6-K 1 tk6-kq1x21doc.htm 6-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _________________________
FORM 6-K
 _________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2021
Commission file number 1-12874
 _________________________
TEEKAY CORPORATION
(Exact name of Registrant as specified in its charter)
 _________________________
4th Floor, Belvedere Building,
69 Pitts Bay Road,
Hamilton, HM 08, Bermuda
(Address of principal executive office)
 _________________________
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F  ý            Form 40-F  ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes  ¨            No   ý
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes  ¨            No   ý







Page 1

TEEKAY CORPORATION AND SUBSIDIARIES
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021
INDEX


Page 2


ITEM 1 – FINANCIAL STATEMENTS
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands of U.S. Dollars, except share and per share amounts)
 
Three Months Ended March 31,
20212020
$$
Revenues (note 3)
359,081574,054
Voyage expenses
(76,225)(121,564)
Vessel operating expenses
(128,437)(153,293)
Time-charter hire expenses (note 6)
(11,121)(27,056)
Depreciation and amortization
(58,586)(72,917)
General and administrative expenses
(22,367)(18,277)
Write-down and loss on sale (note 7)
(715)(94,606)
Gain on commencement of sales-type lease (note 3)
44,943
Restructuring charges (note 14)
(303)(2,388)
Income from vessel operations61,327128,896
Interest expense
(48,939)(62,520)
Interest income2,0452,803
Realized and unrealized gains (losses) on non-designated derivative instruments (note 16)
7,321(21,663)
Equity income (note 4 and 13b)
37,1572,313
Foreign exchange gain (notes 10 and 16)
5,7236,646
Other loss(4,515)(681)
Income before income taxes60,11955,794
Income tax recovery (expense) (note 17)
1,385(3,792)
Net income61,50452,002
Net income attributable to non-controlling interests(31,553)(101,807)
Net income (loss) attributable to the shareholders of Teekay Corporation29,951(49,805)
Per common share of Teekay Corporation (note 18)
•  Basic income (loss) attributable to shareholders of Teekay Corporation0.30(0.49)
•  Diluted income (loss) attributable to shareholders of Teekay Corporation0.28(0.49)
Weighted average number of common shares outstanding (note 18)
•  Basic 101,165,928100,887,551
•  Diluted111,439,150100,887,551

The accompanying notes are an integral part of the unaudited consolidated financial statements.
Page 3

TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands of U.S. Dollars)
 
Three Months Ended March 31,
20212020
$$
Net income61,50452,002
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications
Unrealized gain (loss) on qualifying cash flow hedging instruments38,006(57,552)
Pension adjustments, net of taxes(137)(15)
Amounts reclassified from accumulated other comprehensive income (loss) relating to:
Realized loss on qualifying cash flow hedging instruments
 To interest expense (note 16)
815152
 To equity income4,9823,504
Other comprehensive income (loss)43,666(53,911)
Comprehensive income (loss)105,170(1,909)
Comprehensive income attributable to non-controlling interests(57,359)(65,520)
Comprehensive income (loss) attributable to shareholders of Teekay Corporation47,811(67,429)
The accompanying notes are an integral part of the unaudited consolidated financial statements.
Page 4

TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. Dollars, except share amounts)
 
