~~Table of~~ ~~Contents~~vessels at competitive rates.

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

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

•Exposure to ~~currency exchange~~interest rate fluctuations ~~results~~will result 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 Euros, 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, Singapore Dollar, Australian Dollar, and Canadian Dollar. We also make payments under two Euro-denominated term loans. If the amount of these and other Euro-denominated obligations exceeds our Euro-denominated revenues, we must convert other currencies, primarily the U.S. Dollar, into Euros. An increase in the strength of the Euro relative to the U.S. Dollar would require us to convert more U.S. Dollars to Euros to satisfy those obligations.

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. The primary source of these gains and losses is our Euro-denominated term loans and our Norwegian Krone-denominated bonds.

~~Our operating results are subject to seasonal fluctuations.~~

We operate our conventional tankers in markets that have historically exhibited seasonal variations in demand and, therefore, in 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. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, our revenues have historically been weaker during the fiscal quarters ended June 30 and September 30, and stronger in our fiscal quarters ended March 31 and December 31.

~~We may experience operational problems with vessels that reduce revenue and increase costs.~~

FPSO units are complex and their operations are technically challenging. Marine transportation and oil production operations are subject to mechanical risks and problems as well as environmental risks. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Any of these results could harm our business, financial condition and operating results.

~~Actual results of new technologies or technology upgrades may differ from expected results and affect our results of operations.~~

Teekay LNG has invested and is investing in vessel technology upgrades such as MEGI engines and other equipment and designs for certain LNG carriers, including, among other things, to improve fuel efficiency and vessel performance. These new engine designs and other equipment may not perform to expectations during actual operations, which may result in our exposure to performance claims based on failure to achieve specified performance requirements included in certain charter party agreements. During certain operations, actual fuel consumption for Teekay LNG’s MEGI LNG carriers may exceed specified levels in certain charter party agreements, which may result in reimbursement by Teekay LNG to the charterer for the cost of the excess fuel consumed. Teekay LNG is in the process of installing additional equipment on certain of its MEGI LNG carriers to lower fuel consumption on these vessels. Continued reimbursement obligations, unrecovered capital expenditures, delays in the installation of the equipment, or new equipment installations not performing to our expectations could harm our results of operations or financial condition.

~~Sanctions against key participants in the Yamal LNG Project could impede performance of the Yamal LNG Project, which could have a material adverse effect on us.~~

~~The U.S. Treasury Department’s Office of Foreign Assets Control (or~~ ~~OFAC~~) placed Russia-based Novatek, a 50.1% owner of the Yamal LNG Project, on the Sectoral Sanctions Identifications List. OFAC also previously imposed sanctions on an investor in Novatek and these sanctions also remain in effect. The current restrictions on Novatek prohibit U.S. persons (and their subsidiaries) from participating in debt financing transactions of greater than 60 days maturity with Novatek and, by virtue of Novatek’s 50.1% ownership interest, the Yamal LNG Project. The EU also imposed certain sanctions on Russia. These sanctions require an EU license or authorization before a party can provide certain technologies or technical assistance, financing, financial assistance, or brokering with regard to these technologies. However, the technologies being currently sanctioned by the EU appear to focus on oil exploration projects, not gas projects. In addition, OFAC and other governments or organizations may impose additional sanctions on Novatek, the Yamal LNG Project or other project participants, which may further hinder the ability of the Yamal LNG Project to receive necessary financing. Although we believe that we are in compliance with all applicable sanctions, laws and regulations, and intend to maintain such compliance, the scope of these sanctions laws may be subject to change.

~~In September 2019, OFAC imposed sanctions on COSCO Shipping Tanker (Dalian) Co., Ltd. (or~~ ~~COSCO Dalian). At the time, COSCO Dalian owned 50% of China LNG Shipping (Holdings) Limited (or~~ ~~CLNG), which in turn, owns a 50% interest in our Yamal LNG joint venture (or the~~ ~~Yamal LNG Joint Venture~~), which owns six on-the-water ARC7 LNG carriers. As a result of COSCO Dalian’s 50% ownership of CLNG and CLNG’s 50% interest in the Yamal LNG Joint Venture, both CLNG and the joint venture at the time qualified as “Blocked Persons" under OFAC's deeming rules. In October 2019, the COSCO group completed an ownership restructuring on arms'-length terms pursuant to which its 50% interest in CLNG was transferred from COSCO Dalian to a non-sanctioned COSCO entity, which automatically resulted in CLNG and the Yamal LNG Joint Venture no longer being classified as “Blocked Persons.” Although, CLNG and, by implication, our Yamal LNG Joint Venture were absolved from sanctions as a result of the October 2019 restructuring, OFAC subsequently lifted its sanctions against COSCO Dalian in January 2020. We do not expect any material financial impact to us from these resolved issues.

Future sanctions may prohibit the Yamal LNG Joint Venture from performing under its contracts with the Yamal LNG Project, which could have a material adverse effect on our financial condition, results of operations and ability to make cash distributions on our units.

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In addition to the Yamal LNG Joint Venture, participants in other projects in which we are involved (including, with respect to such other projects, our joint venture partners, customers, and their respective shareholders or management) may be subject to sanctions, which sanctions may have a material adverse effect on the success of those projects or our joint ventures and, in turn, on our business, financial condition and results of operations.

~~Failure, shutdown or other adverse events impacting the Yamal LNG Project may result in Teekay LNG's inability to re-deploy the ARC7 LNG carriers.~~

The charter party under the Yamal LNG Joint Venture’s time-charter contracts for the Yamal LNG Project is Yamal Trade Pte. Ltd., a wholly-owned subsidiary of Yamal LNG, the project’s sponsor. If the Yamal LNG Project were to shut down or face other adverse events, in either case on a permanent or even temporary basis, Teekay LNG may be unable to redeploy the ARC7 LNG carriers under other time-charter contracts or may be forced to scrap the vessels. Any such events could adversely affect our results of operations and Teekay LNG's ability to make cash distributions.

Teekay LNG or its joint venture partners may be unable to operate an LNG receiving and regasification terminal and may be exposed from time to time to conditions, developments, or requirements that may adversely affect Teekay LNG or its joint venture.

Teekay LNG has a 30% ownership interest in an LNG regasification and receiving terminal in Bahrain. Although the Bahrain LNG Joint Venture has completed mechanical construction and commissioning of the Bahrain terminal and is currently receiving terminal use payments, certain handover arrangements in respect of the Bahrain terminal remain subject to the approval of the lenders of the Bahrain LNG Joint Venture. As a result, the Bahrain LNG Joint Venture may experience associated delays in the formal acceptance of the terminal and the commencement of commercial operations if the Bahrain LNG Joint Venture does not satisfy all applicable conditions and obtain all necessary consents in accordance with its financing agreements. Accordingly, Teekay LNG or its joint venture partners may be unable to operate the LNG receiving and regasification terminal properly, whether due to a lack of satisfaction of such conditions, a lack of obtaining such consents, a lack of industry experience, or otherwise, which could affect their ability to operate the terminal, including as a result of a reduction in the expected output of the terminal. Any such reduction could decrease revenues to the Bahrain LNG Joint Venture which may harm our business, results of operations and financial condition.

In addition, the development, construction and operation of large-scale energy and regasification projects, such as the Bahrain terminal, are inherently subject to unforeseen conditions or developments. Such conditions or developments may include, among others: shortages or delays in deliveries of equipment, materials or labor; significant cost over-runs; labor disruptions; government issues; regulatory changes; legal disputes with third-parties, including contractors, sub-contractors and customers; investigations involving various authorities; adverse weather conditions; unanticipated increases in equipment, material or labor costs; reductions in access to financing, an increase in the amount of required support from shareholders of the Bahrain LNG Joint Venture under the terms of the financing, the ability to comply with all conditions and requirements under the terms of the financing, and the ability to obtain any applicable waivers or consents from our lenders on a timely basis, or at all; unforeseen engineering, technical and technological design, environmental, infrastructure or engineering issues; the inability to operate the Bahrain terminal at its full designed capacity; a temporary shutdown of the Bahrain terminal; and a general inability to realize the anticipated benefits of the Bahrain terminal, including all the benefits associated with the long-term contract with the customer. In the event that one or more of these conditions or developments were to materialize or continue for a prolonged period (in particular, any legal disputes with third parties or the Bahrain LNG Joint Venture’s inability to comply with all conditions and requirements under the terms of its financing or obtain any applicable waivers or consents from its lenders under the terms of its financing), our business, results of operations and financial condition could be harmed.

~~Our joint venture arrangements impose obligations upon us but limit our control of the joint ventures, which may affect our ability to achieve our joint venture objectives.~~

For financial or strategic reasons, we conduct a portion of our business through joint ventures. Generally, we are obligated to provide proportionate financial support for the joint ventures although our control of the business entity may be substantially limited. Due to this limited control, we generally have less flexibility to pursue our own objectives through joint ventures or to access available cash of the joint ventures than we would with our own subsidiaries. There is no assurance that our joint venture partners will continue their relationships with us in the future or that we will be able to achieve our financial or strategic objectives relating to the joint ventures and the markets in which they operate. In addition, our joint venture partners may have business objectives that are inconsistent with ours, experience financial and other difficulties (including under relevant sanctions and anti-bribery and corruption laws) that may affect the success of the joint venture or be unable or unwilling to fulfill their obligations under the joint ventures, which may affect our financial condition or results of operations. In addition, we do not have control over the operations of, nor do we have any legal claim to the revenues and expenses of our equity-accounted investments. Consequently, the cash flow generated by our equity-accounted investments may not be available for use by us in the period that such cash flows are generated, if at all.

~~We depend on certain joint venture partners to assist us in operating our businesses and competing in our markets.~~

Our ability to compete for certain projects, enter into new charters, secure financings and expand our customer relationships depends in part on our ability to leverage our relationship with our joint venture partners and their reputation and relationships in the shipping industry. If our joint venture partners suffer material damage to its financial condition, reputation or relationships, it may harm the ability of us or our subsidiaries to:

•~~renew existing charters~~Our cash, cash equivalents and ~~contracts~~short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of ~~affreightment upon their expiration;~~financial institutions.

•~~obtain new charters and contracts of affreightment;~~

•~~successfully interact with shipyards during periods of shipyard construction constraints;~~

•~~obtain financing on commercially acceptable terms, if at all; or~~

•~~maintain satisfactory relationships with suppliers and other third parties.~~

If our or our subsidiaries’ ability to do any of the things described above is impaired, it could have a material adverse effect on our business, results of operations and financial condition and our ability to make cash distributions.

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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~~take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to 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:

time charters
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•~~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;~~

•~~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 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.

The Daughter Entities 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.

We may make substantial capital expenditures to expand the size of our fleet and generally are required to make significant installment payments for acquisitions of newbuilding vessels. Depending on whether we finance our expenditures through cash from operations or by incurring debt or issuing equity securities, our financial leverage could increase, or our shareholders could be diluted.

We regularly evaluate and pursue opportunities to provide the marine transportation requirements for new or expanding LNG and LPG projects. The award process relating to LNG transportation opportunities typically involves various stages and takes several months to complete. We may not be awarded charters relating to any of the projects we pursue. If we bid on and are awarded contracts relating to any LNG and LPG projects, we will need to incur significant capital expenditures to build the related LNG and LPG carriers.

To fund any future capital expenditures, we will be required to use cash from operations or incur borrowings or raise capital through the sale of debt or additional equity securities. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for necessary future capital expenditures could have a material adverse effect on our business, results of operations and financial condition. Even if we are successful in obtaining necessary funds, incurring additional debt may significantly increase our interest expense and financial leverage, which could limit our financial flexibility and ability to pursue other business opportunities. Issuing additional equity securities may result in significant shareholder dilution and would increase the aggregate amount of cash required to pay quarterly dividends.

In addition, although delivery of the completed vessel will not occur until much later (approximately two to three years from the time the order is placed), we typically must pay an initial installment up-front upon signing the purchase contract. During the construction period, we generally are required to make installment payments on newbuildings prior to their delivery, in addition to incurring financing, miscellaneous construction and project management costs, but we do not derive any income from the vessel until after its delivery. If we finance these payments by issuing debt or equity securities, we will increase the aggregate amount of interest or cash required to maintain our current level of quarterly distributions/dividends to unitholders/shareholders prior to generating cash from the operation of the newbuilding.

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Teekay Tankers’ U.S. Gulf lightering business competes with alternative methods of delivering crude oil to ports and exports to offshore for consolidation onto larger vessels, which may limit ~~its~~our earnings in this ~~area of its operations.~~market.

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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 (or FSL) operations are subject to specific risks that could lead to accidents, oil spills or property damage.

•Our and many of our customers’ substantial operations outside the United States (or U.S.) expose us and them to political, governmental and economic instability, which could harm our operations.

~~Lightering is~~•Exposure to currency exchange rate fluctuations could result in fluctuations in our cash flows and operating results.

•Our operating results are subject to ~~specific risks arising~~seasonal fluctuations.

•Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile.

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

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•We have recognized asset impairments in the past and we may recognize additional impairments in the future.

•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 may be unable to make or realize benefits from ~~the process of safely bringing two large moving tankers next to each other~~investments or acquisitions, and ~~mooring them for lightering operations. These operations require a high degree of expertise~~growth through any such transaction may harm our financial condition 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.performance.

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 ~~from which we derived RSA revenues,~~participating in Revenue Sharing Agreements (or RSAs) to countries that are subject to sanctions imposed by the United States, European Union and the ~~European Union may impact investors’ decisions to invest in~~United Kingdom could harm our ~~securities.~~business.

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The United States has imposed sanctions on several countries or regions such as Cuba, North Korea, Syria, Sudan, Iran, Yemen and Venezuela. The EU lifted its previously enacted sanctions on Iran in January 2016. At that time, the U.S. lifted its secondary sanctions on Iran which applied to foreign persons but has retained its primary sanctions which apply to U.S. entities and their foreign subsidiaries. In the past, conventional oil tankers owned or chartered-in by us, or third-party vessels participating in RSAs from which we derive revenue, made limited port calls to those countries for the loading and discharging of oil products. Those port calls did not violate U.S. or EU sanctions at the time, and we intend to maintain our compliance with all U.S. and EU sanctions. In addition, we have no future contracted loadings or discharges in any of those countries and intend not to enter into voyage charter contracts for the transport of oil or gas to or from Iran or Syria.

We believe that our compliance with these sanctions and our lack of any future port calls to those countries does not and will not adversely impact our revenues, because port calls to these countries have never accounted for any material amount of our revenues. However, 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.

Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and ~~other~~Corporate Transparency Act and similar ~~legislation~~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•The shipping industry is ~~consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (or 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.

~~Our operations are~~ subject to substantial environmental and other regulations, which may significantly limit operations and increase ~~our expenses.~~

~~Our operations are affected by extensive~~expenses 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 ofadversely impact 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 IMO 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. In addition, the higher emissions of Teekay LNG’s steam vessels relative to more modern vessels could make it more difficult to secure employment for these vessels and reduce the rates at which Teekay LNG can charter these vessels to its customers.

The environmental and other laws and regulations applicable to us can 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 clean-up obligations, in the event that 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.

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

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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 will likely increase our compliance costs, require additional capital expenditures to reduce vessel emissions and require changes to our business.

Our business includes transporting oil, refined petroleum products, LNG and LPG. Regulatory changes and growing public concern about the environmental impact of climate change may lead to reduced demand for hydrocarbon products 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 and gas to decline dramatically over the short-term, in the long-term, climate change initiatives will likely significantly affect demand for oil and gas 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 certain 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.

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~~Companies across all industries are facing increasing scrutiny relating~~Our operations may be subject to ~~their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders~~economic substance requirements in the Marshall Islands 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 shareholder expectations and standards,offshore jurisdictions, 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.

could impact our business.

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, refined petroleum products, LNG and LPG. In addition, it is likely we will incur additional costs and require additional resources to monitor, report and comply with wide-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 ~~which came into effect during September 2017~~ may adversely affect our operational results and financial condition.

•The ~~International Maritime Organization, the United Nations agency for maritime safety and the prevention~~smuggling of ~~pollution by vessels (or 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 constructed before September 8, 2017 were required to comply with updated applicable standards ondrugs or after September 8, 2019. For most vessels, compliance with the applicable standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are required to comply with the applicable standards on or after September 8, 2017. We are currently implementing ballast water management system upgrades on certain ofother contraband onto our vessels ~~in accordance with the required timelines imposed by the IMO. The cost of compliance with these regulations, including as a result of installing such systems,~~ may ~~be substantial and may adversely affect our results of operation and financial condition. In addition~~lead to ~~the requirements under the IMO, the U.S. Coast Guard (or~~ ~~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 or receive authorization by a duly-issued permit or exemption.governmental claims against us.

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 continue to remain on the white list.

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.

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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 and do not foresee that these requirements will have a material adverse effect on our business, financial condition and operating results. 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 our information systems to conduct our business, and failure to protect these systems against viruses and security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

•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 incorporated in the Marshall Islands, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

•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 our U.S. shareholders and other adverse consequences to us and all of our 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, cash flows and results of operations.

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 or renew our fleet.

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

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 may cause significant increases or decreases in the revenues we earn from our vessels and may also cause significant increases or decreases in the value of our vessels. If the tanker market is depressed, our earnings may decrease. Our exposure to industry business cycles is more acute because of our exposure to the spot tanker market, which is more volatile than the tanker industry generally. Our ability to operate profitably in the spot market and to recharter our other vessels upon the expiration or termination of their charters will depend upon, among other factors, the economic conditions in the tanker market.

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.

Key factors that influence the supply of tanker capacity include:

•environmental concerns and regulations;

•the number of newbuilding deliveries;

•the scrapping rate of older vessels;

•conversion of tankers to other uses; and

•the number of vessels that are out of service.

Key factors that influence demand for tanker capacity include:

•supply of oil and oil products;

•demand for oil and oil products;

•regional availability of refining capacity;

•global and regional economic and political conditions;

•the distance oil and oil products are to be moved by sea;

•demand for floating storage of oil;

•changes in seaborne and other transportation patterns;

•weather and natural disasters;

•competition from alternative sources of energy; and

•international sanctions, embargoes, import and export restrictions, nationalizations and wars.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price and the supply of, and demand for, tanker capacity. 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 in January 2022 of the Teekay Gas Business, which operated primarily under long-term, fixed-rate charter contracts, our revenues are more volatile and dependent on revenues generated by our tanker fleet.

The conflict in Ukraine and the consequent sanctions imposed on Russia have significantly increased tanker demand and rates by reshaping global oil trading patterns, including the rerouting of Russian oil exports away from Europe and the subsequent backfilling of imports into Europe from other more distant sources. Changes in or resolution of the conflict in Ukraine and the lifting of those sanctions may lead to a reversal of these trading patterns or other effects that could significantly decrease tanker demand and rates.

Although the Hamas-Israel war so far has not had a direct material effect on the tanker industry, war, terrorism and geopolitical tensions in the Middle East could have material adverse effects. Since mid-December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area. As a result of these attacks, many shipping companies have routed their vessels away from the Red Sea, which has affected trading patterns, rates and expenses. Further escalation, or expansion of hostilities relating to the Israel-Hamas war could continue to affect the price of crude oil and the oil industry, the tanker industry, demand for or services, and our business, results of operations, financial condition and cash flows.

Changes in the spot tanker market may result in significant fluctuations in the utilization of our vessels and our profitability.

During 2023 and 2022, we derived approximately 93% and 89%, respectively, of our consolidated revenues from continuing operations in Teekay Tankers. These revenues earned are primarily from vessels operating in the spot tanker market, either directly or by means of participation in RSAs (which includes vessels operating under full service lightering (or FSL) contracts and charters with an initial term of less than one year). Due to our involvement in the spot-charter market, declining spot rates in a given period generally will result in corresponding declines in our operating results for that period.

The spot-charter market is highly volatile and fluctuates based upon tanker and oil supply and demand. 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 load 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 and obligations related to finance leases.

In addition, as charter rates for spot charters are fixed for a single voyage that may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

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In addition, the impact of changes in the spot tanker market may be further impacted by our tankers participating in RSAs as an RSA may include vessels of third-party owners that do not perform as well as our vessels. As a result, we may earn less net revenue than we could by operating our vessels independently. For further information about the RSAs, please read "Item 4 – Information on the Company: B. Business Overview – Revenue Sharing Agreements".

Our vessels operate in the highly competitive international tanker market.

