TK 20-F Report ended Dec. 31, 2019

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•	our future financial condition and results of operations and our future revenues, expenses and capital expenditures, and our expected financial flexibility and sources of liquidity to pursue capital expenditures, acquisitions and other expansion opportunities, including vessel acquisitions;

•	our dividend policy and our ability to pay cash dividends on our shares of common stock or any increases in quarterly distributions, and the distribution and dividend policies of our publicly-listed subsidiaries, Teekay LNG and Teekay Tankers (or the Daughter Entities ), including the ability to increase the distribution levels of the Daughter Entities in the future;

•	meeting our going concern requirements and our liquidity needs, and the liquidity needs of Teekay LNG and Teekay Tankers, anticipated funds and sources of financing for liquidity needs and the sufficiency of cash flows, and our estimation that we will have sufficient liquidity for at least the next 12 months;

•	our ability and plans to obtain financing for new and existing projects, refinance existing debt obligations and fulfill our debt obligations;

•	our plans for Teekay Parent, which excludes our interests in the Daughter Entities and includes Teekay Corporation and its remaining subsidiaries, not to have a direct ownership in any floating production, storage and offloading (or FPSO ) units, and increase its free cash flow per share , reduce its net debt and further strengthen its balance sheet;

•	the expected scope, duration and effects of the novel coronavirus pandemic, including its impact on global supply and demand for liquefied natural gas (or LNG ) , liquefied petroleum gas (or LPG ) , crude oil and petroleum products and fleet utilization, and the consequences of any future epidemic or pandemic crises;

•	conditions and fundamentals of the markets in which we operate, including the balance of supply and demand in these markets and spot tanker charter rates and oil production and competition for providing services;

•	our expectations regarding tax liabilities and classifications;

•	offshore, LNG and LPG market conditions and fundamentals, including the balance of supply and demand in these markets and charter rates, and estimated growth in size of the world LNG and LPG fleets;

•	our expectations as to the useful lives of our vessels;

•	our future growth prospects;

•	the impact of future changes in the demand for and price of oil, and the related effects on the demand for and price of natural gas;

•	future oil production and refinery capacity;

•	expected costs , capabilities, acquisitions and conversions, and the commencement of any related charters or other contracts;

•	our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charter or on a short-term charter contract;

•	our expectations regarding the ability of our customers to make charter payments to us;

•	the expected future resumption of the LNG plant in Yemen operated by Yemen LNG Company Limited (or YLNG ) and the expected repayment of deferred hire amounts on Teekay LNG's two 52%-owned vessels, the Marib Spirit and Arwa Spirit ;

•	the expected technical and operational capabilities of the M-type, Electronically Controlled, Gas Injection (or MEGI ) twin engines in certain LNG carriers and expectations on improving performance on certain vessels where additional equipment will be installed to lower fuel consumption;

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our expectations regarding the timing and schedule for completion of the receiving and regasification terminal in Bahrain in accordance with all necessary conditions, requirements and applicable consents, which will be owned and operated by Bahrain LNG W.L.L., a joint venture owned by Teekay LNG (30%), National Oil & Gas Authority (or NOGA ) (30%), Gulf Investment Corporation (or GIC ) (24%) and Samsung C&T (or Samsung ) (16%) (or the Bahrain LNG Joint Venture ), as well as the current and future performance of the terminal (including assumptions concerning its operational status) and our expectation of continued receipt of terminal use payments from the customer under its long-term contract;

•	the expected sale of the non-U.S. portion of Teekay Tanker’s ship-to-ship support services business, as well as its LNG terminal management business;

•	Teekay Tankers’ expected recovery of fuel price increases from the charterers of its vessels through higher rates for voyage charters;

•	the future valuation or impairment of our assets, including our FPSO units and goodwill;

•	our expectations and estimates regarding future charter business, with respect to minimum charter hire payments, revenues and our vessels' ability to perform to specifications and maintain their hire rates in the future;

•	our ability to maximize the use of our vessels, including the redeployment or disposition of vessels no longer under long-term charter or whose charter contract is expiring in 2020 and 2021;

•	compliance with financing agreements and the expected effect of restrictive covenants in such agreements;

•	anticipated temporary removal of vessels from the global supply chain for drydocking and scrubber retrofitting;

•	operating expenses, availability of crew and crewing costs, number of off-hire days, dry-docking requirements and durations and the adequacy and cost of insurance;

•	the effectiveness of our risk management policies and procedures and the ability of the counterparties to our derivative and other contracts to fulfill their contractual obligations;

•	the impact on us and the shipping industry of environmental liabilities, including climate change;

•	the impact of any sanctions on our operations and our ongoing compliance with such sanctions;

•	the expected impact of the adoption of the “Poseidon Principles” by financial institutions;

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the impact and expected cost of, and our ability to comply with, new and existing governmental regulations and maritime self-regulatory organization standards applicable to our business, including the expected cost to install ballast water treatment systems (or BWTS ) on our vessels and the switch to burning low sulfur fuel in compliance with the International Marine Organization (or IMO ) proposals and the effect of IMO 2020, a new regulation for a 0.50% global sulfur cap for marine fuels effective January 1, 2020;

•	our ability to obtain all permits, licenses and certificates with respect to the conduct of our operations;

•	expected uses of proceeds from vessel or securities transactions;

•	the expectations as to the chartering of unchartered vessels;

•	the impact of our cost saving initiatives;

•	our entering into joint ventures or partnerships with companies;

•	our hedging activities relating to foreign exchange, interest rate and spot market risks, and the effects of fluctuations in foreign exchange, interest rate and spot market rates on our business and results of operations;

•	the expected timing of the transition away from the use of the London Inter-Bank Offered Rate (or LIBOR ) and the consequences relating to such transition;

•	the potential impact of new accounting guidance;

•	the expected impact of the adoption of new accounting standards; and

•	our business strategy and other plans and objectives for future operations.

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Item 1.	Identity of Directors, Senior Management and Advisors

Item 2.	Offer Statistics and Expected Timetable

Item 3.	Key Information

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(1)	Income from vessel operations includes, among other things, the following:

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(2)

On September 25, 2017, Teekay, Altera and Brookfield Business Partners L.P., together with its institutional partners (collectively, Brookfield ), completed a strategic partnership (or the 2017 Brookfield Transaction ), which resulted in the deconsolidation of Altera as of that date. For additional information regarding the deconsolidation of Altera, please read " Item 18 – Financial Statements : Note 4 – Deconsolidation and Sale of Altera ".

(3)	Total debt represents short-term debt, the current portion of long-term debt and long-term debt, and the current and long-term portion of obligations related to finance leases.

(4)

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

(a)	Foreign currency exchange loss (gain) includes the unrealized loss of $13.2 million in 2019 ( 2018 – gain of $21.2 million , 2017 – gain of $82.7 million , 2016 – gain of $75.0 million , and 2015 – loss of $89.2 million ) on cross currency swaps.

(b)

In June 2016, as part of its financing initiatives, Altera canceled the construction contracts for its two UMS newbuildings. As a result, Altera accrued for potential damages resulting from the cancellations and reversed contingent liabilities previously recorded that were relating to the delivery of the UMS newbuildings. This net loss provision of $23.4 million for the year ended December 31, 2016 was reported in other loss in our consolidated statement of income. The newbuilding contracts were held in Altera's separate subsidiaries and obligations of these subsidiaries were non-recourse to Altera.

(c)

During the year ended December 31, 2016, the Company recorded a write-down of a cost-accounted investment of $19.0 million . This investment was subsequently sold in 2017, resulting in a gain on sale of $1.3 million . During 2017, the Company recognized an additional tax indemnification guarantee liability of $50 million related to the Teekay Nakilat finance leases. For additional information, please read " Item 18 – Financial Statements : Note 15 – Other loss ".

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(d)

Adjustments related to equity (loss) income is a non-GAAP financial measure and should not be considered as an alternative to equity income or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjustments related to equity (loss) income exclude some, but not all, items that affect equity (loss) income, and these measures may vary among other companies. Therefore, adjustments related to equity (loss) income as presented in this Annual Report may not be comparable to similarly titled measures of other companies. Adjustments related to equity (loss) income includes depreciation and amortization, net interest expense, income tax expense (recovery), amortization of in-process revenue contracts, direct finance and sales-type lease payments received in excess of revenue recognized, write-down and loss (gain) on sales of vessels, realized and unrealized loss (gain) on derivative instruments and other items, realized loss (gain) on foreign currency forward contracts, and write-down and gain on sale of equity-accounted investments, in each case related to our equity-accounted entities, on the basis of our ownership percentages of such entities. Adjustments related to equity (loss) income are as follows:

(5)	Total capitalization represents total debt and total equity.

(6)	Net debt is a non-GAAP financial measure. Net debt represents total debt less cash, cash equivalents and restricted cash. Total net capitalization represents net debt and total equity.

•	fluctuations in worldwide and regional supply of, demand for and price of natural gas;

•	a reduction in or termination of production of oil at certain fields we service, which may reduce our revenues under production-based components of our FPSO unit contracts or life-of-field contracts;

•	reductions in revenues from certain FPSO unit contracts that are affected by changes to oil prices;

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•	lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us upon redeployment of our vessels, following expiration or termination of existing contracts or upon the initial chartering of vessels, or which may result in extended periods of our vessels being idle between contracts;

•	customers potentially seeking to renegotiate or terminate existing vessel contracts, failing to extend or renew contracts upon expiration, or seeking to negotiate cancelable contracts;

•	the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or

•	declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings.

