIT 8.1
LISTING OF SUBSIDIARIES
The following is a list of the Company’s subsidiaries as at December 31, 2021, excluding certain subsidiaries that in aggregate are not significant.
Name of SubsidiaryState or Jurisdiction of IncorporationProportion of Ownership Interest
Al Areesh L.L.C. (1)
Marshall Islands29.7%
Al Daayen L.L.C. (1)
Marshall Islands29.7%
Al Marrouna L.L.C. (1)
Marshall Islands29.7%
Americas Spirit L.L.C.Marshall Islands29.8%
Arctic Spirit L.L.C. (1)
Marshall Islands42.4%
Athens Spirit L.L.C.Marshall Islands29.8%
Atlanta Spirit L.L.C.Marshall Islands29.8%
Australian Spirit L.L.C.Marshall Islands29.8%
Axel Spirit L.L.C.Marshall Islands29.8%
Bahrain Spirit L.L.C. (1)
Marshall Islands42.4%
Banff L.L.C.Marshall Islands100%
Barcelona Spirit L.L.C.Marshall Islands29.8%
Beijing Spirit L.L.C.Marshall Islands29.8%
Bermuda Spirit L.L.C. (1)
Marshall Islands42.4%
Creole Spirit L.L.C. (1)
Marshall Islands42.4%
DHJS Hull No. 2007-001 L.L.C. (1)
Marshall Islands42.4%
DHJS Hull No. 2007-002 L.L.C. (1)
Marshall Islands42.4%
Dilong Spirit L.L.C.Marshall Islands29.8%
Donegal Spirit L.L.C.Marshall Islands29.8%
Erik Spirit L.L.C.Marshall Islands29.8%
Esther Spirit L.L.C.Marshall Islands29.8%
Everest Spirit Holding L.L.C.Marshall Islands29.8%
Galway Spirit L.L.C.Marshall Islands29.8%
Helga Spirit L.L.C.Marshall Islands29.8%
Hummingbird Holdings L.L.C.Marshall Islands100%
Hummingbird Spirit L.L.C.Marshall Islands100%
Jiaolong Spirit L.L.C.Marshall Islands29.8%
Kaveri Spirit L.L.C.Marshall Islands29.8%
Limerick Spirit L.L.C.Marshall Islands29.8%
London Spirit L.L.C.Marshall Islands29.8%
Los Angeles Spirit L.L.C.Marshall Islands29.8%
Macoma L.L.C. (1)
Marshall Islands42.4%
Magdala L.L.C. (1)
Marshall Islands42.4%
Matterhorn Spirit L.L.C.Marshall Islands29.8%
Megara L.L.C. (1)
Marshall Islands42.4%
Montreal Spirit L.L.C.Marshall Islands29.8%
Moscow Spirit L.L.C.Marshall Islands29.8%
Murex L.L.C. (1)
Marshall Islands42.4%
Myrina L.L.C. (1)
Marshall Islands42.4%
Nakilat Holdco L.L.C. (1)
Marshall Islands29.7%
Naviera Teekay Gas II, S.L.U. (1)
Spain42.4%
Naviera Teekay Gas III, S.L.U. (1)
Spain42.4%
Naviera Teekay Gas IV, S.L.U. (1)
Spain42.4%
Naviera Teekay Gas, S.L.U. (1)
Spain42.4%
Oak Spirit L.L.C. (1)
Marshall Islands42.4%
Petrojarl IV DANorway100%
Pinnacle Spirit L.L.C.Marshall Islands29.8%
Polar Spirit L.L.C. (1)
Marshall Islands42.4%
Remora ASNorway89.9%
Rio Spirit L.L.C.Marshall Islands29.8%
Sean Spirit L.L.C. (1)
Marshall Islands42.4%



Seapeak Bahrain Operations L.L.C. (fka. Teekay LNG Bahrain Operations L.L.C.) (1)
Bahrain42.4%
Seapeak LLC (fka. Teekay LNG Partners L.P.) (1) (2)
Marshall Islands42.4%
Seapeak Maritime Chartering L.L.C. (fka. Teekay LNG Chartering L.L.C.) (1)
Marshall Islands42.4%
Seapeak Maritime Gas Group Ltd. (fka. Teekay Gas Group Ltd.) (1)
Marshall Islands42.4%
Seapeak Maritime Holdco L.L.C. (fka. Teekay LNG Holdco L.L.C.) (1)
Marshall Islands42.4%
Seapeak Maritime Operating L.L.C. (fka. Teekay LNG Operating L.L.C.) (1)
Marshall Islands42.4%
Seapeak Maritime Project Services L.L.C. (fka. Teekay LNG Project Services L.L.C.) (1)
Marshall Islands42.4%
Seoul Spirit L.L.C.Marshall Islands29.8%
Shenlong Spirit L.L.C.Marshall Islands29.8%
Sonoma L.L.C. (1)
Marshall Islands42.4%
SP Maritime (Canada) Inc. (1)
Canada42.4%
STX Hull No. S1672 L.L.C.Marshall Islands29.8%
Summit Spirit L.L.C.Marshall Islands29.8%
Sydney Spirit L.L.C.Marshall Islands29.8%
T.I.L. Holdings Ltd.Marshall Islands29.8%
T.I.L. I L.L.C.Marshall Islands29.8%
T.I.L. II L.L.C.Marshall Islands29.8%
T.I.L. III L.L.C.Marshall Islands29.8%
T.I.L. IV L.L.C.Marshall Islands29.8%
T.I.L. IX L.L.C.Marshall Islands29.8%
T.I.L. V L.L.C.Marshall Islands29.8%
T.I.L. VI L.L.C.Marshall Islands29.8%
T.I.L. VII L.L.C.Marshall Islands29.8%
T.I.L. VIII L.L.C.Marshall Islands29.8%
T.I.L. X L.L.C.Marshall Islands29.8%
T.I.L. XI L.L.C.Marshall Islands29.8%
T.I.L. XII L.L.C.Marshall Islands29.8%
T.I.L. XIII L.L.C.Marshall Islands29.8%
T.I.L. XIV L.L.C.Marshall Islands29.8%
Taizhou Hull No. WZL 0501 L.L.C. (1)
Marshall Islands42.4%
Taizhou Hull No. WZL 0502 L.L.C. (1)
Marshall Islands42.4%
Taizhou Hull No. WZL 0503 L.L.C. (1)
Marshall Islands42.4%
Tangguh Hiri Finance Limited (1)
United Kingdom29.7%
Tangguh Hiri Operating Limited (1)
United Kingdom29.7%
Tangguh Sago Finance Limited (1)
United Kingdom29.7%
Tangguh Sago Operating Limited (1)
United Kingdom29.7%
Tanker Investments Ltd.Marshall Islands29.8%
Teekay BLT Corporation (1)
Marshall Islands29.7%
Teekay BLT Finance Corporation (1)
Marshall Islands29.7%
Teekay Business Process Services, Inc.Philippines100%
Teekay Chartering LimitedMarshall Islands29.8%
Teekay Cyprus LimitedCyprus100%
Teekay Finance LimitedBermuda100%
Teekay GP L.L.C. (1)
Marshall Islands100%
Teekay Holdings Australia Pty Ltd.Australia100%
Teekay Holdings LimitedBermuda100%
Teekay Hummingbird Production LimitedUnited Kingdom100%
Teekay Lightering Services L.L.C.Marshall Islands100%
Teekay Luxembourg S.A.R.L. (1)
Luxembourg42.4%
Teekay Marine (Singapore) Pte. Ltd.Singapore29.8%
Teekay Marine Holdings Ltd.Marshall Islands29.8%
Teekay Marine Ltd.Marshall Islands29.8%
Teekay Marine Resources Pty Ltd.Australia100%
Teekay Marine Solutions Inc.USA29.8%



Teekay Nakilat (II) Limited (1)
United Kingdom29.7%
Teekay Nakilat Corporation (1)
Marshall Islands29.7%
Teekay Nakilat Holdings (III) Corporation (1)
Marshall Islands42.4%
Teekay Nakilat Holdings Corporation (1)
Marshall Islands42.4%
Teekay Petrojarl Floating Production (UK) Ltd.United Kingdom100%
Teekay Service Holdings Cooperatief U.A.Netherlands100%
Teekay Services Ltd.Bermuda100%
Teekay Shipbuilding Supervision Services L.L.C.Marshall Islands100%
Teekay Shipping (Australia) Pty Ltd.Australia100%
Teekay Shipping (Canada) Ltd.Canada100%
Teekay Shipping (Glasgow) Ltd. (1)
United Kingdom100%
Teekay Shipping (India) Private LimitedIndia100%
Teekay Shipping (Singapore) Pte. Ltd.Singapore100%
Teekay Shipping (UK) Ltd.United Kingdom100%
Teekay Shipping (USA) Inc.USA100%
Teekay Shipping Limited (1)
Bermuda100%
Teekay Shipping Philippines Inc.Philippines100%
Teekay Spain S.L.U. (1)
Spain42.4%
Teekay Tangguh Borrower L.L.C. (1)
Marshall Islands42.4%
Teekay Tangguh Holdings Corporation (1)
Marshall Islands42.4%
Teekay Tanker Operations Ltd.Marshall Islands29.8%
Teekay Tankers Chartering L.L.C.Marshall Islands29.8%
Teekay Tankers Chartering Pte. Ltd.Singapore29.8%
Teekay Tankers Holdings Ltd.Marshall Islands29.8%
Teekay Tankers HZ Hull No. H 1586 L.L.C.Marshall Islands29.8%
Teekay Tankers HZ Hull No. H 1587 L.L.C.Marshall Islands29.8%
Teekay Tankers HZ Hull No. H 1592 L.L.C.Marshall Islands29.8%
Teekay Tankers HZ Hull No. H 1593 L.L.C.Marshall Islands29.8%
Teekay Tankers Ltd. (3)
Marshall Islands29.8%
Teekay Tankers TS Hull No. S-1415 L.L.C.Marshall Islands29.8%
Teekay Workboats L.L.C.USA29.8%
Tianlong Spirit L.L.C.Marshall Islands29.8%
Tokyo Spirit L.L.C.Marshall Islands29.8%
Torben Spirit L.L.C. (1)
Marshall Islands42.4%
TPO ASNorway100%
TPO Investments Inc.Marshall Islands100%
Ugland Stena Storage ASNorway100%
Yamal Spirit L.L.C. (1)
Marshall Islands42.4%
Yamuna Spirit L.L.C.Marshall Islands29.8%
Zenith Spirit L.L.C.Marshall Islands29.8%
Zhonghua Hull No. 451 L.L.C. (1)
Marshall Islands42.4%

(1)This entity no longer constitutes a consolidated subsidiary of Teekay Corporation, following the Company's sale of the Teekay Gas Business, including all of its interest in Seapeak LCC (fka. Teekay LNG Partners L.P.), in January 2022.
(2)The partnership is controlled by its general partner. Teekay Corporation has a 100% beneficial ownership in the general partner. In limited cases, approval of a majority or supermajority of the common unitholders (in some cases excluding units held by the general partner and its affiliates) is required to approve certain actions. Effective on February 25, 2022, Teekay LNG Partners L.P. converted from a limited partnership formed under the laws of the Republic of the Marshall Islands into a limited liability company formed under the laws of the Republic of the Marshall Islands, and changed its name from “Teekay LNG Partners L.P.” to “Seapeak LLC”.
(3)Proportion of voting power held is 54.7%.

EX-12.1 4 tkcex-121q42021.htm EX-12.1 Document

EXHIBIT 12.1
CERTIFICATION
I, Kenneth Hvid, President and Chief Executive Officer of the Company, certify that:
1I have reviewed this annual report on Form 20-F of Teekay Corporation (the “Company”);
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d-15(f)) for the Company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: April 6, 2022By:/s/ Kenneth Hvid
Kenneth Hvid
President and Chief Executive Officer


EX-12.2 5 tkcex-122q42021.htm EX-12.2 Document

EXHIBIT 12.2
CERTIFICATION
I, Vincent Lok, Executive Vice President and Chief Financial Officer of the Company, certify that:
1I have reviewed this annual report on Form 20-F of Teekay Corporation (the “Company”);
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d-15(f)) for the Company and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: April 6, 2022By:/s/ Vincent Lok
Vincent Lok
Executive Vice President and Chief Financial Officer


EX-13.1 6 tkcex-131q42021.htm EX-13.1 Document

EXHIBIT 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teekay Corporation (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Kenneth Hvid, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 6, 2022
By:/s/ Kenneth Hvid
Kenneth Hvid
President and Chief Executive Officer


EX-13.2 7 tkcex-132q42021.htm EX-13.2 Document

EXHIBIT 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teekay Corporation (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Vincent Lok, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 6, 2022
By:/s/ Vincent Lok
Vincent Lok
Executive Vice President and Chief Financial Officer


EX-15.1 8 tkcex-151q42021.htm EX-15.1 Document



EXHIBIT 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statements (Nos. 333-42434, 333-119564, 333-147683, 333-166523 and 333-187142) on Form S-8 and the registration statements (Nos. 033-97746, 333-212787, 333-231003, and 333-251793) on Form F-3 of our reports dated April 6, 2022, with respect to the consolidated financial statements and financial statement schedule I of Teekay Corporation and the effectiveness of internal control over financial reporting.