The operation of oil tankers and transportation of crude oil and refined petroleum products are extremely competitive businesses. Competition arises primarily from other tanker owners, including major oil companies and independent tanker companies, some of which have substantially greater financial strength and capital than us. Competition for the transportation of oil and oil products can be intense and depends on price and the location, size, age, and condition of the tanker and the acceptability of the tanker and its operators to the charterers. Our competitive position may erode over time. In addition, we may not be able to compete profitably to the extent we seek to expand our business into new geographic regions. New markets may require different skills, knowledge, or strategies than those we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

High oil prices could negatively impact tanker freight rates.

High oil prices could negatively impact tanker freight rates due to reduced oil demand and weaker refining margins. In addition, fuel, or bunkers, is a significant operating expense for our vessels employed in the spot market and can have a significant impact on earnings. For any vessels which may be employed on time charters, the charterer is generally responsible for the cost and supply of fuel; however, such cost may affect the time charter rates we may be able to negotiate for such vessels. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including, among other factors, geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (or OPEC) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.

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 (hijackings and kidnappings);

•cyber-attacks;

•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;

•liabilities or costs to recover any spilled oil or other petroleum products 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, and the associated costs could exceed our insurance coverage.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of dry-dock repairs are unpredictable and may be substantial. We may have to pay drydocking costs if our insurance does not cover them in full. The total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss, which could adversely affect our business, results of operations and financial condition. 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.

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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, the Red Sea, Libya, East Asia, Southeast Asia, West Africa and elsewhere, and political change, may adversely affect the tanker industry and our business, operating results, financial condition, and ability to raise capital and fund future growth. Recent hostilities in Ukraine, the Middle East (including the Israel-Hamas war) and elsewhere may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, 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 invasion of Ukraine, in addition to sanctions announced by several 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 U.S., the European Union 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, Ukraine, or the Middle East, 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 terrorist attacks or warlike operations and our vessels could be targets of hijackers, terrorists, or warlike operations. For example, the conflict in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea, and since mid-December 2023, Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area resulting in many shipping companies routing their vessels away from the Red Sea, which has affected trading patterns, rates, and expenses. 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 Gulf of Guinea, there have been increases in the frequency and severity of unmanned aerial vehicle and missile attacks in the southern Red Sea. There has also been an escalation in the Straits of Malacca and Singapore in the number of piracy incidents year on year. In addition, the threat of armed robbery and theft continues to exist to varying degrees in certain ports of South America, the Gulf of Mexico as well as in the Sulu & Celebes Seas. 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 onboard 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, detention or hijacking as a result of an act of piracy or other attacks 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.

Public health threats, including pandemics, epidemics, and other public health crises, could have an adverse effect on our operations and financial results.

Public health threats and highly communicable diseases, such as COVID-19, could adversely affect our operations, the operations of our customers or suppliers and the global economy. In response to a pandemic or epidemic, countries, ports, and organizations, including those where we conduct a large part of our operations, could implement measures to combat such outbreaks, such as quarantines and travel restrictions. Such measures could cause severe trade disruptions. In addition, pandemics, epidemics, and other public health crises may result in a significant decline in global demand for crude oil and refined petroleum products, as was the case during COVID-19. As our business is the transportation of crude oil and refined oil products on behalf of oil majors, oil traders and other customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services. The extent to which any pandemic, epidemic or any other public health crises may impact our business, results of operations and financial condition, including possible impairments, will depend on future developments, which are uncertain and cannot be predicted.

Governments could requisition our vessels during a period of war or emergency, which may adversely affect our business and results of operations.

A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could adversely affect our business, results of operations and financial condition.

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Risks Related to Our Business

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

Economic downturns, bank failures 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 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. Global financial markets and economic conditions have been, and continue to be, volatile. Global economic growth weakened during 2023, due in part to inflationary pressures and higher interest rates. Growth in 2024 is expected to remain below long-term average levels.

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.

We may not be able to grow or to manage our growth effectively.

Our future growth will depend upon a number of factors, some of which are beyond our control. These factors include our ability to:

•identify suitable tankers or shipping companies for acquisitions or joint ventures;

•successfully integrate any acquired tankers or businesses with our existing operations; and

•obtain required financing for our existing and any new operations.

In addition, competition from other companies, many of which have significantly greater financial resources than we do, may reduce our acquisition opportunities or cause us to pay higher prices. Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition, and results of operations.

Furthermore, any acquisition of a vessel or business may not be profitable at or after the time of acquisition and may not generate cash flows sufficient to justify the investment. Tanker asset values have increased significantly since 2022, and as of early 2024 are approaching all-time highs on a non-inflation adjusted basis. In addition, acquisitions expose us to risks that may harm our business, financial condition, and operating results.

To the extent we acquire existing vessels, they typically do not carry warranties as to their condition, unlike newbuilding vessels. 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. Repair 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 flows and liquidity and harm our financial condition and performance.

An increase in operating costs, due to increased inflation or otherwise, could adversely affect our cash flows and financial condition.

Our levels of vessel operating expenses depend upon a variety of factors, many of which are beyond our control, such as competition for crew and inflation. Inflation has increased significantly on a worldwide basis since mid-2021, with many countries facing their highest inflation rates in decades. Inflation has increased our vessel operating expenses, voyage expenses and certain other expenses. To the extent our charter rates do not cover increased vessel operating expenses or voyage expenses for which we are responsible, or if other costs and expenses increase, our earnings would decrease and our cash flows and financial condition would be adversely affected.

The timing of dry dockings of our vessels during peak market conditions could adversely affect our profitability.

We periodically dry dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, each vessel is dry docked every two and a half years to five years depending on the age of the vessel. Depending on the type of dry docking required, a vessel will incur a number of days of downtime when it will not be in service. During times of favorable market conditions, any increase in the number of required dry dockings in a given timeframe and the lost revenue days arising from this downtime could result in a material loss of earnings.

Delays in the delivery of and installation of new vessel equipment could result in significant vessel downtime and have adverse impacts on our results of operations.

In order to maximize fleet performance and efficiency, we plan to invest from time to time in new technologies to be installed on our fleet. However, the delivery and installation of any new equipment depends on a number of factors, some of which are within our control, such as the location of the vessels on a given date, and other factors which are outside of our control, such as the delivery due date, the availability of qualified personnel to install new equipment and potential bottlenecks in the supply chain. Depending on the type of new equipment to be installed, we may need to co-ordinate delivery and installation in line with vessel dry dockings. Any delays in the delivery or installation of new equipment could result in an increase in the number of dry docking days and adversely impact our results of operation.

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Technological innovation could reduce our charter hire income and the value and operational lives of our vessels.

The charter hire rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter various harbors and ports, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically-advanced vessels could adversely affect the amount of charter hire payments, if any, we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our business, financial condition and results of operations could be adversely affected.

Over time, the value of our vessels may decline, which could adversely affect our existing loans and obligations related to finance leases, our ability to obtain new financing, or our operating results.

Vessel values for oil tankers can fluctuate substantially over time due to a number of different factors. Vessel values may decline from existing levels. If the operation of a tanker is not profitable, 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 disposition 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. In addition, vessel value declines may result in impairment charges against our earnings. As of December 31, 2023, Teekay Tankers’ revolving credit facility and its obligations related to finance leases contained loan-to-value financial covenants tied to the value of the vessels that collateralize the credit facility and finance leases. Teekay Tankers is required to maintain vessel value to outstanding loan and lease principal balance ratios ranging from 100%-125%. As at December 31, 2023, Teekay Tankers was in compliance with these requirements. However, a decline in the market value of these tankers may result in a default of the applicable financing arrangement or may require Teekay Tankers to prepay portions of the outstanding principal or pledge additional collateral to avoid a default. If Teekay Tankers is unable to cure any such breach within the prescribed cure period in a particular financing facility, the relevant financiers could accelerate Teekay Tankers' debt or obligations under finance leases and foreclose on its vessels and other assets pledged as collateral or require an early termination of the credit facility or finance lease. In certain circumstances, such a breach could result in cross-defaults under Teekay Tankers’ other financing agreements. In addition, a significant decline in the market value of our tankers may prevent us from refinancing tankers with a similar amount of debt or obtaining additional debt using the tankers as collateral, thereby requiring us to either reduce debt levels in facilities collateralized by the tankers or seek alternative financing structures.

In addition, if we determine at any time that a vessel’s future useful life and earnings require us to impair its value on our consolidated financial statements, we may need to recognize a significant charge against our earnings.

We depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make any dividend payments or repurchase shares.

Our subsidiaries, which are all directly and indirectly wholly owned by us, own all of our substantive operating assets. As a result, our ability to satisfy our financial obligations and to pay any dividends to, or repurchase shares from, our shareholders depends on the ability of our subsidiaries to generate profits available for distribution to us and our subsidiaries being permitted by law and contract to make such distributions to us; to the extent that they are unable to generate or distribute profits to us, we may be unable to pay our creditors or any dividends to, or repurchase shares from, our shareholders.

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 facility, finance leases 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 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.

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In addition, certain of our debt agreements and finance leases require us to comply with certain financial covenants. Our ability to comply with covenants and restrictions contained in debt instruments and finance leases may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such event 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 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 and obligations related to finance leases.

Furthermore, the termination of any of our charter contracts by our customers could result in the repayment of the debt facilities or finance leases to which the chartered vessels relate.

We may be required to make substantial capital expenditures should we decide to expand the size of our fleet. We generally will be required to make significant installment payments for any acquisitions of newbuilding vessels prior to their delivery and generation of revenue. Depending on whether we finance our expenditures through cash from operations or by issuing debt or equity securities, our financial leverage could increase or our shareholders’ ownership interests in us could be diluted.

We will be required to make substantial capital expenditures should we decide to increase the size of our fleet, including acquiring tankers from third parties. Our acquisitions may also include newbuildings. We generally will be required to make installment payments on any newbuildings prior to their delivery. We typically pay 10% to 20% of the purchase price of a newbuilding tanker upon signing the purchase contract, even though delivery of the completed vessel does not occur until much later (approximately two to three years from the order). To fund expansion capital expenditures, we may be required to use cash balances or cash from operations, incur borrowings or raise capital through the incurrence of debt or issuance of additional equity securities. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain funds for capital expenditures could have a material adverse effect on our business, results of operations and financial condition. Even if we are successful in obtaining the necessary funds, incurring additional debt may significantly increase our interest expense and financial leverage, which could limit our financial flexibility and ability to pursue other business opportunities. In addition, issuing additional equity securities may result in significant shareholder ownership dilution.

Teekay Tankers has obligations related to finance leases and a revolving credit facility and may incur additional debt and finance lease obligations in the future.

As of December 31, 2023, Teekay Tankers had no outstanding long-term debt and $321.8 million was available to it under its revolving credit facility. In addition, Teekay Tankers' obligations related to finance leases were approximately $140.8 million as of December 31, 2023. We will continue to have the ability to incur additional debt, subject to limitations in Teekay Tankers’ revolving credit facility. Our level of debt could have important consequences to us, including the following:

•our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms, if at all;

•we will need a portion of our cash flow to make principal and interest payments on our debt and lease payments on our obligations related to finance leases, reducing the funds that would otherwise be available for operations, business opportunities, share repurchases and dividends to our shareholders;

•incurring additional debt and finance lease obligations in the future may makes us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and

•incurring additional debt and finance lease obligations in the future may limit our flexibility in 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.

Our ability to repay or refinance debt and lease obligations and to fund capital expenditures will depend on certain financial, business and other factors, many of which are beyond our control. To the extent we are able to finance these obligations and expenditures, our ability to pay any cash dividends and repurchase shares may be diminished, or our financial leverage may increase, or our shareholders may be diluted.

To fund existing and future debt and lease obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets or our joint venture entity, issue debt or additional equity securities and/or seek to access other financing sources. Our access to potential funding sources and our future financial and operating performance will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control.

If we are unable to access additional financing and generate sufficient cash flow to meet our debt, lease, capital expenditure and other business requirements, we may be forced to take actions such as:

• restructuring our debt;

• selling additional assets or equity interests in certain assets or our joint venture;

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• not paying dividends or repurchasing shares;

• reducing, delaying, or canceling business activities, acquisitions, investments or capital expenditures; or

• seeking bankruptcy protection.

Such measures might not be successful, and additional debt or equity capital may not be available on acceptable terms or enable us to meet our debt, lease, capital expenditure and other obligations. Some of such measures may adversely affect our business and reputation. In addition, financing agreements may restrict our ability to implement some of these measures.

Use of cash from operations for capital purposes will reduce cash available for any future dividends to shareholders. Our ability to obtain bank financing or to access the capital markets for any future offerings 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 financing could limit our ability to pay any future cash dividends to shareholders, repurchase shares or to operate our businesses as currently conducted. In addition, incurring debt may significantly increase interest expense and financial leverage, and issuing additional equity securities may result in significant shareholder dilution. The sale of certain assets would reduce cash from operations and the cash available for distribution to shareholders. For more information on our liquidity requirements, please read “Item 18 – Financial Statements: Note 20a – Commitments and Contingencies – Liquidity".

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, and the cost of attracting and retaining such personnel may increase.

Our success depends 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. Competition to attract and retain qualified crew members is intense. The shipping industry continues to forecast a shortfall in qualified personnel, and crew and other compensation has increased recently and may continue to increase in the future. If crew costs increase and we are not able to increase our rates to compensate for any such increases, our financial condition and results of operations may be adversely affected. Any inability we experience in the future to hire, train and retain a sufficient number of qualified employees or crew could impair our ability to manage, maintain and grow our business.

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

As approximately 50% 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, cash flows and results of operations. Failure to execute a timely renewal program may adversely impact our and Teekay Tankers' business and financial condition.

Increased demand for and supply of vessels fitted with scrubbers to comply with IMO sulfur reduction requirements could reduce demand for our existing vessels and impair our ability to time charter-out our vessels at competitive rates.

As of December 31, 2023, owners of approximately 34% of the worldwide fleet of tankers with capacity over 10,000 dead-weight tonnes had fitted or planned to fit scrubbers on their vessels. Fitting scrubbers allows a ship to consume high sulfur fuel oil, which is less expensive than the low sulfur fuel oil that ships without scrubbers must consume to comply with the IMO 2020 low sulfur emission requirements. Generally, owners of vessels with higher operating fuel requirements (generally larger ships) are more inclined to install scrubbers to comply with IMO 2020. Fuel expense reductions from operating scrubber-fitted ships could result in a substantial reduction of bunker cost for charterers compared to the vessels in our fleet, which do not have scrubbers. If (a) the supply of scrubber-fitted vessels increases, (b) the differential between the cost of high sulfur fuel oil and low sulfur fuel oil is high and (c) charterers prefer such vessels over our vessels to the extent they do not have scrubbers, demand for our vessels may be reduced and our ability to time charter-out our vessels at competitive rates may be impaired, which may have a material adverse effect on our business, 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 and lightering support vessels and the transfer of oil 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.

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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 under-insured 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 any pandemics, epidemics or other public health crises, 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. Following our sale in January 2022 of the Teekay Gas Business, we own a smaller fleet, which may impact our buying power and could lead to us having increased insurance coverage costs.

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.

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

As of December 31, 2023, we had $140.8 million in aggregate principal amount of outstanding indebtedness and obligations related to finance leases that bear interest based on variable, floating rates. We anticipate that we will enter into additional variable-rate financing obligations in the future. We are exposed to the impact of interest rate changes primarily through certain of Teekay Tankers' borrowings and obligations related to finance leases that require us to make interest payments based on Secured Overnight Financing Rate (or SOFR). Some of the agreements governing our revolving credit facility and finance lease facilities provide for an alternate method of calculating interest rates in the event that a SOFR rate is unavailable. Transitions to the alternative methods may adversely affect the costs of these debt and obligations related to finance leases.

Significant increases in interest rates could adversely affect our profit margins, results of operations and our ability to service our debt. Interest rates remain significantly higher than rates in 2021 with central banks implementing several rate increases during 2022 and 2023. In accordance with our risk management policy, we may use interest rate swaps 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 mitigating our interest rate risk from our variable rate indebtedness.

Returns on our cash and short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates.

For further information about our financial instruments at December 31, 2023 that are sensitive to changes in interest rates, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk".

Our cash, cash equivalents and short-term investments are exposed to credit risk, which may be adversely affected by market conditions, interest rates and failures of financial institutions.

As of December 31, 2023, we had a total of $652.7 million of cash, cash equivalents and short-term investments. We manage our available cash through various financial institutions and primarily invest our cash reserves in U.S. Government treasury bills and bank deposits. A collapse or bankruptcy of any of the financial institutions in which or through which we hold or invest our cash reserves, or rumors or the appearance of any such potential collapse or bankruptcy, might prevent us from accessing all or a portion of our cash, cash equivalents or short-term investments for an uncertain period of time, if at all. As demonstrated in recent years, the collapse of a financial institution may occur very rapidly. Any material limitation on our ability to access our cash, cash equivalents or short-term investments could adversely affect our liquidity, results of operations and ability to meet our obligations. In addition, our returns on our cash invested in short-term investments and the value of any marketable securities in which we may invest could be adversely affected by changes in interest rates or by the performance of the capital markets. For further information about our financial instruments at December 31, 2023 that are exposed to credit risk, please read "Item 11 - Quantitative and Qualitative Disclosures About Market Risk".

We may be unable to take advantage of favorable opportunities in the spot market to the extent any of our vessels are employed on medium to long-term time charters.

As of the date of this Annual Report, one of our time chartered-in vessels operates under a fixed-rate time-charter contract. To the extent we enter into medium or long-term time charters, the vessels committed to such time charters may not be available for spot charters during periods of increasing charter hire rates, when spot charters might be more profitable.

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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 and exports to offshore loading facilities for consolidation onto larger vessels, including the Louisiana Offshore Oil Platform and deep water terminals in Corpus Christi and Houston, Texas which can partially load Very Large Crude Carriers (or VLCCs). While we believe that lightering offers advantages over alternative methods of delivering crude oil to or from 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 in which oil, refined petroleum products or other cargoes are transferred from one ship to the other. These operations require a high degree of expertise and present a higher risk of collision or spill 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.

An oil spill could also result in significant liability, including fines, penalties, criminal liability, remediation costs and natural resource damages under international and U.S. federal, state and local laws, as well as third-party damages, and we may be subjected to such liability without regard to whether we were negligent or at fault. These costs could have a material adverse effect on our business, results of operations and financial condition and any such incident could harm our reputation with current or potential charterers of our tankers.

Although we carry insurance coverage as customary in the shipping industry, with coverage for, among other things, accidents, property damage and potential spills of oil (including marine fuel) and other pollution incidents, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates. There can be no assurance that our insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations and financial condition.

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.

Since 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 and/or repurchase shares. For example, the United States, the European Union, the United Kingdom and numerous other nations imposed substantial additional sanctions on Russia for its invasion of Ukraine. In addition, in 2018 and 2019, general trade tensions between the United States and China escalated and led to each nation imposing tariffs on certain products of the other nation, with the United States and China subsequently negotiating 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 as we are currently seeing in the Red Sea.

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

Our tanker operations earn revenues in U.S. Dollars, while our Australian marine services business primarily earns revenues in Australian Dollars. 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 Australian Dollar, the Euro, the Singapore Dollar, the Canadian Dollar, and the British Pound.

Since 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 standards, 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 rates 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.

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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.

Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile.

Our general vessel employment strategy includes using a mix of spot and fixed-rate time charters, and we expect to enter into fixed-rate time charters in the future. As of the date of this Annual Report, one of our time chartered-in vessels operates under a fixed-rate time-charter contract, which is scheduled to expire in 2024. If upon its scheduled expiration, or any early termination, we are unable to renew or replace the fixed-rate charter on favorable terms, or if we choose not to renew or replace this fixed-rate charter, we may employ the vessel in the volatile spot market. Increasing our exposure to the spot market, particularly during periods of unfavorable market conditions, could harm our results of operations and make them more volatile.

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

Historically, 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 could reduce our and Teekay Tankers' access to capital, particularly equity capital. Issuing additional common equity would be dilutive to shareholders. Lack of access to debt or equity capital at reasonable rates would adversely affect our growth or fleet renewal prospects and our ability to refinance debt and pay dividends to our shareholders.

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 the investment in our equity-accounted joint venture 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.

Further, if we determine at any time that a vessel’s future useful life and cash flows 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 judgment and are less predictable. We recognized asset impairment charges of $92.4 million in 2021 in relation to continuing operations. There were no impairment charges in 2023 or 2022. The 2021 charge included impairments of $66.9 million and $24.7 million for four Suezmax tankers and seven Aframax / LR2 tankers, respectively, of Teekay Tankers.