As at March 31,
2021
As at December 31,
2020
$
$
ASSETS
Current
Cash and cash equivalents (note 10 and 19)
284,074348,785
Restricted cash – current (note 19)
8,52211,144
Accounts receivable, including non-trade of $8,254 (2020 – $7,931)
169,316150,997
Accrued revenue38,29150,952
Prepaid expenses76,07163,521
Current portion of net investments in direct financing and sales-type leases, net (notes 3 and 13b)
14,89514,826
Assets held for sale32,974
Other current assets15,48416,772
Total current assets606,653689,971
Restricted cash – non-current (note 19)
42,17245,961
Vessels and equipment (note 10)
At cost, less accumulated depreciation of $1,199,316 (2020 – $1,161,658) (note 7)
2,294,9112,325,097
Vessels related to finance leases, at cost, less accumulated amortization of $300,373 (2020 – $281,786) (note 6)
2,095,7522,105,372
Operating lease right-of-use assets (note 6)
18,06552,961
Total vessels and equipment4,408,7284,483,430
Net investment in direct financing and sales-type leases, net – non-current (notes 3 and 13b)
505,728513,815
Investment in and loans, net to equity-accounted investments (notes 4,12a and 13b)
1,136,6051,075,653
Goodwill, intangibles and other non-current assets144,319137,082
Total assets6,844,2056,945,912
LIABILITIES AND EQUITY
Current
Accounts payable135,149124,066
Accrued liabilities and other (notes 8, 14 and 16)
214,106332,086
Short-term debt (note 9)
20,00010,000
Current portion of long-term debt (note 10)
361,246261,366
Current obligations related to finance leases (note 6)
270,586150,408
Current portion of operating lease liabilities (note 6)
16,04425,108
Total current liabilities1,017,131903,034
Long-term debt (note 10)
1,656,3481,793,741
Long-term obligations related to finance leases (note 6)
1,406,4441,550,557
Long-term operating lease liabilities (note 6)
3,40529,182
Other long-term liabilities (notes 8 and 16)
208,308198,107
Total liabilities4,291,6364,474,621
Commitments and contingencies (notes 6, 9, 10, 12, and 16)
Equity
Common stock and additional paid-in capital ($0.001 par value; 725,000,000 shares authorized; 101,285,915 shares outstanding and issued (2020 – 101,108,886) (note 11)
1,051,9241,057,319
Accumulated deficit(497,097)(527,028)
Non-controlling interest2,028,7611,989,883
Accumulated other comprehensive loss (note 15)
(31,019)(48,883)
Total equity2,552,5692,471,291
Total liabilities and equity6,844,2056,945,912
The accompanying notes are an integral part of the unaudited consolidated financial statements.
Page 5

TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars)
 Three Months Ended March 31,
20212020
$
$
Cash, cash equivalents and restricted cash provided by (used for)
OPERATING ACTIVITIES
Net income61,50452,002
Non-cash and non-operating items:
Depreciation and amortization58,58672,917
Unrealized (gain) loss on derivative instruments (note 16)
(35,353)68,236
Write-down and loss on sale (note 7)
71594,606
Gain on commencement of sales-type lease (note 3)
(44,943)
Equity (income) loss, net of dividends received(20,657)4,187
Income tax (recovery) expense (note 17)
(1,385)3,792
Foreign currency exchange loss (gain) and other5,991(55,086)
Change in operating assets and liabilities:
Receipts from direct financing and sales-type leases 3,290264,072
       Change in other operating assets and liabilities(85,735)(18,525)
       Asset retirement obligation expenditures(920)
       Expenditures for dry docking(6,553)(2,299)
Net operating cash flow
(20,517)438,959
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net of issuance costs200,230870,639
Prepayments of long-term debt(121,543)(1,002,414)
Scheduled repayments of long-term debt (120,704)(70,225)
Proceeds from short-term debt10,000135,000
Prepayment of short-term debt(130,000)
Repayments of obligations related to finance leases(23,935)(23,488)
Repurchase of Teekay LNG common units(15,635)
Distributions paid from subsidiaries to non-controlling interests(19,174)(16,353)
Other financing activities(62)
Net financing cash flow
(75,188)(252,476)
INVESTING ACTIVITIES
Expenditures for vessels and equipment(8,104)(8,685)
Proceeds from sale of vessels and equipment (note 7)
32,68760,915
Payments from repayments of advances to equity-accounted joint ventures2,000
Other investing activities(6,430)
Net investing cash flow
24,58347,800
(Decrease) increase in cash, cash equivalents, restricted cash and cash held for sale(71,122)234,283
Cash, cash equivalents, restricted cash and cash held for sale, beginning of the period405,890456,325
Cash, cash equivalents, restricted cash and cash held for sale, end of the period
334,768690,608
Supplemental cash flow information (note 19)
The accompanying notes are an integral part of the unaudited consolidated financial statements.
Page 6

TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
(in thousands of U.S. Dollars, except share amounts)
 TOTAL EQUITY
 