/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
April 6, 2022


EX-101.SCH 9 tk-20211231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 000010001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 100010002 - Statement - Consolidated Statements of Income (Loss) link:presentationLink link:calculationLink link:definitionLink 100020003 - Statement - Consolidated Statements of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 100030004 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 100040005 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 100050006 - Statement - Consolidated Statement of Changes in Total Equity link:presentationLink link:calculationLink link:definitionLink 210011001 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 220022001 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 230033001 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 240044001 - Disclosure - Summary of Significant Accounting Policies - Basis of Presentation (Details) link:presentationLink link:calculationLink link:definitionLink 240054002 - Disclosure - Summary of Significant Accounting Policies - Non-controlling Interests (Detail) link:presentationLink link:calculationLink link:definitionLink 240064003 - Disclosure - Summary of Significant Accounting Policies - Vessels and equipment (Detail) link:presentationLink link:calculationLink link:definitionLink 240074004 - Disclosure - Summary of Significant Accounting Policies - Summary of Capitalized Dry Docking Costs (Detail) link:presentationLink link:calculationLink link:definitionLink 240084005 - Disclosure - Summary of Significant Accounting Policies - Schedule of Accumulated Other Comprehensive Income (Loss) (Detail) link:presentationLink link:calculationLink link:definitionLink 240094006 - Disclosure - Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Employee Pension Plans (Details) link:presentationLink link:calculationLink link:definitionLink 240104007 - Disclosure - Summary of Significant Accounting Policies - Accounting Pronouncements (Details) link:presentationLink link:calculationLink link:definitionLink 210111002 - Disclosure - Revenue link:presentationLink link:calculationLink link:definitionLink 230123002 - Disclosure - Revenue (Tables) link:presentationLink link:calculationLink link:definitionLink 240134008 - Disclosure - Revenue - Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 240144009 - Disclosure - Revenue - Operating Leases (Details) link:presentationLink link:calculationLink link:definitionLink 240154010 - Disclosure - Revenue - Direct Financing Leases (Details) link:presentationLink link:calculationLink link:definitionLink 240164011 - Disclosure - Revenue - Contract Costs, Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 210171003 - Disclosure - Segment Reporting link:presentationLink link:calculationLink link:definitionLink 230183003 - Disclosure - Segment Reporting (Tables) link:presentationLink link:calculationLink link:definitionLink 240194012 - Disclosure - Segment Reporting - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 240204013 - Disclosure - Segment Reporting - Revenue and Income from Vessel Operations by Segment (Detail) link:presentationLink link:calculationLink link:definitionLink 240214014 - Disclosure - Segment Reporting - Revenue and Income from Vessel Operations by Segment - Intersegment revenue (Detail) link:presentationLink link:calculationLink link:definitionLink 240224015 - Disclosure - Segment Reporting - Revenues and Percentage of Consolidated Revenues (Detail) link:presentationLink link:calculationLink link:definitionLink 240234016 - Disclosure - Segment Reporting - Other Income Statement Items by Segment (Detail) link:presentationLink link:calculationLink link:definitionLink 240244017 - Disclosure - Segment Reporting - Reconciliation of Total Segment Assets (Detail) link:presentationLink link:calculationLink link:definitionLink 240254018 - Disclosure - Segment Reporting - Capital Expenditures by Segment (Detail) link:presentationLink link:calculationLink link:definitionLink 210261004 - Disclosure - Equity Financing Transactions of the Daughter Companies link:presentationLink link:calculationLink link:definitionLink 240274019 - Disclosure - Equity Financing Transactions of the Daughter Companies - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 210281005 - Disclosure - Goodwill and Intangible Assets link:presentationLink link:calculationLink link:definitionLink 230293004 - Disclosure - Goodwill and Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 240304020 - Disclosure - Goodwill and Intangible Assets - Carrying Amount of Goodwill for Company's Reportable Segment (Detail) link:presentationLink link:calculationLink link:definitionLink 240314021 - Disclosure - Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) link:presentationLink link:calculationLink link:definitionLink 240324022 - Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 210331006 - Disclosure - Accrued Liabilities and Other and Other Long-Term Liabilities link:presentationLink link:calculationLink link:definitionLink 230343005 - Disclosure - Accrued Liabilities and Other and Other Long-Term Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 240354023 - Disclosure - Accrued Liabilities and Other and Other Long-Term Liabilities - Schedule of Accrued Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 240364024 - Disclosure - Accrued Liabilities and Other and Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 240374025 - Disclosure - Accrued Liabilities and Other and Other Long-Term Liabilities - Asset Retirement Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 210381007 - Disclosure - Short-Term Debt link:presentationLink link:calculationLink link:definitionLink 240394026 - Disclosure - Short-Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 210401008 - Disclosure - Long-Term Debt link:presentationLink link:calculationLink link:definitionLink 230413006 - Disclosure - Long-Term Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 240424027 - Disclosure - Long-Term Debt - Summary of Long-Term Debt (Detail) link:presentationLink link:calculationLink link:definitionLink 240434028 - Disclosure - Long-Term Debt - Additional Information - Revolvers (Detail) link:presentationLink link:calculationLink link:definitionLink 240444029 - Disclosure - Long-Term Debt - Additional Information - Senior and Convertible Notes (Detail) link:presentationLink link:calculationLink link:definitionLink 240454030 - Disclosure - Long-Term Debt - Additional Information - Term Loans (Detail) link:presentationLink link:calculationLink link:definitionLink 240464031 - Disclosure - Long-Term Debt - Additional Information - Other (Detail) link:presentationLink link:calculationLink link:definitionLink 210471009 - Disclosure - Operating Leases link:presentationLink link:calculationLink link:definitionLink 230483007 - Disclosure - Operating Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 240494032 - Disclosure - Operating Leases - Charters-in (Detail) link:presentationLink link:calculationLink link:definitionLink 240504033 - Disclosure - Operating Leases - Schedule of Estimated Future Minimum Rental Payments to be Received and Paid Under Lease Contracts (Detail) link:presentationLink link:calculationLink link:definitionLink 210511010 - Disclosure - Obligations Related to Finance Leases link:presentationLink link:calculationLink link:definitionLink 230523008 - Disclosure - Obligations Related to Finance Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 240534034 - Disclosure - Obligations Related to Finance Leases (Details) link:presentationLink link:calculationLink link:definitionLink 240544035 - Disclosure - Obligations Related to Finance Leases - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 240554036 - Disclosure - Obligations Related to Finance Leases - Schedule of Repayments of Capital Leases Including Imputed Interest (Detail) link:presentationLink link:calculationLink link:definitionLink 210561011 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 230573009 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 240584037 - Disclosure - Fair Value Measurements - Fair Value of Financial Instruments and Other Non-Financial Assets (Detail) link:presentationLink link:calculationLink link:definitionLink 210591012 - Disclosure - Capital Stock link:presentationLink link:calculationLink link:definitionLink 230603010 - Disclosure - Capital Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 240614038 - Disclosure - Capital Stock - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 240624039 - Disclosure - Capital Stock - Additional Information, Stock-based compensation (Details) link:presentationLink link:calculationLink link:definitionLink 240634040 - Disclosure - Capital Stock - Summary of Stock Option Activity and Related Information (Detail) link:presentationLink link:calculationLink link:definitionLink 240644041 - Disclosure - Capital Stock - Non-Vested Stock Option Activity and Related Information (Detail) link:presentationLink link:calculationLink link:definitionLink 240654042 - Disclosure - Capital Stock - Details Regarding Outstanding and Exercisable Stock Options (Detail) link:presentationLink link:calculationLink link:definitionLink 240664043 - Disclosure - Capital Stock - Additional Information, Stock-based compensation of Subsidiaries (Details) link:presentationLink link:calculationLink link:definitionLink 210671013 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 240684044 - Disclosure - Related Party Transactions (Detail) link:presentationLink link:calculationLink link:definitionLink 210691014 - Disclosure - Other Loss link:presentationLink link:calculationLink link:definitionLink 230703011 - Disclosure - Other (Loss) Income (Tables) link:presentationLink link:calculationLink link:definitionLink 240714045 - Disclosure - Other Loss (Detail) link:presentationLink link:calculationLink link:definitionLink 210721015 - Disclosure - Derivative Instruments and Hedging Activities link:presentationLink link:calculationLink link:definitionLink 230733012 - Disclosure - Derivative Instruments and Hedging Activities (Tables) link:presentationLink link:calculationLink link:definitionLink 240744046 - Disclosure - Derivative Instruments and Hedging Activities - Interest Rate Swap Agreements (Detail) link:presentationLink link:calculationLink link:definitionLink 240754047 - Disclosure - Derivative Instruments and Hedging Activities - Interest Rate Swap Agreements (Footnote) (Detail) link:presentationLink link:calculationLink link:definitionLink 240764048 - Disclosure - Derivative Instruments and Hedging Activities - Location and Fair Value Amounts of Derivative Instruments (Detail) link:presentationLink link:calculationLink link:definitionLink 240774049 - Disclosure - Derivative Instruments and Hedging Activities - Effect of Gain (Loss) on Derivatives Not Designated as Hedging Instruments (Detail) link:presentationLink link:calculationLink link:definitionLink 240784050 - Disclosure - Derivative Instruments and Hedging Activities - FX Forwards (Detail) link:presentationLink link:calculationLink link:definitionLink 210791016 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 230803013 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 240814051 - Disclosure - Commitments and Contingencies - Liquidity (Details) link:presentationLink link:calculationLink link:definitionLink 240824052 - Disclosure - Commitments and Contingencies - Other (Details) link:presentationLink link:calculationLink link:definitionLink 210831017 - Disclosure - Supplemental Cash Flow Information link:presentationLink link:calculationLink link:definitionLink 230843014 - Disclosure - Supplemental Cash Flow Information (Tables) link:presentationLink link:calculationLink link:definitionLink 240854053 - Disclosure - Supplemental Cash Flow Information - Cash and Cash Equivalents and Restricted Cash (Details) link:presentationLink link:calculationLink link:definitionLink 240864054 - Disclosure - Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 240874055 - Disclosure - Supplemental Cash Flow Information - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 210881018 - Disclosure - Write-down and loss on sale of vessels link:presentationLink link:calculationLink link:definitionLink 230893015 - Disclosure - Write-down and loss on sale of vessels (Tables) link:presentationLink link:calculationLink link:definitionLink 240904056 - Disclosure - Write-down and loss on sale of vessels - Net (Loss) Gain on Sale of Vessels, Equipment and Other Operating Assets (Detail) link:presentationLink link:calculationLink link:definitionLink 240914057 - Disclosure - Write-down and loss on sale of vessels - Additional Information - Asset Impairments (Detail) link:presentationLink link:calculationLink link:definitionLink 210921019 - Disclosure - Net Loss Per Share link:presentationLink link:calculationLink link:definitionLink 230933016 - Disclosure - Net Loss Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 240944058 - Disclosure - Net Loss Per Share - Schedule of Income (Loss) Per Share (Detail) link:presentationLink link:calculationLink link:definitionLink 240954059 - Disclosure - Net Loss Per Share - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 210961020 - Disclosure - Restructuring Charges link:presentationLink link:calculationLink link:definitionLink 240974060 - Disclosure - Restructuring Charges (Detail) link:presentationLink link:calculationLink link:definitionLink 210981021 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 230993017 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 241004061 - Disclosure - Income Taxes - Components of Company's Deferred Tax Assets and Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 241014062 - Disclosure - Income Taxes - Components of Company's Deferred Tax Assets and Liabilities (Footnote) (Detail) link:presentationLink link:calculationLink link:definitionLink 241024063 - Disclosure - Income Taxes - Components of Provision for Income Taxes (Detail) link:presentationLink link:calculationLink link:definitionLink 241034064 - Disclosure - Income Taxes - Reconciliations of Income Tax Rates and Actual Tax Charge (Detail) link:presentationLink link:calculationLink link:definitionLink 241044065 - Disclosure - Income Taxes - Unrecognized Tax Benefits, Recorded in Other Long-Term Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 241054066 - Disclosure - Income Taxes - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 211061022 - Disclosure - Equity-accounted Investments link:presentationLink link:calculationLink link:definitionLink 241074067 - Disclosure - Equity-accounted Investments - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 241084068 - Disclosure - Equity-accounted Investments - Condensed Summary of Company's Investments in and Advances to Joint Ventures (Detail) link:presentationLink link:calculationLink link:definitionLink 211091023 - Disclosure - Discontinued Operations and Disposal Groups link:presentationLink link:calculationLink link:definitionLink 231103018 - Disclosure - Discontinued Operations and Disposal Groups (Tables) link:presentationLink link:calculationLink link:definitionLink 241114069 - Disclosure - Discontinued Operations and Disposal Groups IFVO (Details) link:presentationLink link:calculationLink link:definitionLink 241124070 - Disclosure - Discontinued Operations and Disposal Groups Balance Sheet (Details) link:presentationLink link:calculationLink link:definitionLink 241134071 - Disclosure - Discontinued Operations and Disposal Groups EAI Summary (Details) link:presentationLink link:calculationLink link:definitionLink 241144072 - Disclosure - Discontinued Operations and Disposal Groups (Details) link:presentationLink link:calculationLink link:definitionLink 211151024 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 241164073 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 211171025 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant link:presentationLink link:calculationLink link:definitionLink 231183019 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant Schedule I Condensed Non-Consolidated Financial Information of Registrant (Tables) link:presentationLink link:calculationLink link:definitionLink 241194074 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Condensed Balance Sheet (Details) link:presentationLink link:calculationLink