•	deterioration of worldwide, regional or national economic conditions and activity, which could further reduce or prolong the recent significant declines in energy prices, or adversely affect global demand for LNG, LPG, crude oil and petroleum products, demand for our services, and time charter and spot rates;

•	disruptions to our operations as a result of the potential health impact on our employees and crew, and on the workforces of our customers and business partners;

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disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions (including for any of our onshore personnel or any of our crew members to timely embark or disembark from our vessels), increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements;

•	potential delays in the loading and discharging of cargo on or from our vessels, and any related off hire due to quarantine, worker health, or regulations, which in turn could disrupt our operations and result in a reduction of revenue;

•	potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, scheduled or unscheduled maintenance or modifications, or drydocking of, our vessels, as a result of a lack of berths available by shipyards from a shortage in labor or due to other business disruptions;

•	potential delays in vessel inspections and related certifications by class societies, customers or government agencies;

•	potential reduced cash flows and financial condition, including potential liquidity constraints;

•	reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial markets, including to the prices of publicly-traded securities of us, our peers and of listed companies generally;

•	a reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels;

•	a decline in the market value of our vessels, which may cause us to (a) incur impairment charges or (b) breach certain covenants under our financing agreements (including our secured facility agreements and financial leases) relating to vessel-to-loan covenants; and

•	potential deterioration in the financial condition and prospects of our customers, joint venture partners or business partners, or attempts by customers or third parties to invoke force majeure contractual clauses as a result of delays or other disruptions.

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•	the rates they obtain from their charters, voyages and contracts;

•	the price and level of production of, and demand for, crude oil, LNG and LPG;

•	the operating performance of our FPSO units, whereby receipt of incentive-based revenue from the FPSO units is dependent upon the fulfillment of the applicable performance criteria;

•	the level of their operating costs, such as the cost of crews and repairs and maintenance;

•	the number of off-hire days for their vessels and the timing of, and number of days required for, dry docking of vessels;

•	the rates, if any, at which our subsidiaries may be able to redeploy vessels, after they complete their charters or contracts and are redelivered to us;

•	the rates, if any, at which Teekay Tankers can deploy tankers in the spot market;

•	delays in the delivery of any future newbuildings or in any future conversions of upgrades of existing vessels, and the beginning of payments under charters relating to those vessels;

•	the utilization levels of their vessels trading in the spot or short-term market;

•	prevailing global and regional economic and political conditions;

•	currency exchange rate fluctuations; and

•	the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of business.

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•	the level of their capital expenditures, including for maintaining vessels or converting existing vessels for other uses and complying with regulations;

•	their debt service and cash reserve requirements, financial covenants and restrictions on distributions contained in their debt agreements, including financial ratio covenants which may indirectly restrict loans, distributions or dividends ;

•	fluctuations in their working capital needs;

•	their ability to make working capital borrowings; and

•	the amount of any cash reserves, including reserves for future maintenance capital expenditures, working capital and other matters, established by the Boards of Directors of the Daughter Entities at their discretion.

•	demand for oil and oil products;

•	supply of 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; and

•	changes in seaborne and other transportation patterns.

•	the number of newbuilding deliveries;

•	the scrapping rate of older vessels;

•	conversion of tankers to other uses;

•	the number of vessels that are out of service; and

•	environmental concerns and regulations.

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•	prevailing economic conditions in oil and energy markets;

•	a substantial or extended decline in demand for oil or natural gas;

•	increases in the supply of vessel capacity;

•	competition from more technologically advanced vessels;

•	the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise; and

•	a decrease in oil reserves in the fields and other fields in which our FPSO units or other vessels might otherwise be deployed.

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•	increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally;

•	increases in the cost of LPG relative to the cost of naphtha and other competing petrochemicals;

•	increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets;

•	decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other factors making consumption of natural gas less attractive;

•	increases in availability of additional sources of natural gas, including shale gas;

•	increases in the number of LNG or LPG newbuilding vessels, which could lead to an oversupply of vessels in the market and in turn create downward pressure on the demand for LNG and LPG shipping services;

•	increases in availability of alternative or renewable energy sources; and

•	negative global or regional economic or political conditions, particularly in LNG and LPG consuming regions, which could reduce energy consumption or its rate of growth, including labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification.

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•	the customer fails to make payments because of its financial inability, disagreements with us or otherwise;

•	we agree to reduce the payments due to us under a contract because of the customer’s inability to continue making the original payments;

•	upon our breach of the relevant contract, the customer exercises certain rights to terminate the contract; or

•	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.

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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.

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•	marine disaster;

•	bad weather or natural disasters;

•	mechanical failures;

•	grounding, fire, explosions and collisions;

•	piracy (hijacking and kidnapping);

•	cyber-attack;

•	acute-onset illness in connection with global or regional pandemics or similar public health crises;

•	human error; and

•	war and terrorism.

•	death or injury to persons, loss of property or environmental damage or pollution;

•	delays in the delivery of cargo;

•	loss of revenues from or termination of charter contracts;

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•	governmental fines, penalties or restrictions on conducting business;

•	higher insurance rates; and

•	damage to our reputation and customer relationships generally.

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

•	we will need to use a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to shareholders;

•	our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and

•	our debt level may limit our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions.

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•	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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•	renew existing charters and contracts of affreightment upon their expiration;

•	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.

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Item 4.	Information on the Company

A.	Overview, History and Development

•	Generate attractive long-term risk-adjusted returns, utilizing our market leading positions, global footprint 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.

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B.	Operations

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(1)	Includes a 70% interest in five LNG carriers, a 52% interest in six LNG carriers, a 50% interest in seven LNG carriers, a 40% interest in four LNG carriers, a 33% interest in four LNG carriers, a 30% interest in two LNG carriers, and a 20% interest in two LNG carriers.

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(2)	Includes a 50% interest in 20 LPG carriers.

(3)	Includes a 50% interest in all three LPG carriers.

(4)	VLCC is 50%-owned by Teekay Tankers.

•	vessel maintenance (including repairs and dry docking) and certification;

•	crewing by competent seafarers;

•	procurement of stores, bunkers and spare parts;

•	management of emergencies and incidents;

•	supervision of shipyard and projects during new-building and conversions;

•	insurance; and

•	financial management services.

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•	our vessels and operations adhere to our operating standards;

•	the structural integrity of the vessel is being maintained;

•	machinery and equipment are being maintained to give reliable service;

•	we are optimizing performance in terms of speed and fuel consumption; and

•	our vessels’ appearance supports our brand and meets customer expectations.

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C.	Organizational Structure

(1)	Teekay LNG is controlled by its general partner. Teekay Corporation indirectly owns a 100% beneficial ownership in the general partner. However, in certain limited cases, approval of a majority of the unitholders of Teekay LNG is required to approve certain actions.

(2)	Teekay Tankers has two classes of shares: Class A common stock and Class B common stock. Teekay Corporation indirectly owns 100% of the Class B shares which have up to five votes each but aggregate voting power capped at 49%. As a result of Teekay Corporation’s ownership of Class A and Class B shares, it holds aggregate voting power of 54.0% as of March 1, 2020 .

(3)

We are entitled to distributions on our general and limited partner interests in Teekay LNG. The general partner of Teekay LNG is also entitled to distributions payable with respect to incentive distribution rights. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved.

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D.	Property, Plant and Equipment

E.	Taxation of the Company

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Item 4A.	Unresolved Staff Comments

Item 5.	Operating and Financial Review and Prospects

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•	charges related to the depreciation and amortization of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of our vessels;

•	charges related to the amortization of dry-docking expenditures over the useful life of the dry dock; and

•	charges related to the amortization of intangible assets, including the fair value of time charters and customer relationships where amounts have been attributed to those items in acquisitions; these amounts are amortized over the period in which the asset is expected to contribute to our future cash flows.

•	Our revenues are affected by cyclicality in the tanker markets. The cyclical nature of the tanker industry causes significant increases or decreases in the revenue we earn from our vessels, particularly those we trade in the spot conventional tanker market.

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

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The novel coronavirus (COVID-19) pandemic is dynamic and expanding. The continuation of this outbreak likely will have, and the emergence of other epidemic or pandemic crises could have, material adverse effects on our business, results of operations, or financial condition. The novel coronavirus pandemic is dynamic and expanding, and its ultimate scope, duration and effects are uncertain. We expect that this pandemic likely will result in direct and indirect adverse effects on our industry and on our business, results of operations and financial condition. COVID-19 is anticipated to result in a significant decline in global demand for crude oil, refined petroleum products, LNG and LPG. Apart from a minority interest Teekay LNG has in an LNG receiving and regasification terminal, a majority of our business involves the transportation of crude oil, refined petroleum products, LNG and LPG on behalf of our customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services. At this stage, it is extremely difficult to determine the full impact of COVID-19 on our business. Effects of the current pandemic may include, among others: deterioration of worldwide, regional or national economic conditions and activity and of demand for oil, refined petroleum products, LNG and LPG; operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies and (c) maintenance, modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions; reduced cash flow and financial condition, including potential

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The size of and types of vessels in our fleet continues to change. Our results of operations reflect changes in the size and composition of our fleet due to certain vessel deliveries, vessel dispositions and changes to the number of vessels we charter in, as well as our entry into new markets. Please read “– Results of Operations” below for further details about vessel dispositions, deliveries and vessels chartered in. Due to the nature of our business, we expect our fleet to continue to fluctuate in size and composition.

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Vessel operating and other costs are facing industry-wide cost pressures . In 2019, we completed our LNG fleet expansion program with the building of 21 new vessels over a three-year period. This required significant investment in recruiting and training related sea- staff for the vessels. While we are always subject to commodity price and inflationary pressures for vessel operating expenses, we have been able to maintain our vessel operating expenses at or near inflationary levels for several years. We expect this to continue in the near term. However, regulatory compliance has increased cost pressures on operators in recent years, which may lead to increased operational expenses in the future.

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Our net income is affected by fluctuations in the fair value of our derivative instruments . Most of our existing cross currency and interest rate swap agreements and foreign currency forward contracts are not designated as hedges for accounting purposes. Although we believe the non-designated derivative instruments are economic hedges, the changes in their fair value are included in our consolidated statements of loss as unrealized gains or losses on non-designated derivatives. The unrealized changes in fair value do not affect our cash flows or liquidity.