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. While no customer accounted for over 10% of our consolidated revenues from continuing operations during 2023, 2022 or 2021, 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 a breach by us of the relevant contract, the customer exercises certain rights to terminate the contract;

•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.

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Our strategy includes seeking suitable investment or acquisition opportunities in both the broader shipping sector and, potentially, in new and adjacent markets, particularly following our sale of the Teekay Gas Business. We may be unable to make or realize the expected benefits from investments or acquisitions, and growth through any such transaction may harm our financial condition and performance.

A principal component of our business strategy is seeking suitable investment or acquisition opportunities in both the broader shipping sector and, potentially, in new and adjacent markets, particularly following our sale of the Teekay Gas Business. Any such growth may involve our expansion into new geographic areas and new 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 or managing new investments, which would decrease the time they have to manage our existing business, service existing customers and attract new customers;

•difficulties identifying suitable acquisition candidates or investment opportunities, and successfully competing for available opportunities;

•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 or invested in;

•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.

We may not be successful in identifying, negotiating and completing any potential acquisition or investment opportunities. Any such transactions may not be profitable to us at the time of their completion and may not generate revenues, profits or cash flows sufficient to justify our investment. In addition, our 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 or investments; 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.

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, Iran, and the Ukraine's Crimea, Luhansk and Donetsk regions. The U.S. also has imposed substantial restrictions on trade with Yemen and Venezuela.

Since February 2022, the United States and numerous other organizations and nations, notably including the European Union and United Kingdom, have imposed substantial sanctions on Russia regarding its invasion of Ukraine. During 2022, Australia, the United Kingdom, the U.S. and the European Union prohibited the import of Russian oil into their territories. As of December 2022, for crude oil and February 2023, for petroleum products, the U.S., United Kingdom, and European Union in particular have also prohibited the provision of financial, legal, brokering, shipping and insurance services to any person of any nationality carrying Russian origin oil unless it is at or below a stated cap (currently $60 per barrel for crude oil and $100 per barrel for petroleum products). 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.

Several years ago, oil tankers owned or chartered-in by us, or third-party vessels participating in RSAs from which we derived revenue, 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.

These historical port calls have not adversely affected our business, which we believe is due to such port calls being legal at the time and that 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 previously called on, or through our participation in RSAs previously received revenue from calls on, ports in these sanctioned countries. Any such investor reaction could adversely affect the market for our common shares.

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Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the UK Criminal Finances Act, the UK Economic Crime and Corporate Transparency 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 Foreign Corrupt Practices Act of 1977 (or the FCPA) of the United States, the Bribery Act 2010 (or the UK Bribery Act), the Criminal Finances Act 2017 (or the CFA) and the Economic Crime and Corporate Transparency Act 2023 (or the ECCTA) of the United Kingdom. We are subject, however, to the risk that we, our affiliated entities or their respective officers, directors, employees, and agents may take actions determined to be in violation of applicable anti-corruption and anti-money laundering laws, including the FCPA, the UK Bribery Act, the CFA and the ECCTA. 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 and adversely impact our insurance coverage.

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 have been or may be adopted. The International Maritime Organization (or the IMO), the United Nations agency for maritime safety and the prevention of pollution by vessels, has also established progressive standards that continue to limit emissions from ships as they strive to meet their 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, use of alternative fuels, 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 are expected to increase our compliance costs and require additional capital expenditures to reduce vessel emissions and may require changes to our business and could have an adverse impact on our financial condition.

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. For example, as of January 1, 2024, the European Union has expanded the existing EU Emissions Trading System (or EU ETS) to include carbon dioxide (or CO2) emissions from vessels of 5,000 gross tonnage and above. Shipping companies which perform voyages to/from/within the EU and EEA (Iceland, Liechtenstein, and Norway) will need to acquire and surrender EU allowances (or EUAs) through their Union Registry account by September of the following year to cover their annual emissions. One EUA is equivalent to one tonne of CO2 emission. The EU ETS covers 50% of emissions from voyages starting or ending outside of the EU and 100% of emissions from voyages that occur between two EU ports and when ships are within EU ports. The surrendering of allowances by shipping companies will be gradually increased with respect to verified emissions reported for the years 2024 and 2025. This means, in 2025, shipping companies will be liable to surrender allowances for 40% of verified emissions reported in 2024. In 2026, this increases to 70% of verified emissions reported in 2025. As of 2027 and each year thereafter, shipping companies will have to surrender allowances reflecting 100% of their verified emissions.

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In recent years, companies across all industries are facing increasing scrutiny relating to their ESG policies. Certain investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants remain focused on ESG practices and place significant importance on the implications and social cost of their investments. This increased focus and activism related to ESG and similar matters may hinder access to capital, as these 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 evolving expectations and standards by these investors, lenders or other industry stakeholders, or companies, 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 among these groups and their business, financial condition and stock price may be adversely affected.

We may face increasing pressures from certain 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 interested 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-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.

Finance ministers of the European Union 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”. As of December 31, 2022, both Bermuda and the Marshall Islands remained “white-listed” by the European Union. However, on February 14, 2023, the European Union moved the Marshall Islands to the "blacklist" until October 17, 2023, when they were moved back to the "white list". If Bermuda and/or the Marshall Islands were put back onto the blacklist and sanctions or other financial, tax or regulatory measures were applied by European Union member states to countries on the list, or further economic substance requirements were imposed by Bermuda and/or the Marshall Islands, our business could be harmed.

European Union member states have agreed upon a set of measures, which they can choose to apply against blacklisted 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. European Union legislation prohibits European Union funds from being channeled or transited through entities in countries on the blacklist. Other 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 may be 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.

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 (or 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.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Cocaine production has risen dramatically in recent years, and the demand for cocaine has seen an increase in many countries as well. As a result, new hubs and new routes for cocaine smuggling have emerged, and seizures by law enforcement agencies are reaching record highs around the world. Many of these seizures have a direct impact on merchant ships. Detentions of vessels and crew members are possible when cocaine is discovered, leading to operational delays, lengthy legal proceedings, psychological impacts on employees, and associated costs.

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Our vessels call on certain ports, such as Brazil, Venezuela and Colombia, where there is a higher risk that smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have a material adverse effect on our business, financial condition, and results of operations.

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.

We rely on our information systems to conduct our business, and failure to protect these systems against viruses and security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

Our business is international in scope, and the efficient operation of our business, including processing, transmitting and storing electronic and financial information and aspects of the control and operation of our vessels, is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches and other attacks by computer hackers and cyber terrorists. We rely on what we believe are industry-accepted security measures and technology in seeking to secure confidential and proprietary information maintained on our information systems and to protect our assets. However, these measures and technology may not adequately prevent security breaches or cyberattacks.

We may be required to spend significant capital and other resources to further protect us, our information systems and our assets against threats of security breaches, computer viruses and cyberattacks, or to alleviate problems caused by such matters. Security breaches, viruses and cyberattacks could also harm our reputation and expose us to claims, litigation and other possible liabilities. Any inability to prevent security breaches (including the inability of our third-party vendors, suppliers or counterparties to prevent security breaches) could also cause existing customers to lose confidence in our information systems and harm our reputation, cause losses to us or our customers, damage our reputation, and increase our costs.

In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, financial condition. and results of operations.

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 laws, 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 adopted the General Data Privacy Regulation (or~~ ~~GDPR), a comprehensive legal framework to govern~~computing and artificial intelligence. These data ~~collection, use~~privacy laws, rules and ~~sharing and related consumer privacy rights, which took effect in May 2018. The GDPR includes~~regulations often include 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.

Risks Related to an Investment in Our Securities

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate case law or bankruptcy law and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (or the BCA). Many of the provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors and officers under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors and officers under statutes or judicial precedent in existence in certain U.S. jurisdictions.

Shareholder rights may differ as well. While the BCA incorporates the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or any controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction. In addition, the Republic of the Marshall Islands does not have a well-developed body of bankruptcy law. As such, in the case of a bankruptcy involving us, there may be a delay of bankruptcy proceedings and the ability of security holders and creditors to receive recovery after a bankruptcy proceeding, and any such recovery may be less predictable.

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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 2024 tax year, we currently have significant cash assets which could increase our risk that U.S. tax authorities could treat us as a ~~“passive foreign investment company,”~~PFIC in 2024 and future years, 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 ~~“passive foreign investment company” (or~~ PFIC) for such purposes in any ~~taxable~~tax 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.”~~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.”

~~Table~~For purposes of ~~Contents~~the PFIC asset test, cash and other current assets readily convertible into cash (or "cash assets") are considered to be assets that produce passive income. We have significant cash assets. 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 2024 tax 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 anticipated future financial results, or if any other factors that would negatively affect PFIC asset outcomes were to occur, we could be a PFIC in 2024 or future tax years. In addition, should Teekay Tankers dispose of a certain number of their vessels without immediately replacing those vessels, we expect this would result in a significant risk that we would become a PFIC in the tax year in which these sales occurred. Furthermore, if our ownership of Teekay Tankers or another look-through subsidiary falls below 25% of the equity interests (by value), such as by way of us selling equity interests in any such look-through subsidiary, by way of any such look-through subsidiary issuing new equity and diluting our ownership, or by way of a merger of a look-through subsidiary, based on our current asset portfolio, we expect that we would become a PFIC in the year in which this event occurred. If any of the scenarios set out above were to occur, or any other scenario were to occur which resulted in a substantial increase in cash or other passive assets, our PFIC status for any tax year may depend significantly on how, and how quickly, we use our cash assets, including the cash proceeds received in connection with any dispositions of our shares in Teekay Tankers (or another look-through subsidiary), or received from the sale of any of Teekay Tankers’ vessels or from cash generated through vessel operations, and the extent to which we acquire or retain assets that are not considered to produce passive income. Accordingly, there can be no assurance that we will not be a PFIC in 2024 or any future tax years under the PFIC asset test, which could have adverse U.S. federal income tax consequences to U.S. shareholders and may cause the price of our common stock to decline and materially and adversely affect our ability to raise capital on acceptable terms.

~~There~~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'~~subsidiaries’ current assets and operations, we intend to take the position that we are not now and have never been a ~~PFIC.~~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 2024 tax year or any future ~~taxable~~tax 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~~tax 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".

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We are subject to taxes. The imposition of taxes, ~~which reduces~~including as a result of a change in tax law or accounting requirements, may reduce our cash available for distribution to ~~shareholders.~~shareholders, cash flows and results of operations.

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. Additionally, tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. For example, various governments and organizations such as the European Union and Organization for Economic Co-operation and Development (or the OECD) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue.

In January 2019, the OECD announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024. Qualifying international shipping income is exempt from many aspects of this framework if the exemption requirements are met. On December 20, 2021, the OECD published model rules to implement the Pillar Two rules, which are generally consistent with agreement reached by the framework in October 2021. On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on large multinational enterprises with revenues of at least €750 million, which generally would go into effect in 2024. Legislatures of certain member states within the European Union, as well as legislatures of multiple countries outside of the European Union, in which we (or one of our “constituent entities,” as determined consistent with the Pillar Two framework) operate have drafted or enacted legislation to implement the OECD’s minimum tax proposal, including the countries of Canada, the United Kingdom, Australia, the Netherlands, and Norway. The application of the Pillar 2 rules continues to evolve and its implementation may result in additional tax imposed on us or our subsidiaries and increase the cost of operating in certain countries. We continue to evaluate the impact of these rules and are currently evaluating a variety of mitigating actions to reduce the potential impact.

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 are 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~~shareholders 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 ~~an operational leader, project developer~~a leading provider of international crude oil marine transportation and ~~portfolio manager~~other marine services. Teekay currently provides these services directly and through its controlling ownership interest in the marine midstream space. We primarily provide oil and gas transportation services to the world’s leading oil and gas companies. We generate a significant portion of revenue from long-term, fixed-rate contracts with a diverse base of energy and utility companies. Over the past 20 years, we have undergone a transformation from being primarily an owner of ships in the cyclical spot tanker business to expanding into the liquefied natural gas (or ~~LNG) and liquefied petroleum gas (or~~ ~~LPG) shipping sectors through our publicly-listed subsidiary Teekay LNG Partners L.P. (NYSE: TGP) (or~~ ~~Teekay LNG), continuing our conventional tanker business through our publicly-listed subsidiary~~ Teekay Tankers Ltd. (NYSE: TNK) (or Teekay Tankers), one of the world’s largest owners and ~~now operating on a limited basis in the offshore production sector through our ownership~~operators of ~~TPO AS.~~mid-sized crude tankers.

The ~~combined~~consolidated Teekay entities manage and operate ~~total~~approximately 64 conventional tankers and other marine assets, ~~under management of approximately $9 billion, comprised of approximately 135 liquefied gas, offshore, and conventional tanker assets (excluding~~including vessels ~~managed~~operated for ~~third parties).~~the Australian government. With offices in 10eight countries and approximately ~~5,350~~2,300 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading ~~oil~~energy companies.

Our business strategy focuses on:

•Generating attractive risk-adjusted returns, utilizing our strong operating franchise and ~~gas companies. We are one~~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

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•Leveraging Teekay Parent’s deep expertise and experience in our industry to pursue suitable investment opportunities in both the ~~world’s largest independent owners~~broader shipping sector and, ~~operators of LNG carriers~~potentially, in new and ~~one of~~adjacent markets, which we expect to be dynamic as the ~~world’s largest owners and operators of mid-sized crude tankers.~~ world pushes towards greater energy diversification.

Our organizational structure can be divided into (a) our controlling ~~interests~~interest in ~~our publicly-listed subsidiaries, Teekay LNG and~~ Teekay Tankers ~~(or the~~ ~~Daughter Entities~~), and (b) Teekay and its remaining subsidiaries (or Teekay Parent).

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~~Our business strategy across the~~At March 1, 2024, we have an economic ownership interest of 28.7% in Teekay ~~Group is focused on the following:~~

•~~Generate attractive long-term risk-adjusted returns, utilizing our market leading positions, global footprint~~Tankers and ~~operational excellence;~~

•~~Offer a wide breadth of marine midstream solutions to meet our customers’ needs; and~~

•~~Provide superior customer service by maintaining high reliability, safety, environmental and quality standards.~~

~~As of January 1, 2021, the Teekay group had approximately $9 billion of contracted, forward fixed-rate revenues. The revenue-weighted average remaining term~~hold 53.8% of the voting power of Teekay group’s contracts was approximately 10.4 years as of January 1, 2021, excluding spot market contracts and extension options. “Revenue-weighted average” represents the average remaining fixed contract duration of the applicable contracts, weighted on the basis of aggregate fixed forward payments to be received from each operating segment, excluding extension options. Fixed forward payments for our equity-accounted investments and joint ventures are proportionately adjusted in the calculation to reflectTankers, through our ownership ~~interests in such investments~~of shares of Teekay Tankers' Class A and ~~joint ventures.~~

Teekay LNG includes all of our LNG and LPG carriers. LNG carriers are usually chartered to carry LNG pursuant to time-charter contracts, where a vessel is hired for a fixed period of time. LPG carriers are mainly chartered to carry LPG and ammonia on time charters, on contracts of affreightment or spot voyage charters. As of December 31, 2020, Teekay LNG’s fleet had a total cargo carrying capacity of approximately 8.9 million cubic meters. Please read “– B. Operations – Our Fleet.”

Class B common stock. Teekay Tankers includes all of our conventional crude oil ~~tankers~~ and product ~~carriers.~~tankers. Teekay Tankers' 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. Teekay Tankers considers contracts that have an original term of less than one year in duration to be short-term. ~~Certain~~As of March 1, 2024, one of its ~~conventional crude oil~~ tankers ~~and product tankers are~~is on a fixed-rate time-charter ~~contracts~~contract with an initial duration of at least one year. ~~Our conventional Aframax, Suezmax,~~Teekay Tankers also owns a ship-to-ship (or STS) transfer business that performs full service lightering and ~~large product tankers are among~~lightering support operations in the ~~vessels included in Teekay Tankers.~~U.S. Gulf and Caribbean. Please read “– B. ~~Operations~~Business Overview – Our ~~Fleet.”~~Consolidated Fleet” and “– C. Organizational Structure”.

~~We have chartering staff located~~Following the sale of the Teekay Gas Business in ~~Singapore; London, England;~~January 2022 and ~~Houston, USA. Each office serves our clients headquartered~~the maturity of its Convertible Senior Notes due January 15, 2023 (or the Convertible Notes) in that office’s region. Fleet operations, vessel positions and charter market rates are monitored around the clock. We believe that monitoring such information is critical to making informed bids on competitive brokered business.

January 2023, Teekay Parent ~~currently owns three FPSO units; however,~~repaid all of its debt and is now debt free. As at December 31, 2023 Teekay Parent ~~does not intend~~has a cash and short-term investments position of approximately $287 million. In addition to ~~retain these assets over the long term.~~its interests in Teekay Tankers highlighted above, Teekay Parent also has direct business operations in Australia through which it provides operational and maintenance marine services to third parties, and Teekay Parent provides marine and corporate services to Teekay Tankers through its various management services companies. Teekay Parent no longer has direct interests in any vessels or FPSO units. Please read “– B. Operations – Teekay ~~Parent.”~~Parent”.

Teekay Parent has developed extensive industry experience and industry-leading capabilities over its 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 and acquisition 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 Teekay LNG Partners L.P. (now Seapeak) related to our expansion into the liquefied gas shipping sector. 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. 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.

~~Our Ownership of the Daughter Entities and Recent Equity Offerings and Transactions by Daughter Entities~~

Our ownership of Teekay Tankers was 28.6% as of December 31, 2020. We maintain voting control of Teekay Tankers through our ownership of shares of Class A and Class B Common Stock and continue to consolidate this subsidiary. Our ownership of Teekay LNG was 42.4% (including our general partner interest) as of December 31, 2020. We maintain control of Teekay LNG by virtue of our control of the general partner and continue to consolidate this subsidiary. Please read “Item 18 – Financial Statements: Note 4 – Equity Financing Transactions of the Daughter Entities.”

~~In May 2019, we sold our then remaining interests in Altera to Brookfield (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 – Recent Developments and Results of Operations” for more information on recent transactions.

Seasonality of our operations

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B.~~Operations~~Business Overview

WeSubsequent to the sale of the Teekay Gas Business and the disposition and recycling of our FPSO units, we have ~~three~~two primary lines of business: ~~liquefied gas carriers,~~(1) conventional tankers and ~~offshore production (FPSO~~ ~~units). We manage these businesses for the benefit of all stakeholders.~~(2) marine services. We allocate capital and assess performance from the separate perspectives of ~~Teekay LNG and~~ 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 LNG and 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 LNG, Teekay Tankers and Teekay Parent, and we believe this information allows a better understanding of our performance and prospects for future net cash flows.business.

Teekay ~~LNG~~Tankers

The primary business of Teekay ~~LNG’s vessels primarily compete~~Tankers is to own and operate crude oil and refined product tankers. Teekay Tankers employs a chartering strategy that seeks to capture upside opportunities in the ~~LNG~~tanker spot market while using fixed-rate time charters and ~~LPG markets. LNG carriers~~full service lightering contracts to reduce downside risks. In addition to its core business, Teekay Tankers also provides STS support services, along with its tanker commercial management operations. We believe this improves Teekay Tankers' ability to manage the cyclicality of the tanker market through the less volatile cash flows generated by these operational areas. Historically, the tanker industry has experienced volatility in profitability due to changes in the supply of, and demand for, tanker capacity. Tanker supply and demand are usually chartered to carry LNG pursuant to time-charter contracts, where a vessel is hired for a fixed period of time and the charter rate is payable to the owner on a monthly basis and in advance. LNG shipping historically has been transacted with long-term, fixed-rate time-charter contracts. LNG projects require significant capital expenditures and typically involve an integrated chain of dedicated facilities and cooperative activities. Accordingly, the overall success of an LNG project depends heavily on long-range planning and coordination of project activities, including marine transportation. Most shipping requirements for new LNG projects continue to be provided on a long-term basis, though the level of spot voyages (typically consisting of a single voyage), short-term time-charters and medium-term time-charters have grown in recent years.each influenced by several factors beyond our control.

In the LNG market, Teekay LNG competes principally with other private and state-controlled energy and utilities companies that generally operate captive fleets, and independent ship owners and operators. Many major energy companies compete directly with independent owners by transporting LNG for third parties in addition to their own LNG. Given the complex, long-term nature of LNG projects, major energy companies historically have transported LNG through their captive fleets. However, independent fleet operators have been obtaining an increasing percentage of charters for new or expanded LNG projects as some major energy companies have continued to divest non-core businesses.