Thousands
of Shares
of Common
Stock
Outstanding
#
Common
Stock and
Additional
Paid-in
Capital
$
Accumulated
Deficit
$
Accumulated
Other
Compre-
hensive
Loss
$
Non-
controlling
Interests
$
Total
$
Balance as at December 31, 2020101,1091,057,319(527,028)(48,883)1,989,8832,471,291
Net income29,95131,55361,504
Other comprehensive income17,86025,80643,666
Dividends declared:
Other dividends
(19,174)(19,174)
Employee stock compensation and other
177939939
Change in accounting policy (note 2)
(6,334)(6,334)
Changes to non-controlling interest from equity contributions and other
(20)4693677
Balance as at March 31, 2021101,2861,051,924(497,097)(31,019)2,028,7612,552,569


TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
(in thousands of U.S. Dollars, except share amounts)
 TOTAL EQUITY
 Thousands
of Shares
of Common
Stock
Outstanding
#
Common
Stock and
Additional
Paid-in
Capital
$
Accumulated
Deficit
$
Accumulated
Other
Compre-
hensive
Loss
$
Non-
controlling
Interests
$
Total
$
Balance as at December 31, 2019100,7841,052,284(546,684)(23,737)2,089,7302,571,593
Net (loss) income(49,805)101,80752,002
Other comprehensive loss(17,624)(36,287)(53,911)
Dividends declared:
Other dividends
(16,353)(16,353)
Employee stock compensation and other
3241,2381,238
Change in accounting policy (note 2)
(17,216)(36,084)(53,300)
Changes to non-controlling interest from equity contributions and other
2,912(321)(17,196)(14,605)
Balance as at March 31, 2020101,1081,053,522(610,793)(41,682)2,085,6172,486,664
The accompanying notes are an integral part of the unaudited consolidated financial statements.








Page 7

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

1.Basis of Presentation
The unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (or GAAP). They include the accounts of Teekay Corporation (or Teekay), which is incorporated under the laws of the Republic of the Marshall Islands, its wholly-owned or controlled subsidiaries and any variable interest entities (or VIEs) of which Teekay is the primary beneficiary (collectively, the Company).
Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted from these unaudited interim consolidated financial statements and, therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (or SEC) on April 1, 2020. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting of a normal recurring nature, necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in total equity for the interim periods presented. The results of operations for the three months ended March 31, 2021, are not necessarily indicative of those for a full fiscal year. Significant intercompany balances and transactions have been eliminated upon consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited financial statements and accompanying notes. Actual results could differ from those estimates. It is possible that the amounts recorded as derivative assets and liabilities could vary by material amounts prior to their settlement.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (or COVID-19) as a pandemic. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 pandemic may have direct or indirect impact on the Company's business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Company's business, results of operations and financial condition in the future. COVID-19 has resulted and may continue to result in a significant decline in global demand for oil. As the Company's business includes the transportation of crude oil and refined petroleum products on behalf of customers, any significant decrease in demand for the cargo the Company transports could adversely affect demand for the Company's vessels and services. Spot tanker rates have come under pressure since mid-May 2020 as a result of record OPEC+ oil production cuts and lower production from other oil producing countries, which reduced crude exports, and the unwinding of floating storage. COVID-19 has also been a contributing factor to the decline in short-term tanker charter rates and the increase in certain crewing-related costs, which has had an impact on the Company's cash flows. During the three months ended March 31, 2020, COVID-19 was also a contributing factor to the write-down of six of Teekay LNG's multi-gas vessels and one floating production storage and offloading (or FPSO) unit, as described in Note 7 - Write-down and Loss on Sale.
2. Recent Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update (or ASU) 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (or ASU 2019-12), as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences, among other changes. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted, including adoption in any interim period. The adoption did not have an impact on the Company's consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (or LIBOR). This update applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. This update is effective through December 31, 2022. The Company is currently evaluating the effect of adopting this new guidance.