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The amount and timing of dry dockings of our vessels can affect our revenues between periods. Our vessels are off-hire at various times due to scheduled and unscheduled maintenance. During 2019 and 2018 , on a consolidated basis, we incurred 886 and 451 off-hire days relating to dry docking, respectively. The financial impact from these periods of off-hire, if material, is explained in further detail below in "– Results of Operations”. Fourteen of our vessels are scheduled for dry docking during 2020 .

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

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The duration of some of our FPSO contracts is the life of the relevant oil field or is subject to extension by the field operator or vessel charterer. If the oil field no longer produces oil or is abandoned or the contract term is not extended, we will no longer generate revenue under the related contract and will need to seek to redeploy affected vessels. FPSO contracts under which our FPSO units operate are subject to extensions beyond their initial term. The likelihood of these contracts being extended may be negatively affected by reductions in oil field reserves, low oil prices generally or other factors. If we are unable to promptly redeploy any affected vessels at rates at least equal to those under the contracts, if at all, our operating results will be harmed. Any potential redeployment may not be under long-term contracts, which may affect the stability of our cash flow and our ability to make cash distributions. FPSO units, in particular, are specialized vessels that have very limited alternative uses and high fixed costs. In addition, FPSO units typically require substantial capital investments prior to being redeployed to a new field and production service agreement. Any idle time prior to the commencement of a new contract or our inability to redeploy the vessels at acceptable rates may have an adverse effect on our business and operating results.

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

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(1)

During 2019, Teekay Tankers' ship-to-ship transfer business provided operational and maintenance services to Teekay LNG Bahrain Operations L.L.C., an entity wholly-owned by Teekay LNG, for the LNG receiving and regasification terminal in Bahrain. Also during 2019, the Magellan Spirit LNG carrier was chartered by Teekay LNG to Teekay Parent for a short period of time. During 2018, Teekay Parent chartered in two LNG carriers from Teekay LNG until March and April 2018.

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an increase in income from vessel operations in Teekay LNG of $150.7 million due to write-downs in 2018 of three conventional tankers and four multi-gas vessels, deliveries to Teekay LNG of the Magdala, Myrina, Megara, Bahrain Spirit, Sean Spirit and Yamal Spirit LNG carrier newbuildings between February 2018 and January 2019, the charter-in of the Magellan Spirit LNG carrier, higher contribution from the Torben Spirit LNG carrier and seven multi-gas carriers due to higher average charter rates earned in 2019, and lower general and administrative expenses due primarily to reductions in legal and other professional fees incurred, partially offset by more off-hire days in the fleet in 2019 ; and

•	an increase in income from vessel operations in Teekay Tankers of $116.7 million due to higher overall average realized TCE rates earned in the spot tanker market;

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a decrease in income from vessel operations in Teekay Parent of $227.6 million due to write-downs in 2019 of our FPSO units of $178.3 million , lower contribution from Teekay Parent's three FPSO units as a result of planned maintenance shutdowns, lower production and lower oil prices, and the termination of contracts for managing drybulk entities, partially offset by a decrease in corporate expenses and by the redelivery of two in-chartered LNG carriers to Teekay LNG in 2018.

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(1)	Includes direct general and administrative expenses and indirect general and administrative expenses allocated to the liquefied gas carriers and conventional tankers based on estimated use of corporate resources.

(2)	Further information on Teekay LNG’s conventional tanker results can be found in “ Item 18 – Financial Statements : Note 3 – Segment Reporting .”

(3)	Calendar-ship-days presented relate to consolidated vessels.

•	an increase of $53.1 million as a result of write-downs in 2018 of three conventional tankers and four multi-gas vessels and the sales of the Teide Spirit, European Spirit, African Spirit, Toledo Spirit and Alexander Spirit , partially offset by a write-down of the Alexander Spirit in the third quarter of 2019;

•	an increase of $48.6 million due to the deliveries of the Sean Spirit, Bahrain Spirit and Yamal Spirit and commencement of their charter contracts;

•	an increase of $33.2 million primarily due to higher charter rates earned in 2019 on the Torben Spirit and our seven multi-gas carriers;

•	an increase of $12.3 million due to the deliveries of the Magdala, Myrina and Megara following the commencement of their charter contracts in 2018;

•	an increase of $8.9 million due to the reclassification of Awilco vessels as sales-type leases in the fourth quarter of 2019, resulting in a gain on the derecognition of vessels in the same period;

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an increase of $6.0 million primarily due to a reduction in legal and other professional fees incurred in 2019. During 2018, professional fees included amounts relating to the tax treatment dispute relating to the lease of three LNG carriers (or the RasGas II LNG Carriers ) in Teekay LNG's 70%-owned consolidated subsidiary Teekay Nakilat Corporation (or the RasGas II Joint Venture ) and claims against a Norway-based marine transportation company, I.M. Skaugen SE, for damages and losses for Teekay LNG's seven multi-gas carriers previously on charter to them; and

•	an increase of $3.2 million due to the Polar Spirit being off-hire for 35 days in 2018 primarily due to an incident investigation involving a collision with a small vessel and repositioning to other charters;

•	a decrease of $9.1 million due to the Madrid Spirit and Galicia Spirit being off-hire for 82 days and 38 days in 2019, respectively, and the impact of the depreciation of the Euro on Teekay LNG's Euro-denominated revenue and Euro-denominated operating expenses, partially offset by the Catalunya Spirit being off-hire for 28 days in 2018 for a scheduled dry docking; and

•	a decrease of $3.5 million due to decrease in operating expenses passed through to the charterer and due to declining revenue recognition for charter contracts accounted for as direct financing leases for the Tangguh Sago and Tangguh Hiri in 2019.

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•	an increase of $23.3 million due to the deliveries of the Pan Americas, Pan Europe, Pan Africa, Rudolf Samoylovich , Nikolay Yevgenov , Vladimir Voronin , Georgiy Ushakov and Yakov Gakkel following the commencement of their charter contracts in 2018 and 2019;

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an increase of $8.8 million due to recognition of dry-dock revenue upon completion of a dry dock for the Meridian Spirit , higher charter rates earned for the Arwa Spirit and Marib Spirit on one-year fixed-rate charter contracts commencing in the third quarter of 2019, higher fleet utilization in 2019, and lower interest expense as a result of the refinancing completed in 2018 in Teekay LNG's 52%-owned investment in the LNG carriers relating to MALT LNG Carriers; and

•	an increase of $7.9 million due to higher fixed and spot charter rates earned in Teekay LNG's 50%-ownership interest in Exmar LPG BVBA (or the Exmar LPG Joint Venture ) compared to 2018 ;

•	a decrease of $17.7 million due to mark-to-market changes for derivative instruments, resulting in the recognition of unrealized losses in 2019 compared to unrealized gains in 2018 ;

•	a decrease of $10.8 million due to the Bahrain Spirit floating storage unit chartered-in by the Bahrain LNG Joint Venture from Teekay LNG commencing in September 2018 not earning any sub-charter income in 2019; and

•	a decrease of $5.7 million due to a gain on the sale of Teekay LNG's interest in its 50%-owned joint venture with Exmar NV (or the Excelsior Joint Venture ) recorded in 2018.

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(1)	Calendar-ship-days presented relate to owned and in-chartered consolidated vessels.

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•	an increase of $129.3 million due to higher overall average realized spot tanker rates earned by Teekay Tankers' Suezmax, Aframax and LR2 product tankers;

•	an increase of $3.5 million due to improved net results from Teekay Tankers' full service lightering (or FSL ) activities from more voyage days and higher realized spot rates earned;

•	an increase of $3.4 million resulting from lower general and administrative expenses primarily due to non-recurring project expenses incurred in 2018;

•	a net increase of $2.3 million primarily due to the delivery of three Aframax and two LR2 chartered-in tankers in late 2018 and throughout 2019, partial ly offset by the redeliveries of various in-chartered tankers to their owners in the second and third quarters of 2018; and

•	an increase of $1.2 million as a result of restructuring charge incurred in the prior year;

•	a decrease of $10.2 million due to a higher number of off-hire days in 2019 resulting from dry dockings and higher off-hire bunker expenses compared to the prior year;

•	a decrease of $6.9 million due to lower revenues and loss on the sale of one Suezmax tanker in 2019 and the write-down of two Suezmax tankers that were classified as held for sale at December 31, 2019; and

•	a decrease of $6.4 million due to the amortization of first dry dockings for various former Tanker Investments Ltd. (or TIL ) vessels subsequent to Teekay Tankers' acquisition of TIL in late 2017.

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(1)	Includes direct general and administrative expenses and indirect general and administrative expenses allocated to offshore production, conventional tankers and other and corporate G&A based on estimated use of corporate resources.

(2)	Apart from three FPSO units in 2019 and 2018 , all remaining calendar-ship-days presented relate to in-chartered days.

•	a decrease of $ 178.3 million due to impairments of Teekay Parent's three FPSO assets in 2019.

•	a decrease of $ 24.4 million related to the Petrojarl Banff FPSO unit, primarily due to an increase in shutdown days for maintenance, lower oil prices in 2019, and a lower day rate commencing in 2019. These were partially offset by a decrease in repairs and maintenance costs in 2019;

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•	a decrease of $ 25.3 million related to the Petrojarl Foinaven FPSO unit, primarily due to lower production, an increase in shutdown days for maintenance, and lower tariff revenue earned in 2019; and

•	a decrease of $ 3.1 million related to the Sevan Hummingbird FPSO unit, primarily due to lower tariff revenue earned in 2019 as a result of lower oil prices and lower production in 2019. This was partially offset by lower depreciation as a result of a write-down of the unit in the third quarter of 2019.