LNG carriers transport LNG internationally between liquefaction facilities and import terminals. After natural gas is transported by pipeline from production fields to a liquefaction facility, it is supercooled to a temperature of approximately negative 260 degrees Fahrenheit. This process reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to meet their demand for natural gas. LNG carriers include a sophisticated containment system that holds the LNG and provides insulation to reduce the amount of LNG that boils off naturally. That natural boil off is either used as fuel to power the engines on the ship or it can be reliquified and put back into the tanks. LNG is transported overseas in specially built tanks on double-hulled ships to a receiving terminal, where it is offloaded and stored in insulated tanks. In regasification facilities at the receiving terminal, the LNG is returned to its gaseous state (or ~~regasified) and then shipped by pipeline for distribution to natural gas customers.~~

~~With the exception of the~~ ~~Arctic Spirit~~ ~~and~~ ~~Polar Spirit,~~ ~~which are the only two ships in the world that utilize the Ishikawajima Harima Heavy Industries Self Supporting Prismatic Tank IMO Type B (or~~ ~~IHI SPB) independent tank technology, Teekay LNG's fleet makes use of one of the Gaz Transport and Technigaz (or~~ ~~GTT~~) membrane containment systems. The GTT membrane systems are used in the majority of LNG tankers now being constructed. New LNG carriers generally have an expected lifespan of approximately 35 to 40 years. Unlike the oil tanker industry, there are currently no regulations that require the phase-out from trading of LNG carriers after they reach a certain age. As at December 31, 2020, Teekay LNG's LNG carriers, including equity-accounted vessels, had an average age of approximately eight years, compared to the world LNG carrier fleet average age of approximately 10 years. In addition, as at that date, there were approximately 622 vessels in the world LNG fleet and approximately 163 additional LNG carriers under construction or on order for delivery through 2023, inclusive of floating storage units and floating storage regasification units.

In the LPG market, Teekay LNG competes principally with independent ship owners and operators, and other private and state-controlled energy and chemical companies that generally operate captive fleets.

LPG shipping involves the transportation of three main categories of cargo: liquid petroleum gases, including propane, butane and ethane; petrochemical gases including ethylene, propylene and butadiene; and ammonia. LPG carriers are mainly chartered to carry LPG on time-charters, contracts of affreightment or spot voyage charters. The two largest consumers of LPG are residential users and the petrochemical industry. Residential users, particularly in developing regions where electricity and gas pipelines are not developed, do not have fuel switching alternatives and generally are not LPG price sensitive. The petrochemical industry, however, has the ability to switch between LPG and other feedstock fuels depending on price and availability of alternatives. As at December 31, 2020, Teekay LNG's LPG and multi-gas carriers had an average age of approximately ten years compared to world average of 15 years as of December 31, 2020.

As of December 31, 2020, the worldwide LPG carrier fleet consisted of approximately 1,498 vessels and approximately 99 additional LPG vessels on order for delivery through 2023. LPG carriers range in size from approximately 100 to approximately 98,000 cubic meters (or ~~cbm). Approximately 41% (in terms of vessel numbers) of the worldwide fleet is less than 5,000 cbm. New LPG carriers generally have an expected lifespan of approximately 30 to 35 years~~.

Teekay LNG includes all of our LNG and LPG carriers. As at December 31, 2020, Teekay LNG had ownership interests in 47 LNG carriers. In addition, as at December 31, 2020, Teekay LNG had full ownership of seven LPG carriers and 50% ownership, through its 50% joint venture agreement with Exmar LPG BVBA (or the ~~Exmar LPG Joint Venture), in another 20 LPG carriers and three chartered-in LPG carriers.~~

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Chartering Strategy.

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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 16c – Legal Proceedings and Claims.”~~

Dividend Policy

~~Since~~

From 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~~eliminated the quarterly dividend on Teekay’s common stock commencing with the quarter ended March 31, 2019.

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Commencing with the quarter ended March 31, 2019, our Board of Directors has not declared or paid a cash dividend, consistent with our strategy to further strengthen our balance sheet and the Board's belief that it is in the best interests of our shareholders to conserve more of our cash flows to reduce debt levels.

In 2020, Teekay LNG increased its quarterly cash distributions on common units by 32% from $0.19 per common unit to $0.25 per common unit commencing with the quarterly distribution paid in May 2020. Teekay LNG intends to further increase its quarterly cash distributions by 15% to $0.2875 per common unit commencing with the distribution for the first quarter of 2021 payable in May 2021.

In 2018, Teekay Tankers eliminated its regular dividend payments in order to preserve liquidity during the cyclical downturn of the tanker spot ~~market. With~~market and in November 2019, Teekay Tankers revised its dividend policy to provide that dividend payments would be subject to the discretion of its Board of Directors going forward. In May 2023, Teekay Tankers' Board of Directors approved an updated capital allocation plan under which it declared a ~~current focus on building net asset value through balance sheet delevering~~regular, fixed quarterly cash dividend of $0.25 per common share, with the initial dividend having been declared and ~~reducing its cost~~paid for the quarter ended March 31, 2023. In addition, Teekay Tankers' Board of ~~capital,~~Directors declared and paid a special cash dividend of $1.00 per common share in May 2023. In addition to the foregoing, any future dividends by Teekay Tankers ~~would~~will be paid when, as and if determined by ~~the~~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.~~Board. Since we primarily are a holding company, ~~with limited assets other than the ownership interests in our subsidiaries,~~ our ability to pay dividends on the common stock ~~depends~~would depend primarily 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.

Significant Changes

Please read “Item 18 – Financial Statements: Note 2322 – Subsequent ~~Events~~Events" for descriptions of significant changes that have occurred since December 31, ~~2020”~~2023”. 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.”~~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 previously ~~been~~ filed as ~~exhibit 1.3~~Exhibit 1.1 to our Report on Form 6-K (File No. 1-12874), ~~filed with~~furnished to the SEC on ~~August 31, 2011,~~May 27, 2020, and are hereby incorporated by reference into this Annual ~~Report.~~Report, as Exhibit 1.3.

The rights, preferences and restrictions attaching to each class of our capital stock are described in Exhibit 2.3 (entitled ~~““Description~~“Description of Securities Registered Under Section 12 of the Exchange Act”) to ~~our~~this 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 previously filed as ~~exhibit 1.3~~Exhibit 1.1 to our Report on Form 6-K (File No. 1-12874), ~~filed with~~furnished to the SEC on ~~August 31, 2011,~~May 27, 2020, and hereby incorporated by reference into this Annual ~~Report.~~Report, as Exhibit 1.3.

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~~the Marshall Islands or by our Articles of Incorporation or Bylaws.

Material Contracts

The ~~following is a summary of each~~contracts included as exhibits to this Annual Report are the contracts we consider to be both material ~~contract, other than material contracts~~and not entered into in the ordinary course of ~~business, to which we or any~~business. Descriptions of our ~~subsidiaries is a party:~~credit facilities are included in "Item 18 – Financial Statements: Note 7 – Long-Term Debt".

~~(a)Amended 2003 Equity Incentive Plan.~~

~~(b)Amended 1995 Stock Option Plan.~~

~~(c)Form of Indemnification Agreement between Teekay and each of its officers and directors.~~

~~(d)~~Amended and Restated Omnibus Agreement dated as of December 19, 2006, among Teekay Corporation, Teekay GP L.L.C., Teekay LNG Partners L.P., Altera and related parties, which governs, among other things, when Teekay Corporation, Teekay LNG Partners L.P. and Altera may compete with each other and to provide the applicable parties certain rights of first offer on LNG carriers, oil tankers, shuttle tankers, FSO units and FPSO units.

~~(e)2013 Equity Incentive Plan.~~

~~(f)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~~

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~~(g)Agreement dated July 7, 2014, between Teekay LNG Operating L.L.C. and China LNG Shipping (Holdings) Limited to form TC LNG Shipping L.L.C. in connection with the Yamal LNG Project.~~

~~(h)~~Agreement dated December 17, 2014, for a $450,000,000 secured loan facility between Nakilat Holdco L.L.C. and Qatar National Bank SAQ. The loan bears interest at LIBOR plus a margin of 1.85%. The facility requires quarterly repayments, with a bullet payment in 2026.

~~(i)Registration Rights Agreement dated June 29, 2016, by and among Teekay Corporation and the investors named therein.~~

~~(j)Master Services Agreement dated September 25, 2017, by and between Teekay Corporation, Altera and Brookfield TK TOLP L.P.~~

~~(k)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~~.

~~(l)Indenture dated May 13, 2019, among Teekay Corporation and Wilmington Trust, National Association, for $250,000,000 9.250% Senior Secured Notes due 2022.~~

~~(m)Purchase Agreement dated May 2, 2019, for $250,000,000 9.250% Senior Secured Notes due 2022.~~

~~(n)~~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 which is scheduled to mature in December 2024.

~~(o)~~Margin Loan Agreement dated September 29, 2020, among Teekay Finance Limited, Citibank, N.A. and others, for an equity margin revolving credit facility that provides aggregate potential borrowings of up to $150 million, scheduled to mature in June 2022.

~~(p)Equity Distribution Agreement dated December 29, 2020, between Teekay Corporation and Citigroup Global Markets Inc.~~

~~(q)Exchange Agreement dated May 9, 2020 between Teekay GP L.L.C. and Teekay LNG Partners L.P.~~

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 of the Marshall Islands 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)~~Code), legislative history, applicable U.S. Treasury Regulations (or Treasury ~~Regulations)~~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,

•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.

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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.”

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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~~tax year during which the dividend is paid or the immediately preceding ~~taxable~~tax year (we intend to take the position that we ~~are not now and~~ have never been, and we do not expect to be for the 2023 tax 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.

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~~tax 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.~~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

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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.”

~~There~~For purposes of the PFIC asset test, cash and other current assets readily convertible into cash (or "cash assets") are considered to be assets that produce passive income. We currently have significant cash assets. 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 2024 tax 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 anticipated future financial results, or if any other factors that would negatively affect PFIC asset outcomes were to occur, we could be a PFIC in 2024 or in future tax years. In addition, should Teekay Tankers dispose of a certain number of their vessels without immediately replacing those vessels, we expect this would result in a significant risk that we would become a PFIC in the tax year in which these sales occurred. Furthermore, if our ownership of Teekay Tankers or another look-through subsidiary falls below 25% of the equity interests (by value), such as by way of us selling equity interests in any such look-through subsidiary, by way of any such look-through subsidiary issuing new equity and diluting our ownership, or by way of a merger of a look-through subsidiary, based on our current asset portfolio, we expect that we would become a PFIC in the year in which this event occurred. If any of the scenarios set out above were to occur or any other scenario were to occur which resulted in a substantial increase in cash or other passive assets, our PFIC status for any tax year may depend significantly on how, and how quickly, if at all, we use our cash assets, including the cash proceeds received in connection with any dispositions of our shares in Teekay Tankers (or another look-through subsidiary), or received from the sale of any of Teekay Tanker’s vessels or from cash generated through vessel operations, and the extent to which we acquire or retain assets that are not considered to produce passive income. Accordingly, there can be no assurance that we will not be a PFIC in 2024 or any future tax years under the PFIC asset test, which could have adverse U.S. federal income tax consequences to U.S. shareholders and may cause the price of our common stock to decline and materially and adversely affect our ability to raise capital on acceptable terms.

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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.~~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 2024 tax year or any future ~~taxable~~tax 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~~tax 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)~~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~~tax year for which we are a PFIC that ends with or within the Electing Holder’s ~~taxable~~tax 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 2024, 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 2024 tax 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).

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~~tax 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~~tax 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~~tax years and, at the present time, do not intend to provide such information in the current ~~taxable year.~~tax year as we have not been and do not expect to be treated as a PFIC for 2024. Accordingly, U.S. Holders will not be able to make an effective QEF election at this time. If ~~contrary to our expectations,~~ we determine that we are or will be a PFIC for any ~~taxable~~tax 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~~tax 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~~tax 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~~tax 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~~tax 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~~tax 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~~tax 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 ~~may not be applicable~~only applies to marketable stock, ~~held indirectly through a foreign corporation that is not a controlled foreign corporation, however,~~ it ~~may~~would not apply to a U.S. Holder’s indirect interest in any of our subsidiaries that were also determined to be PFICs.

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If a U.S. Holder makes a mark-to-market election for one of our ~~taxable~~tax years and we were a PFIC for a prior ~~taxable~~tax 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~~tax 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~~tax 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~~tax 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~~tax year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding ~~taxable~~tax 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~~tax year and any ~~taxable~~tax year prior to the ~~taxable~~tax 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~~tax year;

•the amount allocated to each of the other ~~taxable~~tax 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~~tax 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 ~~our subsidiaries, 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~~tax year, or $75,000 at any time during that ~~taxable~~tax year, may be required to report such assets on IRS Form 8938 with their U.S. federal income tax return for that ~~taxable~~tax 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~~tax 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.

Table of Contents

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 to, and assuming that we ~~or they~~and our subsidiaries will not, 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, and assuming will 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 the Marshall Islands will not be subject to Marshall Islands taxation or withholding on ~~dividends we make to~~ our ~~shareholders.~~dividends. 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, credit risk associated with the counterparties that hold our cash and cash equivalents and short-term investments, bunker fuel prices and spot tanker market rates for vessels. We use foreign currency forward contracts, ~~cross currency and~~ 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 159 – Derivative Instruments and Hedging ~~Activities.”~~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 ~~Norwegian Krone~~ 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.

~~Table of~~ ~~Contents~~

As at December 31, ~~2020,~~2023, we were not committed to any foreign currency forward contracts.

Although the majority of our transactions, assets and liabilities are denominated in U.S. Dollars, certain of our subsidiaries have foreign currency-denominated liabilities. There is a risk that currency fluctuations will have a negative effect on the value of our cash flows. As at December 31, 2020, we had Euro-denominated term loans of 125 million Euros ($152.7 million). We receive Euro-denominated revenue from certain of our time charters. These Euro cash receipts generally are sufficient to pay the principal and interest payments on our Euro-denominated term loans. Consequently, we have not entered into any foreign currency forward contracts with respect to our Euro-denominated term loans, although there is no assurance that our net exposure to fluctuations in the Euro will not increase in the future.

~~We enter into cross currency swaps in connection with our NOK bond issuances, and pursuant to these swaps we receive the principal amount in NOK on the maturity date~~

Table of the swap, in exchange for payment of a fixed U.S. Dollar amount. In addition, the cross currency swaps exchange a receipt of floating interest in NOK based on NIBOR plus a margin for a payment of U.S. Dollar fixed interest. The purpose of the cross currency swaps is to economically hedge the foreign currency exposure on the payment of interest and principal of Teekay LNG's NOK-denominated bonds due in 2021 through 2025. In addition, the cross currency swaps economically hedge the interest rate exposure on the NOK bonds due in 2021 through 2025. We have not designated, for accounting purposes, these cross currency swaps as cash flow hedges of Teekay LNG's NOK-denominated bonds due in 2021 through 2025.

Contents

~~As at December 31, 2020, we were committed to the following cross currency swaps:~~

Notional
Amount
NOK (1)
Notional
Amount
USD (1)
Floating Rate Receivable Fixed
Rate
Payable
Reference
Rate Margin
Fair Value (1)
$
Remaining
Term (years)
1,200,000 146,500 NIBOR 6.00% 7.72% (9,051) 0.8
850,000 102,000 NIBOR 4.60% 7.89% (10,971) 2.7
1,000,000 112,000 NIBOR 5.15% 5.74% 4,505 4.7
(15,517)

~~(1)In thousands of Norwegian Krone and U.S. Dollars.~~

Interest Rate Risk

We are exposed to the impact of interest rate changes primarily through our borrowings that ~~require~~required us to make interest payments based on ~~LIBOR, NIBOR or EURIBOR.~~SOFR plus a margin. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service our debt. WeFrom time to time, we use interest rate swaps to reduce our exposure to market risk from changes in interest rates. ~~Generally, our approach~~The principal objective of these contracts is to ~~economically hedge a substantial majority of floating-rate debt~~minimize the risks and costs 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”.floating-rate debt.

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. As at December 31,2023 we were not committed to any interest rate swap agreements.

The table below provides information about our financial instruments, including our obligations related to finance leases as at December 31, ~~2020,~~2023, that are sensitive to changes in interest ~~rates, including our debt and obligations related to finance leases and interest rate swaps, but excluding any amounts related to our equity-accounted investments.~~rates. 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 swaps, the table presents notional amounts and weighted-average interest rates by~~The expected contractual maturity ~~dates.~~ date does not reflect potential prepayments of obligations related to finance leases.

~~Table of~~ ~~Contents~~

Expected Maturity Date
2021 2022 2023 2024 2025 Thereafter Total Fair Value
Asset /
(Liability)
Rate (1)
(in millions of U.S. dollars)
Short-Term Debt:
Variable Rate ($U.S.) (2)
10.0 — — — — — 10.0 (10.0) 3.6%
Long-Term Debt:
Variable Rate ($U.S.) (2)
75.7 171.9 99.9 262.4 53.1 381.5 1,044.5 (1,040.5) 3.7%
Variable Rate (Euro) (3) (4)
28.6 30.1 63.6 30.4 — — 152.7 (155.6) 1.1%
Variable Rate (NOK) (4) (5)
139.9 — 99.0 — 116.6 — 355.5 (359.6) 5.7%
Fixed-Rate Debt ($U.S.) 18.1 261.5 130.3 18.1 18.1 88.3 534.4 (522.7) 6.7%
Average Interest Rate 4.3% 8.9% 4.9% 4.3% 4.3% 4.3% 6.7%
Obligations Related to Finance Leases:
Variable-Rate ($U.S.) (6)
27.1 27.1 27.2 25.4 24.8 302.1 433.7 (452.4) 4.6%
Fixed-Rate ($U.S.) (6) (7) (8)
123.2 70.1 74.2 78.3 82.7 838.8 1,267.3 (1,416.3) 6.1%
Average Interest Rate (9)
6.1% 6.1% 6.1% 6.1% 6.1% 6.1% 6.1%
Interest Rate Swaps:
Contract Amount ($U.S.) (10)
249.3 44.4 159.4 196.5 28.0 133.6 811.2 (73.4) 3.0%
Average Fixed Pay Rate (2)
3.6% 3.2% 3.4% 1.5% 3.6% 3.2% 3.0%
Contract Amount (Euro) (4) (11)
11.9 12.9 45.9 — — — 70.7 (6.4) 3.9%
Average Fixed Pay Rate (3)
3.7% 3.7% 3.9% —% —% —% 3.9%


			Expected Maturity Date
	2024	2025	2026	2027	2028	Thereafter	Total	Fair Value Asset / (Liability)	Rate (1)
	(in millions of U.S. dollars)



Obligations Related to Finance Leases:
Variable-Rate ($U.S.) (1) (2) (3)	20.9	20.9	20.9	20.9	21.1	36.1	140.8	(144.0)	8.4	%

(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,~~variable-rate finance leases which, as of December 31, 2020, ranged from 0.3% to 4.25% for U.S. Dollar-denominated debt. 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.2023, was 3.0%.

(2)Interest payments on ~~U.S. Dollar-denominated debt and interest rate swaps~~our obligations related to variable-rate finance leases are based on LIBOR. The repayment amounts give effect to the refinancing completed in February 2021 of one of Teekay LNG's term loans scheduled to mature in 2021 with a new $191.5 million term loan maturing in 2026 (please read “Item 18 – Financial Statements: Note 23 – Subsequent Events").SOFR.

(3)~~Interest payments on Euro-denominated debt and interest rate swaps are based on EURIBOR.~~

~~(4)Euro-denominated and NOK-denominated amounts have been converted to U.S. Dollars using~~Excludes the ~~prevailing exchange rate as~~total cost of ~~December 31, 2020.~~

~~(5)~~Interest payments on Teekay LNG's NOK-denominated debt and on Teekay LNG's cross currency swaps are based on NIBOR. Teekay LNG's NOK-denominated debt has been economically hedged with cross currency swaps, to swap all interest and principal payments at maturity into U.S. Dollars, with the interest payments fixed at rates between 5.74% to 7.89%, and the transfer of principal fixed at $360.5$137.0 million ~~upon maturities.~~

~~(6)The amount of obligations related to finance leases represents the present value of minimum lease payments together with our purchase obligation, as applicable.~~

~~(7)Gives effect to~~under the purchase ~~options declared by Teekay Tankers~~option notices that we provided in ~~November 2020~~January 2024 to acquire ~~two~~eight Suezmax tankers ~~in May 2021~~as part of the repurchase options under the sale-leaseback arrangements described in "Item 18 - Financial Statements: Note 108 - ~~Obligations Related~~Leases". The purchase and delivery of these vessels are expected to ~~Finance Leases".~~be completed in March 2024.