link:definitionLink 241204075 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Condensed Statements of (Loss) Income (Details) link:presentationLink link:calculationLink link:definitionLink 241214076 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Condensed Statements of Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink 241224077 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Basis of presentation (Details) link:presentationLink link:calculationLink link:definitionLink 241234078 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Long-term debt (Details) link:presentationLink link:calculationLink link:definitionLink 241244079 - Disclosure - Schedule I Condensed Non-Consolidated Financial Information of Registrant - Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 10 tk-20211231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 11 tk-20211231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 12 tk-20211231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Seapeak Seapeak [Member] Seapeak Customer [Domain] Customer [Domain] Restricted Cash and Cash Equivalents [Axis] Restricted Cash and Cash Equivalents [Axis] Vested restricted stock (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Consolidated Entities [Axis] Consolidated Entities [Axis] Property Subject to or Available for Operating Lease [Axis] Property Subject to or Available for Operating Lease [Axis] Other Intangible Assets Other Intangible Assets [Member] 2020 Debt Facility Maturing in December 2024 2020 Debt Facility Maturing in December 2024 [Member] 2020 Debt Facility Maturing in December 2024 Fair Value, Concentration of Risk, Disclosure Items [Domain] Fair Value, Concentration of Risk, Disclosure Items [Domain] Disposal Group, Including Discontinued Operation, Other Liabilities, Current Disposal Group, Including Discontinued Operation, Other Liabilities, Current Derivative Liability Derivative Liability Dividends declared Dividends, Common Stock, Cash Security Exchange Name Security Exchange Name Conversion price (in dollars per share) Debt Instrument, Convertible, Conversion Price Major Property Class [Domain] Major Property Class [Domain] Common stock and additional paid-in capital ($0.001 par value; 725,000,000 shares authorized; 101,571,141 shares outstanding and issued (2020 – 101,108,886)) (note 12) Common Stocks, Including Additional Paid in Capital Operating Lease, Weighted Average Remaining Lease Term Operating Lease, Weighted Average Remaining Lease Term Foreign currency Foreign Currency Transactions and Translations Policy [Policy Text Block] Entity Address, Country Entity Address, Country Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Investment, Name [Axis] Investment, Name [Axis] Derivative instruments Derivatives, Policy [Policy Text Block] Decrease in cash, cash equivalents, restricted cash and cash held for sale Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Operating Leases, Income Statement, Lease Revenue Operating Lease, Lease Income Long-term Debt, Maturities, Repayments of Principal in Year Two Long-Term Debt, Maturity, Year Two Total Long-term Lease Total Long-Term Lease [Member] Total Long-Term Lease Gain (Loss) on Disposition of Assets Gain (Loss) on Disposition of Assets Series D Warrant Series D Warrant [Member] Series D Warrant [Member] Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down Range of Exercise Prices, lower limit (USD per share) Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit Debt Conversion, Name [Domain] Debt Conversion, Name [Domain] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Amortization expense Amortization of Intangible Assets Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Income Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Income Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Income Asset retirement obligation Asset Retirement Obligation [Abstract] Increases for positions related to prior years Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Net deferred tax assets Deferred Tax Assets, Net Anti-dilutive effect on calculation of diluted loss per common share attributable to outstanding stock-based awards Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Operating Lease, Weighted Average Discount Rate, Percent Operating Lease, Weighted Average Discount Rate, Percent Available capacity reduced under revolving credit facility in year 2 Line Of Credit Reduction Of Available Borrowing Capacity In Year Two Line Of Credit Reduction Of Available Borrowing Capacity In Year Two Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Additional Interest Issued to Parent Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Additional Interest Issued to Parent Contract with Customer, Liability, Revenue Recognized Contract with Customer, Liability, Revenue Recognized Sale of Stock [Axis] Sale of Stock [Axis] Subsequent Events [Abstract] Subsequent Events [Abstract] Proceeds From Divestiture Of Businesses Adjustment Proceeds From Divestiture Of Businesses Adjustment Proceeds From Divestiture Of Businesses Adjustment Restricted cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Business Acquisition [Axis] Business Acquisition [Axis] Condensed Cash Flow Statement [Table] Condensed Cash Flow Statement [Table] Lessor, Lease, Description [Table] Lessor, Lease, Description [Table] Details of Impairment of Long-Lived Assets Held and Used by Asset Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block] Award Type [Domain] Award Type [Domain] Local Phone Number Local Phone Number Other Entities and Eliminations Other Entities And Eliminations [Member] Other Entities And Eliminations [Member] Non-recurring Fair Value, Nonrecurring [Member] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Options Exercisable - end of year (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Condensed Income Statement [Table] Condensed Income Statement [Table] Long-term Debt, Term Long-term Debt, Term Goodwill and intangible assets Goodwill and Intangible Assets, Policy [Policy Text Block] Suezmax, Aframax and LR2 Vessels Suezmax, Aframax and LR2 Vessels [Member] Suezmax, Aframax and LR2 Vessels New Accounting Pronouncements or Change in Accounting Principle [Line Items] New Accounting Pronouncements or Change in Accounting Principle [Line Items] Currency [Axis] Currency [Axis] Accumulated Deficit Retained Earnings Retained Earnings [Member] Proceeds from sale of assets, net of cash sold (notes 13 and 18) Proceeds from Divestiture of Businesses and Interests in Affiliates Settlement with Taxing Authority Settlement with Taxing Authority [Member] Noncontrolling Interest, Ownership Percentage by Parent Noncontrolling Interest, Ownership Percentage by Parent Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Debt Instrument, Redemption, Period Four [Member] Debt Instrument, Redemption, Period Four [Member] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] Accounts receivable Increase (Decrease) in Accounts Receivable Cash and Restricted Cash Cash and Restricted Cash [Member] Cash and Restricted Cash Debt Instrument, Repurchased Face Amount Debt Instrument, Repurchased Face Amount Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Short-term Debt [Member] Short-term Debt [Member] Comprehensive income (loss) Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Scheduled repayments of obligations related to finance leases Finance Lease, Principal Payments Prepayments of short-term debt Repayments of Short-term Debt Share-based compensation Compensation Related Costs, Policy [Policy Text Block] Derivative, Fixed Interest Rate Derivative, Fixed Interest Rate Earnings Per Share, Basic Earnings Per Share, Basic Time-charter hire expenses (note 13) Operating Lease, Expense Net Cash Provided by (Used in) Investing Activities, Continuing Operations Net Cash Provided by (Used in) Investing Activities, Continuing Operations Condensed Balance Sheet [Table Text Block] Condensed Balance Sheet [Table Text Block] Revenue Revenue from Contract with Customer [Text Block] Lease revenue [Member] Lease revenue [Member] Lease revenue [Member] Decrease in Net Income Loss Attributable to Controlling Interest Decrease in Net Income Loss Attributable to Controlling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred Decrease in Net Income Loss Attributable to Controlling Interest, Realized Gain Loss on Sale of Vessels Previously Deferred Disposal Group, Including Discontinued Operation, Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Disposal Group, Including Discontinued Operation, Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Disposal Group, Including Discontinued Operation, Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Sales-type Lease, Unguaranteed Residual Asset Sales-type Lease, Unguaranteed Residual Asset Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months Long-Term Debt, Maturity, Year One Unamortized Debt Issuance Expense Unamortized Debt Issuance Expense Interest Expense, Debt Interest Expense, Debt Common Unit, Issuance Value Common Unit, Issuance Value Portion at Fair Value Measurement Fair Value Measurement [Domain] Cash Provided by (Used in) Investing Activities, Discontinued Operations Cash Provided by (Used in) Investing Activities, Discontinued Operations Pension liabilities Liability, Defined Benefit Pension Plan, Noncurrent Cumulative Effect, Period of Adoption, Adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Other Other Noncash Income (Expense) Total deferred tax liabilities Deferred Tax Liabilities, Net Derivative Asset, Fair Value, Gross Asset Derivative Asset, Fair Value, Gross Asset Assets held for sale - restricted cash Restricted Cash and Cash Equivalents Percentage of Exposure to Loan Guarantee Percentage of Exposure to Loan Guarantee Percentage of Exposure to Loan Guarantee Unrealized gain (loss) on qualifying cash flow hedging instruments - discontinued operations Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax Teekay Tankers and Seapeak Teekay Tankers and Seapeak [Member] Teekay Tankers and Seapeak Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Debt Instrument, Redemption, Period Two [Member] Debt Instrument, Redemption, Period Two [Member] Entity Voluntary Filers Entity Voluntary Filers July 2017, November 2018 and November 2021 Sale Leaseback July 2017, November 2018 and November 2021 Sale Leaseback [Member] July 2017, November 2018 and November 2021 Sale Leaseback Plan Name [Axis] Plan Name [Axis] Long-term Debt Long-term Debt Long-term Debt Long-term Debt Prepaid expenses Prepaid Expense Level 1 Fair Value, Inputs, Level 1 [Member] Impairments of investments Other than Temporary Impairment Losses, Investments Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Cash and cash equivalents Cash and Cash Equivalents [Member] Increases for positions related to the current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Altera Altera [Member] Altera Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Asset retirement obligation Asset Retirement Obligation [Policy Text Block] Non-Controlling Interests Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] Sale Leaseback Transaction, Name [Domain] Sale Leaseback Transaction, Name [Domain] Additional Paid in Capital Additional Paid in Capital LIABILITIES AND EQUITY Liabilities and Equity [Abstract] Accounts payable Increase (Decrease) in Accounts Payable Interest Rate Swap Agreements Interest Rate Swap [Member] Interest Rate Swap [Member] Current portion of derivative liabilities (note 15) Derivative Liability, Current Derivative Liability, Current Future Proceeds from Lease Payment, Operating Activity Future Proceeds from Lease Payment, Operating Activity Future Proceeds from Lease Payment, Operating Activity Accrued Liabilities and Other and Other Long-Term Liabilities Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] Entity Interactive Data Current Entity Interactive Data Current Number of Lessors Number of Lessors Number of Lessors Finite-Lived Intangible Assets, Amortization Expense, Year Four Finite-Lived Intangible Asset, Expected Amortization, Year Four Settlements with tax authority Settlements with tax authority Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Reconciliation of Total Segment Assets Reconciliation of Assets from Segment to Consolidated [Table Text Block] Range Of Exercise Prices Three [Member] Range Of Exercise Prices Three [Member] Range of exercise prices three. Decrease in Net Income Loss Attributable to Noncontrolling Interest Decrease in Net Income Loss Attributable to Noncontrolling Interest Decrease in Net Income Loss Attributable to Noncontrolling Interest, Realized Gain Loss on Sale of Vessels Previously Deferred Conversion rate Debt Instrument, Convertible, Conversion Ratio Balance Sheet Location [Domain] Balance Sheet Location [Domain] Comprehensive income attributable to non-controlling interests Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Sale of Stock, Offering Amount Sale of Stock, Offering Amount Sale of Stock, Offering Amount Unrecognized tax benefits (note 21) Balance of unrecognized tax benefits as at January 1 Balance of unrecognized tax benefits as at December 31 Unrecognized Tax Benefits Income Tax Authority [Domain] Income Tax Authority [Domain] Total deferred tax assets Deferred Tax Assets, Gross Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Lessee, Finance Leases [Text Block] Lessee, Finance Leases [Text Block] Disposal Group, Including Discontinued Operation, Operating Income (Loss) Disposal Group, Including Discontinued Operation, Operating Income (Loss) Restructuring liabilities Restructuring Reserve Loss Contingency, Damages Sought, Value Loss Contingency, Damages Sought, Value Lessor, Operating Lease, Payments to be Received, Next Twelve Months Lessor, Operating Lease, Payment to be Received, Year One Lessor, Operating Lease, Option to Extend Lessor, Operating Lease, Option to Extend Current Liabilities, Current [Abstract] Aframax Tanker 3 Aframax Tanker 3 [Member] Aframax Tanker 3 Other Income (Loss) [Table] Other Income (Loss) [Table] Other Income (Loss) [Table] Net financing cash flow - discontinued operations (note 23) Cash Provided by (Used in) Financing Activities, Discontinued Operations General and administrative expenses (note 13) General and administrative expenses General and Administrative Expense BP Exploration Operating Co. Ltd. BP Exploration Operating Co. Ltd. [Member] BP Exploration Operating Co. Ltd. Restatement [Axis] Revision of Prior Period [Axis] Restructuring Plan [Domain] Restructuring Plan [Domain] Due from joint ventures Due from Joint Ventures, Noncurrent Due from Joint Ventures, Noncurrent Weighted-Average Exercise Price, Exercisable - end of year (dollars per share) Exercisable Options, Weighted-Average Exercise Price (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Minimum level of free cash be maintained as per loan agreements Minimum Level Of Free Cash Maintained Per Loan Agreements Minimum level of free cash maintained per loan agreements. Other Comprehensive Income Location [Domain] Other Comprehensive Income Location [Domain] Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Accounting Policies [Abstract] Accounting Policies [Abstract] Derivative Instrument [Axis] Derivative Instrument [Axis] Employee Pension Plans [Abstract] Employee Pension Plans [Abstract] Employee Pension Plans [Abstract] Accrued revenue Accrued Fees and Other Revenue Receivable Finance Lease Liability, Gross Finance Lease Liability, Gross Finance Lease Liability, Gross Oil Tanker Oil Tanker [Member] Oil Tanker [Member] Partner Type of Partners' Capital Account, Name [Domain] Partner Type of Partners' Capital Account, Name [Domain] Lease liability Operating Lease, Liability Operating Lease, Liability Document Transition Report Document Transition Report Net loss attributable to the shareholders of Teekay Corporation, continuing operations Net loss attributable to the shareholders of Teekay Corporation, continuing operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Finance Lease, Weighted Average Discount Rate, Percent Finance Lease, Weighted Average Discount Rate, Percent November 2021 Sale Leaseback November 2021 Sale Leaseback [Member] November 2021 Sale Leaseback Disposal Group, Including Discontinued Operation, Liabilities Disposal Group, Including Discontinued Operation, Liabilities Changes to non-controlling interest from equity contributions and other Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Issuance of Equity by Subsidiary to Noncontrolling Interests Customer Concentration Risk Customer Concentration Risk [Member] Lessee, Operating Leases Lessee, Operating Leases [Text Block] Defined Benefit Plan, Funded (Unfunded) Status of Plan Defined Benefit Plan, Funded (Unfunded) Status of Plan Non-lease Component [Member] Non-lease Component [Member] Non-lease Component [Member] Asset Retirement Obligation, Revision of Estimate Asset Retirement Obligation, Revision of Estimate ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Other Commitments [Table] Other Commitments [Table] Changes to non-controlling interest from equity contributions and other Noncontrolling Interest, Increase from Subsidiary Equity Issuance Continuous Offering Program Continuous Offering Program [Member] Continuous Offering Program [Member] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Ownership [Axis] Ownership [Axis] Legal Entity [Axis] Legal Entity [Axis] September 2021 Sale Leaseback September 2021 Sale Leaseback [Member] September 2021 Sale Leaseback Class of Stock [Axis] Class of Stock [Axis] Document Shell Company Report Document Shell Company Report Disposal Group, Including Discontinued Operation, Interest Income Disposal Group, Including Discontinued Operation, Interest Income Preferred Partner Preferred Partner [Member] Prepayments of long-term debt Early Repayment of Long-Term Debt Early Repayment of Long-Term Debt Dividends [Domain] Dividends [Domain] Unrecognized Tax Benefits, Recorded in Other Long-Term Liabilities Summary of Income Tax Contingencies [Table Text Block] Foreign Currency Transaction Gain (Loss), Unrealized and Other Foreign Currency Transaction Gain (Loss), Unrealized and Other Foreign Currency Transaction Gain (Loss), Unrealized and Other Income Tax Authority [Axis] Income Tax Authority [Axis] Prepaid expenses Prepaid Expense and Other Assets, Current Finance Lease, Liability, to be Paid, after Year Five Finance Lease, Liability, to be Paid, after Year Five Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] Revenue from related parties Revenue from Related Parties Accrued liabilities Accrued Liabilities, Current Entity [Domain] Entity [Domain] • Cash dividends declared Dividends declared per share Common Stock, Dividends, Per Share, Declared Revenues (notes 2 and 13) Revenues Revenues Revenue from Contract with Customer, Excluding Assessed Tax Share-based Payment Arrangement, Option [Member] Stock Options Share-based Payment Arrangement, Option [Member] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Equity [Abstract] Equity [Abstract] Consolidation Items [Domain] Consolidation Items [Domain] Accumulated other comprehensive loss Comprehensive Income, Policy [Policy Text Block] Vessels and equipment Deferred Tax Assets, Property, Plant and Equipment Disposal Group, Including Discontinued Operation, Gain (Loss) on Sale of Assets and Asset Impairment Charges Disposal Group, Including Discontinued Operation, Gain (Loss) on Sale of Assets and Asset Impairment Charges Disposal Group, Including Discontinued Operation, Gain (Loss) on Sale of Assets and Asset Impairment Charges Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Variable Rate [Axis] Variable Rate [Axis] Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Segment Reporting Segment Reporting Disclosure [Text Block] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Time-charter swap Time-charter swap [Member] Time-charter swap Current portion of net investment in sales-type lease, net (note 2) Net Investment in Lease, Current Net Investment in Lease, after Allowance for Credit Loss, Current Regulatory Asset [Axis] Regulatory Asset [Axis] Range Of Exercise Prices Two [Member] Range Of Exercise Prices Two [Member] Range of exercise prices two. Property, Plant and Equipment [Roll Forward] Movement in Property, Plant and Equipment [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Document Fiscal Year Focus Document Fiscal Year Focus Vessels and equipment Property, Plant and Equipment [Abstract] Prepayments of obligations related to finance leases Prepayment of Finance Lease Obligations Prepayment of Finance Lease Obligations Vessel operating expenses (note 13) Operating Costs and Expenses Variable Rate [Domain] Variable Rate [Domain] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Cash and Cash Equivalents [Abstract] Cash and Cash Equivalents [Abstract] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Interest Payable Interest Payable Lease [Member] Lease [Member] Lease Commitment [Member] Collateral [Domain] Collateral Held [Domain] Equity-accounted investments Equity Method Investments [Policy Text Block] Number of shares available through exercise of stock purchase warrant Class of Warrant or Right, Number of Securities Called by Warrants or Rights Direct Financing Lease, Lease Income Direct Financing Lease, Lease Income [Table Text Block] Other assets not allocated Other Assets [Member] Other loss (note 14) Other loss Other Nonoperating Income (Expense) Long-term Debt, Fair Value Long-term Debt, Fair Value Sale Leaseback Transactions [Table Text Block] Sale Leaseback Transactions [Table Text Block] Debt Instrument, Collateral, Number of Vessels Debt Instrument, Collateral, Number of Vessels Debt Instrument, Collateral, Number of Vessels Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Impaired Long-Lived Assets Held and Used, Asset Name [Domain] Impaired Long-Lived Assets Held and Used, Asset Name [Domain] Other investing activities Payments for (Proceeds from) Other Investing Activities Aframax Tanker 2 Aframax Tanker 2 [Member] Aframax Tanker 2 Maximum Maximum [Member] Aframax Tanker [Member] Aframax Tanker [Member] Aframax Tanker [Member] Capital Unit, Class [Domain] Capital Unit, Class [Domain] Address Type [Domain] Address Type [Domain] Hull coverage ratio for first three years Debt Covenant Minimum Hull Coverage Ratio, Years 1, 2 and 3 Debt Covenant Minimum Hull Coverage Ratio, Years 1, 2 and 3 Sale Leaseback Transaction, Description [Axis] Sale Leaseback Transaction, Description [Axis] Award Type [Axis] Award Type [Axis] Voyage charters Voyage charters [Member] Voyage charters [Member] Lessee, Operating Lease, Liability, Maturity [Table Text Block] Lessee, Operating Lease, Liability, Maturity [Table Text Block] Revenues and Percentage of Consolidated Revenues Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] Beginning Balance Ending Balance Stockholders' Equity Attributable to Parent Nature of Uncertainty [Axis] Nature of Uncertainty [Axis] Short-term Debt, Fair Value Short-term Debt, Fair Value Interest of Company's general partner Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest Asset retirement obligation Asset Retirement Obligation Costs [Member] City Area Code City Area Code Equity-accounted Investments Equity Method Investments and Joint Ventures Disclosure [Text Block] Property Subject to or Available for Operating Lease [Domain] Property Subject to or Available for Operating Lease [Domain] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Repayments of senior debt Repayments of Senior Debt Total Change in operating assets and liabilities Increase (Decrease) in Operating Capital Property, plant and equipment, useful life Property, Plant and Equipment, Useful Life AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments, Current Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments, Current Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments, Current Reinvested dividends (in shares) Stock Issued During Period, Shares, Dividend Reinvestment Plan Expenditures for drydocking Increase (Decrease) in Deferred Charges Net Investment in Lease Net Investment in Lease, after Allowance for Credit Loss Long-term operating lease liabilities (notes 1 and 9) Office lease liability – long-term (note 1) Operating Lease, Liability, Noncurrent Operating Lease, Liability, Noncurrent Approximate capital leases future minimum payments due Finance Lease, Liability, Payment, Due Adjustments for New Accounting Pronouncements [Axis] Accounting Standards Update [Axis] Teekay Tankers Teekay Tankers [Member] Teekay tankers. Current Current Income Tax Expense (Benefit) Debt instrument, principal amount Debt Instrument, Face Amount Debt Instrument, Face Amount Non-current Assets, Noncurrent [Abstract] Proceeds from short-term debt Proceeds from Short-term Debt Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments, Summarized Financial Information Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information Stockholders' Equity, Reverse Stock Split Stockholders' Equity, Reverse Stock Split Schedule Of Supplemental Cash Flow [Line Items] Schedule Of Supplemental Cash Flow [Line Items] Schedule Of Supplemental Cash Flow [Line Items] Convertible Senior Notes (5%) due January 2023 Convertible Senior Notes due 2023 [Member] Convertible Senior Notes due 2023 [Member] Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain] Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain] Share Price Share Price Operating Segments Operating Segments [Member] Lessee, Operating Lease, Term of Contract Lessee, Operating Lease, Term of Contract Direct financing lease payments received Proceeds from Lease Payment, Operating Activity Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Restricted Stock Units Restricted Stock Units (RSUs) [Member] Restatement [Domain] Revision of Prior Period [Domain] Condensed Financial Statements [Table] Condensed Financial Statements [Table] Finance Lease, Liability Finance Lease, Liability Operating Lease, Variable Lease Income Operating Lease, Variable Lease Income Investment in equity private placement Equity Method Investments Income Statement [Abstract] Income Statement [Abstract] Entity Registrant Name Entity Registrant Name Asset Class [Domain] Asset Class [Domain] Short-term Debt [Text Block] Short-term Debt [Text Block] Dividends received Proceeds from Dividends Received Finance Lease, Liability, Payments, Due Year Three Finance Lease, Liability, to be Paid, Year Three Finance Lease, Liability, Payments, Due Year Four Finance Lease, Liability, to be Paid, Year Four Net investment in sales-type lease, net – non-current (note 2) Net Investment in Lease, after Allowance for Credit Loss, Noncurrent Convertible Debt Convertible Debt Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Related Party Transaction [Axis] Related Party Transaction [Axis] Number of vessels obligated to purchase under sales-type lease Number of vessels obligated to purchase under sale-leaseback Number of vessels obligated to purchase under sale-leaseback Other Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Income tax recovery (expense) (note 21) Income tax recovery (expense) Tax (recovery) expense related to the year Income tax recovery (expense) Income Tax Expense (Benefit) Net Investment in Lease, Nonaccrual, No Allowance Net Investment in Lease, Nonaccrual, No Allowance Number Of Vessels Impaired Number Of Vessels Impaired Number Of Vessels Impaired Accounts receivable, including non-trade of $1,385 (2020 – $2,407) Accounts receivable, including non-trade and related party balances Accounts Receivable, after Allowance for Credit Loss, Current Disposal Group, Including Discontinued Operation, General and Administrative Expense Disposal Group, Including Discontinued Operation, General and Administrative Expense Options Outstanding Non-Vested Stock Options - beginning of year (shares) Options Outstanding Non-Vested Stock Options - end of year (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Document Fiscal Period Focus Document Fiscal Period Focus Total current assets Assets, Current Details Regarding Outstanding and Exercisable Stock Options Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] Lessee, Operating Lease, Liability, Payments, Due Lessee, Operating Lease, Liability, Payments, Due Lessee, Operating Lease, Liability, to be Paid Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Capital Units by Class [Axis] Capital Units by Class [Axis] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] LR2 Tanker LR2 Tankers [Member] LR2 Tankers [Member] Current portion of long-term debt (note 8) Current portion of long-term debt Long-term Debt, Current Maturities Long-term Debt, Current Maturities Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] FINANCING ACTIVITIES Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] Net loss not subject to taxes Net Income Loss Not Subject To Taxes Net Income Loss Not Subject To Taxes Schedule of Cash, Cash Equivalents, and Restricted Cash Schedule of Cash and Cash Equivalents [Table Text Block] Weighted-Average Grant Date Fair Value, Vested (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value Restructuring Plan [Axis] Restructuring Plan [Axis] Norway NORWAY September and November 2021 Sale Leaseback September and November 2021 Sale Leaseback [Member] September and November 2021 Sale Leaseback Sales Revenue, Net Revenue Benchmark [Member] Weighted-average grant-date fair value of options granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Equity Component [Domain] Equity Component [Domain] Weighted-Average Grant Date Fair Value, Outstanding non-vested stock options - beginning of Year (dollars per share) Weighted-Average Grant Date Fair Value, outstanding non-vested stock options - end of year (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months Lessee, Operating Lease, Liability, to be Paid, Year One Disposal Group Name [Domain] Disposal Group Name [Domain] Long-term Debt And Finance Lease Obligations Long-term Debt And Finance Lease Obligations [Member] Long-term Debt And Finance Lease Obligations Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Deferred tax assets: Components of Deferred Tax Assets [Abstract] Sale Leaseback Transaction, Lease Terms Sale Leaseback Transaction, Lease Terms US Dollar Denominated Term Loans Due Through Two Thousand Twenty Three US Dollar Denominated Term Loans Due Through Two Thousand Twenty Three [Member] US Dollar Denominated Term Loans Due Through Two Thousand Twenty Three Number of debt instruments Number Of Debt Instruments Number of debt instruments. Restricted cash – non-current Restricted Cash, Noncurrent Common Stock Maximum Voting Power Common Stock Maximum Voting Power Common stock maximum voting power. Disposal Group, Including Discontinued Operation, Long-term Debt, Current Maturities Disposal Group, Including Discontinued Operation, Long-term Debt, Current Maturities Disposal Group, Including Discontinued Operation, Long-term Debt, Current Maturities Income from discontinued operations (note 23) Income from discontinued operations (note 23) Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax Short-term Debt, Type [Axis] Short-term Debt, Type [Axis] Distributed Earnings Distributed Earnings [Member] Distributed Earnings [Member] Subordinated Borrowing, Interest Rate Subordinated Borrowing, Interest Rate Counterparty Name [Domain] Counterparty Name [Domain] Document Registration Statement Document Registration Statement Lessee, Operating Lease, Liability, Payments, Due Year Four Lessee, Operating Lease, Liability, to be Paid, Year Four Current obligations related to finance leases (note 10) Finance Lease, Liability, Current Finance Lease, Liability, Current Loss from continuing operations before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Level 2 Fair Value, Inputs, Level 2 [Member] Right-of-use Asset, Amount derecognized Right-of-use Asset, Amount derecognized Right-of-use Asset, Amount derecognized Type of Adoption [Domain] Accounting Standards Update [Domain] Interest Rate Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net Interest Rate Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net Auditor Location Auditor Location Premiums paid Sale -leaseback transaction Premiums paid Sale-leaseback transaction Premiums paid Sale-leaseback transaction Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Current Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Current Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Current Unrealized Gain (Loss) on Derivative Instruments Unrealized Gain (Loss) on Derivative Instruments [Member] Unrealized Gain (Loss) on Derivative Instruments Net Income of Consolidated Partially-Owned Entities and Attribution of Net Income to Controlling and Non-controlling Interests Noncontrolling Interest Disclosure [Table Text Block] The disclosure for noncontrolling interest in consolidated subsidiaries, which includes the name of the subsidiary, and the noncontrolling interest share of the net Income or Loss of the subsidiary. Type of Restructuring [Domain] Type of Restructuring [Domain] Lease Obligation Type [Axis] Lease Obligation Type [Axis] Lease Obligation Type Segment Reporting [Abstract] Segment Reporting [Abstract] FPSO Fpso Unit [Member] Fpso Unit [Member] FPSO unit. Net financing cash flow - continuing operations Net Cash Provided by (Used in) Financing Activities, Continuing Operations Schedule of Income (Loss) Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Lease Obligation Type [Domain] Lease Obligation Type [Domain] Lease Obligation Type Title of 12(b) Security Title of 12(b) Security Due from Affiliate, Noncurrent Due from Affiliate, Noncurrent Investment, Name [Domain] Investment, Name [Domain] Common stock, share authorized (in shares) Common Stock, Shares Authorized Short-term Debt [Abstract] Short-term Debt [Abstract] Operating Leases [Table] Operating Leases [Table] Operating Leases [Table] Title of Individual [Axis] Title of Individual [Axis] Document Type Document Type Product and Service [Domain] Product and Service [Domain] Business Contact Business Contact [Member] Common Stock, Voting Rights, Votes Per Share Owned Common Stock, Voting Rights, Votes Per Share Owned Common Stock, Voting Rights, Votes Per Share Owned Debt interest rate Debt Instrument, Interest Rate, Stated Percentage Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Noncurrent Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Noncurrent Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Noncurrent Net loss (income) attributable to non-controlling interests (note 1) Net Income (Loss) Attributable to Noncontrolling Interest Net (loss) income attributable to non-controlling interests Net Income (Loss) Attributable to Noncontrolling Interest Net Income (Loss) Attributable to Noncontrolling Interest Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Discontinued Operations Discontinued Operations [Member] Revolving Credit Facilities due through December 2024 Revolving Credit Facility Revolving Credit Facility [Member] Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation Measurement Frequency [Axis] Measurement Frequency [Axis] Other Other Segments [Member] Share-based Payment Arrangement, Option, Exercise Price Range [Table] Share-based Payment Arrangement, Option, Exercise Price Range [Table] Transportation Equipment Transportation Equipment [Member] July 2017, November 2018, September and November 2021 Sale Leaseback July 2017, November 2018, September 2021 and November 2021 Sale Leaseback [Member] July 2017, November 2018, September 2021 and November 2021 Sale Leaseback Accrued interest Accrued interest [Member] Accrued interest Geographical [Axis] Geographical [Axis] Accrued liabilities and other (notes 6) Accrued Liabilities and Other Liabilities Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Restricted Stock Awards Restricted Stock Awards [Member] Restricted Stock Awards Non-Management Directors Non Management Director [Member] Non Management Director [Member] Sale of stock (in dollars per share) Sale of Stock, Price Per Share Premium on concurrent common stock offering price (as a percentage) Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger Vesting [Domain] Vesting [Domain] Long-term Debt, Weighted Average Interest Rate, at Point in Time Long-term Debt, Weighted Average Interest Rate, at Point in Time Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Noncurrent Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Noncurrent Disposal Group, Including Discontinued Operation, Net Investment in Lease, after Allowance for Credit Loss, Noncurrent Subsequent Events Subsequent Events [Text Block] Forward freight agreements Freight Forward Agreements [Member] Freight Forward Agreements [Member] Lease Component [Member] Lease Component [Member] Lease Component [Member] Net financing cash flow Net financing cash flow Net Cash Provided by (Used in) Financing Activities Weighted average number of common shares outstanding (note 19) Weighted Average Number of Shares Outstanding, Diluted [Abstract] Disposal Group, Including Discontinued Operation, Cash Disposal Group, Including Discontinued Operation, Cash Fso [Member] Fso [Member] Fso [Member] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Vesting period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Interest and penalties on unrecognized tax benefits Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Equity (loss) income (note 22) Equity (Loss) income Equity income Income (Loss) from Equity Method Investments Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest Operating Right Of Use Asset Operating Right Of Use Asset [Member] Operating Right Of Use Asset [Member] Fair Value Measurements Fair Value Disclosures [Text Block] Finance Lease, Liability, Maturity [Table Text Block] Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] Restructuring charges (note 20) Restructuring charges Restructuring Charges Concentration Risk Type [Axis] Concentration Risk Type [Axis] Finite-Lived Intangible Assets, Amortization Expense, Year Three Finite-Lived Intangible Asset, Expected Amortization, Year Three Non-public partially-owned subsidiaries Non-public partially-owned subsidiaries [Member] Non-public partially-owned subsidiaries [Member] Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share Foreign Tax Authority Foreign Tax Authority [Member] Operating Lease, Variable Lease Income, Other Operating Lease, Variable Lease Income, Other Operating Lease, Variable Lease Income, Other Finance Lease Obligations [Member] Finance Lease Obligations [Member] Finance Lease Obligations [Member] Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments, Summarized Financial Information - Revenue Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Revenue Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Revenue VLCC Very Large Crude Carriers [Member] Very Large Crude Carriers [Member] Derivative [Table] Derivative [Table] Asset Retirement Obligation, Increase in Present value of Liability Asset Retirement Obligation, Increase in Present Value of Liability Asset Retirement Obligation, Increase in Present Value of Liability Document Period End Date Document Period End Date Available capacity reduced under revolving credit facility in year 3 Line Of Credit Reduction Of Available Borrowing Capacity In Year Three Line Of Credit Reduction Of Available Borrowing Capacity In Year Three Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Deferred Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Deferred Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Deferred Lease Arrangement, Type [Axis] Lease Contractual Term [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Consolidated Entities [Domain] Consolidated Entities [Domain] Property Subject to or Available for Operating Lease, by Major Property Class [Table] Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table] Senior Notes due 2022 [Member] Senior Notes due 2022 [Member] Senior Notes due 2022 [Member] INVESTING ACTIVITIES Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract] Debt Instrument, Term Debt Instrument, Term Debt Instrument, Term Income Statement Location [Domain] Income Statement Location [Domain] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Nature of Uncertainty [Domain] Equity Interest In Joint Ventures Increase in Investment in Joint Ventures, Debt Conversion Increase in Investment in Joint Ventures, Debt Conversion Advances from affiliates Loan Repayments From Advances To Affiliates The cash inflow or outflow from receiving or advancing money to an affiliate. Condensed Financial Statements, Captions [Line Items] Condensed Financial Statements, Captions [Line Items] Property, Plant and Equipment, Net Balance at the beginning of the year Balance at the end of the year Property, Plant and Equipment, Net Charter Contract Extension, Period, Future Lease Charter Contract Extension, Period, Future Lease Charter Contract Extension, Period, Future Lease Undistributed Earnings Undistributed Earnings [Member] Undistributed Earnings [Member] Scheduled repayments of long-term debt and settlement of related swaps (note 8) Scheduled repayments of long-term debt Repurchased aggregate principal amount Repayments of Long-term Debt Amounts attributable to the shareholders of Teekay Corporation Earnings Per Share [Abstract] Earnings Per Share [Abstract] Equity-accounted joint ventures Equity Method Investee [Member] Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share Debt Covenant, Required Capital Invested Debt Covenant, Required Capital Invested Debt Covenant, Required Capital Invested Property, Plant and Equipment, Gross Property, Plant and Equipment, Gross Proceeds from financing related to sale-leaseback of vessels, net of issuance costs Net Proceeds from Lease Payment, Sales-Type Leases, Financing Activity Net Proceeds from Lease Payment, Sales-Type Leases, Financing Activity Condensed Income Statement [Table Text Block] Condensed Income Statement [Table Text Block] Disposal Group, Including Discontinued Operation, Income (Loss) from Equity Method Investments Disposal Group, Including Discontinued Operation, Income (Loss) from Equity Method Investments Disposal Group, Including Discontinued Operation, Income (Loss) from Equity Method Investments Foreign Currency Contracts Foreign Exchange Contract [Member] Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture Other Commitments [Line Items] Other Commitments [Line Items] Weighted-Average Exercise Price, Outstanding - beginning of year (dollars per share) Weighted-Average Exercise Price, Outstanding - end of year (dollars per share) Outstanding Options, Weighted-Average Exercise Price (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price July 2017, November 2018 and September 2021 Sale Leaseback July 2017, November 2018 and September 2021 Sale Leaseback [Member] July 2017, November 2018 and September 2021 Sale Leaseback Teekay Lng Marubeni Joint Venture [Member] Teekay Lng Marubeni Joint Venture [Member] Teekay LNG-Marubeni joint venture. Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Entity Current Reporting Status Entity Current Reporting Status Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent Schedule of Capital Leased Assets [Table] Schedule of Capital Leased Assets [Table] Short-term Debt, Percentage Bearing Variable Interest Rate Short-term Debt, Percentage Bearing Variable Interest Rate Sales-type Lease, Net Investment in Lease Sales-Type Lease, Net Investment in Lease, before Allowance for Credit Loss LR2 Vessel, Aframax Tankers and Lightering Support Vessel LR2 Vessel, Aframax Tankers and Lightering Support Vessel [Member] LR2 Vessel, Aframax Tankers and Lightering Support Vessel Document Accounting Standard Document Accounting Standard Amortization of Debt Issuance Costs Amortization of Debt Issuance Costs Counterparty Name [Axis] Counterparty Name [Axis] Class of Warrant or Right [Axis] Class of Warrant or Right [Axis] Swap [Member] Swap [Member] Consolidation, Eliminations Consolidation, Eliminations [Member] Increase in Net Income Loss Attributable To Controlling Interest, Realized Gain Loss on Sale of Vessels Previously Deferred Increase in Net Income Loss Attributable To Controlling Interest, Realized Gain Loss on Sale of Vessels Previously Deferred Increase in Net Income Loss Attributable To Controlling Interest, Realized Gain Loss on Sale of Vessels Previously Deferred Effective Income Tax Reconciliation, Permanent and Currency Differences and Change In Deferred Tax Assets Valuation Allowance Effective Income Tax Reconciliation, Permanent and Currency Differences and Change In Deferred Tax Assets Valuation Allowance Effective Income Tax Reconciliation, Permanent and Currency Differences and Change In Deferred Tax Assets Valuation Allowance Investment Owned, Foreign Currency Contract, Current Value Investment Owned, Foreign Currency Contract, Current Value Leases [Abstract] Leases [Abstract] Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents Limited Partners' Capital Account, Units Issued Limited Partners' Capital Account, Units Issued Income taxes Income Tax, Policy [Policy Text Block] LIBOR London Interbank Offered Rate (LIBOR) [Member] Costs incurred for dry dockings Property, Plant and Equipment, Additions Sale Leaseback Transaction, Net Proceeds Sale Leaseback Transaction, Net Proceeds Sale Leaseback Transaction, Net Proceeds Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Disposal Group Classification [Domain] Disposal Group Classification [Domain] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Schedule of Accrued Liabilities Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate Revenues Revenue from Contract with Customer [Policy Text Block] Common stock and common stock equivalents (shares) Weighted Average Number of Shares Outstanding, Diluted Dry-dock amortization Amortization Income Taxes Income Tax Disclosure [Text Block] Non-current liabilities - discontinued operations (note 23) Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Related Party [Domain] Related Party [Domain] Summary of Stock Option Activity and Related Information Share-based Payment Arrangement, Option, Activity [Table Text Block] Summary of Intangible Assets Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] Debt instrument spread on variable rate Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Derivative, Average Forward Exchange Rate Derivative, Average Forward Exchange Rate Accrued liabilities Accrued Liabilities Officer Officer [Member] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Asset Retirement Obligations, Noncurrent Asset Retirement Obligations, Noncurrent Disposal Group, Including Disposal Operation, Operating Lease , Expense Disposal Group, Including Disposal Operation, Operating Lease , Expense Disposal Group, Including Disposal Operation, Operating Lease , Expense Name of Property [Axis] Name of Property [Axis] Class of Stock [Line Items] Class of Stock [Line Items] Derivatives not designated as a cash flow hedge Not Designated as Hedging Instrument [Member] Revolving credit lines maturity period (in months) Undrawn Revolving Credit Facilities Time To Maturity Undrawn Revolving Credit Facilities Time To Maturity Credit Facility [Axis] Credit Facility [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Entity Address, Address Line One Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Two Entity Address, Address Line Three Entity Address, Address Line Three Accumulated depreciation Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property Subject to or Available for Operating Lease [Line Items] Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] Entity Shell Company Entity Shell Company Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Total current liabilities Liabilities, Current Offshore Production Offshore Production [Member] Offshore Production [Member] Disposal Group, Including Discontinued Operation, Interest Expense Disposal Group, Including Discontinued Operation, Interest Expense Number of vessels Number Of Vessels Number Of Vessels Foreign currency forward contracts Foreign Exchange Forward [Member] Current Fiscal Year End Date Current Fiscal Year End Date Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Less unamortized discount and debt issuance costs Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Net operating cash flow - continuing operations Net operating cash flow - continuing operations Net Cash Provided by (Used in) Operating Activities, Continuing Operations Common stock conversion (in shares) Conversion Basis, Common Stock Conversion Basis, Common Stock Other Other Derivatives Not Designated as Hedging Instruments at Fair Value, Net [Abstract] Statement [Table] Statement [Table] Accounting pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Disposal Group, Including Discounted Operation, Restructuring Charge Disposal Group, Including Discounted Operation, Restructuring Charge Disposal Group, Including Discounted Operation, Restructuring Charge Other Deferred Tax Assets, Other Unrecognized compensation cost related to non-vested stock options granted under the Plans Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Effect of Gain (Loss) on