•	an increase of $29.9 million primarily to the commencement of Teekay LNG's finance lease obligations upon the deliveries of the Myrina, Megara and Yamal Spirit LNG carriers and an increase in debt balance to pay for the final newbuilding installments on the Bahrain Spirit and Sean Spirit LNG carrier newbuilding deliveries;

•	an increase of $6.7 million primarily due to the additional interest expense incurred by Teekay Tankers with respect to three sale-leaseback financing transactions completed in September 2018, November 2018 and May 2019; and

•	an increase of $6.3 million due to decreases in capitalized interest in Teekay LNG in 2019 as a result of vessels delivered during 2018 and 2019;

•	net decrease of $13.8 million as a result of the repurchase of the 8.5% senior notes (or the 2020 Notes ), partially offset by an increase in debt issuance cost amortization and the higher interest rate for the 9.25% senior secured notes due November 2022 (or the 2022 Notes ) issued by Teekay Parent in May 2019 (please read " Item 18 – Financial Statements : Note 9 – Long-Term Debt ") ; and

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•	a decrease of $4.1 million relating to interest incurred by Teekay Parent in 2018 as a result of the prepayment of the outstanding amounts under one revolving credit facility and lower debt issuance cost amortization in 2019 on an amendment of another revolving credit facility.

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(1)	Euro-denominated and NOK-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rate as of December 31, 2019 .

(2)

Excludes expected interest payments of $20.1 million ( 2020 ), $11.6 million ( 2021 ), $6.2 million ( 2022 ), and $3.1 million ( 2023 ). Expected interest payments are based on NIBOR at December 31, 2019 , plus margins that range up to 6.0% , as well as the prevailing U.S. Dollar/NOK exchange rate as of December 31, 2019 . The expected interest payments do not reflect the effect of the related cross currency swaps that Teekay LNG has used as an economic hedge of its foreign exchange and interest rate exposure associated with its NOK-denominated long-term debt.

(3)

Giving effect to the debt refinancing completed in March 2020, excludes expected interest payments of $47.2 million ( 2020 ), $37.7 million ( 2021 ), $29.0 million ( 2022 ), $22.9 million ( 2023 ), $19.8 million ( 2024 ) and $58.8 million (beyond 2024 ). Expected interest payments are based on existing interest rates (fixed-rate loans), LIBOR or EURIBOR at December 31, 2019 , plus margins on debt that has been drawn that range up to 3.25% (variable-rate loans), as well as the prevailing U.S. Dollar/Euro exchange rate as of December 31, 2019 . The expected interest payments do not reflect the effect of related interest rate swaps that Teekay LNG has used as an economic hedge of certain of its variable-rate debt. In addition, the above table does not reflect scheduled debt repayments in Teekay LNG's equity-accounted joint ventures.

(4)	Includes, in addition to lease payments, amounts Teekay LNG may be or is required to pay to purchase the leased vessels at the end of their respective lease terms.

(5)	Teekay LNG has corresponding leases whereby it is the lessor and expects to receive approximately $196.6 million under those leases from 2020 to 2029.

(6)

The Bahrain LNG Joint Venture, in which Teekay LNG has a 30% ownership interest, has an LNG receiving and regasification terminal in Bahrain. The terminal is owned and operated under a 20-year agreement. As at December 31, 2019 , Teekay LNG's 30% share of the estimated remaining costs included in the table above is $11.4 million , of which the Bahrain LNG Joint Venture has secured undrawn debt financing of $10 million based on Teekay LNG's proportionate share.

(7)

Giving effect to the debt refinancing completed in January 2020, excludes expected interest payments of $22.4 million (2020), $17.8 million (2021) $12.7 million (2022), $9.7 million (2023) and $4.2 million (2024). Expected interest payments are based on the existing interest rates for fixed-rate loans of 5.4% and existing interest rates for variable-rate loans at LIBOR plus margins that range from 0.30% to 2.75% at December 31, 2019. The expected interest payments do not reflect the effect of related interest rate swaps that Teekay Tankers have used to hedge certain of its floating-rate debt.

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(8)	Excludes imputed interest payments of $31.0 million (2020), $28.9 million (2021), $26.7 million (2022), $24.3 million (2023), $21.8 million (2024) and $54.3 million (thereafter).

(9)	Excludes payments required if Teekay Tankers exercise all options to extend the terms of in-chartered leases signed as of December 31, 2018. If Teekay Tankers exercise all options to extend the terms of signed in-chartered leases, Teekay Tankers would expect total payments of $37.1 million (2020), and $25.5 million (2021) and $4.8 million (2022).

(10)

Excludes expected interest payments of $32.4 million ( 2020 ), $29.4 million ( 2021 ), $17.8 million ( 2022 ), and $0.3 million ( 2023 ). Expected interest payments are based on the existing interest rate for fixed-rate loans at 8.5% , 9.25% and 5.0% , and the existing interest rate for the variable-rate loan that is based on LIBOR plus a margin which was 3.95% as at December 31, 2019 . The expected interest payments do not reflect the effect of related interest rate swaps that Teekay Parent uses as an economic hedge of certain of its variable rate debt.

(11)	Teekay Parent in-charters two FSO units and two shuttle tankers from Altera. One of the FSO units are on-chartered to a third party. One of the FSO units and the two shuttle tankers are part of the service contracts of the Petrojarl Banff FPSO unit and the Petrojarl Foinaven FPSO unit, respectively.

(12)

Teekay Parent has an asset retirement obligation (or ARO ) relating to the sub-sea production facility associated with the Petrojarl Banff FPSO unit operating in the North Sea. This obligation generally involves the costs associated with the restoration of the environment surrounding the facility and removal and disposal of all production equipment. This obligation is expected to be settled at the end of the contract under which the FPSO unit currently operates. We expect that the ARO will be covered in part by contractual payments of approximately $8.4 million, presented in other non-current assets on our balance sheets, to be received from FPSO contract counterparties.

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(1)	Market values are based on second-hand market comparable values. Since vessel values can be volatile, our estimates of market value may not be indicative of either the current or future prices we could obtain if we sold any of the vessels.

(2)	Undiscounted cash flows for these vessels are marginally greater than their carrying values.

(3)	Undiscounted cash flows for these vessels are significantly greater than their carrying values.

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Item 6.	Directors, Senior Management and Employees

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(1)	Appointed Chair on June 10, 2019, replaces Bill Utt.

(2)	Chair of Nominating and Governance Committee.

(3)	Member of Audit Committee.

(4)	Member of Compensation and Human Resources Committee.

(5)	Appointed Director on June 10, 2019, replaces Tore I Sandvold. Peter Jansen also retired on June 10, 2019 and was not replaced.

(6)	Chair of Compensation and Human Resources Committee.

(7)	Member of Nominating and Governance Committee.

(8)	Chair of Audit Committee.

(9)	Appointed Employee Director on June 10, 2019, replaces Sean Day.

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•	the integrity of our consolidated financial statements;

•	our compliance with legal and regulatory requirements;

•	the independent auditors’ qualifications and independence; and

•	the performance of our internal audit function and independent auditors.

•	reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of these goals and objectives, and determines the Chief Executive Officer’s compensation;

•	reviews and approves the evaluation process and compensation structure for executive officers, other than the Chief Executive Officer, evaluates their performance and sets their compensation based on this evaluation;

•	reviews and makes recommendations to the Board regarding compensation for directors;

•	establishes and administers long-term incentive compensation and equity-based plans; and

•	oversees our other compensation plans, policies and programs.

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•	identifies individuals qualified to become Board members and recommends to the Board of Directors nominees for election as directors;

•	maintains oversight of the operation and effectiveness of the Board and our corporate governance and management;

•	develops, updates and recommends to the Board corporate governance principles and policies applicable to us, monitors compliance with these principles and policies; and

•	oversees the evaluation of the Board and its committees.

(1)

Includes 1,011,564 shares of common stock subject to stock options exercisable as of March 1, 2020 under our equity incentive plans with a weighted-average exercise price of $15.59 that expire between March 8, 2019 and March 12, 2028. Excludes 2,587,930 shares of common stock subject to stock options that may become exercisable after March 1, 2020 under the plans with a weighted average exercise price of $5.30, that expire between March 7, 2026 and March 12, 2028. Excludes shares held by our largest shareholder, Resolute, whose ultimate parent is Path Spirit Limited (or Path), which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. For additional information on the relationships between Resolute and certain of our directors, please see the section titled “ Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder”, below.

(2)

Each director is expected to hold shares of Teekay having a value of at least four times the value of the annual cash retainer paid to them for their Board service (excluding fees for Chair or Committee service) no later than March 1, 2020 or the fifth anniversary of the date on which the director joined the Board, whichever is later. In addition, each Executive Officer is expected to acquire shares of Teekay’s common stock equivalent in value to one to three times their annual base salary by 2018 or, for executive officers subsequently joining Teekay or achieving a position covered by the guidelines, within five years after the guidelines become applicable to them.

(3)	Based on a total of 100.8 million outstanding shares of our common stock as of December 31, 2019 . Each director and Executive Officer beneficially owns less than 1% of the outstanding shares of common stock.

Item 7.	Major Shareholders and Certain Relationships and Related Party Transactions

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(1)

Includes shared voting and shared dispositive power. The ultimate controlling person of Resolute is Path, which is the trust protector for the trust that indirectly owns all of Resolute’s outstanding equity. This information is based in part on the Schedule 13D/A (Amendment No. 10) filed by Resolute and Path with the SEC on January 29, 2018. Resolute’s beneficial ownership was 31.7% on March 1, 2020 , and 31.8% on March 1, 2019 . For additional information on the relationships between Resolute and certain of our directors, please see the section titled " Item 7 – Major Shareholders and Certain Relationships and Related Party Transactions – Relationships with our Major Shareholder”, below.

(2)	Includes sole voting power. This information is based on the Schedule 13G/A filed by this investor with the SEC on February 20, 2020.