~~(8)~~

Credit Risk

~~In March 2021, Teekay Tankers declared purchase options~~

We are exposed to acquire six Aframax tankers in September 2021 for a total cost of $128.8 million, under the sale-leaseback arrangements described in "Item 18 - Financial Statements: Note 10 - Obligations Related to Finance Leases". Giving effect to this transaction, the scheduled repayments of obligations related to finance leases are $246.0 million (2021), $59.1 million (2022), $62.1 million (2023), $65.0 million (2024), $68.2 million (2025) and $766.9 million (thereafter).

~~(9)The average interest rate is the weighted-average interest rate implicit~~credit loss in the ~~obligations related~~event of non-performance by the financial institutions where our cash, cash equivalents and short-term investments are held. In order to ~~fixed-rate finance leases~~minimize credit risk, we only place deposits and short-term investments with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the ~~inception~~time of the ~~leases.~~transaction. In addition, to the extent practical, cash deposits and short-term investments are held by and entered into with, as applicable, different counterparties to reduce concentration risk.

~~(10)The average variable receive rate for our U.S. Dollar-denominated interest rate swaps is set at 3-month or 6-month LIBOR.~~

~~(11)The average variable receive rate for our Euro-denominated interest rate swaps is set at 1-month EURIBOR or 6-month EURIBOR.~~

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, ~~2020,~~2023, 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, at times Teekay Tankers uses forward freight agreements (or ~~FFAs)~~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 income (loss). As at December 31, ~~2020, Teekay Tankers was~~2023, we were not committed to any forward freight agreements.

~~Table of~~ ~~Contents~~

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.

Table of Contents

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)~~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~~Vice President, Finance & Treasurer (as Principal Executive Officer and Principal Financial ~~Officer.~~Officer, respectively). Based on the evaluation, the Chief Executive Officer and ~~Chief Financial Officer~~Vice President, Finance & Treasurer concluded that our disclosure controls and procedures were effective as of December 31, ~~2020.~~2023.

The Chief Executive Officer and ~~Chief Financial Officer~~Vice President, Finance & Treasurer 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~~determined that ~~we maintained effective~~ internal control over financial reporting was effective as of December 31, ~~2020.~~2023.

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, ~~2020.~~2023. 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

~~Table of~~ ~~Contents~~

During the year ended December 31, 2020, we completed the implementation of a new global accounting system designed for greater system enablement and automation of the accounting and financial reporting processes. Although this implementation digitized certain accounting activities and allowed for enhanced capabilities within the accounting function, it did not significantly affect the overall control and procedures followed by us in establishing internal controls 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, ~~2020~~2023 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)~~(www.teekay.com). We also intend to disclose, under “Investors – Teekay Corporation – Governance” in the Investors section of our ~~web site~~website, any waivers to or amendments of our Standards of Business Conduct Policy that benefit our directors and executive officers.

Table of Contents

Item 16C. Principal Accountant Fees and Services

Our principal accountant for ~~2020~~2023 and ~~2019~~2022 was KPMG LLP, ~~Chartered Professional Accountants.~~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 ~~2020~~2023 and ~~2019.~~2022.


Fees (in thousands of U.S. dollars)	Fees (in thousands of U.S. dollars)	2020	2019	Fees (in thousands of U.S. dollars)	2023	2022
Audit Fees (1)	Audit Fees (1)	2,833	2,723
Audit-Related Fees (2)	Audit-Related Fees (2)	49	33
Tax Fees (3)		—	23
Total	Total	2,882	2,779

(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 including professional services in connection with the review of our regulatory filings for public offerings of our~~ subsidiaries. Audit fees for ~~2020~~2023 and ~~2019~~2022 include approximately ~~$1,099,700~~$904,000 and $928,300, respectively, of fees paid to KPMG LLP by Teekay LNG that were approved by the Audit Committee of the Board of Directors of the general partner of Teekay LNG. Audit fees for 2020 and 2019 include approximately $645,900 and $588,200,$830,526, 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 ~~attestation services for regulatory requirements.~~

~~(3)For 2019, tax fees principally included corporate tax compliance fees.~~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 ~~accountants~~accountant in ~~2020~~2023 and ~~2019.~~2022.

In fiscal 2023, the Audit Committee did not approve any audit-related, tax or other services pursuant to paragraph (c) (7) (i) (C) of Rule 2-01 of Regulation S-X, with the exception of financial statement preparation services relating to the statutory audits of certain of the Company's subsidiaries the fees for which represented less than 5% of total audit-related fees for fiscal 2023.

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~~On August 11, 2022 and March 22, 2023, we publicly announced that our Board had separately authorized the repurchase of up to $30 million each of common shares (Plan 1 and Plan 2, respectively). Under these programs, repurchases could be made from time to time in the open market, through privately-negotiated transactions and by any ~~“affiliated purchaser,”~~other means permitted under the rules of the SEC, in each case at times and prices considered appropriate by us. As at the date of this Annual Report, we have completed the two $30 million repurchase programs as ~~defined~~shown in the table below. All open market repurchases were made in accordance with Rule ~~10b-18(a)(3)~~10b-18 of the Exchange ~~Act, purchased any shares~~Act.

On June 9, 2023, we publicly announced that our Board of Directors had authorized a new share repurchase program for the repurchase of up to $25 million of our outstanding common ~~stock during 2019~~shares. Under the new program, repurchases can be made from time to time in the open market, through privately-negotiated transactions and ~~2020.~~by any other means permitted under the rules of the SEC, in each case at times and prices considered appropriate by us. The timing of any purchases and the exact number of shares to be purchased under the program will be subject to our discretion and upon market conditions and other factors. We intend to make all open market repurchases under the plan in accordance with Rule 10b-18 of the Exchange Act. As at March 1, 2024, the total remaining share repurchase authorization was $19.1 million.

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Plan	Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced programs	Approximate dollar value of shares that may yet be purchased under the programs (in US$ millions)
		#	$	#	$
1	January 3 to January 31, 2023	670,897	4.60	670,897	11.6
1	February 1 to February 3, 2023	65,686	4.90	736,583	11.3
1	March 10 to March 30, 2023	1,968,002	5.74	2,704,585	0.0
2	March 30, 2023	14,112	6.04	2,718,697	29.9
2	April 3 to April 28, 2023	1,445,565	5.80	4,164,262	21.5
2	May 1 to May 31, 2023	2,505,697	5.58	6,669,959	7.6
2	June 1 to June 30, 2023	1,001,192	5.87	7,671,151	1.7
2	September 6 to September 14, 2023	282,228	5.94	7,953,379	0.0
3	September 14 to September 25, 2023	303,110	5.90	8,256,489	23.2
3	October 2 to October 5, 2023	199,903	5.88	8,456,392	22.0
3	December 7 to December 18, 2023	428,374	6.69	8,884,766	19.2
		8,884,766	5.69	8,884,766	19.2

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:

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•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.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider Trading Policies

Not applicable.

Item 16K. Cybersecurity

Risk Management and Strategy

We have developed and implemented a cybersecurity program which provides a structured approach to managing our people, processes and technology in connection with identifying, assessing, mitigating, and managing cybersecurity risks. The cybersecurity program is designed to respond to risks related to our information security and our physical assets, including our vessels.

Our cybersecurity program is integrated within our enterprise risk management program (or ERM Program). The ERM Program establishes the commitment, scope, principles, framework and processes for enterprise risk management within the Teekay Group. The ERM Program includes the following key activities: (a) risk identification, (b) risk assessment, (c) risk recording, (d) risk response and action plans, and (e) risk monitoring and reporting. Cybersecurity risks are evaluated alongside other critical business risks under the ERM Program to align cybersecurity efforts with our broader business goals and objectives.

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In addition to other components, our cybersecurity program provides for periodic, practical cybersecurity risk assessments using certain industry-recognized best practices and the National Institute of Standards and Technology (or NIST) Cybersecurity Framework (or CSF). The CSF is a voluntary framework of best practices to identify, protect, detect, respond to, and recover from cybersecurity events. These risk assessments, which we prepare with support from third-party consultants and cybersecurity experts, form an important part of our day-to-day, mid-term and long-term cybersecurity risk detection and prevention strategies. Using the results of these assessments, along with other protocols, policies and analyses in our cybersecurity program, we seek to continue to tailor and improve our approach to cybersecurity risk management.

We rely on third-party service providers, with whom we may share data and services, to defend their digital technologies and services against attack. We evaluate potential cybersecurity risks associated with our use of these third-party service providers, and manage any identified risks in conjunction with such parties.

Our cybersecurity program includes our Cyber Incident Response Plan (or Incident Response Plan). The Incident Response Plan provides specific guidance on assessing and handling cyber threats and managing cyber incidents and outlines roles and responsibilities of various parts of the management team, based on the nature and criticality of any cyber events or incidents as determined by our Vice President, Information Technology and Chief Information Officer (or CIO). The Incident Response Plan was developed based on the NIST Computer Security Incident Handling Guide. The Incident Response Plan applies to all Teekay Group offices and vessels, and is overseen by the CIO, supported by a management team in our information technology (or IT) department, which includes a Director, Infrastructure and Cybersecurity (or Cybersecurity Director).

As of the date of this Annual Report, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business strategy, results of operations or financial conditions. Please read “Item 3. Key Information – Risk Factors” in the rest of this Annual Report for additional information about potential risks of cybersecurity attacks or breaches of our IT systems on our business.

Governance

The Board has delegated responsibility for oversight of information systems and security (including cybersecurity) to the Audit Committee, which also supports the Board in overseeing aspects of the Company’s ERM Program. As a matter of course, the Audit Committee is informed of any cybersecurity incidents dealt with under the Incident Response Plan as part of the routine reporting by management to the Audit Committee on matters under its purview. The Audit Committee reviews and discusses with management the Company’s major risk exposures related to information systems and security (including cybersecurity), and the steps management has taken to mitigate, monitor and control any such exposures. The Audit Committee also receives regular briefings from the CIO, who is supported by the Cybersecurity Director, on the Company’s and the Teekay Group’s readiness to deal with any information system security threats and incidents and the effectiveness of our cybersecurity program. The Audit Committee reports to the Board on significant issues that arise with respect to information systems and security (including cybersecurity) affecting the Teekay Group as the committee deems appropriate. Two members of the Audit Committee have completed the CERT Certificate in Cyber-Risk Oversight offered by the National Association of Corporate Directors.

The CIO leads all components of our IT functions. Our CIO has over 15 years of IT experience with the Teekay Group and has had a broad range of assignments across all areas of IT delivery, operations and management. The Cybersecurity Director, reporting to the CIO, is directly responsible for our cybersecurity program, including day-to-day cybersecurity operations (such as prevention, detection, mitigation and remediation of cybersecurity incidents), as well as supporting the development of our cybersecurity planning. Our Cybersecurity Director has over 12 years of experience in IT and cybersecurity. Prior to joining the Teekay Group, our Cybersecurity Director held various leadership roles in IT, including architecture, infrastructure management and security, and enterprise platform management.

Our Incident Response Plan also provides a structured process for responding to suspected cybersecurity incidents, including the appropriate reporting and escalation of cybersecurity incidents to senior management. A dedicated, cross-functional team (consisting of the CIO, Cybersecurity Director, and relevant members of the Company’s IT, finance, legal and accounting departments) classifies the issue following an assessment of its severity and business impact. If the assessment group determines that a cybersecurity incident has occurred and the level of severity is such that senior management and/or the incident management team should be involved in managing the response effort, the assessment team then activates the appropriate incident response mechanism. Our incident response team also coordinates with internal and external legal and technical advisors, communication specialists, and other key stakeholders regarding any confirmed material or potentially material cybersecurity incident (including to determine whether public disclosure regarding a cybersecurity incident in our public filings is warranted or required, based on a materiality assessment conducted in conjunction with senior management and legal counsel).

When responding to a potential cybersecurity incident pursuant to the Incident Response Plan, the Vice President, Finance & Treasurer and General Counsel, in consultation with the CIO, determine the timing and extent of the Audit Committee’s specific oversight responsibilities in light of its role in providing general oversight of cybersecurity matters. The Audit Committee will be promptly notified if a cybersecurity incident were to occur and is determined to be material or potentially material by our senior management and incident response team.

PART III

Item 17.Financial Statements

Not applicable.

Item 18.Financial Statements

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

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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.

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Item 19.Exhibits

The following exhibits are filed as part of this Annual Report:

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1.1			Amended and Restated Articles of Incorporation of Teekay Corporation. (1)
1.2			Articles of Amendment of Articles of Incorporation of Teekay Corporation. (1)
1.3			Amended and Restated Bylaws of Teekay Corporation. (2)
2.1			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~~Corporation. (3)
2.2			Specimen of Teekay Corporation Common Stock Certificate. (3)
2.3			Description of Securities Registered Under Section 12 of the Exchange Act. *~~(3)~~
2 .4			~~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)~~
4.1			~~Amended 1995 Stock Option Plan.~~ ~~(5)~~
~~4.2~~			~~Amended 2003 Equity Incentive Plan.~~ ~~(6)~~
~~4.4~~			Form of Indemnification Agreement between Teekay and each of its officers and directors.(3)
~~4.5~~4.2			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)~~(4)
~~4.6~~4.3			2013 Equity Incentive Plan. ~~(8)~~(5)
~~4.7~~			Agreement dated July 7, 2014; Teekay LNG Operating L.L.C. entered into a shareholder agreement with China LNG Shipping (Holdings) Limited to form TC LNG Shipping L.L.C in connection with the Yamal LNG Project. ~~(9)~~
~~4.8~~			~~Agreement dated December 17, 2014, for a $450,000,000 secured loan facility between Nakilat Holdco L.L.C. and Qatar National Bank SAQ.~~ ~~(9)~~
~~4.9~~			~~Registration Rights Agreement, dated June 29, 2016, by and among Teekay Corporation and the investors named therein.(10)~~
~~4.10~~			~~Master Services Agreement dated as of September 25, 2017, by and between Teekay Corporation, Teekay Offshore Partners L.P. and Brookfield TK TOLP L.P.~~ ~~(11)~~
~~4.11~~			~~Indenture dated May 13, 2019, among Teekay Corporation and Wilmington Trust, National Association, for $250,000,000 9.250% Senior Secured Notes due 2022.~~ ~~(12)~~
~~4.12~~			~~Purchase agreement dated May 2, 2019, for $250,000,000 9.250% Senior Secured Notes due 2022.~~ ~~(13)~~
~~4.13~~4.4			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. ~~(14)~~(6)
~~4.14~~4.5			Margin Loan Agreement dated September 29, 2020, among Teekay Finance Limited, Citibank, N.A. and others, for an equity margin revolving credit facility that provides aggregate potential borrowings of up to $150 million, scheduled to mature in June 2022.
~~4.15~~			Equity Distribution Agreement dated December 29, 2020, between Teekay Corporation and Citigroup Global Markets Inc.(7)
~~4.16~~4.6			~~Exchange~~ 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. (8)
4.7			Limited Liability Company Interest Purchase Agreement, dated October 4, 2021, between Teekay Corporation and Stonepeak Limestone Holdings L.P. (8)
4.8			Covenant Letter Agreement dated October 4, 2021 between Teekay Corporation and Stonepeak Limestone Holdings L.P. *
4.9			2023 Equity Incentive Plan. (9)
4.10			Secured Revolving Credit Facility Agreement dated May ~~9, 2020~~3, 2023 between Teekay ~~GP L.L.C.~~Tankers Ltd., Nordea Bank Abp, New York Branch, and ~~Teekay LNG Partners L.P.~~various other banks, for a $350.0 million long-term debt facility. (10)
8.1			List of Subsidiaries. *
12.1			Rule 13a-14(a)/15d-14(a) Certification of Teekay’s Chief Executive Officer. *
1 ~~2.2~~12.2			Rule 13a-14(a)/15d-14(a) Certification of Teekay’s ~~Chief Financial Officer.~~Vice President, Finance & Treasurer. *
13.1			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. **
13.2			Teekay Corporation Certification of ~~Vincent Lok, Chief Financial Officer,~~Brody Speers, Vice President, Finance and Treasurer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
15.1			Consent of KPMG LLP, as independent registered public accounting firm. *
97			Teekay Corporation Incentive Compensation Recovery Policy. *
101.INS			Inline XBRL 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.SCH			Inline XBRL Taxonomy Extension Schema
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

_________________________

•Filed herewith.

** Furnished herewith.

(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 ~~August 31, 2011,~~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,~~1, 2021, and hereby incorporated by reference to such Report.

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(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.~~

~~(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)~~(5)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 an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 29, 2015, and hereby incorporated by reference to such Report.~~

~~(10)Previously filed as exhibit 4.1 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on June 30, 2016, and hereby incorporated by reference to such Report.~~

~~(11)Previously filed as exhibit 10.4 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on November 22, 2017, and hereby incorporated by reference to such Report.~~

~~(12)Previously filed as exhibits 4.1 and 4.2 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on May 14, 2019, and hereby incorporated by reference to such Report.~~

~~(13)Previously filed as exhibit 10.1 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on November 26, 2019, and hereby incorporated by reference to such Report.~~

~~(14)~~(6)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.

(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 1, 2021, and hereby incorporated by reference to such Report.

(8)Previously filed as exhibits 4.1 and 4.2 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.

(9)Previously filed as exhibit 4.9 to the Company's Report on Form 20-F (File No. 1-12874), filed with the SEC on March 31, 2023, and hereby incorporated by the reference to such Report.

(10)Previously filed as exhibit 4.10 to the Company's Report on Form 6-K (File No. 1-12874), filed with the SEC on May 12, 2023, and hereby incorporated by the reference to such Report.

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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~~Brody Speers
~~Vincent Lok~~Brody Speers
~~Executive~~ Vice President, ~~and Chief Financial Officer~~Finance & Treasurer (Principal Financial and Accounting Officer)

Dated:


~~April 1, 2021~~March 15, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To 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, ~~2020~~2023 and ~~2019,~~2022, the related consolidated statements of income (loss), comprehensive income, ~~(loss), cash flows, and~~ changes in total equity, and cash flows for each of the years in the three‑year period ended December 31, ~~2020,~~2023, 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, ~~2020~~2023 and ~~2019,~~2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, ~~2020,~~2023, 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, ~~2020,~~2023, based on ~~the~~ criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated ~~April 1, 2021~~March 15, 2024 expressed, an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~Change in Accounting Principles~~

~~As discussed in Note 1 to the consolidated financial statements, the Company has changed its accounting policies as of January 1, 2019 due to the adoption of ASU 2016-02~~ ~~Leases~~ ~~and ASU 2017-12~~ ~~Derivatives and Hedging – Targeted Improvements to Accounting for Hedging Activities, and has changed its accounting policies 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 ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are matters~~is a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~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 the critical audit ~~matters~~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 ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they relate.~~it relates.

~~Recoverability~~

Indicators of ~~vessels~~Impairment for Vessels and ~~equipment in the Teekay LNG liquefied gas carriers segment and Teekay Tankers conventional tankers segment~~Equipment

As discussed in Note 18 to the consolidated financial statements, the Company recognized an impairment charge of $51.0 million in the year ended December 31, 2020 in relation to 7 multi-gas carriers in the Teekay LNG liquefied gas carriers segment, and an impairment charge of $65.4 million in the year ended December 31, 2020 in relation to 9 conventional tankers in the Teekay Tankers conventional tankers segment.

As discussed in Note 1 to the consolidated financial statements, at each reporting date, the Company ~~assesses~~evaluates vessels and equipment that are intended to be held and used in the Company’s business for impairment when events or circumstances indicate that the carrying ~~value~~amount 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, the carrying value of the asset is reduced to its estimated fair value. ~~Estimates~~The Company’s evaluation of ~~undiscounted expected~~events or circumstances that may indicate impairment include, amongst others, an assessment of the intended use of the assets and anticipated operating cash flows, ~~involve, amongst others, assumptions about estimated~~which is primarily influenced by the estimation of future charter ~~rates.~~rates for vessels. The carrying value of vessels and equipment reported on the consolidated balance sheet as of December 31, ~~2020,~~2023 was ~~$4,483.4 million, which includes~~$1,234,524 thousand. The Company did not identify any indicators of impairment as of December 31, 2023 for its vessels and ~~equipment in the Teekay LNG liquefied gas carriers and Teekay Tankers conventional tankers segments.~~equipment.