In August 2020, the FASB issued ASU 2020-06 - Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplified the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This update also enhanced transparency and improved disclosures for convertible instruments and earnings per share guidance. This update is mandatory beginning January 1, 2022; however, the Company early adopted this update effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 has impacted the accounting for the Company’s Convertible Senior Notes due January 15, 2023 (or the Convertible Notes) whereby the existing debt and equity components have been recombined into a single component accounted for as a single liability, at its amortized cost. On adoption, the Company increased the carrying value of long-term debt by $6.3 million and decreased common stock and additional paid-in capital by $6.3 million. Adoption of ASU 2020-06 also decreased the Company's interest expense by $0.7 million. In addition, the adoption of ASU 2020-06 resulted in the Company having to change from the use of the treasury stock method to the if-converted method to determine the dilutive impact of the Convertible Notes when calculating diluted earnings per share. The change to the if-converted method increased the Company's diluted income attributable to shareholders of Teekay Corporation by $1.6 million, increased the denominator of the diluted
Page 8

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
earnings per share calculation by 9,588,378 shares, and decreased the diluted earnings per share by $0.01 for the three months ended March 31, 2021 (see Note 18).
3. Revenues
The Company’s primary source of revenue is chartering its vessels and offshore units to its customers. The Company utilizes four primary forms of contracts, consisting of time-charter contracts, voyage charter contracts, bareboat charter contracts and contracts for FPSO units. The Company also generates revenue from the management and operation of vessels owned by third parties and by equity-accounted investments as well as by providing corporate management services to such third-party entities. For a description of these contracts, see "Item 18 – Financial Statements: Note 2" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020.

Revenue Table
The following tables contain the Company’s revenue for the three months ended March 31, 2021 and 2020, by contract type, by segment and by business lines within segments.
Three Months Ended March 31, 2021
Teekay LNG
Liquefied
Gas
Carriers
Teekay
Tankers
Conventional
Tankers
Teekay
Parent
Offshore
Production
Teekay
Parent
Other
Total
$$$$$
Time charters141,63728,2852,255172,177
Voyage charters9,267112,201121,468
FPSO contracts
10,81710,817
Management fees and other
1,8982,26350,45854,619
152,802142,74910,81752,713359,081

Three Months Ended March 31, 2020
Teekay LNG
Liquefied
Gas
Carriers
Teekay
Tankers
Conventional
Tankers
Teekay
Parent
Offshore
Production
Teekay
Parent
Other
Total
$$$$$
Time charters130,54515,5674,957151,069
Voyage charters7,317317,478324,795
FPSO contracts
45,93345,933
Management fees and other
2,0258,85541,37752,257
139,887341,90045,93346,334574,054

Page 9

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
The following table contains the Company's total revenue for the three months ended March 31, 2021 and 2020, by those contracts or components of contracts accounted for as leases and by those contracts or components not accounted for as leases.
Three Months Ended March 31,
20212020
$
$
Lease revenue
Lease revenue from lease payments of operating leases
278,902486,183
Interest income on lease receivables
12,52812,666
Variable lease payments – cost reimbursements (1)
7,65213,190
Variable lease payments – other (2)
5,218
299,082517,257
Non-lease revenue
Non-lease revenue – related to sales-type or direct financing leases
5,3804,540
Management fees and other income
54,61952,257
59,99956,797
Total359,081574,054
(1)Reimbursement for vessel operating expenditures and dry-docking expenditures received from the Company's customers relating to such costs incurred by the Company to operate the vessel for the customer.
(2)Compensation from time-charter contracts based on spot market rates in excess of a base daily hire amount, production tariffs based on the volume of oil produced, the price of oil and other monthly or annual operational performance measures.
Operating Leases

As at March 31, 2021, the minimum scheduled future rentals to be received by the Company in each of the next five years for time charters, bareboat charters and FPSO contracts that were accounted for as operating leases were approximately $401.8 million (remainder of 2021), $426.6 million (2022), $319.9 million (2023), $250.8 million (2024) and $196.3 million (2025).

Minimum scheduled future revenues should not be construed to reflect total charter hire revenues for any of the years. Minimum scheduled future revenues do not include revenue generated from new contracts entered into after March 31, 2021, revenue from unexercised option periods of contracts that existed on March 31, 2021, revenue from vessels in the Company’s equity-accounted investments, or variable or contingent revenues accounted for under ASC 842 Leases. In addition, minimum scheduled future operating lease revenues presented in this paragraph have been reduced by estimated off-hire time for any periodic maintenance and do not reflect the impact of revenue sharing arrangements whereby time-charter revenues are shared with other revenue sharing arrangement participants. The amounts may vary given unscheduled future events such as vessel maintenance.