(3)	Based on a total of 100.8 million outstanding shares of our common stock as of March 1, 2020 .

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•	Teekay Parent is obligated to offer to sell the Petrojarl Foinaven FPSO unit to Altera, subject to approvals required from the charterer. The purchase price for the Foinaven FPSO unit would be its fair market value plus any additional tax or other similar costs to Teekay Petrojarl that would be required to transfer the FPSO unit to Altera.

•	Teekay Parent owns the Petrojarl Banff and the Sevan Hummingbird FPSO units, which we will be obligated to offer to Altera in the future under the omnibus agreement following the commencement of a charter contract with a firm period of greater than three years' duration (which is not currently the case).

•	Teekay Parent is obliged to offer to sell its FPSO units to Altera, before it can offer to sell the FPSO units to third parties.

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Two of Altera’s shuttle tankers were chartered out to Teekay subsidiaries until March 31, 2017, under long-term bareboat charters, and as from April 1, 2017, have been chartered out to Teekay subsidiaries under long-term time charters. The two shuttle tankers are part of the service contract of the Petrojarl Foinaven FPSO unit. Prior to the completion of the 2019 Brookfield Transaction and p ursuant to these charter contracts, Altera earned revenues of $14.4 million, $42.0 million , and $33.3 million , respectively, for 2019 , 2018 , and 2017 . This time-charter terminated in March 2020, concurrently with the commencement of the new contract structure for the Petrojarl Foinaven FPSO unit.

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During 2019 , three (three in 2018 and 2017 ) of Altera’s FSO units were chartered out to Teekay subsidiaries under long-term bareboat charters. Two of the FSO units are on-chartered to third parties, of which one contract terminated in April 2019. One of the FSO units is part of the service contract of the Petrojarl Banff FPSO unit. Prior to the completion of the 2019 Brookfield Transaction and p ursuant to these charter contracts, Altera earned revenues of $6.4 million, $14.3 million , and $16.2 million , respectively, for 2019 , 2018 , and 2017 .

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Since April 2008, Teekay had chartered in from Teekay LNG the LNG carriers Arctic Spirit and Polar Spirit under a fixed-rate time charter for a period of ten years. The contracts for Arctic Spirit and Polar Spirit terminated in March and April 2018, respectively. During 2019, Teekay LNG chartered in the Magellan Spirit LNG carrier from Teekay Parent on a short-term time-charter contract. During 2019 , 2018 , and 2017 , Teekay LNG earned revenues of $11.6 million , $9.4 million , and $36.4 million , respectively, under these time-charter contracts.

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Item 8.	Financial Information

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Item 9.	The Offer and Listing

Item 10.	Additional Information

(a)	Agreement dated August 23, 2006, for a $330,000,000 Secured Reducing Revolving Loan Facility among Teekay LNG Partners L.P., ING Bank N.V. and various other banks (no longer in effect). Please read Note 9 to the Consolidated Financial Statements of Teekay Corporation included herein for a summary of certain contract terms relating to our loan facilities.

(b)	Annual Executive Bonus Plan.

(c)	Amended 2003 Equity Incentive Plan.

(d)	Amended 1995 Stock Option Plan.

(e)	Amended and Restated Rights Agreement, dated as of July 2, 2010, between Teekay Corporation and The Bank of New York, as Rights Agent.

(f)

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.

(g)	Indenture dated January 27, 2010, among Teekay Corporation and The Bank of New York Mellon Trust Company, N.A. for $450,000,000 8.5% Senior Unsecured Notes due 2020 (no notes currently outstanding).

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(h)	2013 Equity Incentive Plan.

(i)	Agreement dated December 21, 2012, for a $200,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(j)	Amendment Agreement No. 1 dated December 18, 2013, for a $300,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(k)	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.

(l)	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.

(m)	Amendment Agreement No. 2 dated December 19, 2014, for a $500,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(n)	Amendment Agreement No. 3 dated October 2, 2015, for a $500,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(o)	Amendment Agreement No. 4 dated December 17, 2015, for a $300,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(p)	First Supplemental Indenture dated November 16, 2015, among Teekay Corporation and The Bank of New York Mellon Trust Company, N.A. for $200,000,000 8.5% Senior Unsecured Notes due 2020 (no notes currently outstanding).

(q)	Purchase Agreement dated as of November 10, 2015, between Teekay Corporation and J.P. Morgan Securities LLC, for itself and on behalf of the several initial purchasers listed in Schedule 1 thereto (no longer in effect).

(r)	Registration Rights Agreement dated November 16, 2015, by and among Teekay Corporation and J.P. Morgan Securities LLC, for itself and as representative of the several initial purchasers listed in Schedule 1 thereto (no longer in effect).

(s)	Secured Term Loan and Revolving Credit Facility Agreement dated January 8, 2016, between Teekay Tankers Ltd., Nordea Bank Finland PLC and various other banks, for a $894.4 million long-term debt facility, consisting of both a term loan and a revolving credit facility, which is scheduled to mature in January 2021 (canceled in January 2020).

(t)	Share Purchase Agreement dated May 18, 2016, by and among Teekay Corporation and the purchasers named therein.

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

(v)	Equity Distribution Agreement, dated September 9, 2016, between Teekay Corporation and Citigroup Global Markets Inc. (no longer in effect).

(w)	Warrant Agreement dated September 25, 2017, between Altera and Teekay Shipping Limited (canceled in January 2020).

(x)	Second Amended and Restated Limited Liability Company Agreement of Altera GP, dated September 25, 2017, by and between Teekay Holdings Limited and Brookfield TK TOGP L.P, as amended.

(y)	Registration Rights Agreement dated September 25, 2017, by and between Altera, Teekay Corporation and Brookfield TK TOLP L.P.

(z)	Investment Agreement dated July 26, 2017, between Altera and Teekay Holdings Limited

(aa)	Purchase Agreement dated July 26, 2017, between Teekay Holdings Limited and Brookfield TK TOGP L.P.

(ab)	Amended and Restated Subordinate Promissory Note dated July 26, 2017, by and between Altera, Teekay Corporation and Brookfield TK TOLP L.P.

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

(ad)	Trademark License Agreement dated September 25, 2017, by and between Teekay Corporation and Altera.

(ae)	Indenture dated as of January 26, 2018, between Teekay Corporation and The Bank of New York Mellon, as Trustee .

(af)	Underwriting Agreement dated January 24, 2018, by and between Teekay Corporation, Morgan Stanley & Co. LLC, and J.P. Morgan Securities LLC, acting on behalf of themselves and on behalf of the several purchases listed on Schedule I thereto.

(ag)	Purchase Agreement dated January 24, 2018, by and between Teekay Corporation, Morgan Stanley & Co. LLC, and J.P. Morgan Securities LLC, acting on behalf of themselves and on behalf of the several purchases listed on Schedule I thereto.

(ah)	Amendment Agreement No. 8 dated December 24, 2018, for a $200,000,000 Margin Loan Agreement among Teekay Finance Limited, Citibank, N.A. and others.

(ai)	Equity Distribution Agreement dated April 24, 2019, between Teekay Corporation and Citigroup Global Markets Inc.

(aj)	Securities and Loan Purchase Agreement, dated April 29, 2019 among Teekay Corporation, Teekay Finance Limited, Teekay Holdings Limited, Teekay Shipping Limited, Brookfield TK TOLP L.P. and Brookfield TK TOGP L.P.

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

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(al)	Second Supplemental Indenture dated May 13, 2019, among Teekay Corporation and The Bank of New York Mellon Trust Company, N.A., for the 8.5% Senior Unsecured Notes due 2020.

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

(an)	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.

•	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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•	the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for our common stock;

•	the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income in the current taxable year;

•	the amount allocated to each of the other taxable years would be subject to U.S. federal income tax at the highest rate of tax in effect for the applicable class of taxpayer for that year; and

•	an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

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Item 11.	Quantitative and Qualitative Disclosures About Market Risk

(1)	Average contractual exchange rate represents the contracted amount of foreign currency one U.S. Dollar will buy.

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

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(1)

Rate refers to the weighted-average effective interest rate for our short-term debt, long-term debt and obligations related to finance leases, including the margin we pay on our floating-rate debt, which, as of December 31, 2019 , ranged from 0.3% to 3.95% 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.

(2)	Interest payments on U.S. Dollar-denominated debt and interest rate swaps are based on LIBOR.

(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 the prevailing exchange rate as of December 31, 2019 .

(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 5.92% to 7.89% , and the transfer of principal fixed at $382.5 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)	The average interest rate is the weighted-average interest rate implicit in the obligations related to fixed-rate finance leases at the inception of the leases.

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

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

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Item 12.	Description of Securities Other than Equity Securities

Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.	Controls and Procedures

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Item 16A.	Audit Committee Financial Expert

Item 16B.	Code of Ethics

Item 16C.	Principal Accountant Fees and Services

(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 2019 and 2018 include approximately $928,300 and $859,000 , 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 2019 and 2018 include approximately $588,200 and $517,000 , 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 primarily of accounting consultations, employee benefit plan audits, services related to business acquisitions, divestitures and other attestation services.

(3)	For 2019 and 2018 , tax fees principally included corporate tax compliance fees.

Item 16D.	Exemptions from the Listing Standards for Audit Committees

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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Item 16F.	Change in Registrant’s Certifying Accountant

Item 16G.	Corporate Governance

•	In lieu of obtaining shareholder approval prior to the adoption of equity compensation plans, the Board of Directors approves such adoption, as permitted by New York Stock Exchange rules for foreign private issuers.

Item 16H.	Mine Safety Disclosure

Item 17.	Financial Statements

Item 18.	Financial Statements

Item 19.	Exhibits

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

(2)	Previously filed as an exhibit to the Company’s Registration Statement on Form F-1 (Registration No. 33-7573-4), filed with the SEC on July 14, 1995, and hereby incorporated by reference to such Registration Statement.