We identified the assessment of ~~the recoverability~~indicators of impairment for vessels and equipment ~~in the Teekay LNG liquefied gas carriers and Teekay Tankers conventional tankers segments~~ 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. Changes in estimated future charter rates could have had a significant impact on the recoverabilityA higher degree of ~~vessels and equipment in these two segments.~~

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the determination of the 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 vessels 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.

~~Allowance for credit losses of net investment in direct financing and sales-type leases~~

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~~Table of~~ ~~Contents~~

As discussed in Note 11b to the consolidated financial statements, as a result of the adoption of ASU 2016-13 on January 1, 2020, the Company recorded an allowance for expected credit losses for its net investment in direct financing and sales-type leases (net investment in leases), including those within equity-accounted joint ventures, totaling $51.3 million on January 1, 2020 and $86.0 million on December 31, 2020. The credit loss provision relates to the lease receivable component of these direct financing and sales-type leases and is determined using a historical loss rate method.

~~We identified the assessment of the allowance for expected credit losses for the Company’s net investment in leases as a critical audit matter. In particular,~~ subjective auditor judgment was required to ~~evaluate certain~~assess the Company’s evaluation of anticipated operating cash flows, including estimated future charter rates and assumptions ~~and inputs involved in determining~~regarding the ~~historical loss rate. Certain~~intended use of the assets as these assumptions are market-dependent and inputs in the determination of the historical loss rate were based in part on estimates of the occurrence or non-occurrence of future events which impact the amount of recoveries earned or additional losses incurred.subject to significant changes. Changes in ~~the historical loss rate~~these significant assumptions could have ~~had a significant impact on the credit loss provision for~~changed the Company’s ~~net investment in leases.~~conclusion regarding indicators of impairment.

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 allowance for expected credit losses process.~~critical audit matter. This included controls related to the Company’s identification and evaluation of indicators of impairment and the determination of certain of the assumptions and inputs used to estimate the historical loss rate. We evaluated the Company’s historical loss rate estimate by testing certain inputs and assumptions that the Company used and considered the relevance and reliability of such inputs and assumptions. We compared the losses incurred to date to historical financial results, historicalestimated future charter rates and ~~contractual agreements.~~assumptions regarding the intended use of the vessels and equipment. We assessed ~~a selection of projected~~estimated future charter rates ~~used to estimate the amount of future recoveries earned~~ by comparing them to historical rates and the rates in third-party industry publications for vessels with similar characteristics, including type ~~size,~~ and ~~age~~size. We assessed the intended use of the vessels and equipment by examining minutes of Board meetings to ~~recent experience.~~evaluate their use taking into account the changes in market conditions and events affecting the Company.

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/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2011.
Vancouver, Canada
~~April 1, 2021~~March 15, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To 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, ~~2020,~~2023, 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, ~~2020,~~2023, 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, ~~2020~~2023 and ~~2019,~~2022, the related consolidated statements of income (loss), comprehensive income, ~~(loss), cash flows, and~~ changes in total equity, and cash flows for each of the years in the three-year period ended December 31, ~~2020,~~2023, and the related notes ~~and financial statement schedule I~~ (collectively, the consolidated financial statements), and our report dated ~~April 1, 2021~~March 15, 2024 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

~~An entity’s~~

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. ~~An entity’s~~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 ~~entity;~~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 ~~entity~~company are being made only in accordance with authorizations of management and directors of the ~~entity;~~company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~entity’s~~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 1, 2021~~March 15, 2024

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Table of Contents

TEEKAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)(notes 1 and 21)

(in thousands of U.S. dollars, except share and per share amounts)

Year Ended
December 31, 2020
$ Year Ended
December 31, 2019
$ Year Ended
December 31, 2018
$
Revenues (notes 2 and 13)
1,815,672 1,945,391 1,728,488
Voyage expenses (314,633) (423,677) (409,617)
Vessel operating expenses (note 13)
(599,804) (644,445) (637,474)
Time-charter hire expenses (note 13)
(80,283) (118,761) (86,458)
Depreciation and amortization (261,131) (290,672) (276,307)
General and administrative expenses (note 13)
(79,228) (81,444) (96,555)
Write-down and loss on sale (note 18)
(200,238) (170,310) (53,693)
Gain on commencement of sales-type lease (note 2)
44,943 0 0
Restructuring charges (note 20)
(10,719) (12,040) (4,065)
Income from vessel operations 314,579 204,042 164,319
Interest expense (225,647) (279,059) (254,126)
Interest income 8,342 7,804 8,525
Realized and unrealized losses on non-designated derivative instruments (note 15)
(35,857) (13,719) (14,852)
Equity income (loss) (note 22)
77,333 (14,523) 61,054
Foreign exchange (loss) gain (notes 8 and 15)
(20,718) (13,574) 6,140
Loss on deconsolidation of Altera (note 13)
0 0 (7,070)
Other loss (note 14)
(18,062) (14,475) (2,013)
Net income (loss) before income taxes 99,970 (123,504) (38,023)
Income tax expense (note 21)
(8,988) (25,482) (19,724)
Net income (loss) 90,982 (148,986) (57,747)
Net (income) attributable to non-controlling interests (note 1)
(173,915) (161,591) (21,490)
Net loss attributable to the shareholders of Teekay Corporation (82,933) (310,577) (79,237)
Per common share of Teekay Corporation (note 19)
• Basic and diluted loss attributable to shareholders of Teekay Corporation (0.82) (3.08) (0.79)
• Cash dividends declared 0 0.055 0.220
Weighted average number of common shares outstanding (note 19)
• Basic and diluted 101,053,095 100,719,224 99,670,176


	Year Ended December 31, 2023 $	Year Ended December 31, 2022 $	Year Ended December 31, 2021 $
Revenues (notes 2 and 13)	1,464,975	1,190,184	682,508
Voyage expenses	(474,371)	(495,604)	(315,113)
Vessel operating expenses	(241,585)	(275,139)	(295,599)
Time-charter hire expenses (note 13)	(70,836)	(27,374)	(15,440)
Depreciation and amortization	(97,551)	(99,033)	(106,084)
General and administrative expenses	(57,590)	(57,552)	(74,387)
Gain on sale and (write-down) of assets (note 14)	10,360	21,863	(92,368)
Asset retirement obligation extinguishment gain (note 6)	—	—	32,950
Restructuring charges (note 15)	(1,677)	(11,579)	(1,820)
Income (loss) from vessel operations	531,725	245,766	(185,353)
Interest expense	(28,009)	(38,580)	(68,412)
Interest income	24,128	6,689	169
Realized and unrealized gains on non-designated derivative instruments (note 9)	449	4,817	467
Equity income (loss) (note 4)	3,432	244	(14,107)

Loss on bond repurchases	—	(12,694)	—
Other - net (note 16)	(2,140)	4,811	(15,190)
Income (loss) from continuing operations before income taxes	529,585	211,053	(282,426)
Income tax (expense) recovery (note 17)	(12,162)	(1,417)	4,963
Income (loss) from continuing operations	517,423	209,636	(277,463)
(Loss) income from discontinued operations (note 21)	—	(20,276)	274,095
Net income (loss)	517,423	189,360	(3,368)
Net (income) loss attributable to non-controlling interests (note 1)	(366,782)	(110,953)	11,174
Net income attributable to the shareholders of Teekay Corporation	150,641	78,407	7,806
Amounts attributable to the shareholders of Teekay Corporation
Income (loss) from continuing operations	517,423	209,636	(277,463)
Net (income) loss attributable to non-controlling interests, continuing operations	(366,782)	(172,881)	174,792
Net income (loss) attributable to the shareholders of Teekay Corporation, continuing operations	150,641	36,755	(102,671)
(Loss) income from discontinued operations	—	(20,276)	274,095
Net loss (income) attributable to non-controlling interests, discontinued operations	—	61,928	(163,618)
Net income attributable to the shareholders of Teekay Corporation, discontinued operations	—	41,652	110,477
Net income attributable to the shareholders of Teekay Corporation	150,641	78,407	7,806
Per common share attributable to the shareholders of Teekay Corporation (note 18)


• Basic income (loss) from continuing operations attributable to shareholders of Teekay Corporation	1.59	0.36	(1.01)
• Basic income from discontinued operations attributable to shareholders of Teekay Corporation	—	0.41	1.08
• Basic income	1.59	0.77	0.08
• Diluted income (loss) from continuing operations attributable to shareholders of Teekay Corporation	1.54	0.35	(1.01)
• Diluted income from discontinued operations attributable to shareholders of Teekay Corporation	—	0.40	1.08
• Diluted income	1.54	0.76	0.08
Weighted average number of common shares outstanding (note 18)
• Basic	94,484,659	102,119,129	102,148,629
• Diluted	96,644,969	104,415,597	102,148,629

The accompanying notes are an integral part of the consolidated financial statements.

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Table of Contents

TEEKAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~(notes 1 and 21)

(in thousands of U.S. dollars)

Year Ended
December 31, 2020
$ Year Ended
December 31, 2019
$ Year Ended
December 31, 2018
$
Net income (loss) 90,982 (148,986) (57,747)
Other comprehensive (loss) income:
Other comprehensive income (loss) before reclassifications
Unrealized loss on qualifying cash flow hedging instruments (66,958) (57,615) (11)
Pension adjustments, net of taxes (548) (1,153) (196)
Foreign exchange loss on currency translation 0 0 (132)
Amounts reclassified from accumulated other comprehensive loss
To interest expense:
Realized loss (gain) on qualifying cash flow hedging instruments 2,320 (376) 152
To equity income:
Realized loss (gain) on qualifying cash flow hedging instruments 15,570 537 (1,291)
Foreign exchange gain on currency translation 0 0 (3,161)
Loss on deconsolidation of Altera (note 13)
0 0 7,720
Other comprehensive (loss) income: (49,616) (58,607) 3,081
Comprehensive income (loss) 41,366 (207,593) (54,666)
Comprehensive income attributable to non-controlling interests (140,106) (122,844) (20,948)
Comprehensive loss attributable to shareholders of Teekay Corporation (98,740) (330,437) (75,614)


	Year Ended December 31, 2023 $	Year Ended December 31, 2022 $	Year Ended December 31, 2021 $
Net income (loss)	517,423	189,360	(3,368)
Other comprehensive income:
Other comprehensive income before reclassifications
Unrealized gain on qualifying cash flow hedging instruments - discontinued operations	—	—	29,292
Pension adjustments, net of taxes	20	1,024	1,881

Amounts reclassified from accumulated other comprehensive loss

Realized loss on qualifying cash flow hedging instruments - discontinued operations	—	682	23,559
Realized loss on pension adjustment	1,952	—	—
Other comprehensive income	1,972	1,706	54,732
Comprehensive income	519,395	191,066	51,364
Comprehensive income attributable to non-controlling interests	(366,782)	(111,362)	(20,203)
Comprehensive income attributable to shareholders of Teekay Corporation	152,613	79,704	31,161

The accompanying notes are an integral part of the consolidated financial statements.

F - 5

Table of Contents

TEEKAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(notes 1 and 21)

(in thousands of U.S. dollars)

As at
December 31, 2020
$ As at
December 31, 2019
$
ASSETS
Current
Cash and cash equivalents (notes 8 and 17)
348,785 353,241
Restricted cash – current (notes 10, 15 and 17)
11,144 56,777
Accounts receivable, including non-trade of $7,931 (2019 – $12,793) and related party balances of NaN (2019 – $1,677) 150,997 199,957
Accrued revenue 50,952 107,111
Prepaid expenses 63,521 77,165
Current portion of net investments in direct financing and sales-type leases, net (note 2)
14,826 273,986
Assets held for sale (note 18)
32,974 65,458
Other current assets (note 15)
16,772 9,173
Total current assets 689,971 1,142,868
Restricted cash – non-current (notes 10, 15 and 17)
45,961 44,849
Vessels and equipment (note 8)
At cost, less accumulated depreciation of $1,161,658 (2019 – $1,259,404) 2,325,097 2,654,466
Vessels related to finance leases, at cost, less accumulated amortization of $281,786 (2019 – $253,553) (note 10)
2,105,372 2,219,026
Operating lease right-of-use assets (notes 1 and 9)
52,961 159,638
Total vessels and equipment 4,483,430 5,033,130
Net investment in direct financing and sales-type leases, net – non-current (note 2)
513,815 544,823
Investments in and loans, net to equity-accounted investments (note 22)
1,075,653 1,173,728
Goodwill, intangibles and other non-current assets (notes 5 and 15)
137,082 133,466
Total assets 6,945,912 8,072,864
LIABILITIES AND EQUITY
Current
Accounts payable 124,066 135,496
Accrued liabilities and other (notes 6 and 15)
332,086 295,001
Short-term debt (note 7)
10,000 50,000
Current portion of long-term debt (note 8)
261,366 523,312
Current obligations related to finance leases (note 10)
150,408 95,339
Current portion of operating lease liabilities (notes 1 and 9)
25,108 61,431
Liabilities related to assets held for sale 0 2,980
Total current liabilities 903,034 1,163,559
Long-term debt (note 8)
1,793,741 2,303,840
Long-term obligations related to finance leases (note 10)
1,550,557 1,730,353
Long-term operating lease liabilities (notes 1 and 9)
29,182 87,171
Other long-term liabilities (notes 6 and 15)
198,107 216,348
Total liabilities 4,474,621 5,501,271
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; 101,108,886 shares outstanding and issued (2019 – 100,784,422)) (note 12)
1,057,319 1,052,284
Accumulated deficit (527,028) (546,684)
Non-controlling interest 1,989,883 2,089,730
Accumulated other comprehensive loss (note 1)
(48,883) (23,737)
Total equity 2,471,291 2,571,593
Total liabilities and equity 6,945,912 8,072,864


	As at December 31, 2023 $	As at December 31, 2022 $
ASSETS
Current
Cash and cash equivalents (notes 7 and 19)	480,080	309,857
Short-term investments	172,604	210,000
Restricted cash – current (notes 8, 9 and 19)	691	3,714
Accounts receivable	117,794	140,837
Accrued revenue	70,026	82,923
Bunker and lube oil inventory	53,219	60,832
Asset held for sale (note 14)	11,910	—
Prepaid expenses	15,624	15,442
Total current assets	921,948	823,605
Restricted cash – non-current (notes 8 and 19)	—	3,135
Vessels and equipment (note 7)
At cost, less accumulated depreciation of $440,900 (2022 – $171,800)	929,237	429,987
Vessels related to finance leases, at cost, less accumulated amortization of $92,400 (2022 – $290,000) (note 8)	228,973	823,381
Operating lease right-of-use assets (notes 1 and 8)	76,314	42,894
Total vessels and equipment	1,234,524	1,296,262
Investment in and loan to equity-accounted investment (note 4)	15,731	16,198
Goodwill, intangibles and other non-current assets (notes 5 and 9)	24,435	25,646
Total assets	2,196,638	2,164,846
LIABILITIES AND EQUITY
Current
Accounts payable	33,954	47,371
Accrued liabilities and other (note 6)	82,468	86,971
Current portion of long-term debt (note 7)	—	21,184
Current obligations related to finance leases (note 8)	20,517	60,161
Current portion of operating lease liabilities (notes 1 and 8)	35,882	16,585
Total current liabilities	172,821	232,272

Long-term obligations related to finance leases (note 8)	119,082	472,599
Long-term operating lease liabilities (notes 1 and 8)	40,432	26,858
Other long-term liabilities (note 6)	63,957	63,511
Total liabilities	396,292	795,240
Commitments and contingencies (notes 7, 8, 9 and 20)
Equity
Common stock and additional paid-in capital ($0.001 par value; 725,000,000 shares authorized; 91,006,182 shares outstanding and 92,379,826 shares issued (2022 – 98,318,395 shares outstanding and 102,077,387 shares issued)) (note 11)	945,471	1,022,040
Accumulated deficit	(213,193)	(396,605)
Non-controlling interest	1,068,068	746,143
Accumulated other comprehensive loss (note 1)	—	(1,972)
Total equity	1,800,346	1,369,606
Total liabilities and equity	2,196,638	2,164,846

Subsequent events (note ~~23)~~22)

The accompanying notes are an integral part of the consolidated financial statements.

F - 6

Table of Contents

TEEKAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS(notes 1 and 21)

(in thousands of U.S. dollars)

Year Ended
December 31, 2020
$ Year Ended
December 31, 2019
$ Year Ended
December 31, 2018
$
Cash, cash equivalents, restricted cash and cash held for sale provided by (used for)
OPERATING ACTIVITIES
Net income (loss) 90,982 (148,986) (57,747)
Non-cash and non-operating items:
Depreciation and amortization 261,131 290,672 276,307
Unrealized (gain) loss on derivative instruments and loss on sale of warrants (note 15)
(9,563) 20,007 (34,570)
Write-down and loss on sale (note 18)
200,238 170,310 53,693
Gain on commencement of sales-type lease (note 2)
(44,943) 0 0
Equity (income) loss, net of dividends received and return of capital (5,575) 54,826 (44,312)
Income tax expense (note 21)
8,988 25,482 19,724
Foreign currency exchange loss including the effect of the termination of cross currency swaps and other 90,028 19,353 28,484
Change in operating assets and liabilities (note 17)
392,731 (48,358) (59,444)
Net operating cash flow 984,017 383,306 182,135
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net of issuance costs 1,182,249 527,465 1,325,482
Prepayments of long-term debt (1,712,828) (804,748) (771,827)
Scheduled repayments of long-term debt and settlement of related swaps (note 8)
(305,971) (233,734) (671,803)
Proceeds from short-term debt 235,000 200,000 0
Prepayment of short-term debt (275,000) (150,000) 0
Proceeds from financing related to sale-leaseback of vessels 0 381,526 611,388
Repayments of obligations related to finance leases (95,131) (95,946) (74,680)
Extinguishment of obligations related to finance leases (29,596) (111,617) 0
Net proceeds from equity issuances of Teekay Corporation 0 0 103,655
Repurchase of Teekay LNG common units (15,635) (25,729) 0
Distribution paid from subsidiaries to non-controlling interests (79,803) (63,343) (64,676)
Cash dividends paid 0 (5,523) (22,082)
Other financing activities (798) (580) (671)
Net financing cash flow (1,097,513) (382,229) 434,786
INVESTING ACTIVITIES
Expenditures for vessels and equipment, net of warranty settlement (26,507) (109,523) (693,792)
Proceeds from sale of vessels and equipment (note 18)
60,915 31,523 28,837
Proceeds from sale of assets, net of cash sold (notes 13 and 18)
24,977 100,000 81,823
Capital contributions and advances to equity-accounted joint ventures (991) (72,391) (65,952)
Proceeds from repayments of advances to equity-accounted joint ventures 14,650 0 0
Cash of transferred subsidiaries on sale, net of proceeds received 0 0 (25,254)
Other investing activities (9,983) 0 10,882
Net investing cash flow 63,061 (50,391) (663,456)
Decrease in cash, cash equivalents, restricted cash and cash held for sale (50,435) (49,314) (46,535)
Cash, cash equivalents, restricted cash and cash held for sale, beginning of the year 456,325 505,639 552,174
Cash, cash equivalents, restricted cash and cash held for sale, end of the year 405,890 456,325 505,639
Supplemental cash flow information (note 17)


	Year Ended December 31, 2023 $	Year Ended December 31, 2022 $	Year Ended December 31, 2021 $
Cash, cash equivalents, restricted cash and cash held for sale provided by (used for)
OPERATING ACTIVITIES
Net income (loss)	517,423	189,360	(3,368)
Less: Loss (income) from discontinued operations	—	20,276	(274,095)
Income (loss) from continuing operations	517,423	209,636	(277,463)
Non-cash and non-operating items:
Depreciation and amortization	97,551	99,033	106,084
(Gain) loss on sale and write-down of assets (note 14)	(10,360)	(21,863)	92,368
Asset retirement obligation extinguishment gain (note 6)	—	—	(32,950)

Loss on bond repurchase (note 7)	—	12,694	—
Other	22,503	5,089	33,470

Change in operating assets and liabilities (note 19)	6,339	(132,301)	(63,414)

Net operating cash flow - continuing operations	633,456	172,288	(141,905)
Net operating cash flow - discontinued operations (note 21)	—	26,866	220,021
Net operating cash flow	633,456	199,154	78,116
FINANCING ACTIVITIES
Issuance costs, net of proceeds from issuance of long-term debt	(3,536)	—	221,167
Prepayments of long-term debt	(1,000)	(614,677)	(135,000)

Scheduled repayments of long-term debt and settlement of related swaps (note 7)	(21,184)	(56,914)	(11,229)
Proceeds from short-term debt	50,000	134,000	50,000
Prepayments of short-term debt	(50,000)	(159,000)	(35,000)
Proceeds from financings related to sale-leaseback of vessels, net of issuance costs	—	288,108	140,226
Prepayments of obligations related to finance leases	(364,201)	—	(184,115)
Scheduled repayments of obligations related to finance leases	(34,113)	(50,636)	(23,873)
Sale of Teekay Tankers common shares (note 12)	—	22,809	—
Purchase of Teekay Tankers common shares (note 12)	(4,765)	(5,269)	(4,749)
Distributions from subsidiaries to non-controlling interests	(42,732)	—	—
Repurchase of Teekay Corporation common shares (note 11)	(50,713)	(15,369)	—
Other financing activities	(1,806)	—	(1,046)
Net financing cash flow - continuing operations	(524,050)	(456,948)	16,381
Net financing cash flow - discontinued operations (note 21)	—	—	(242,037)
Net financing cash flow	(524,050)	(456,948)	(225,656)
INVESTING ACTIVITIES
Expenditures for vessels and equipment	(10,198)	(15,430)	(21,447)
Maturity (purchase) of short-term investments (note 1)	37,396	(210,000)	—
Proceeds from sale of vessels and equipment (note 14)	23,561	82,621	58,090
Proceeds from the sale of the Teekay Gas Business, net of cash sold ($178.0 million) (note 21)	—	454,789	—
Repayments by (advances to) equity-accounted joint venture	3,900	(3,000)	1,500
Net investing cash flow - continuing operations	54,659	308,980	38,143
Net investing cash flow - discontinued operations (note 21)	—	—	(30,973)
Net investing cash flow	54,659	308,980	7,170
Increase (decrease) in cash, cash equivalents and restricted cash	164,065	51,186	(140,370)
Cash, cash equivalents and restricted cash, beginning of the year	316,706	265,520	405,890
Cash, cash equivalents and restricted cash, end of the year	480,771	316,706	265,520
Supplemental cash flow information (note 19)

The accompanying notes are an integral part of the consolidated financial statements.