Net Investment in Direct Financing Leases and Sales-Type Leases

On March 27, 2020, the Company entered into a bareboat charter with Britoil Limited (or BP), a subsidiary of BP p.l.c., for the Petrojarl Foinaven FPSO for a period up to December 2030. BP may cancel the charter on six-months' notice. Under the terms of this charter, Teekay received a cash payment of approximately $67 million in April 2020 and will receive a nominal per day rate over the life of the contract and a fixed lump sum payment at the end of the contract period. The charter was classified and accounted for as a sales-type lease. Consequently, the Company recognized a net investment in sales-type lease of $81.9 million and an asset retirement obligation of $6.1 million, derecognized the carrying value of the Petrojarl Foinaven FPSO and related customer contract, and recognized a gain of $44.9 million in the three months ended March 31, 2020. As at March 31, 2021, the net investment in sales-type lease was $14.6 million, with the majority of the reduction from inception relating to the cash payment of $67 million received in April 2020. In April 2021, BP announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. The Company expects the FPSO unit to be redelivered to Teekay Parent in the first half of 2022, at which point the Company intends to green-recycle the FPSO unit. At the end of the contract, the Company will receive a fixed lump sum payment from BP which the Company expects will cover the cost of green-recycling the FPSO unit (see Note 20b).

As at March 31, 2021, Teekay LNG had three liquefied natural gas (or LNG) carriers, excluding vessels in its equity-accounted joint ventures, which are accounted for as direct financing leases. For a description of Teekay LNG's LNG carriers accounted for as direct financing leases, see "Item 18 – Financial Statements: Note 2" to the Company's Annual Report on Form 20-F for the year ended December 31, 2020.

As at December 31, 2019, Teekay LNG had two additional LNG carriers, the WilForce and the WilPride, that were chartered to Awilco LNG ASA (or Awilco) and were accounted for as sales-type leases. In January 2020, Awilco purchased both carriers from Teekay LNG and paid Teekay LNG the associated purchase obligation amounts, deferred hire amounts and interest on deferred hire amounts, totaling $260.4 million relating to these two vessels.
Page 10

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

As at March 31, 2021, estimated minimum lease payments to be received related to direct financing and sales-type leases in each of the next five years were approximately $48.6 million (remainder of 2021), $64.6 million (2022), $64.4 million (2023), $78.5 million (2024), $64.2 million (2025) and an aggregate of $446.5 million thereafter. The leases are scheduled to end between 2028 and 2039.
Contract Liabilities

The Company enters into certain customer contracts that result in situations where the customer will pay consideration upfront for performance to be provided in the following month or months. These receipts are contract liabilities and are presented as deferred revenue until performance is provided. As at March 31, 2021 and December 31, 2020, there were contract liabilities of $21.7 million and $30.7 million, respectively. During the three months ended March 31, 2021 and March 31, 2020, the Company recognized revenues of $30.7 million and $32.4 million, respectively, included in contract liability at the beginning of such periods.

4. Related Party Transactions
The Company provides ship management and corporate services to certain of its equity-accounted joint ventures that own and operate LNG carriers on long-term charters. In addition, the Company is reimbursed for costs incurred by the Company for its seafarers operating these LNG carriers. During the three months ended March 31, 2021, the Company earned $19.9 million (three months ended March 31, 2020 – $17.6 million) of fees pursuant to these management agreements and reimbursement of costs.

In September 2018, Teekay LNG entered into an agreement with its 52%-owned joint venture with Marubeni Corporation (or the MALT Joint Venture) to charter in one of the MALT Joint Venture's LNG carriers, the Magellan Spirit, which charter had an original term of 2 years and was further extended by 21 months to June 2022. Time-charter hire expenses for the three months ended March 31, 2021 were $5.9 million (three months ended March 31, 2020 – $5.9 million).