(3)	Previously filed as an exhibit to the Company’s Form 6-K (File No.1-12874), filed with the SEC on May 2, 2000, and hereby incorporated by reference to such Report.

(4)	Previously filed as an exhibit to the Company’s Annual Report on Form 20-F (File No.1-12874), filed with the SEC on April 2, 2001, and hereby incorporated by reference to such Report.

(5)	Previously filed as exhibit 4.28 to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 8, 2005, and hereby incorporated by reference to such Report.

(6)	Previously filed as exhibit 1.2 to the Company’s Form 8-A/A (File No.1-12874), filed with the SEC on July 2, 2010, 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)	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.

(9)	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.

(10)	Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 25, 2012, and hereby incorporated by reference to such Report.

(11)	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, 2013, and hereby incorporated by reference to such Report.

(12)	Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 28, 2014, and hereby incorporated by reference to such Report.

(13)	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.

(14)	Previously filed as an exhibit to the Company’s Report on Form 20-F (File No. 1-12874), filed with the SEC on April 26, 2016, and hereby incorporated by reference to such Report.

(15)	Previously filed as exhibits 10.1 and 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.

(16)	Previously filed as exhibits 10.1, 10.2 and 10.3 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on August 1, 2017, and hereby incorporated by reference to such Report.

(17)	Previously filed as exhibits 4.2, 4.3, 10.4 and 10.5 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.

(18)	Previously filed as exhibit 4.1, 1.1 to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on April 24, 2019, and hereby incorporated by reference to such Report.

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

(20)	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.

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(21)	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.

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(1)	Includes earnings attributable to common shares and preferred shares.

(2)

Subsequent to the formation of Altera, Teekay sold certain vessels to Altera. Even though Altera was a non-wholly-owned consolidated subsidiary of Teekay at the date of the sales, all of the gain or loss on sales of these vessels was fully eliminated upon consolidation. Consequently, the portion of the gain or loss attributable to Teekay’s reduced interest in the vessels was deferred. The total unrecognized net deferred gain relating to the vessels previously sold from Teekay to Altera was $349.6 million . Upon deconsolidation of Altera, such amount was recognized as an increase to net loss attributable to non-controlling interests for the year ended December 31, 2017.

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•

Prior to January 1, 2018, the Company presented the net allocation for its vessels participating in RSAs in existence at that time as net pool revenues. Effective January 1, 2018, the Company has determined, for accounting purposes, that it is the principal in voyages its vessels perform that are subject to the RSAs. As such, the revenue from those voyages is presented in revenues and the difference between this amount and the Company's net allocation from the RSA is presented as voyage expenses. This had the effect of increasing both revenues and voyage expenses for the year ended December 31, 2018 by $292.6 million . There was no cumulative impact to opening equity as at January 1, 2018.

•

The Company manages vessels owned by its equity-accounted investments and third parties. Upon the adoption of ASU 2014-09, costs incurred by the Company for its seafarers are presented as vessel operating expenses and the reimbursement of such expenses are presented as revenue, instead of such amounts being presented on a net basis. This had the effect of increasing both revenues and vessel operating expenses for the year ended December 31, 2018 by $82.9 million . There was no cumulative impact to opening equity as at January 1, 2018.

•

The Company previously presented all accrued revenue as a component of accounts receivable. The Company has determined that if the right to such consideration is conditioned upon something other than the passage of time, such accrued revenue should be presented apart from accounts receivable. This had the effect of increasing prepaid expenses and other and decreasing accounts receivable by $20.2 million as at December 31, 2018 . There was no cumulative impact to opening equity as at January 1, 2018.

•

In certain cases, the Company incurs pre-operational costs relating directly to a specific customer contract, that generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, whereby such costs are expected to be recovered via the customer contract. Such costs are now deferred and amortized over the duration of the customer contract. The Company previously expensed such costs as incurred unless the costs were directly reimbursable by the contract or if they were related to the mobilization of offshore assets to an oil field. This change had the effect of increasing o ther non-current assets by $3.5 million , investments in and loans to equity-accounted joint ventures by $2.2 million and equity by $5.7 million as at December 31, 2018 . This change did not have a material effect on the consolidated statements of loss for the year ended December 31, 2018 . The cumulative increase to opening equity as at January 1, 2018 was $4.1 million .

•

The Company at times will enter into charter contracts that have annual performance measures that may result in the Company receiving additional consideration each year based on the annual performance measure result for such year. The Company previously recognized such consideration upon completion of the annual performance period. Upon adoption of ASU 2014-09, the portion of such consideration allocable to the non-lease element of charter contracts is included in the determination of the contract consideration and recognized over the annual performance period. There was no impact for the year ended December 31, 2018 and no cumulative impact to opening equity as at January 1, 2018 as the end of the annual performance period is December 31st.

•

The adoption of ASU 2016-02 resulted in a change in the accounting method for the lease portion of the daily charter hire for the chartered-in vessels by the Company and the Company's equity-accounted joint ventures accounted for as operating leases with firm periods of greater than one year, as well as a small number of office leases. Under ASU 2016-02, the Company and the Company's equity-accounted joint ventures recognized an operating lease right-of-use asset and operating lease liability on the consolidated balance sheet for these charters and office leases based on the present value of future minimum lease payments, whereas previously no right-of-use asset or lease liability was recognized. This resulted in an increase in the Company's and its equity-accounted joint ventures' assets and liabilities. The pattern of expense recognition of chartered-in vessels remains substantially unchanged from the prior policy, unless the right-of-use asset becomes impaired. On January 1, 2019, a right-of-use asset of $170.0 million and a lease liability of $170.0 million were recognized for these chartered-in vessels. In addition, the existing carrying value of the Company's chartered-in vessels was reclassified from other non-current assets ( $13.7 million ) and from other long-term liabilities ( $0.9 million ) to a right-of-use asset as at January 1, 2019. The Company also recognized a right-of-use asset and liability for its office leases as at January 1, 2019, which is presented in other non-current assets and accrued liabilities and other, respectively. On December 31, 2019 , the right-of-use asset and lease liability relating to the Company's chartered-in vessels were $148.6 million and $148.6 million , respectively, and the right-of-use asset and lease liability relating to office leases were $13.7 million and $13.9 million , respectively, and $0.2 million was reflected as a foreign exchange loss for the year ended December 31, 2019 .

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•

The adoption of ASU 2016-02 resulted in the recognition of revenue from the reimbursement of scheduled dry-dock expenditures, where a charter contract is accounted for as an operating lease, occurring upon completion of the scheduled dry-dock, instead of ratably over the period between the previous scheduled dry-dock and the next scheduled dry-dock. This change decreased investment in and loans to equity-accounted investments by $0.1 million and decreased total equity by $0.1 million as at December 31, 2019 . The cumulative decrease to opening equity as at January 1, 2019 was $0.1 million .

•	The adoption of ASU 2016-02 resulted in direct financing and sales-type lease payments received being presented as an operating cash inflow instead of an investing cash inflow in the Company's consolidated statement of cash flows. Direct financing and sales-type lease payments received during the year ended December 31, 2019 was $17.1 million ( December 31, 2018 – $10.9 million ).

•

The adoption of ASU 2016-02 resulted in sale and leaseback transactions where the seller lessee has a fixed price repurchase option or other situations where the leaseback would be classified as a finance lease being accounted for as a failed sale of the vessel and a failed purchase of the vessel by the buyer lessor. Prior to the adoption of ASU 2016-02, such transactions were accounted for as a completed sale and a completed purchase. Consequently, for such transactions, the Company did not derecognize the vessel sold and continues to depreciate the vessel as if it was the legal owner. Proceeds received from the sale of the vessel were recognized as a financial liability and bareboat charter hire payments made by the Company to the lessor were allocated between interest expense and principal repayments on the financial liability. The adoption of ASU 2016-02 resulted in the sale and leaseback of the Yamal Spirit , the Torben Spirit , the Cascade Spirit and the Aspen Spirit during 2019 being accounted for as failed sales, and unlike the 22 vessels sold and leased back in similar transactions in prior years, the Company was not considered as holding a variable interest in the buyer lessor entity and thus, did not consolidate the buyer lessor entities (see Note 11 ).

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(1)	The year ended December 31, 2017 does not include the impact of the January 1, 2018 adoption of ASU 2014-09 .

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(1)	Reimbursement for vessel operating expenditures and dry-docking expenditures received from the Company's customers relating to such costs incurred by the Company to operate the vessel for the customer.

(2)	Compensation from time charter contracts based on spot market rates in excess of a base daily hire amount, production tariffs based on the volume of oil produced, the price of oil, and other monthly or annual operational performance measures.

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(1)	The year ended December 31, 2017 does not include the impact of the January 1, 2018 adoption of ASU 2014-09.

(2)	The amounts in the table below represent revenue earned by each segment from other segments within the group. Such intersegment revenue for the years ended 2019 , 2018 and 2017 are as follows:

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

(4)	On September 25, 2017, the Company deconsolidated Altera (see Note 4 ). The figures above include those of Altera until the date of deconsolidation.

(1)	On September 25, 2017, the Company deconsolidated Altera (see Note 4 ). The figures above include those of Altera until the date of deconsolidation.

(2)	Altera Segment, Teekay LNG Segment — Liquefied Gas Carriers, Teekay Tankers Segment — Conventional Tankers, Teekay Parent Segment — Offshore Production, and Teekay Parent Segment — Conventional Tankers.

(3)	Altera Segment, Teekay LNG Segment – Liquefied Gas Carriers, Teekay Tankers Segment – Conventional Tankers, and Teekay Parent Segment – Conventional Tankers.

(4)	Less than 10%.

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(1)	On September 25, 2017, the Company deconsolidated Altera (see Note 4 ). The figures above include those of Altera until the date of deconsolidation.