F - 7

Table of Contents

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, 2017 89,127 919,078 (135,892) (5,995) 2,102,465 2,879,656
Net (loss) income — — (79,237) — 21,490 (57,747)
Other comprehensive income — — — 3,623 (542) 3,081
Dividends declared:
Common stock ($0.220 per share) — — (22,231) — — (22,231)
Other dividends — — — — (64,676) (64,676)
Reinvested dividends 1 4 — — — 4
Employee stock compensation and other
(note 12)
180 6,823 — — — 6,823
Equity offerings (note 12)
11,127 103,655 — — — 103,655
Equity component of convertible notes (note 8)
— 16,099 — — — 16,099
Change in accounting policy (note 1)
— — 2,556 0 2,101 4,657
Changes to non-controlling interest from equity contributions and other — — 409 99 (2,801) (2,293)
Balance at December 31, 2018 100,435 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 dividends 1 2 — — — 2
Employee stock compensation and other
(note 12)
348 6,623 — — — 6,623
Change in accounting policies (note 1)
— — 606 (1,604) (1,993) (2,991)
Changes to non-controlling interest from equity contributions and other — — 3,067 0 (25,815) (22,748)
Balance at December 31, 2019 100,784 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 policy (note 1)
— — (17,666) 0 (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, 2020 101,109 1,057,319 (527,028) (48,883) 1,989,883 2,471,291


	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, 2020	101,109	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	—	—	—	—	(85,384)	(85,384)
Equity-based compensation (note 11)	462	2,817	—	—	—	2,817
Change in accounting policies (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, 2021	101,571	1,053,802	(513,242)	(25,510)	1,917,433	2,432,483
Net income	—	—	78,407	—	110,953	189,360
Other comprehensive income	—	—	—	1,297	409	1,706
Repurchase of common shares	(3,759)	(35,789)	20,420	—	—	(15,369)
Equity-based compensation (note 11)	506	4,027	—	—	—	4,027
Impact of deconsolidation of Teekay Gas Business (note 21)	—	—	—	22,241	(1,284,890)	(1,262,649)
Changes to non-controlling interest from equity contributions and other	—	—	17,810	—	2,238	20,048
Balance at December 31, 2022	98,318	1,022,040	(396,605)	(1,972)	746,143	1,369,606
Net income	—	—	150,641	—	366,782	517,423
Other comprehensive income	—	—	—	1,972	—	1,972
Dividends declared	—	—	—	—	(42,921)	(42,921)
Repurchase of common shares	(8,885)	(84,311)	33,597	—	—	(50,714)
Equity-based compensation (note 11)	1,573	7,742	—	—	—	7,742
Changes to non-controlling interest from equity contributions and other	—	—	(826)	—	(1,936)	(2,762)
Balance at December 31, 2023	91,006	945,471	(213,193)	—	1,068,068	1,800,346

The accompanying notes are an integral part of the consolidated financial ~~statements.~~statements.

F - 8

Table of Contents

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).

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 Teekay's controlled subsidiaries include ~~the following publicly traded subsidiaries (collectively, the~~ ~~Public Subsidiaries): Teekay LNG Partners L.P. (or~~ ~~Teekay LNG) and~~ Teekay Tankers Ltd. (NYSE: TNK) (or Teekay Tankers). ~~As of December 31, 2020,~~ Teekay ~~owned a 42.4% interest in Teekay LNG (33.9% – December 31, 2019), including common units~~ and its ~~general partner interest, and 28.6% of the capital stock of~~subsidiaries, other than Teekay Tankers, ~~(28.7% – December 31, 2019), including~~ are referred to herein as Teekay Tankers’ outstanding shares of Class B common stock, which entitle the holders to 5 votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum. While Teekay owns less than 50% of Teekay LNG and Teekay Tankers, Teekay maintains control of Teekay LNG by virtue of its 100% ownership interest in the general partner of Teekay LNG, which is a master limited partnership, and 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 these subsidiaries.Parent.

The preparation of these consolidated financial statements in ~~conformity~~accordance 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.

~~In March 2020,~~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 ~~World Health Organization declared~~subsidiaries. These significant subsidiaries include the ~~outbreak~~following publicly traded subsidiaries: Teekay Tankers Ltd. (or Teekay Tankers) and, until January 13, 2022 (see below), Teekay LNG Partners L.P. (or Teekay LNG Partners) (now known as Seapeak LLC (or Seapeak)). As of December 31, 2023, Teekay had no ownership interest in Seapeak (2022 – 0.0%) or Seapeak's general partner. As of December 31, 2023, Teekay owned 28.7% of the capital stock of Teekay Tankers (2022 – 28.5%), 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 ~~novel coronavirus (or COVID-19) as~~sufficient number of Class A common shares and Class B common shares, which provide increased voting rights, to maintain a ~~pandemic. Given~~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 ~~dynamic nature~~general partner of ~~these circumstances,~~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 ~~full extent~~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 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 COVID-19 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 cargomerger, the Company ~~transports could adversely affect demand for~~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 ~~Company's vessels~~shore-based management operations of Teekay LNG Partners 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. COVID-19 has also been a contributing factor to the decline in short-term charter rates and the increase in certain crewing-related costs, which has had an impact on the Company's cash flows, and was a contributing factor to the write-down of certain tankers owned by Teekay Tankers during the year ended December 31, 2020, as described in Note 18 - Write-down and Loss on Sale. During the year ended December 31, 2020, COVID-19 was also a contributing factor to the write-down of certain of Teekay ~~LNG's 7 multi-gas vessels and 1 floating production storage and offloading (or~~LNG Partners’ joint ventures (collectively ~~FPSO~~the Teekay Gas Business) ~~unit, as described~~. The transactions closed on January 13, 2022, which resulted in ~~Note 18 - Write-down and Loss~~Teekay deconsolidating the Teekay Gas Business for accounting purposes on ~~Sale, as well as being~~that date. The presentation of certain information in these consolidated financial statements reflects that the Teekay Gas Business is a ~~contributing factor to~~discontinued operation of the ~~reduction in certain tax accruals as described in~~Company. See Note 21 ~~- Income Taxes.~~– Discontinued Operations for further information.

Non-Controlling Interests

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 income (loss) as a deduction from the Company’s net income (loss) to arrive at net ~~(loss)~~ income 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 Teekay LNG until May 11, 2020, when Teekay and Teekay LNG agreed to eliminate all of Teekay LNG's incentive distribution rights)~~interest 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 ~~Teekay LNG~~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 ~~Teekay LNG~~Seapeak or Teekay Tankers. As reflected in the table below, during ~~2018~~2021, 2022 and 2019, such vessel sales by Teekay LNG resulted in increases (decreases) in net income of Teekay LNG attributable to the controlling interest (non-controlling interest) by $6.1 million and $7.5 million, respectively. As reflected in the table below, during 2019 and 2020,2023, such vessel sales by Teekay Tankers resulted in an increases (decreases) in net income (loss) of Teekay Tankers attributable to the non-controlling interest (controlling interest) by ~~$18.4~~($1.8) million, $10.6 million and ~~$43.2~~$nil, respectively. Upon the sale and deconsolidation of Seapeak on January 13, 2022, $84.8 million, ~~respectively.~~which is the total unrecognized net deferred gains relating to vessels previously sold from Teekay to Seapeak, was recognized as an increase to net income attributable to non-controlling interests for the year ended December 31, 2022.

~~Teekay LNG has~~Prior to its conversion to a limited liability company in February 2022, Seapeak had limited partners and 1a general partner. ~~Teekay LNG's~~Seapeak's general partner iswas wholly-owned by ~~Teekay.~~ Teekay ~~LNG's~~until January 13, 2022. Seapeak's limited partners ~~hold~~held common units and preferred units. For each quarterly period, thethe method of attributing ~~Teekay LNG’s~~Seapeak’s net income (loss) of that period to the non-controlling interests of ~~Teekay LNG~~Seapeak begins by attributing net income (loss) of ~~Teekay LNG~~Seapeak to the non-controlling interests which hold 100% of the preferred units of ~~Teekay LNG~~Seapeak based on the amount of preferred unit distributions declared for the quarterly period.

Until May 11, 2020, when Teekay and Teekay LNG agreed to eliminate all of Teekay LNG's incentive distribution rights, the remaining net income (loss) to be attributed to the controlling interest and the non-controlling interests of Teekay LNG was then divided into two components. The first component consisted of the cash distribution that Teekay LNG 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 Teekay LNG 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 Teekay LNG 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 Teekay LNG compared to the controlling interest. The controlling interests included both limited partner common units and the general partner interest.

F - 9

Table of Contents

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 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 income (loss) attributable to non-controlling interests					Controlling Interest			Net income (loss) of consolidated partially-owned entities (1)
		Non-public partially-owned subsidiaries	Preferred unit-holders	Distri- buted Earnings	Undistri- buted Earnings	Total Non-Controlling Interest	Distri- buted Earnings	Undistri- buted Earnings	Total Controlling Interest (Teekay)
Teekay LNG		9,955	25,702	0	32,816	68,473	0	28,839	28,839	97,312
		Net income (loss) attributable to non-controlling interests
		Net income (loss) attributable to non-controlling interests
		Net income (loss) attributable to non-controlling interests									Controlling Interest	Net income (loss) of consolidated partially-owned entities (1)
	Non-public partially-owned subsidiaries
Teekay Tankers
Teekay Tankers
Teekay Tankers	Teekay Tankers	—	—	—	105,455	105,455	—	(18,138)	(18,138)	87,317
Other entities and eliminations	Other entities and eliminations	—	—	—	—	(13)
For the Year Ended December 31, 2020		9,955	25,702	0	138,271	173,915
Teekay LNG		11,814	25,702	40,138	36,007	113,661	20,368	30,575	50,943	164,604
For the Year End December 31, 2023
For the Year End December 31, 2023
For the Year End December 31, 2023
Seapeak (2)
Seapeak (2)
Seapeak (2)
Teekay Tankers	Teekay Tankers	—	—	—	47,887	47,887	—	(6,525)	(6,525)	41,362
Other entities and eliminations	Other entities and eliminations	—	—	—	—	43
For the Year Ended December 31, 2019		11,814	25,702	40,138	83,894	161,591
Teekay LNG		13,506	25,701	30,463	(10,807)	58,863	15,026	2,986	18,012	76,875
For the Year End December 31, 2022
For the Year End December 31, 2022
For the Year End December 31, 2022
Seapeak (2)
Seapeak (2)
Seapeak (2)
Teekay Tankers	Teekay Tankers	—	—	—	(37,423)	(37,423)	—	(15,125)	(15,125)	(52,548)
Other entities and eliminations	Other entities and eliminations	—	—	—	—	50
For the Year Ended December 31, 2018		13,506	25,701	30,463	(48,230)	21,490
For the Year Ended December 31, 2021
For the Year Ended December 31, 2021
For the Year Ended December 31, 2021



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value of $0.001 per share	TK	New York Stock Exchange


	Years Ended December 31,
	2020			2019			2018			2017			2016
Income Statement Data:	(in thousands of U.S. Dollars, except share and per share data)
Revenues	$	1,815,672		$	1,945,391		$	1,707,758		$	1,880,332		$	2,328,569
Income from vessel operations (1)	314,579			204,042			164,319			6,700			384,290
Interest expense	(225,647)			(279,059)			(254,126)			(268,400)			(282,966)
Interest income	8,342			7,804			8,525			6,290			4,821
Realized and unrealized losses on non-designated derivative instruments	(35,857)			(13,719)			(14,852)			(38,854)			(35,091)
Equity income (loss)	77,333			(14,523)			61,054			(37,344)			85,639
Foreign exchange (loss) gain	(20,718)			(13,574)			6,140			(26,463)			(6,548)
Loss on deconsolidation of Altera (2)	—			—			(7,070)			(104,788)			—
Other loss	(18,062)			(14,475)			(2,013)			(53,981)			(39,013)
Income tax expense	(8,988)			(25,482)			(19,724)			(12,232)			(24,468)
Net income (loss)	90,982			(148,986)			(57,747)			(529,072)			86,664
Net (income) loss attributable to non-controlling interests	(173,915)			(161,591)			(21,490)			365,796			(209,846)
Net loss attributable to shareholders of Teekay Corporation	(82,933)			(310,577)			(79,237)			(163,276)			(123,182)
Per Common Share Data:
Basic and diluted loss attributable to shareholders of Teekay Corporation	(0.82)			(3.08)			(0.79)			(1.89)			(1.62)

Cash dividends declared	—			0.0550			0.2200			0.2200			0.2200
Balance Sheet Data (at end of year):
Cash and cash equivalents	$	348,785		$	353,241		$	424,169		$	445,452		$	567,994
Restricted cash	57,105			101,626			81,470			106,722			237,248
Vessels and equipment	4,483,430			5,033,130			5,517,133			5,208,544			9,138,886
Net investments in direct financing and sales-type leases	528,641			818,809			575,163			495,990			660,594
Total assets	6,945,912			8,072,864			8,391,670			8,092,437			12,814,752
Total debt (3)	3,766,072			4,702,844			4,993,368			4,578,162			7,032,385
Capital stock and additional paid-in capital	1,057,319			1,052,284			1,045,659			919,078			887,075
Non-controlling interest	1,989,883			2,089,730			2,058,037			2,102,465			3,189,928
Total equity	2,471,291			2,571,593			2,867,028			2,879,656			4,089,293
Number of outstanding shares of common stock	101,108,886			100,784,422			100,435,210			89,127,041			86,149,975
Other Financial Data:
EBITDA (4)	$	578,406		$	438,423		$	483,885		$	231,099		$	961,102
Adjusted EBITDA (4)	1,086,126			951,913			775,633			951,118			1,287,003
Total debt to total capitalization (5)	60.4		%	64.6		%	63.5		%	61.4		%	63.2		%
Net debt to total net capitalization (6)	57.6		%	62.3		%	61.0		%	58.3		%	60.4		%
Capital expenditures:
Expenditures for vessels and equipment	$	26,507		$	109,523		$	693,792		$	1,054,052		$	648,326


	Year Ended December 31,
	2020		2019		2018		2017		2016
Income Statement Data:	(in thousands of U.S. Dollars)
Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss)
Net income (loss)	$	90,982	$	(148,986)	$	(57,747)	$	(529,072)	$	86,664
Income tax expense	8,988		25,482		19,724		12,232		24,468
Depreciation and amortization	261,131		290,672		276,307		485,829		571,825
Interest expense, net of interest income	217,305		271,255		245,601		262,110		278,145
EBITDA	578,406		438,423		483,885		231,099		961,102
Foreign exchange loss (gain) (a)	20,718		13,574		(6,140)		26,463		6,548
Other loss (b) (c)	18,062		14,475		2,013		53,981		39,013
Write-down and loss on sale	200,238		170,310		53,693		270,743		112,246
Gain on commencement of sales-type lease	(44,943)		—		—		—		—
Direct finance lease payments received in excess of revenue recognized	13,164		21,636		11,082		18,737		28,348
Amortization of in-process revenue contracts and other	(1,402)		(4,131)		(10,217)		(13,460)		(24,195)
Realized and unrealized losses on non-designated derivative instruments	35,857		13,719		14,852		38,854		35,091
Realized gains (losses) from the settlements of non-designated derivative instruments	(864)		1,532		—		2,047		(8,646)
Loss on deconsolidation of Altera	—		—		7,070		104,788		—
Adjustments related to equity (loss) income (d)	266,890		282,375		219,395		217,866		137,496
Adjusted EBITDA	1,086,126		951,913		775,633		951,118		1,287,003


	Year Ended December 31,
	2020	2019	2018	2017	2016
	(in thousands of U.S. Dollars)
Depreciation and amortization	53,065	68,921	111,019	82,706	69,702
Interest expense, net of interest income	112,259	99,567	98,731	57,956	45,962
Income tax expense	1,504	1,757	900	503	245
Amortization of in-process revenue contracts and other	(3,792)	(3,793)	(5,424)	(4,418)	(5,482)
Adjustments for direct financing and sales-type lease to a cash basis	38,118	24,574	19,486	14,402	13,231
Write-down and loss on sale	17,000	—	16,277	5,479	5,304
Other items including realized and unrealized loss (gain) on derivative instruments	48,736	18,746	(18)	12,667	8,534

Write-down and (gain) on sale of equity-accounted investments	—	72,603	(21,576)	48,571	—
Adjustments related to equity (loss) income	266,890	282,375	219,395	217,866	137,496


	Year Ended December 31,
(in thousands of U.S. dollars, except calendar-ship-days)	2020	2019
Revenues	591,103	601,256
Voyage expenses	(17,394)	(21,387)
Vessel operating expenses	(116,396)	(111,585)
Time-charter hire expense	(23,564)	(19,994)
Depreciation and amortization	(129,752)	(136,765)
General and administrative expenses (1)	(26,904)	(22,521)
Write-down of and sale of vessels	(51,000)	13,564
Restructuring charges	—	(3,315)
Income from vessel operations	226,093	299,253

Liquefied Gas Carriers (1)	226,093	300,520
Conventional Tankers (1)(2)	—	(1,267)
	226,093	299,253

Equity income – Liquefied Gas Carriers	72,233	58,819

Calendar-Ship-Days (3)
Liquefied Gas Carriers	10,990	11,650
Conventional Tankers	—	317


☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934


☒			ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Owned and Leased Vessels		Chartered-in Vessels		Total
Teekay LNG
Gas
LNG Vessels	47	(1)	—		47
LPG/Multigas Vessels	27	(2)	3	(3)	30
	74		3		77
Teekay Tankers
Conventional Tankers
Aframax Tankers	17		2		19
Suezmax Tankers	26		—		26
VLCC Tanker	1	(4)	—		1
Product Tankers	9		1		10
STS Support Vessels	—		3		3
	53		6		59
Teekay Parent
FPSO Units	3		—		3
FSO Unit	—		1	(5)	1
	3		1		4
Total	130		10		140