Derivatives Not Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments [Table Text Block] Statistical Measurement [Axis] Statistical Measurement [Axis] Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current Subsequent Events Subsequent Event [Member] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table] Options, Vested (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax Long-term obligations related to finance leases (note 10) Finance Lease, Liability, Noncurrent Finance Lease, Liability, Noncurrent Amounts reclassified from accumulated other comprehensive loss Other Comprehensive Income Reclassifications To Other Income [Abstract] Other Comprehensive Income Reclassifications To Other Income [Abstract] Net Carrying Amount Finite-Lived Intangible Assets, Net Goodwill Goodwill Non-controlling interest Stockholders' Equity Attributable to Noncontrolling Interest Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Current Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Current Disposal Group, Including Discontinued Operation, Finance Lease, Liability, Current Employee pension plans Pension and Other Postretirement Plans, Pensions, Policy [Policy Text Block] United States of America, Dollars United States of America, Dollars Accounting Standards Update 2020-06 Accounting Standards Update 2020-06 [Member] Options, Forfeited (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares Other Income (Loss) [Line Items] Other Income (Loss) [Line Items] [Line Items] for Other Income (Loss) [Table] Non-cash and non-operating items: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Location and Fair Value Amounts of Derivative Instruments Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Equity loss (income) Income (Loss) from Equity Method Investments, Net of Dividends or Distributions Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Related Party Transactions Related Party Transactions Disclosure [Text Block] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Weighted-Average Grant Date Fair Value, Forfeited (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value Accumulated Defined Benefit Plans Adjustment Attributable to Parent Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Nature of Expense [Axis] Nature of Expense [Axis] Deferred Deferred Income Tax Expense (Benefit) Common Stock and Additional Paid-in Capital Common Stock Including Additional Paid in Capital [Member] Condensed Cash Flow Statements, Captions [Line Items] Condensed Cash Flow Statements, Captions [Line Items] Weighted-average remaining life (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Dividends [Axis] Dividends [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Earnings (loss) per common share Earnings Per Share, Policy [Policy Text Block] Convertible Debt [Member] Convertible Debt Convertible Debt [Member] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Net income (loss) attributable to the shareholders of Teekay Corporation Controlling Interest Net income (loss) attributable to the shareholders of Teekay Corporation Net Income (Loss) Attributable to Parent Accounts receivable and other loan receivables Receivable [Policy Text Block] FPSO Fpso [Member] Fpso [Member] Purchase of Common Stock of Subsidiaries Investments in subsidiaries Purchase of Common Stock of Subsidiaries Purchase of Common Stock of Subsidiaries Operating lease right-of-use assets (notes 1 and 9) Operating Lease, Right-of-Use Asset Operating Lease, Right-of-Use Asset Equity Method Investment, Realized Gain (Loss) on Disposal Equity Method Investment, Realized Gain (Loss) on Disposal Equity Method Investment, Realized Gain (Loss) on Disposal Tax losses carried forward Deferred Tax Assets, Operating Loss Carryforwards Income Statement Location [Axis] Income Statement Location [Axis] Schedule I Condensed Non-Consolidated Financial Information of Registrant Condensed Financial Information of Parent Company Only Disclosure [Text Block] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Statistical Measurement [Domain] Statistical Measurement [Domain] Debt Covenant Minimum Free Liquidity And Undrawn Revolving Credit Line Debt Covenant Minimum Free Liquidity And Undrawn Revolving Credit Line The minimum liquidity required by covenants of certain debt currently held by the company. Liquidity is defined as cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity. Entity Addresses, Address Type [Axis] Entity Addresses, Address Type [Axis] Capital Leased Assets [Line Items] Capital Leased Assets [Line Items] Schedule of Subsidiary or Equity Method Investee [Table] Schedule of Subsidiary or Equity Method Investee [Table] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Proceeds from sale of vessels and equipment (note 18) Proceeds from Sale of Property, Plant, and Equipment Proceeds from Sale of Property, Plant, and Equipment Cash Divested from Deconsolidation Cash Divested from Deconsolidation Number of common shares or units issued related to the exercise of share based compensation during the period Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Restructuring Type [Axis] Restructuring Type [Axis] Other Assets, Noncurrent Other Assets, Noncurrent Contact Personnel Name Contact Personnel Name Impaired Long-Lived Assets Held and Used by Type [Axis] Impaired Long-Lived Assets Held and Used by Type [Axis] Goodwill, Intangibles and Other Non-Current Assets Goodwill, Intangibles and Other Non-current Assets [Member] Goodwill, Intangibles and Other Non-current Assets Segments [Axis] Segments [Axis] Dividend yield used in computing fair value of options granted Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Proceeds from sale of assets, net of cash sold (notes 13 and 18) Proceeds from Sale of Equity Method Investments Entity File Number Entity File Number Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries Debt Instrument, Redemption Price, Percentage Debt Instrument, Redemption Price, Percentage Gain (loss) on bond repurchases Gain (Loss) on Repurchase of Debt Instrument Summary of Other Loss Schedule of Other Nonoperating Income (Expense) [Table Text Block] Employee stock compensation and other (note 12) APIC, Share-based Payment Arrangement, Increase for Cost Recognition Dividends-in-kind Dividends, Paid-in-kind Related party expenses Related Party Transaction, Expenses from Transactions with Related Party Dividend Income, Operating Dividend Income, Operating Working capital deficit Working Capital Surplus (Deficit) Working Capital Surplus (Deficit) Condensed Balance Sheet Statements, Captions [Line Items] Condensed Balance Sheet Statements, Captions [Line Items] Brookfield Brookfield Business Partners L.P. [Member] Brookfield Business Partners L.P. [Member] Options, Forfeited / expired (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Disposal Groups, Including Discontinued Operations, Disclosure Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Schedule of Revenue by Major Customers, by Reporting Segments [Table] Schedule of Revenue by Major Customers, by Reporting Segments [Table] Other Current Assets [Member] Other Current Assets [Member] Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities Liability Class [Axis] Liability Class [Axis] Equity Method Investment, Other than Temporary Impairment Equity Method Investment, Other than Temporary Impairment Equity Method Investment, Other than Temporary Impairment Market value of vested restricted stock Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Gain on commencement of sales-type lease (note 2) Gain on commencement of sales-type lease (note 2) Sales-type Lease, Selling Profit (Loss) Title of Individual [Domain] Title of Individual [Domain] Disposal Group Name [Axis] Disposal Group Name [Axis] Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Realized and unrealized gains (losses) on non-designated derivative instruments (note 15) Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Exercise Price Range [Axis] Exercise Price Range [Axis] Credit Facility [Domain] Credit Facility [Domain] ASSETS Assets [Abstract] Related Party Transactions [Abstract] Related Party Transactions [Abstract] Vessel operating expenses Direct Operating Costs Long-term Debt, Maturities, Repayments of Principal in Year Three Long-Term Debt, Maturity, Year Three Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Interim Period, Costs Not Allocable [Domain] Interim Period, Costs Not Allocable [Domain] Derivative Instruments and Hedging Activities Derivative Instruments and Hedging Activities Disclosure [Text Block] Segment Reconciling Items Segment Reconciling Items [Member] Number of shares or units granted equity based compensation awards Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Goodwill and Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] Percentage of consolidated revenues Concentration Risk, Percentage Vessels and equipment Property, Plant and Equipment, Policy [Policy Text Block] New Accounting Pronouncements or Change in Accounting Principle [Table] Accounting Standards Update and Change in Accounting Principle [Table] Supplemental Balance Sheet Elements [Abstract] Supplemental Income Statement Elements [Abstract] Options Outstanding - beginning of year (shares) Options Outstanding - end of year (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Prepaid expenses and other Increase (Decrease) in Prepaid Expense and Other Assets Debt Instrument [Axis] Debt Instrument [Axis] Accretion Expense Asset Retirement Obligation, Accretion Expense Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Realized Gain (Loss) on Derivative Instruments Realized Gain (Loss) on Derivative Instruments [Member] Realized Gain (Loss) on Derivative Instruments Shuttle Tankers Shuttle Tankers [Member] Shuttle tankers. Related Party [Axis] Related Party [Axis] Disposal Group, Including Discontinued Operation, Income Tax Expense (Benefit) Discontinued Operation, Tax Effect of Discontinued Operation Extinguishment of Debt [Axis] Extinguishment of Debt [Axis] Components of Company's Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Schedule of Other Long-Term Liabilities Other Noncurrent Liabilities [Table Text Block] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Net Income (Loss) Attributable to Parent, Diluted Net Income (Loss) Attributable to Parent, Diluted Line Of Credit Reduction Of Available Borrowing Capacity in Year One Line Of Credit Reduction Of Available Borrowing Capacity in Year One Line Of Credit Reduction Of Available Borrowing Capacity in Year One Undrawn amount of revolving credit facility Line of Credit Facility, Remaining Borrowing Capacity Distribution Type [Axis] Distribution Type [Axis] General Partner General Partner [Member] Summary of Capitalized Dry Docking Costs Dry Docking Table [Table Text Block] Dry Docking Table [Text Block] Lessee, Operating Lease, Liability, Payments, Due Year Three Lessee, Operating Lease, Liability, to be Paid, Year Three Credit losses Credit Loss, Financial Instrument [Policy Text Block] Increase in Net Income Loss Attributable To Noncontrolling Interest Increase in Net Income Loss Attributable To Noncontrolling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred Increase in Net Income Loss Attributable To Noncontrolling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred Disposal Group, Including Discontinued Operation, Other Nonoperating (Expense) Disposal Group, Including Discontinued Operation, Other Expense Breakdown of lease revenue and non-lease revenue Breakdown of lease revenue and non-lease revenue [Table Text Block] Breakdown of lease revenue and non-lease revenue Miscellaneous income (loss) Miscellaneous Income (Loss) Non Operating Miscellaneous Income (Loss) Non Operating Disaggregation of Revenue Disaggregation of Revenue [Table Text Block] Defined Contribution Plan, Cost Defined Contribution Plan, Cost Lightering Support Vessel Lightering Support Vessel [Member] Lightering Support Vessel Unrealized gain on derivative instruments Unrealized Gain (Loss) on Derivatives Non-Vested Stock Option Activity and Related Information Schedule of Nonvested Share Activity [Table Text Block] Weighted-Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Vessels and Equipment Property, Plant and Equipment, Other Types [Member] Exercisable Options, Weighted-Average Remaining Life (Years) Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term Common stock, shares reserved for issuance upon exercise of options or equity awards granted or to be granted Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Suezmax Tankers 2 Suezmax Tankers 2 [Member] Suezmax Tankers 2 Teekay Parent [Member] Teekay Parent Teekay Parent [Member] Teekay Parent [Member] Per $1,000 principal amount Per $1,000 principal amount [Member] Per $1,000 principal amount Restricted Cash [Member] Restricted Cash [Member] Restricted Cash [Member] Long Lived Assets Held-for-sale, Name [Domain] Long Lived Assets Held-for-sale, Name [Domain] Petrojarl Foinaven FPSO Petrojarl Foinaven FPSO [Member] Petrojarl Foinaven FPSO [Member] Suezmax Tanker Suezmax Tanker [Member] Suezmax Tanker Long-term Debt, Gross Carrying amount of long-term debt Total principal Long-term Debt, Gross Income (Loss) from Continuing Operations, Per Diluted Share Income (Loss) from Continuing Operations, Per Diluted Share Vessels related to finance leases, at cost, less accumulated amortization of $281,786 (2019 - $253,553) (note 10) Finance Lease, Right-of-Use Asset Finance Lease, Right-of-Use Asset, after Accumulated Amortization Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Fair Value by Liability Class [Domain] Fair Value by Liability Class [Domain] Long Term Debt2 Long Term Debt2 [Member] Long Term Debt2 [Member] Equity Financing Transactions of the Daughter Companies Sale Of Stock By Subsidiary Disclosure [Text Block] Equity issuances by subsidiaries. Remaining Term Loans Remaining Term Loans [Member] Remaining Term Loans [Member] Total liabilities and equity Liabilities and Equity Realized loss on qualifying cash flow hedging instruments Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Other Income and Expenses [Abstract] Other Income and Expenses [Abstract] Deferred revenues - current Contract with Customer, Liability, Current Lessee, Operating Lease, Liability, Payments, Due Year Five Lessee, Operating Lease, Liability, to be Paid, Year Five Weighted-Average Exercise Price, Exercised (dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Supplemental Cash Flow Elements [Abstract] Supplemental Cash Flow Elements [Abstract] Range Of Exercise Prices [Member] Range Of Exercise Prices [Member] Range of exercise prices. Derivative [Line Items] Derivative [Line Items] Vessels and equipment (note 8) Property, Plant and Equipment, Net [Abstract] Asset Retirement Obligation, Period Increase (Decrease) Asset Retirement Obligation, Period Increase (Decrease) Asset Retirement Obligation, Period Increase (Decrease) High-Q Joint Venture Highq Joint Venture [Member] Highq Joint Venture [Member] Short-term Debt, Type [Domain] Short-term Debt, Type [Domain] Partners Capital Account, Number of Units Owned by Controlling Interest Partners Capital Account, Number of Units Owned by Controlling Interest Partners Capital Account, Number of Units Owned by Controlling Interest OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Net Loss Per Share Earnings Per Share [Text Block] Disposal Group, Including Discontinued Operation, Assets Disposal Group, Including Discontinued Operation, Assets Tankers [Member] Tankers [Member] Tankers [Member] Equity Method Investment, Ownership Percentage Equity method investment, ownership interest Equity Method Investment, Ownership Percentage Conventional Tankers Conventional Tankers [Member] Conventional Tankers [Member] Vessel market value to loan minimum required ratio Vessel Market Value to Loan Required Ratio Vessel Market Value to Loan Required Ratio Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Right-of-use liability, Amount derecognized Right-of-use liability, Amount derecognized Right-of-use liability, Amount derecognized Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority Stock option, term (in years) Deferred Compensation Arrangement with Individual, Maximum Contractual Term Minimum Minimum [Member] Change in operating assets and liabilities (note 17) Increase (Decrease) in Other Operating Assets and Liabilities, Net Expected Maturity Amount Of Foreign