(2)

Commencing on September 25, 2017 and prior to its sale in May 2019, the Company accounted for its investment in Altera using the equity method, and recognized equity losses of $75.8 million and $6.9 million for the years ended December 31, 2019 and December 31, 2018, respectively, and an equity loss of $2.5 million for the post-deconsolidation period ended December 31, 2017. During the year ended December 31, 2019, the Company wrote-down the investment in Altera by $64.9 million and recognized a loss on sale of $8.9 million .

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(1)	In May 2017, Teekay Tankers issued Class B common stock to the Company as consideration for its acquisition of the remaining 50% interest in TTOL.

(2)

During 2017, Altera issued common units (including the general partner's 2% proportionate capital contribution) as a payment-in-kind for the distributions on Altera's 8.60% Series C-1 Cumulative Convertible Perpetual Preferred Units (or the Series C-1 Preferred Units ) and 10.50% Series D Cumulative Convertible Perpetual Preferred Units (or the Series D Preferred Units ) and on Altera's common units and general partner interest held by subsidiaries of Teekay.

(3)	In November 2017, Teekay Tankers issued Class A common shares to the shareholders of TIL as consideration for the Teekay Tankers' acquisition of the remaining 88.7% interest (including Teekay Parent's 8.2% interest) in TIL. The shares had an approximate value of $151.3 million , or $1.70 per share, when the purchase price was agreed between the parties.

(4)	Number of shares for historical equity financing transactions have been adjusted for Teekay Tankers' one-for-eight reverse stock split completed in November 2019.

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(1)	Represents the off-market in-charter contracts between the Company and Altera for two FSO units. On January 1, 2019, upon the adoption of ASU 2016-02, the existing carrying value of the Company's chartered-in vessels was reclassified from other intangible assets to a right-of-use asset.

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(1)	The fair value of the Company’s interest rate swap and cross currency swap agreements at December 31, 2019 includes $3.4 million ( December 31, 2018 – $3.2 million ) accrued interest expense which is recorded in accrued liabilities on the consolidated balance sheets.

(2)	In the consolidated financial statements, the Company’s loans to and investments in equity-accounted investments form the aggregate carrying value of the Company’s interests in entities accounted for by the equity method. The fair value of the individual components of such aggregate interests is not determinable.

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(1)	In May 2019, the Company completed a cash tender offer and purchased $460.9 million in aggregate principal amount of the 2020 Notes and issued $250.0 million in aggregate principal amount of 9.25% senior secured notes at par due November 2022. The Company recognized a loss of $10.6 million on the purchase of the 2020 Notes for the year ended December 31, 2019 (see Note 9).

(2)

During September 2019, Teekay LNG refinanced the Torben Spirit by acquiring the Torben Spirit from its original Lessor and then selling the vessel to another Lessor and leasing it back for a period of 7.5 years. As a result of this refinancing transaction, the Partnership recognized a loss of $1.4 million for the year ended December 31, 2019 on the extinguishment of the original finance lease (see Note 11).

(3)

Following the termination of the finance lease arrangements for the RasGas II LNG Carriers in 2014, the lessor made a determination that additional rentals were due under the leases following a challenge by the UK taxing authority. As a result, in 2017 the Teekay Nakilat Joint Venture recognized an additional liability, which was included as part of other loss in the Company's consolidated statements of loss .

(4)	Related to settlements and accruals made prior to September 2017 as a result of claims and potential claims made against Logitel Offshore Holding AS (or Logitel ), a company acquired by Altera in 2014. Altera was deconsolidated in September 2017 (see Note 4 ).

(1)	Average contractual exchange rate represents the contracted amount of foreign currency one U.S. Dollar will buy.

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(1)	Excludes the margins the Company pays on its variable-rate debt, which, as of December 31, 2019 , ranged from 0.3% to 3.95% .

(2)	Includes interest rate swaps with the notional amount reducing quarterly or semi-annually. Three interest rate swaps are subject to mandatory early termination in 2020, 2021 and 2024, at which time the swaps will be settled based on their fair value.

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(1)	Represents accrued interest related to derivative instruments recorded in accrued liabilities and other on the consolidated balance sheets (see Note 7).

(2)	Represents the current portion of derivative liabilities recorded in accrued liabilities and other on the consolidated balance sheets (see Note 7).

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(1)	See Note 1 – adoption of ASU 2017-12.

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(i)	In June 2019, Teekay LNG entered into an agreement with a contractor to supply equipment on certain of its LNG carriers in 2021 and 2022, for an estimated installed cost of approximately $60.6 million . As at December 31, 2019 , the estimated remaining cost of this installation is $49.7 million .

(ii)	Teekay LNG has a 30% ownership interest in the Bahrain LNG Joint Venture which has an LNG receiving and regasification terminal in Bahrain. The Bahrain LNG Joint Venture has secured undrawn debt financing of $34 million , of which $10 million relates to Teekay LNG's proportionate share of the commitments included in the table above.

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c)

Cash interest paid, including realized interest rate swap settlements, during the years ended December 31, 2019 , 2018 , and 2017 , totaled $290.3 million , $242.9 million and $319.6 million , respectively. In addition, during the years ended December 31, 2019 , 2018 , and 2017 , cash interest paid relating to interest rate swap amendments and terminations totalled $nil , $13.7 million and $0.6 million , respectively .

d)	During the year ended December 31, 2019 , the Company entered into new or extended operating leases, primarily for in-chartered vessels, which resulted in the recognition of additional operating lease right-of-use assets and operating lease liabilities of $47.7 million .

e)

The associated sales of the Toledo Spirit and Teide Spirit by its owner during the years ended December 31, 2019 and December 31, 2018 , respectively, resulted in the vessels being returned to their owner with the obligations related to finance lease being concurrently extinguished. As a result, the sales of the vessels and the concurrent extinguishment of the corresponding obligations related to finance lease of $23.6 million and $23.1 million for the years ended December 31, 2019 and December 31, 2018 , respectively, were treated as non-cash transactions in the Company's consolidated statements of cash flows.

f)	As described in Note 23 , in November 2017, Teekay Tankers acquired the outstanding shares of TIL through issuing 11.1 million Class A common shares, which was treated as a non-cash transaction in the Company's consolidated statement of cash flows. As a result of this transaction, Teekay Tankers acquired $37.6 million in cash and paid $6.8 million in professional fees.

g)	In 2017, the portion of the distributions paid in kind by Altera to the unitholders of Series C-1 Preferred Units and Series D Preferred Units of $12.7 million was treated as a non-cash transaction in the consolidated statements of cash flows.

h)

As at December 31, 2018, the Partnership had advanced $79.1 million to the Bahrain LNG Joint Venture and these advances were repayable on November 14, 2019. On the repayment date, the Partnership agreed to convert $7.9 million of advances into equity and agreed to convert the remaining advances of $71.2 million into a subordinated loan at an interest rate of 6% with no fixed repayment terms. Both of these transactions were treated as non-cash transactions in the Partnership's consolidated statements of cash flows for the year ended December 31, 2019.

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(1)

During the year ended December 31, 2019, the Company took impairment charges in respect of all three of its FPSO-related assets. The Company has continued to follow its strategy of contract extensions and a potential sale of any or all of the three FPSOs. Substantially all of the $178.3 million impairment in the year ended December 31, 2019 relates to the write-down of two of the Company’s FPSO units. The Company has determined the estimated fair value of one of the units based on the expected sales price and the other unit using a discounted cash flow approach. The discounted cash flow approach used includes scenarios consisting of sale of the unit following expiration of the existing customer contract, sale of the unit in early 2020 and extension of the existing customer contract, weighted based on the likelihood of them occurring. Cash flow projections have been discounted at an estimated market participant rate of 9.5% . Cash flow projections are based on current and project charter rates and operating costs. The projected future use of the unit takes into consideration the Company’s projected charter rates that could be contracted in future periods. In establishing this estimate, the Company has considered current discussions with potential customers, and historical experience redeploying FPSO units. Estimated proceeds from the potential sale of the unit are based on prior discussions with potential buyers of the Company's FPSO units.

(2)	Teekay LNG commenced marketing the Alexander Spirit conventional tanker for sale in the second quarter of 2019 and sold the vessel in October 2019 for net proceeds of $11.5 million .

(3)

In the fourth quarter of 2019, Teekay LNG derecognized two LNG carriers, the WilPride and WilForce , as a result of contract amendments that lead to the reclassification of these operating leases to sales-type leases. Teekay LNG recognized a gain of $14.3 million upon derecognition of the vessels for the year ended December 31, 2019. In January 2020, the lessee purchased both vessels (see Note 24).

(4)

In June 2018, the carrying values for four of Teekay LNG's seven wholly-owned multi-gas carriers, the Napa Spirit , Pan Spirit , Cathinka Spirit and Camilla Spirit , were written down to their estimated fair value, using appraised values, as a result of Teekay LNG's evaluation of alternative strategies for these assets, the current charter rate environment and the outlook for charter rates for these vessels.

(5)

During the year ended December 31, 2018, Teekay LNG recorded write-downs on the European Spirit and African Spirit Suezmax tankers to their estimated resale value. In the fourth quarter of 2018, Teekay LNG sold the European Spirit and African Spirit for net proceeds of $15.7 million and $12.8 million , respectively, using the net proceeds from the sales primarily to repay its existing term loans associated with the vessels.

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(6)

Under Teekay LNG's charter contracts for the Teide Spirit and Toledo Spirit Suezmax tankers, the charterer, who is also the owner of the vessels, has the option to cancel the charter contracts 13 years following commencement of the respective charter contracts. During 2018, the charterer sold the Teide Spirit to a third party and gave formal notification to Teekay LNG of its intention to terminate its charter contract subject to certain conditions being met and the receipt of certain third-party approvals. In November 2018, the owner and charterer of the Toledo Spirit reached an agreement to sell the vessel and delivered the vessel to the buyer in January 2019. Teekay LNG wrote down the vessels to their estimated fair values based on their expected future discounted cash flows.