(in thousands of U.S. Dollars, except per share data)	Years Ended December 31,
	2023			2022			2021
GAAP Financial Comparison:
Income Statement Data:
Revenues	$	1,464,975		$	1,190,184		$	682,508
Income (loss) from vessel operations, continuing operations	531,725			245,766			(185,353)
Income (loss) from continuing operations	517,423			209,636			(277,463)
(Loss) income from discontinued operations	—			(20,276)			274,095
Net income (loss)	517,423			189,360			(3,368)
Net income attributable to shareholders of Teekay	150,641			78,407			7,806
Per common share data:
Basic income (loss) from continuing operations attributable to shareholders of Teekay Corporation	1.59			0.36			(1.01)
Basic income from discontinued operations attributable to shareholders of Teekay Corporation	—			0.41			1.08
Basic income	1.59			0.77			0.08
Diluted income (loss) from continuing operations attributable to shareholders of Teekay Corporation	1.54			0.35			(1.01)
Diluted income from discontinued operations attributable to shareholders of Teekay Corporation	—			0.40			1.08
Diluted income	1.54			0.76			0.08

Balance Sheet Data (at end of year):
Cash and cash equivalents, and short-term investments (1)	652,684			519,857			108,977
Vessels and equipment (1)(2)	1,234,524			1,296,262			4,182,785
Total assets(1)	2,196,638			2,164,846			6,531,982
Total debt (1)(3)	139,599			553,944			3,639,593
Total equity(1)	1,800,346			1,369,606			2,432,483

Other Financial Data:
EBITDA (4)(5)	$	631,017		$	321,701		$	165,996
Adjusted EBITDA (4)(5)	618,907			341,664			394,899
Total debt to total capitalization (1)(6)	7.2		%	28.8		%	59.9		%
Net (cash) debt to total net capitalization (1)(7)	(39.9)		%	1.9		%	58.1		%


	Revenues (1)		Income (loss) from vessel operations (1)
(in thousands of U.S. dollars)	2023	2022	2023	2022

Teekay Tankers	1,364,452	1,063,111	535,910	255,949
Teekay Parent	100,523	127,073	(4,185)	(10,183)

Teekay Corporation Consolidated	1,464,975	1,190,184	531,725	245,766


	Offshore Production		Other and Corporate G&A		Teekay Parent Total
(in thousands of U.S. dollars, except calendar-ship-days)	2020	2019	2020	2019	2020	2019
Revenues	108,952	210,816	229,183	202,990	338,135	413,806
Voyage expenses	(24)	(36)	10	(7)	(14)	(43)
Vessel operating expenses	(94,945)	(159,822)	(204,230)	(166,416)	(299,175)	(326,238)
Time-charter hire expense	(7,972)	(41,813)	(12,406)	(25,326)	(20,378)	(67,139)
Depreciation and amortization	(14,166)	(29,710)	—	(195)	(14,166)	(29,905)
General and administrative expenses (1)	(1,872)	(9,272)	(11,446)	(13,248)	(13,318)	(22,520)
Write-down and loss on sales of vessels	(70,692)	(178,330)	(9,100)	—	(79,792)	(178,330)
Gain on commencement of sales-type lease	44,943	—	—	—	44,943	—
Restructuring charges	(2,278)	—	(7,043)	(8,725)	(9,321)	(8,725)
Loss from vessel operations	(38,054)	(208,167)	(15,032)	(10,927)	(53,086)	(219,094)

Calendar-Ship-Days (2)
FPSO Units	1,098	1,095	—	—	1,098	1,095
FSO Units	244	365	366	477	610	842
Shuttle Tankers	113	642	—	—	113	642


	Marine Services and Other
		Year ended
		December 31,
(in thousands of U.S. dollars, except calendar-ship-days)			2023	2022
Revenues			100,523	127,073

Vessel operating expenses (1)			(92,625)	(124,765)

General and administrative expenses (1)			(11,654)	(15,709)
Gain on sale of assets			—	12,975

Restructuring charges			(429)	(9,757)
Loss from vessel operations			(4,185)	(10,183)

Calendar-ship-days - FPSO Units			—	475


	Year Ended December 31, 2020 $	Year Ended December 31, 2019 $
Realized (losses) gains relating to:
Interest rate swap agreements	(17,483)	(8,296)

Foreign currency forward contracts	138	(147)
Stock purchase warrants	—	(25,559)
Forward freight agreements	(1,242)	1,490
	(18,587)	(32,512)
Unrealized (losses) gains relating to:
Interest rate swap agreements	(17,558)	(7,878)
Foreign currency forward contracts	202	(200)
Stock purchase warrants	—	26,900
Forward freight agreements	86	(29)
	(17,270)	18,793
Total realized and unrealized losses on derivative instruments	(35,857)	(13,719)


Identity of Person or Group	Shares Owned	Percent of Class (3)
Resolute Investments, Ltd. (1)	31,936,012	31.6%
Cobas Asset Management, SGIIC, S.A. (2)	15,620,271	15.4%


Identity of Person or Group	Shares Owned	Percent of Class (3)
Resolute Investments, Ltd. (1)	31,936,012	35.0%
Dimensional Fund Advisors LP (2)	5,084,487	5.6%


Type of Vessel (in thousands of U.S. dollars, except number of vessels)	Number of Vessels	Market Values (1)	Carrying Values
Conventional Tankers (2)	18	338,700	577,371
Conventional Tankers (3)	26	660,400	866,354
Liquefied Natural Gas Carriers (3)	4	154,000	316,717
Total	48	1,153,100	1,760,442


Notional Amount NOK (1)	Notional Amount USD (1)	Floating Rate Receivable		Fixed Rate Payable
		Reference Rate	Margin		Fair Value (1) $	Remaining Term (years)
1,200,000	146,500	NIBOR	6.00%	7.72%	(9,051)	0.8
850,000	102,000	NIBOR	4.60%	7.89%	(10,971)	2.7
1,000,000	112,000	NIBOR	5.15%	5.74%	4,505	4.7
					(15,517)


			Page
Reports of Independent Registered Public Accounting Firm			F - 1, F - 3
Consolidated Financial Statements
Consolidated Statements of ~~Income~~ (Income ~~Loss~~(Loss))			F - 4
Consolidated Statements of Comprehensive Income ~~Income~~ (~~Loss~~)			F - 5
Consolidated Balance Sheets			F - 6
Consolidated Statements of Cash Flows			F - 7
Consolidated Statements of Changes in Total Equity			F - 8
Notes to the Consolidated Financial Statements			F - 9
~~Schedule I – Condensed Non-Consolidated Financial Information of Registrant~~			~~F -~~ 49


	Year Ended December 31, 2020 $	Year Ended December 31, 2019 $	Year Ended December 31, 2018 $
Revenues (notes 2 and 13)	1,815,672	1,945,391	1,728,488
Voyage expenses	(314,633)	(423,677)	(409,617)
Vessel operating expenses (note 13)	(599,804)	(644,445)	(637,474)
Time-charter hire expenses (note 13)	(80,283)	(118,761)	(86,458)
Depreciation and amortization	(261,131)	(290,672)	(276,307)
General and administrative expenses (note 13)	(79,228)	(81,444)	(96,555)
Write-down and loss on sale (note 18)	(200,238)	(170,310)	(53,693)
Gain on commencement of sales-type lease (note 2)	44,943	0	0
Restructuring charges (note 20)	(10,719)	(12,040)	(4,065)
Income from vessel operations	314,579	204,042	164,319
Interest expense	(225,647)	(279,059)	(254,126)
Interest income	8,342	7,804	8,525
Realized and unrealized losses on non-designated derivative instruments (note 15)	(35,857)	(13,719)	(14,852)
Equity income (loss) (note 22)	77,333	(14,523)	61,054
Foreign exchange (loss) gain (notes 8 and 15)	(20,718)	(13,574)	6,140
Loss on deconsolidation of Altera (note 13)	0	0	(7,070)
Other loss (note 14)	(18,062)	(14,475)	(2,013)
Net income (loss) before income taxes	99,970	(123,504)	(38,023)
Income tax expense (note 21)	(8,988)	(25,482)	(19,724)
Net income (loss)	90,982	(148,986)	(57,747)
Net (income) attributable to non-controlling interests (note 1)	(173,915)	(161,591)	(21,490)
Net loss attributable to the shareholders of Teekay Corporation	(82,933)	(310,577)	(79,237)
Per common share of Teekay Corporation (note 19)
• Basic and diluted loss attributable to shareholders of Teekay Corporation	(0.82)	(3.08)	(0.79)

• Cash dividends declared	0	0.055	0.220
Weighted average number of common shares outstanding (note 19)
• Basic and diluted	101,053,095	100,719,224	99,670,176


	As at December 31, 2020 $	As at December 31, 2019 $
ASSETS
Current
Cash and cash equivalents (notes 8 and 17)	348,785	353,241
Restricted cash – current (notes 10, 15 and 17)	11,144	56,777
Accounts receivable, including non-trade of $7,931 (2019 – $12,793) and related party balances of NaN (2019 – $1,677)	150,997	199,957
Accrued revenue	50,952	107,111
Prepaid expenses	63,521	77,165
Current portion of net investments in direct financing and sales-type leases, net (note 2)	14,826	273,986
Assets held for sale (note 18)	32,974	65,458
Other current assets (note 15)	16,772	9,173
Total current assets	689,971	1,142,868
Restricted cash – non-current (notes 10, 15 and 17)	45,961	44,849
Vessels and equipment (note 8)
At cost, less accumulated depreciation of $1,161,658 (2019 – $1,259,404)	2,325,097	2,654,466
Vessels related to finance leases, at cost, less accumulated amortization of $281,786 (2019 – $253,553) (note 10)	2,105,372	2,219,026
Operating lease right-of-use assets (notes 1 and 9)	52,961	159,638
Total vessels and equipment	4,483,430	5,033,130
Net investment in direct financing and sales-type leases, net – non-current (note 2)	513,815	544,823
Investments in and loans, net to equity-accounted investments (note 22)	1,075,653	1,173,728
Goodwill, intangibles and other non-current assets (notes 5 and 15)	137,082	133,466
Total assets	6,945,912	8,072,864
LIABILITIES AND EQUITY
Current
Accounts payable	124,066	135,496
Accrued liabilities and other (notes 6 and 15)	332,086	295,001
Short-term debt (note 7)	10,000	50,000
Current portion of long-term debt (note 8)	261,366	523,312
Current obligations related to finance leases (note 10)	150,408	95,339
Current portion of operating lease liabilities (notes 1 and 9)	25,108	61,431
Liabilities related to assets held for sale	0	2,980
Total current liabilities	903,034	1,163,559
Long-term debt (note 8)	1,793,741	2,303,840
Long-term obligations related to finance leases (note 10)	1,550,557	1,730,353
Long-term operating lease liabilities (notes 1 and 9)	29,182	87,171
Other long-term liabilities (notes 6 and 15)	198,107	216,348
Total liabilities	4,474,621	5,501,271
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; 101,108,886 shares outstanding and issued (2019 – 100,784,422)) (note 12)	1,057,319	1,052,284
Accumulated deficit	(527,028)	(546,684)
Non-controlling interest	1,989,883	2,089,730
Accumulated other comprehensive loss (note 1)	(48,883)	(23,737)
Total equity	2,471,291	2,571,593
Total liabilities and equity	6,945,912	8,072,864


		Year Ended December 31,
		2020 $	2019 $	2018 $
	Year Ended December 31,									Year Ended December 31,
	2023 $						2023 $		2022 $			2021 $
Balance at the beginning of the year	Balance at the beginning of the year	110,571	96,384	89,372	Balance at the beginning of the year	51,474		62,914			67,527
Costs incurred for dry dockings	Costs incurred for dry dockings	35,514	56,371	43,155	Costs incurred for dry dockings	15,483		15,792			23,042
Dry-dock amortization	Dry-dock amortization	(41,578)	(39,283)	(33,684)	Dry-dock amortization	(25,245)		(26,666)			(27,123)
Write-down / sales of vessels	Write-down / sales of vessels	(5,741)	(2,901)	(2,459)	Write-down / sales of vessels	(1,139)		(566)			(532)
Balance at the end of the year	Balance at the end of the year	98,766	110,571	96,384	Balance at the end of the year	40,573		51,474			62,914


	Qualifying Cash Flow Hedging Instruments $	Pension Adjustments $	Foreign Exchange Gain (Loss) on Currency Translation $	Total $
Balance as of December 31, 2017	1,409	(10,697)	3,293	(5,995)
Other comprehensive (loss) income and other	(506)	7,521	(3,293)	3,722
Balance as of December 31, 2018	903	(3,176)	0	(2,273)
Other comprehensive (loss) income and other	(20,311)	(1,153)	0	(21,464)
Balance as of December 31, 2019	(19,408)	(4,329)	0	(23,737)
Other comprehensive loss and other	(15,259)	(548)	0	(15,807)
Changes to non-controlling interest in AOCI from equity contributions	(9,339)	—	—	(9,339)
Balance as of December 31, 2020	(44,006)	(4,877)	0	(48,883)


	Pension Adjustments Relating to Continuing Operations $	Qualifying Cash Flow Hedging Instruments Related to Discontinued Operations $	Total $
Balance as of December 31, 2020	(4,877)	(44,006)	(48,883)
Other comprehensive loss and other	1,881	21,474	23,355
Changes to non-controlling interest in AOCI from equity contributions	—	18	18
Balance as of December 31, 2021	(2,996)	(22,514)	(25,510)
Other comprehensive income and other	1,024	682	1,706
Impact of deconsolidation of Teekay Gas Business	—	21,832	21,832
Balance as of December 31, 2022	(1,972)	—	(1,972)
Other comprehensive income and other	1,972	—	1,972
Balance as of December 31, 2023	—	—	—


					Year Ended December 31, 2023
					Year Ended December 31, 2023
					Year Ended December 31, 2023
				Teekay Tankers Conventional Tankers												Teekay Tankers Conventional Tankers	Teekay Parent Marine Services and Other	Total

		Year Ended December 31, 2020
						$

						$

					$							$			$
Voyage charters											Voyage charters		1,321,487	—			1,321,487
Time charters											Time charters		31,149	—			31,149
		Teekay LNG Liquefied Gas Carriers	Teekay LNG Conventional Tankers		Teekay Tankers Conventional Tankers		Teekay Parent Offshore Production	Teekay Parent Other	Eliminations and Other	Total

											$
Time charters		543,408	0		127,598		0	17,152	0	688,158
Voyage charters		38,687	0		741,804		0	0	0	780,491

FPSO contracts		0	0		0		108,952	0	0	108,952
Management fees and other	Management fees and other	9,008	0		17,032		0	212,031	0	238,071
		591,103	0		886,434		108,952	229,183	0	1,815,672
Management fees and other

Management fees and other													11,816	100,523			112,339
				1,364,452												1,364,452	100,523	1,464,975


	Year Ended December 31, 2022
	Teekay Tankers Conventional Tankers	Teekay Parent Marine Services and Other	Total


	$	$	$
Voyage charters	1,039,262	—	1,039,262
Time charters	14,738	—	14,738

FPSO contracts	—	27,064	27,064
Management fees and other	9,111	100,009	109,120
	1,063,111	127,073	1,190,184


	Year Ended December 31, 2019
	Teekay LNG Liquefied Gas Carriers	Teekay LNG Conven-tional Tankers	Teekay Tankers Conventional Tankers	Teekay Parent Offshore Production	Teekay Parent Other	Eliminations and Other	Total


	$	$	$	$	$	$	$
Time charters	533,294	6,742	17,495	0	33,961	(11,562)	579,930
Voyage charters	36,351	0	881,603	0	0	0	917,954
Bareboat charters	18,387	0	0	0	0	0	18,387
FPSO contracts	0	0	0	210,816	0	0	210,816
Management fees and other	6,482	0	44,819	0	169,029	(2,026)	218,304
	594,514	6,742	943,917	210,816	202,990	(13,588)	1,945,391


					Year Ended December 31, 2021
					Year Ended December 31, 2021
					Year Ended December 31, 2021
				Teekay Tankers Conventional Tankers																		Teekay Tankers Conventional Tankers	Teekay Parent Marine Services and Other	Total

		Year Ended December 31, 2018
						$
		Teekay LNG Liquefied Gas Carriers	Teekay LNG Conven-tional Tankers			Teekay Tankers Conventional Tankers		Teekay Parent Offshore Production		Teekay Parent Other		Eliminations and Other		Total
																$

		Teekay LNG Liquefied Gas Carriers	Teekay LNG Conven-tional Tankers		Teekay Tankers Conventional Tankers		Teekay Parent Offshore Production		Teekay Parent Other		Eliminations and Other		Total

																	$	$			$
Voyage charters															Voyage charters				485,896	—			485,896
Time charters	Time charters	420,262	17,405		59,976		0		33,737		(9,418)		521,962		Time charters				46,159	2,220			48,379
Voyage charters		23,922	14,591		671,928		0		0		0		710,441
Bareboat charters		23,820	0		0		0		0		729		24,549
FPSO contracts	FPSO contracts	0	0		0		261,736		0		0		261,736		FPSO contracts				—	47,895			47,895
Management fees and other	Management fees and other	10,435	327		44,589		0		156,186		(1,737)		209,800		Management fees and other				10,312	90,026			100,338
		478,439	32,323		776,493		261,736		189,923		(10,426)		1,728,488
				542,367																		542,367	140,141	682,508


	December 31, 2020	December 31, 2019
	$	$
Total minimum lease payments to be received	780,360	1,115,968
Estimated unguaranteed residual value of leased properties	292,277	284,277
Initial direct costs and other	264	296
Less unearned revenue	(513,182)	(581,732)
Total net investments in direct financing and sales-type leases	559,719	818,809
Less credit loss provision	(31,078)	0
Total net investments in direct financing and sales-type leases, net	528,641	818,809
Less current portion	(14,826)	(273,986)
Net investments in direct financing and sales-type leases, net	513,815	544,823


	Depreciation and Amortization			Gain on sale and (Write-down) of assets			Equity income (loss)
	Year Ended December 31,			Year Ended December 31,			Year Ended December 31,
	2023	2022	2021	2023	2022	2021	2023	2022	2021
	$	$	$	$	$	$	$	$	$
Teekay Tankers - Conventional Tankers	(97,551)	(99,033)	(106,084)	10,360	8,888	(92,368)	3,432	244	(14,107)
Teekay Parent - Marine Services and Other	—	—	—	—	12,975	—	—	—	—

	(97,551)	(99,033)	(106,084)	10,360	21,863	(92,368)	3,432	244	(14,107)


	December 31, 2023 $	December 31, 2022 $

Teekay Tankers – Conventional Tankers	1,508,243	1,603,142
Teekay Parent – Marine Services and Other	35,840	44,333
Cash and cash equivalents	480,080	309,857
Short-term investments	172,604	210,000
Eliminations	(129)	(2,486)
Consolidated total assets	2,196,638	2,164,846


	Revenues (1)			Income (loss) from Vessel Operations (2)
	Year Ended December 31,			Year Ended December 31,
	2020	2019	2018	2020	2019	2018
	$	$	$	$	$	$
Teekay LNG
Liquefied Gas Carriers	591,103	594,514	478,439	226,093	300,520	169,918
Conventional Tankers	0	6,742	32,323	0	(1,267)	(21,319)
	591,103	601,256	510,762	226,093	299,253	148,599

Teekay Tankers
Conventional Tankers	886,434	943,917	776,493	141,572	123,883	7,204

Teekay Parent
Offshore Production	108,952	210,816	261,736	(38,054)	(208,167)	22,958
Other	229,183	202,990	189,923	(15,032)	(10,927)	(14,442)
	338,135	413,806	451,659	(53,086)	(219,094)	8,516

Eliminations and other	0	(13,588)	(10,426)	0	0	0
	1,815,672	1,945,391	1,728,488	314,579	204,042	164,319


	Year Ended December 31,
(U.S. dollars in millions)	2020	2019	2018
BP Plc (1)	(2)	$227.6 or 12%	$195.0 or 11%


	December 31, 2020 $	December 31, 2019 $
Teekay LNG – Liquefied Gas Carriers	4,647,242	5,249,465

Teekay Tankers – Conventional Tankers	1,743,013	2,140,652
Teekay Parent – Offshore Production	30,845	161,096
Teekay Parent – Other	60,002	80,455
Cash and cash equivalents	348,785	353,241
Other assets not allocated	132,425	102,701
Eliminations	(16,400)	(14,746)
Consolidated total assets	6,945,912	8,072,864


	Teekay LNG – Liquefied Gas Segment $	Conventional Tanker Segment $	Total $
Balance as of December 31, 2020	35,631	2,426	38,057
Balance as of December 31, 2019	35,631	2,426	38,057


	Gross Carrying Amount $	Accumulated Amortization $	Net Carrying Amount $
Customer contracts	179,813	(145,303)	34,510
Customer relationships	5,706	(3,717)	1,989
	185,519	(149,020)	36,499