On May 11, 2020, Teekay and Teekay LNG agreed to eliminate all of Teekay LNG's incentive distribution rights, which were held by Teekay GP LLC, in exchange for the issuance to a subsidiary of Teekay Corporation of 10.75 million newly-issued common units of Teekay LNG. The common units were valued at $122.6 million, based on the prevailing unit price at the time of issuance. As a result of the share issuance of Teekay LNG, the Company recorded a decrease to accumulated deficit of $116.6 million and an increase to accumulated other comprehensive loss of $9.0 million with a corresponding decrease in non-controlling interests of $107.6 million. The $116.6 million represents Teekay’s dilution gain from the issuance of new common units by Teekay LNG and is credited directly to equity, and the $9.0 million represents the change in Teekay's interest in Teekay LNG's accumulated other comprehensive loss.

5. Segment Reporting
The Company’s segments are described in "Item 18 – Financial Statements: Note 3" to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020. The Company allocates capital and assesses performance from the separate perspectives of its two publicly-traded subsidiaries Teekay LNG and Teekay Tankers (together, the Daughter Entities), Teekay and its remaining subsidiaries (or Teekay Parent), as well as from the perspective of the Company's lines of business. The primary focus of the Company’s organizational structure, internal reporting and allocation of resources by the chief operating decision maker is on the Daughter Entities and Teekay Parent (the Legal Entity approach) and its segments are presented accordingly on this basis. The Company has three primary lines of business: (1) offshore production (FPSO units), (2) LNG and liquefied petroleum gas (or LPG) carriers, and (3) conventional tankers. The Company manages these businesses for the benefit of all stakeholders. The Company incorporates the primary lines of business within its segments, as in certain cases there is more than one line of business in each Daughter Entity and the Company believes this information allows a better understanding of the Company’s performance and prospects for future net cash flows.

The following table includes the Company’s revenues by segment for the three months ended March 31, 2021 and 2020:
Page 11

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
Three Months Ended March 31,
20212020
$$
Teekay LNG
Liquefied Gas Carriers152,802139,887
Teekay Tankers
Conventional Tankers142,749341,900
Teekay Parent
Offshore Production10,81745,933
Other52,71346,334
63,53092,267
359,081574,054


The following table includes the Company’s income (loss) from vessel operations by segment for the three months ended March 31, 2021 and 2020:
Income (loss) from Vessel Operations(1)
Three Months Ended March 31,
20212020
$$
Teekay LNG
Liquefied Gas Carriers70,61121,738
Teekay Tankers
Conventional Tankers(11,843)120,126
Teekay Parent
Offshore Production1,972(12,268)
Other587(700)
2,559(12,968)
61,327128,896

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

A reconciliation of total segment assets to consolidated total assets presented in the accompanying unaudited consolidated balance sheets is as follows:
March 31, 2021December 31, 2020
$$
Teekay LNG – Liquefied Gas Carriers4,694,7474,647,242
Teekay Tankers – Conventional Tankers1,700,0581,743,013
Teekay Parent – Offshore Production27,51330,845
Teekay Parent – Other5,58060,002
Cash and cash equivalents284,074348,785
Other assets not allocated147,225132,425
Eliminations(14,992)(16,400)
Consolidated total assets6,844,2056,945,912
Page 12

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

6. Leases
Obligations Related to Finance Leases
March 31, 2021December 31, 2020
$
$
Teekay LNG
LNG Carriers
1,323,0691,340,922
Teekay Tankers
Conventional Tankers
353,961360,043
Total obligations related to finance leases1,677,0301,700,965
Less current portion
(270,586)(150,408)
Long-term obligations related to finance leases
1,406,4441,550,557

Teekay LNG

As at March 31, 2021 and December 31, 2020, Teekay LNG was a party to finance leases on nine LNG carriers. These nine LNG carriers were sold by Teekay LNG to third parties (or Lessors) and leased back under 7.5- to 15-year bareboat charter contracts ending in 2026 through 2034. At inception of these leases, the weighted-average interest rate implicit in these leases was 5.1%. The bareboat charter contracts are presented as obligations related to finance leases on the Company's unaudited consolidated balance sheets and have purchase obligations at the end of the lease terms.