(7)

Teekay Tankers recognized a loss on sale of a vessel of $2.3 million relating to one Suezmax vessel, which was sold and delivered to its buyer in the fourth quarter of 2019. In 2019, Teekay Tankers agreed to sell two Suezmax tankers for an aggregate sales price of $38 million . Both tankers were delivered to their new owners in February 2020 (see Note 24). The vessels and the related bunkers, the vessel disposal group, were classified as held for sale as at December 31, 2019 and written down to their agreed sales price. Teekay Tankers recognized a write down of the vessels of $3.2 million in 2019.

(8)	In 2017, the carrying value of the Falcon Spirit FSO was written down as a result of a decrease in the estimated residual value of the unit.

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(1)

Substantially all of the Company's estimated net operating loss carryforwards of $878.3 million relates primarily to its U.K., Spanish, Norwegian and Luxembourg subsidiaries and, to a lesser extent, to its Australian subsidiaries. The Company had estimated disallowed finance costs in Spain and Norway of approximately $15.1 million and $15.0 million , respectively, at December 31, 2019, which are available for 18 years and 10 years, respectively, from the year the costs are incurred for offset against future taxable income in Spain and Norway, respectively. The Company's estimated tax losses in Luxembourg are available for offset against taxable future income in Luxembourg, either indefinitely for losses arising prior to 2017, or for 17 years for losses arising subsequent to 2016.

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In December 2015, Teekay LNG ( 30% ) entered into an agreement with National Oil & Gas Authority (or NOGA ) ( 30% ), Gulf Investment Corporation ( 24% ), and Samsung C&T ( 16% ) to form a joint venture, Bahrain LNG W.L.L. (or the Bahrain LNG Joint Venture), for the development of an LNG receiving and regasification terminal in Bahrain. The LNG terminal includes an offshore LNG receiving jetty and breakwater, an adjacent regasification platform, subsea gas pipelines from the platform to shore, an onshore gas receiving facility, and an onshore nitrogen production facility with a total LNG terminal capacity of 800 million standard cubic feet per day and will be owned and operated under a 20 -year customer contract. In addition, Teekay LNG has supplied an FSU in connection with this terminal commencing in September 2018 through a 21 -year time-charter contract with the Bahrain LNG Joint Venture.

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A 50 / 50 joint venture agreement with China LNG Shipping (Holdings) Limited (or China LNG ) (or the Yamal LNG Joint Venture ) and the joint venture has six icebreaker LNG carriers that carry out international transportation of LNG for a project located on the Yamal Peninsula in Northern Russia. Teekay LNG has guaranteed its 50% share of a secured loan facility and interest rate swaps in the Yamal LNG Joint Venture for which the aggregate principal amount of the loan facility and fair value of the interest rate swaps as at December 31, 2019 was $809.2 million . As a result, Teekay LNG has recorded a guarantee liability, which has a carrying value of $2.2 million as at December 31, 2019 ( December 31, 2018 – $0.6 million ) and is included as part of other long-term liabilities in the consolidated balance sheets.

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As at December 31, 2019 , Teekay LNG has a 30% ownership interest in two LNG carriers, the Pan Asia and the Pan Americas , and a 20% ownership interest in two LNG carriers, the Pan Europe and the Pan Africa , through its joint venture with China LNG, CETS Investment Management (HK) Co. Ltd. and BW Investments Pte. Ltd (or the Pan Union Joint Venture ). On initial acquisition, the basis difference between Teekay LNG's investment and the carrying value of the Pan Union Joint Venture's net assets was substantially attributed to ship construction support agreements and the time-charter contracts. A s at December 31, 2019 , the unamortized amount of the basis difference was $10.5 million ( December 31, 2018 – $11.0 million ).

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A 50 / 50 joint venture agreement with Exmar NV (or Exmar) (or the Exmar LPG Joint Venture ). Teekay LNG has guaranteed its 50% share of secured loan facilities and four finance leases in the Exmar LPG Joint Venture for which the aggregate principal amount of the secured loan facilities and finance leases as at December 31, 2019 was $246.7 million . As a result, Teekay LNG has recorded a guarantee liability which has a carrying value of $0.9 million as at December 31, 2019 ( December 31, 2018 – $1.3 million ), and is included as part of other long-term liabilities in the consolidated balance sheets.

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A 50 / 50 joint venture with Exmar (or the Excalibur Joint Venture ). On January 31, 2018, Teekay LNG sold its other 50 / 50 joint venture with Exmar relating to the Excelsior LNG carrier (or the Excelsior Joint Venture ) for gross proceeds of approximately $54 million . As a result of the sale, Teekay LNG recorded a gain of $5.6 million for the year ended December 31, 2018, which is included in equity (loss) income in the consolidated statements of loss . Teekay LNG has guaranteed its 50% share of the secured loan facility of the Excalibur Joint Venture for which the principal amount of the secured loan facility was $21.8 million as at December 31, 2019. As a result, Teekay LNG has recorded a guarantee liability which has a carrying value of $0.1 million as at December 31, 2019 ( December 31, 2018 – nominal ).

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A 52% ownership interest in the joint venture with Marubeni Corporation (or the MALT Joint Venture ). Teekay LNG has guaranteed its 52% share of the secured loan facilities of the MALT Joint Venture for which the principal amount of the secured loan facilities was $147.0 million as at December 31, 2019. As a result, Teekay LNG has recorded a guarantee liability, which has a carrying value of $0.3 million as at December 31, 2019 ( December 31, 2018 – $0.4 million ) and is included as part of other long-term liabilities in the consolidated balance sheets.

•	A 33% ownership interest in the Angola Joint Venture that owns four newbuilding 160,400 -cubic meter LNG carriers (or the Angola LNG Carriers ). The other partners of the Angola Joint Venture are NYK Energy Transport (or NYK ) ( 33% ) and Mitsui & Co. Ltd. ( 34% ).

•	A 40% ownership interest in Teekay Nakilat (III) Corporation (or the RasGas III Joint Venture ), and the remaining 60% is held by Qatar Gas Transport Company Ltd. ( Nakilat ).

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(1)	Investments in equity-accounted investments is presented in current portion of loans to equity-accounted investments, investments in and loans to equity-accounted investments and loans from equity-accounted investments in the Company’s consolidated balance sheets.

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a)

On January 3 and January 7, 2020, Awilco purchased the WilPride and WilForce LNG carriers, and paid Teekay LNG the associated purchase obligation and deferred hire amounts totaling $260.0 million relating to these two vessels. Teekay LNG used the net proceeds from these sales to repay its term loans totaling $157.3 million that were collateralized by these vessels and in addition, increased its liquidity by over $100 million .

b)	The Bahrain LNG Joint Venture (in which Teekay LNG owns a 30% interest) completed the mechanical construction and commissioning of the LNG receiving and regasification terminal in Bahrain, and began receiving terminal use payments in early-2020 under its 20 -year terminal use agreement with NOGA.

c)	On March 24, 2020, Teekay LNG completed the refinancing of its existing $225.0 million revolving credit facility, which was scheduled to mature in November 2020, by entering into a new $225.0 million revolving credit facility maturing in March 2022.

d)	Subsequent to December 31, 2019, Teekay LNG repurchased 1.4 million of its common units for a total cost of $15.3 million under Teekay LNG's common unit repurchase program.

e)

On January 28, 2020, Teekay Tankers entered into an agreement to sell the non-U.S. portion of its ship-to-ship support services business, as well as its LNG terminal management business for $26 million , subject to adjustment for the final amounts of cash and other working capital present on the closing date. The sale is expected to close in the second quarter of 2020. All assets and liabilities associated with the business to be sold have been reclassified to assets held for sale and liabilities associated with assets held for sale on the December 31, 2019 consolidated balance sheets.

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f)	On January 28, 2020, Teekay Tankers entered into a new five -year, $532.8 million revolving credit facility to refinance 31 vessels. The revolving credit facility is scheduled to mature in late 2024, of which approximately $455 million will was used to repay Teekay Tankers' two revolving facilities and one of its term loan facilities, which was scheduled to mature in 2021.

g)

In January 2020, Teekay Tankers entered into agreements to sell two Suezmax tankers for an aggregate price of $40.8 million , of which one of the vessels was classified as held for sale on the consolidated balance sheets as at December 31, 2019 and written down to its sales price less closing costs. This vessel was delivered in February 2020 (see Note 19). The other vessel was delivered to its new owner in March 2020 and the Company expects to recognize a loss on sale of $2.7 million in the quarter ended March 31, 2020.

h)	In January 2020, the Company repaid at maturity all outstanding 2020 Notes totaling $36.7 million .

i)

On March 27, 2020, Teekay Parent entered into a new bareboat charter contract with Britoil Limited, a subsidiary of BP p.l.c., for the Petrojarl Foinaven FPSO unit for up to approximately ten years. Under the terms of the contract, Teekay Parent received an upfront payment of approximately $67 million in cash, and it is expecting to receive a nominal per day rate over the life of the contract, and a lump sum payment at the end of the contract period, which is expected to cover the costs of recycling the FPSO unit in accordance with the European Union Ship Recycling Regulations.

j)

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (or COVID-19) as a pandemic.  Certain crew members of the Hummingbird Spirit FPSO disembarked from the unit after a third-party contractor on board was presenting with flu-like symptoms who subsequently tested positive for COVID-19. In accordance with U.K. Government and Oil & Gas U.K. guidelines in dealing with COVID-19, production on the unit was temporarily suspended on April 4, 2020 to enable a crew health assessment, cleaning of the FPSO and an assessment of any additional precautions which should be taken before the resumption of production. The impact, if any, of the shut-down of the unit on the Company’s results of operations is uncertain. The Company has not yet experienced any other material negative impacts to its business, results of operations, or financial position as a result of COVID-19. The future financial effects to the Company, if any, of COVID-19 cannot be reasonably estimated at this time.

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