Currency Derivatives Year Two Expected Maturity Amount of Foreign Currency Derivatives Year One Expected Maturity Amount of Foreign Currency Derivatives Year One Lessee, Operating Lease, Liability, Payments, Due Year Two Lessee, Operating Lease, Liability, to be Paid, Year Two Weighted-Average Exercise Price, Forfeited / expired (dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Proceeds from Sale of Productive Assets Proceeds from Sale of Productive Assets Time-Charter Hire Expense [Member] Time-Charter Hire Expense [Member] Time-Charter Hire Expense [Member] Expected volatility used in computing fair value of options granted Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate Class of Warrant or Right [Domain] Class of Warrant or Right [Domain] Number of credit facilities Number Of Credit Facilities Number Of Credit Facilities Bahrain LNG Joint Venture [Member] Bahrain LNG Joint Venture [Member] Bahrain LNG Joint Venture [Member] Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Disposal Group, Including Discontinued Operation, Restricted Cash - Non-Current Disposal Group, Including Discontinued Operation, Restricted Cash - Non-Current Disposal Group, Including Discontinued Operation, Restricted Cash - Non-Current Supplemental Cash Flow Information Cash Flow, Supplemental Disclosures [Text Block] Components of Provision for Income Taxes Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Number of Exercisable Options (in shares) Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable Senior Notes (8.5%) due January 15, 2020 Senior Notes [Member] Cash dividends paid Payments of Ordinary Dividends, Common Stock Sale-Leaseback Transaction Sale-Leaseback Transaction [Member] Sale-Leaseback Transaction Lease obligations and right-of-use assets Lessee, Leases [Policy Text Block] Lessee, Operating Lease, Extension Of Term Of Contract Lessee, Operating Lease, Extension Of Term Of Contract Lessee, Operating Lease, Extension Of Term Of Contract Purchase of Teekay Tankers common shares (note 4) Payments to Acquire Interest in Subsidiaries and Affiliates Number of Reportable Segments Number of Reportable Segments Foreign exchange loss (notes 8 and 15) Foreign exchange loss (notes 8 and 15) Unrealized foreign exchange gain (loss) Foreign Currency Transaction Gain (Loss), before Tax Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Basis of presentation Basis of Accounting, Policy [Policy Text Block] Performance Shares Performance Shares [Member] Subsequent Event [Table] Subsequent Event [Table] Accumulated other comprehensive loss (note 1) Accumulated Other Comprehensive Income (Loss), Net of Tax Entity Emerging Growth Company Entity Emerging Growth Company Interest Rate Swap Agreements Schedule of Interest Rate Derivatives [Table Text Block] Payments of Debt Issuance Costs Payments of Debt Issuance Costs Net income (loss) subject to taxes Net Income Loss Subject To Taxes Net Income Loss Subject To Taxes Senior Notes Due 2020 [Member] Senior Notes Due 2020 [Member] Senior Notes Due 2020 [Member] Disposal Group Classification [Axis] Disposal Group Classification [Axis] Aframax Tanker 4 Aframax Tanker 4 [Member] Aframax Tanker 4 Accounts receivable, non-trade Nontrade Receivables, Current Accounting Standards Update 2016-13 Accounting Standards Update 2016-13 [Member] Pension adjustments, net of taxes Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax Auditor Name Auditor Name Cover [Abstract] Nonvested Nonvested [Member] Nonvested [Member] Disposal Group, Including Discontinued Operation, Foreign Currency Transaction Gain (Loss), before Tax Disposal Group, Including Discontinued Operation, Foreign Currency Transaction Gain (Loss), before Tax Disposal Group, Including Discontinued Operation, Foreign Currency Transaction Gain (Loss), before Tax Cash and cash equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Management fees and other Management fees and other [Member] Management fees and other [Member] Lessee, Operating Lease, Liability, Undiscounted Excess Amount Lessee, Operating Lease, Liability, Undiscounted Excess Amount Dilution Gain from the Acquisition of Interest in Subsidiaries and Affiliates Dilution Gain from the Acquisition of Interest in Subsidiaries and Affiliates Dilution Gain from the Acquisition of Interest in Subsidiaries and Affiliates Distribution Type [Domain] Distribution Type [Domain] Net operating cash flow - discontinued operations (note 23) Cash Provided by (Used in) Operating Activities, Discontinued Operations Operating Activities [Domain] Operating Activities [Domain] Sales Type Lease, Lease Receivable, Payments to be Received Sales-type Lease, Lease Receivable, Payments to be Received Sales-type Lease, Lease Receivable, Payments to be Received Condensed Cash Flow Statement [Table Text Block] Condensed Cash Flow Statement [Table Text Block] Financial Instrument [Axis] Financial Instrument [Axis] Short-term Debt [Line Items] Short-term Debt [Line Items] 2007 LTIP [Member] 2007 LTIP [Member] 2007 LTIP [Member] Disposal Group, Including Discontinued Operation, Operating Expense Disposal Group, Including Discontinued Operation, Operating Expense Outstanding Options, Weighted-Average Remaining Life (Years) Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term Finance Lease, Liability, Undiscounted Excess Amount Finance Lease, Liability, Undiscounted Excess Amount Concentration of Credit or Market Risk [Axis] Concentration of Credit or Market Risk [Axis] Carrying Amount Asset (Liability) Reported Value Measurement [Member] Weighted-Average Remaining Term (years) Derivative, Average Remaining Maturity Finance Lease, Liability, Payments, Due Year Five Finance Lease, Liability, to be Paid, Year Five Thousands of Shares of Common Stock Outstanding Common Stock [Member] Interest income Investment Income, Interest (Loss) income from vessel operations Operating Income (Loss) Operating Income (Loss) Long Lived Assets Held-for-sale by Asset Type [Axis] Long Lived Assets Held-for-sale by Asset Type [Axis] Current portion of operating lease liabilities (notes 1 and 9) Office lease liability – current (note 1) Operating Lease, Liability, Current Operating Lease, Liability, Current Finite-Lived Intangible Assets, Amortization Expense, Year Two Finite-Lived Intangible Asset, Expected Amortization, Year Two Schedule of Cash and Cash Equivalents [Table] Schedule of Cash and Cash Equivalents [Table] Hedging Designation [Axis] Hedging Designation [Axis] Teekay Corporation Teekay Corporation [Member] Teekay Corporation [Member] Share based compensation expense Share-based Payment Arrangement, Noncash Expense Restructuring Charges Restructuring and Related Activities Disclosure [Text Block] Dry-docking activity Dry docking Activity [Member] Dry docking Activity [Member] Cash and cash equivalents (notes 8 and 17) Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Time charters Time charters [Member] Time charters [Member] Net income attributable to non-controlling interests, discontinued operations Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest Elimination of Teekay LNG's IDR in exchange for units issued Elimination of Seapeak's IDR in exchange for units issued [Member] Elimination of Seapeak's IDR in exchange for units issued Office Building [Member] Office Building [Member] Sale Leaseback Transaction, Accumulated Depreciation Sale Leaseback Transaction, Accumulated Depreciation Lessee, Future Operating Lease, Term of Contract Lessee, Future Operating Lease, Term of Contract Lessee, Future Operating Lease, Term of Contract Asset Impairment Charges Impairments of investments and advances (note 1) Write down on vessel Asset Impairment Charges Accrued Liabilities and Other Accrued Liabilities and Other [Member] Accrued Liabilities and Other Derivative, Notional Amount Derivative, Notional Amount Debt Security Category [Axis] Debt Security Category [Axis] Disposal Group, Including Discontinued Operation, Depreciation and Amortization Disposal Group, Including Discontinued Operation, Depreciation and Amortization Expenditures for vessels and equipment Payments to Acquire Property, Plant, and Equipment Payments to Acquire Property, Plant, and Equipment Other current liabilities Other Liabilities, Current Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent Number of Vessels with Purchase Option Number of Vessels with Purchase Option Number of Vessels with Purchase Option Total liabilities Liabilities Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months Finite-Lived Intangible Asset, Expected Amortization, Year One Weighted-Average Exercise Price, Granted (dollars per share) Stock option per share value (dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Intrinsic value of outstanding in-the-money stock options Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Derivative Derivative [Member] Consolidation Items [Axis] Consolidation Items [Axis] Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] Net operating loss carryforwards Operating Loss Carryforwards Common stock, share issued (in shares) Common Stock, Shares, Issued Preferred stock, share issued (in shares) Preferred Stock, Shares Issued Disposal Group, Including Discontinued Operation, Other Assets, Current Disposal Group, Including Discontinued Operation, Other Assets, Current LR2 Tanker LR2 Tanker [Member] LR2 Tanker Entity Address, City or Town Entity Address, City or Town Lease income Lease Income Schedule of Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Debt Instrument, Repurchase Amount Debt Instrument, Repurchase Amount Petrojarl Banff FPSO Petrojarl Banff FPSO [Member] Petrojarl Foinaven and Banff FPSO [Member] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Schedule of Short-term Debt [Table] Schedule of Short-term Debt [Table] Accrued Liabilities Accrued Liabilities [Member] Measurement Frequency [Domain] Measurement Frequency [Domain] Interest expense Interest Expense Interest Expense Finance Lease, Liability, Payments, Due Next Twelve Months Finance Lease, Liability, to be Paid, Year One Short-term Debt, Weighted Average Interest Rate, at Point in Time Short-term Debt, Weighted Average Interest Rate, at Point in Time Discontinued Operations and Disposal Groups [Abstract] Accumulated deficit Retained Earnings (Accumulated Deficit) Sales-type and Direct Financing Leases, Interest Income Sales-type Lease, Interest Income Asset retirement obligation Asset Retirement Obligation Sales Type Lease, Unearned Revenue Sales-type Lease, Unearned Revenue Sales-type Lease, Unearned Revenue Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Entity Filer Category Entity Filer Category Risk-free interest rate used in computing fair value of options granted Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Debt Conversion Description [Axis] Debt Conversion Description [Axis] Ship-to-Ship Transfer Business (SPT) Ship To Ship Transfer Business [Member] Ship To Ship Transfer Business [Member] Fair Value Asset (Liability) Estimate of Fair Value Measurement [Member] Partner Type [Axis] Partner Type [Axis] Schedule of Foreign Exchange Contracts, Statement of Financial Position Schedule of Foreign Exchange Contracts, Statement of Financial Position [Table Text Block] Suezmax and Aframax Vessels Suezmax and Aframax Vessels [Member] Suezmax and Aframax Vessels Net loss (income) attributable to non-controlling interests, continuing operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Noncontrolling Interest Other Noncurrent Assets [Member] Other Noncurrent Assets [Member] Finance Lease, Liability, Payments, Due Year Two Finance Lease, Liability, to be Paid, Year Two Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Total equity Beginning Balance Ending Balance Total equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Amendment Flag Amendment Flag Proceeds from issuance of long-term debt, net of issuance costs Proceeds from Issuance of Long-term Debt Equity Components [Axis] Equity Components [Axis] Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] Sale of Stock [Domain] Sale of Stock [Domain] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Revenue and Income from Vessel Operations by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Equity Method Investments and Joint Ventures [Abstract] Equity Method Investments and Joint Ventures [Abstract] Time Charter Expenses Time Charter Expenses [Member] Time Charter Expenses Accounting Standards Update 2017-12 [Member] Accounting Standards Update 2017-12 [Member] Product and Service [Axis] Product and Service [Axis] Investment in and loans, net to equity-accounted investments Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments Disposal Group, Including Discontinued Operation, Investment in and loans, net to equity-accounted investments Other Income Statement Items by Segment Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] Other Loss Other Income and Other Expense Disclosure [Text Block] Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Short-term Lease, Cost Short-term Lease, Cost Stock granted (in shares) Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture Debt Instrument, Redemption, Period Three [Member] Debt Instrument, Redemption, Period Three [Member] Fpso 2 Fpso 2 [Member] Fpso 2 Extinguishment of Debt, Type [Domain] Extinguishment of Debt, Type [Domain] Accrued liabilities and other Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities Statement [Line Items] Statement [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Stock-based compensation Employee Benefit and Share-based Payment Arrangement, Noncash Weighted-Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Disposal Group, Including Discontinued Operation, Long-term Debt, Excluding Current Maturities Disposal Group, Including Discontinued Operation, Long-term Debt, Excluding Current Maturities Disposal Group, Including Discontinued Operation, Long-term Debt, Excluding Current Maturities Debt Disclosure [Abstract] Debt Disclosure [Abstract] Due to Affiliate, Current Due to Affiliate, Current Due from affiliates Due from Affiliate, Current Long Term Debt1 Long Term Debt1 [Member] Long Term Debt1 [Member] Asset Retirement Obligation, Current Asset Retirement Obligation, Current Asset retirement obligation extinguishment gain (note 6) Settlement of Asset Retirement Obligations, Noncash Amount Amount of asset retirement obligations settled through noncash transactions. An asset retirement obligation is a legal obligation associated with the disposal or retirement from service of a tangible long-lived asset. Total vessels and equipment Property, Plant and Equipment, incld. Finance Lease and Operating Lease Right-Of Use Asset Property, Plant and Equipment, incld. Finance Lease and Operating Lease Right-Of Use Asset Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] Valuation allowance Deferred Tax Assets, Valuation Allowance Current liabilities - discontinued operations (note 23) Disposal Group, Including Discontinued Operation, Liabilities, Current Noncash or Part Noncash Divestitures [Table] Noncash or Part Noncash Divestitures [Table] Disposal Group, Including Discontinued Operation, Revenue Disposal Group, Including Discontinued Operation, Revenue Customer [Axis] Customer [Axis] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Technical Services Technical Services [Member] Technical Services [Member] Stock options granted (in shares) Options, Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Asset Class [Axis] Asset Class [Axis] Document Annual Report Document Annual Report Vesting [Axis] Vesting [Axis] Total assets Total assets Assets Deferred tax liabilities: Components of Deferred Tax Liabilities [Abstract] Plan Name [Domain] Plan Name [Domain] Nature of Revenue [Axis] Nature of Revenue [Axis] Nature of Revenue [Axis] Cash interest paid, including realized interest rate swap settlements Interest Paid, Excluding Capitalized Interest, Operating Activities Geographical [Domain] Geographical [Domain] Lessee, Sales-type lease, Number of vessels repurchased Lessee, Sales-type lease, Number of vessels repurchased Number of vessels under sales-type lease repurchased. Teekay Parent Parent Company [Member] Receipts from direct financing and sales-type leases (1) Increase (Decrease) in Leasing Receivables Non-controlling Interest Noncontrolling Interest [Member] Range Of Exercise Prices One [Member] Range Of Exercise Prices One [Member] Range of exercise prices one. Derivative Contract [Domain] Derivative Contract [Domain] Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] All Currencies [Domain] All Currencies [Domain] Net operating cash flow Net operating cash flow Net Cash Provided by (Used in) Operating Activities Short-term debt (note 7) Short-term Debt Short-term Debt Tax losses and disallowed finance costs Tax Credit Carryforward, Amount Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Cash and Cash Equivalents [Line Items] Cash and Cash Equivalents [Line Items] Subsequent Event [Line Items] Subsequent Event [Line Items] Lease Arrangement, Type [Domain] Lease Contractual Term [Domain] Public [Member] Public [Member] Public [Member] Basic and Diluted (shares) Weighted Average Number of Shares Outstanding, Basic Earnings Per Share, Diluted Earnings Per Share, Diluted Segments [Domain] Segments [Domain] Proceeds from repayments of advances to equity-accounted joint venture Repayment of Notes Receivable from Related Parties Disposal Group, Including Discontinued Operation, Equity-accounted Investments, Ownership Percentage Disposal Group, Including Discontinued Operation, Equity-accounted Investments, Ownership Percentage Disposal Group, Including Discontinued Operation, Equity-accounted Investments, Ownership Percentage Suezmax Suezmax Tankers [Member] Suezmax tankers. General Partner of Seapeak General Partner of Seapeak [Member] General Partner of Seapeak Investment in and loans, net to equity-accounted investment (note 22) Investments in subsidiaries Investments in and advances to subsidiaries (note 1) Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures Contact Personnel Fax Number Contact Personnel Fax Number Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Comprehensive income (loss) attributable to shareholders of Teekay Corporation Comprehensive Income (Loss), Net of Tax, Attributable to Parent Contract liabilities Contract with Customer, Liability Suezmax Tankers 3 Suezmax Tankers 3 [Member] Suezmax Tankers 3 Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Asset retirement obligation expenditures Asset Retirement Obligation, Cash Paid to Settle Debt issuance costs Debt, Policy [Policy Text Block] Other long-term liabilities Other Noncurrent Liabilities [Member] Derivative liabilities (note 15) Derivative Liability, Noncurrent Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Income (Loss) from Continuing Operations, Per Basic Share Income (Loss) from Continuing Operations, Per Basic Share Reconciliations of Income Tax Rates and Actual Tax Charge Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Variable Interest Entity, Primary Beneficiary [Member] Variable Interest Entity, Primary Beneficiary [Member] Depreciation and amortization Depreciation, Depletion and Amortization Depreciation, Depletion and Amortization Depreciation, Depletion and Amortization LNG Carriers LNG Carriers [Member] LNG Carriers [Member] Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Realized and Unrealized Gain Loss From Derivatives Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Realized and Unrealized Gain Loss From Derivatives Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Net Realized and Unrealized Gain Loss From Derivatives Collateral [Axis] Collateral Held [Axis] Revenue, Major Customer [Line Items] Revenue, Major Customer [Line Items] Accumulated Other Comprehensive Loss AOCI Atrributable to Parent [Member] AOCI Attributable to Parent [Member] Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Common Stock, Shares, Outstanding Beginning Balance (in shares) Ending Balance (in shares) Common Stock, Shares, Outstanding Financial Instruments [Domain] Financial Instruments [Domain] (Write-down) and gain (loss) on sale of assets (note 18) Write-down and (gain) loss on sale of assets (note 18) Write-down / sales of vessels (Write-down) and gain (loss) on sale of assets Gain (Loss) on Sale of Assets and Asset Impairment Charges Disposal Group, Including Discontinued Operation, Cost of Goods and Services Sold Disposal Group, Including Discontinued Operation, Cost of Goods and Services Sold Disposal Group, Including Discontinued Operation, Cost of Goods and Services Sold Regulatory Asset [Domain] Regulatory Asset [Domain] Continuing Operations Continuing Operations [Member] Voyage expenses Cost of Goods and Services Sold Other Other Sundry Liabilities, Noncurrent Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Common Class B Common Class B [Member] Proceeds from Divestiture of Businesses Proceeds from Divestiture of Businesses Entity Central Index Key Entity Central Index Key Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Disposal Group, Including Discontinued Operation, Restricted Cash, Current Disposal Group, Including Discontinued Operation, Restricted Cash, Current Disposal Group, Including Discontinued Operation, Restricted Cash, Current Aggregate proceeds received Proceeds from Divestiture of Interest in Consolidated Subsidiaries Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Range of Exercise Prices, upper limit (USD per share) Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit Equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Decreases for positions related to prior years Decreases for positions related to prior years Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Customer relationships Customer Relationships [Member] Lessor, Lease, Description [Line Items] Lessor, Lease, Description [Line Items] Asset Impairment Charges Asset Impairment Charges [Text Block] Number of extension options for future lease Number of extension options for future lease Number of extension options for future lease Vessel market value to loan ratio Vessel Market Value To Loan Ratio Vessel Market Value To Loan Ratio Other long-term liabilities (notes 6) Other Liabilities, Noncurrent Condensed Financial Information Disclosure [Abstract] Condensed Financial Information Disclosure [Abstract] Operating Activities [Axis] Operating Activities [Axis] Summary of Long-Term Debt Schedule of Long-term Debt Instruments [Table Text Block] Debt Instrument [Line Items] Debt Instrument [Line Items] Trading Symbol Trading Symbol Net Investment In Direct Financing Leases [Member] Net Investment In Direct Financing Leases [Member] Net Investment In Direct Financing Leases [Member] Restricted Investments, Percent of Net Assets Restricted Investments, Percent of Net Assets Derivative Asset Derivative Asset Net deferred tax assets Net Deferred Tax Assets Before Deducting Valuation Allowance Net deferred tax assets before deducting valuation allowance. Related Party Transaction [Domain] Related Party Transaction [Domain] Net Investment in Lease, Allowance for Credit Loss Net Investment in Lease, Allowance for Credit Loss Other Deferred Tax Liabilities, Other Subordinated Debt Subordinated Debt Number of Third Party Valuators Number of Third Party Valuators Number of Third Party Valuators Condensed Income Statements, Captions [Line Items] Condensed Income Statements, Captions [Line Items] Toledo Spirit [Member] Toledo Spirit [Member] Toledo Spirit [Member] [Domain] Other Current Liabilities [Member] Other Current Liabilities [Member] Stock Purchase Warrants Warrant [Member] Long-term debt (note 8) Long-term Debt, Excluding Current Maturities Long-term Debt, Excluding Current Maturities Actual hull coverage ratio Actual Hull Coverage Ratio The actual hull coverage ratio of the Company as at period end. Other Comprehensive Income Location [Axis] Other Comprehensive Income Location [Axis] Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price Compensation costs Share-based Payment Arrangement, Expense Operating expenses Cost of Goods and Service [Policy Text Block] Goodwill, intangibles and other non-current assets (notes 5, 6 and 15) Intangible Assets, Net (Including Goodwill) Earnings Per Share, Basic and Diluted [Abstract] Earnings Per Share, Basic and Diluted [Abstract] Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners Net (loss) income Net (loss) income Net (loss) income Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Restricted cash – current (notes 10, 15 and 17) Restricted cash – current Restricted Cash, Current Estimated forfeiture rate used in computing fair value of options granted Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Estimated Forfeiture Rate Share based compensation arrangement by share based payment award fair value assumptions risk free interest rate. Payables and Accruals [Abstract] Payables and Accruals [Abstract] Common Class A Common Class A [Member] Cash, cash equivalents and restricted cash Cash, cash equivalents, restricted cash and cash held for sale, beginning of the year Cash, cash equivalents, restricted cash and cash held for sale, end of the year Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Property, Plant and Equipment, Estimated Useful Lives Property, Plant and Equipment, Estimated Useful Lives Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Number Of Loan Agreements, Minimum Required Vessel Market Value to Loan Ratios Number Of Loan Agreements, Minimum Required Vessel Market Value to Loan Ratios Number Of Loan Agreements, Minimum Required Vessel Market Value to Loan Ratios Current Assets, Current [Abstract] Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Other financing activities Proceeds from (Payments for) Other Financing Activities Number Of Vessels Sold Number Of Vessels Sold The number of vessels sold during the period. Gross Carrying Amount Finite-Lived Intangible Assets, Gross Condensed Balance Sheet Statement [Table] Condensed Balance Sheet Statement [Table] Minimum hull coverage ratio Debt Covenant Minimum Hull Coverage Ratio The minimum hull coverage ratio as required by certain covenants for debts held by the Company. Nature of Revenue Domain [Domain] Nature of Revenue Domain [Domain] Nature of Revenue Domain Income (loss) from Discontinued Operation Income (loss) from Discontinued Operation [Member] Income (loss) from Discontinued Operation Net income attributable to the shareholders of Teekay Corporation, discontinued operations Net income attributable to the shareholders of Teekay Corporation, discontinued operations Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent Payments for Other Taxes Payments for Other Taxes Employee stock compensation and other (in shares) (note 12) Options, Exercised (shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Private [Member] Private [Member] Private [Member] Asset Retirement Obligation Disclosure [Abstract] Exercise Price Range [Domain] Exercise Price Range [Domain] Other comprehensive income (loss): Other Comprehensive Income (Loss) Other Comprehensive Income (Loss), Net of Tax Recurring Fair Value, Recurring [Member] March 2022 Sale Leaseback March 2022 Sale Leaseback [Member] March 2022 Sale Leaseback Subsidiary or Equity Method Investee [Line Items] Subsidiary or Equity Method Investee [Line Items] Non-current assets - discontinued operations (note 23) Disposal Group, Including Discontinued Operation, Assets, Noncurrent Capital Stock Stockholders' Equity Note Disclosure [Text Block] Disposal Groups, Including Discontinued Operations Disposal Groups, Including Discontinued Operations [Table Text Block] Decreases related to statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Measurement Basis [Axis] Measurement Basis [Axis] Auditor Firm ID Auditor Firm ID Net investing cash flow Net investing cash flow Net Cash Provided by (Used in) Investing Activities Portion at Fair Value Measurement Portion at Fair Value Measurement [Member] Percentage of debt Debt Covenant Minimum Free Liquidity And Undrawn Revolving Credit Line As Percentage Of Debt The minimum free liquidity and undrawn revolving credit line required by covenants of certain debt currently held by the Company, as a percentage of total debt. Assets - Continuing Operations Assets - Continuing Operations Assets - Continuing Operations Class of Stock [Domain] Class of Stock [Domain] Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Income from Vessel Operations Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Income from Vessel Operations Disposal Group, Including Discontinued Operation, Equity-accounted investments, Summarized Financial Information - Income from Vessel Operations Credit facility, maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Ownership [Domain] Ownership [Domain] Accounts payable Accounts Payable Changes in Operating Assets and Liabilities Cash Flow, Operating Capital [Table Text Block] Current assets - discontinued operations (note 23) Disposal Group, Including Discontinued Operation, Assets, Current Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Weighted average grant date fair value of non-vested options forfeited Shares Issued, Value, Share-based Payment Arrangement, Forfeited Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Assets held for sale (note 18) Assets Held-for-sale, Not Part of Disposal Group, Current Schedule Of Supplemental Cash Flow [Table] Schedule Of Supplemental Cash Flow [Table] Schedule Of Supplemental Cash Flow [Table] Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent Derivative Liability, Fair Value, Gross Liability Derivative Liability, Fair Value, Gross Liability Credit loss provision Net Investment in Lease, Allowance for Credit Loss, Period Increase (Decrease) Decrease in Net Income Loss Attributable To Noncontrolling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred Decrease in Net Income Loss Attributable To Noncontrolling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred Decrease in Net Income Loss Attributable To Noncontrolling Interest, , Realized Gain Loss on Sale of Vessels Previously Deferred At applicable statutory tax rates Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Cash, cash equivalents, restricted cash and cash held for sale, beginning of the year Cash, cash equivalents, restricted cash and cash held for sale, end of the year Total cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Variable interest rate on debt Derivative, Basis Spread on Variable Rate Preferred Unitholders Preferred Stock [Member] Extinguishment of Debt, Amount Extinguishment of Debt, Amount Number Of Vessels To Be Chartered In Number Of Vessels To Be Chartered In Number Of Vessels To Be Chartered In Reinvested dividends Stock Issued During Period, Value, Dividend Reinvestment Plan Number of Outstanding Options (in shares) Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding Fair Value Measurement Inputs and Valuation Techniques Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Per share proceeds from Sale of Interest in Partnership Unit Per share proceeds from Sale of Interest in Partnership Unit Per share proceeds from Sale of Interest in Partnership Unit Loss from continuing operations Loss from continuing operations Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest Name of Property [Domain] Name of Property [Domain] Carryforward term (in years) Operating Loss Carryforwards, Limitations on Use Major Property Class [Axis] Major Property Class [Axis] Number Of Vessels Chartered In Number Of Vessels Chartered In Number Of Vessels Chartered In Other comprehensive income (loss) before reclassifications Other Comprehensive Income (Loss) Before Reclassifications [Abstract] Other Comprehensive Income (Loss) Before Reclassifications [Abstract] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Excluding amortization of Drydocking expenditure Excluding Amortization Of Drydocking Expenditure [Member] Excluding Amortization Of Drydocking Expenditure [Member] Long-term Debt Long-term Debt [Text Block] Short Term Debt and Finance Lease Obligations Current Portion [Member] Short Term Debt and Finance Lease Obligations Current Portion [Member] Short Term Debt And Capital Lease Obligations Current [Member] EX-101.PRE 13 tk-20211231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 14 tk-20211231_g1.jpg GRAPHIC begin 644 tk-20211231_g1.jpg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end GRAPHIC 15 tk-20211231_g2.jpg GRAPHIC begin 644 tk-20211231_g2.jpg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end GRAPHIC 16 tkcex-412q42021001.jpg GRAPHIC begin 644 tkcex-412q42021001.jpg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ɀ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tkcex-412q42021002.jpg GRAPHIC begin 644 tkcex-412q42021002.jpg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