The obligations of Teekay LNG under the bareboat charter contracts for the nine LNG carriers are guaranteed by Teekay LNG. The guarantee agreements require Teekay LNG to maintain minimum levels of tangible net worth and aggregate liquidity, and not to exceed a maximum amount of leverage. As at March 31, 2021, Teekay LNG was in compliance with all covenants in respect of the obligations related to its finance leases.

As at March 31, 2021, the remaining commitments related to the financial liabilities of these nine LNG carriers, including the amounts to be paid for the related purchase obligations, approximated $1.7 billion, including imputed interest of $383.6 million, repayable for the remainder of 2021 through 2034, as indicated below:
Commitments
At March 31, 2021
Year
$
Remainder of 2021103,824
2022136,959
2023135,459
2024132,011
2025129,725
Thereafter
1,068,641

Teekay Tankers

From 2017 to 2019, Teekay Tankers completed sale-leaseback financing transactions with financial institutions relating to 16 of Teekay Tankers' vessels. Under these arrangements, Teekay Tankers transferred the vessels to subsidiaries of the financial institutions (collectively, the Lessors) and leased the vessels back from the Lessors on bareboat charters ranging from 9- to 12-year terms. In October 2020, Teekay Tankers completed the purchases of two of these vessels for a total cost of $29.6 million and in May 2021, Teekay Tankers completed the purchases of two more of these vessels for a total cost of $56.7 million (see Note 20c). In March 2021, Teekay Tankers also declared purchase options to acquire six additional vessels for a total cost of $128.8 million with an expected completion date of September 2021. Teekay Tankers has the option to purchase each of the remaining six vessels starting at various times through November 2021 until the end of their respective lease terms.

The bareboat charters related to these vessels require that Teekay Tankers maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of the greater of $35.0 million and at least 5.0% of Teekay Tankers' consolidated debt and obligations related to finance leases.
Page 13

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
Six of the bareboat charters were entered into with subsidiaries of a financial institution in July 2017 and November 2018. Four of these bareboat charters, entered into in July 2017, require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 90% of the total outstanding principal balance during the first three years of the lease period and 100% of the total outstanding principal balance thereafter. As at March 31, 2021, these ratios were 101% (December 31, 2020 – ranged from 121% to 143%). The remaining two of these bareboat charters, entered into in November 2018, require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 100% of the total outstanding principal balance. As at March 31, 2021, these ratios ranged from 121% to 126% (December 31, 2020 – ranged from 145% to 156%). Should any of these ratios drop below the required amount, the lessor may request that the Company prepay additional charter hire.
Eight bareboat charters were entered into with subsidiaries of a financial institution in September 2018 and May 2019. Six of these bareboat charters, entered into in September 2018, require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 75% of the total outstanding principal balance during the first year of the lease period, 78% for the second year, 80% for the following two years and 90% of the total outstanding principal balance thereafter. As at March 31, 2021, these ratios ranged from 84% to 92% (December 31, 2020 – ranged from 80% to 88%). The remaining two bareboat charters, entered into in May 2019, require Teekay Tankers to maintain, for each vessel, a minimum hull coverage ratio of 75% of the total outstanding principal balance during the first year of the lease period, 78% for the second year, 80% for the following two years and 90% of the total outstanding principal balance thereafter. As at March 31, 2021, these ratios were 81% (December 31, 2020 – 81%). Should any of these ratios drop below the required amount, and Teekay Tankers is unable to cure any such breach within the prescribed cure period, Teekay Tankers' obligations may become immediately due and payable at the election of the relevant lessor. In certain circumstances, this could lead to cross-defaults under Teekay Tankers' other financing agreements, which in turn could result in obligations becoming due and commitments being terminated under such agreements. In November 2020, Teekay Tankers declared purchase options to acquire two of these vessels, which purchases were completed in May 2021 (see Note 20c).

The requirements of the bareboat charters are assessed annually or quarterly with reference to vessel valuations compiled by one or more agreed upon third parties. As at March 31, 2021, Teekay Tankers was in compliance with all covenants in respect of its obligations related to finance leases.

The weighted average interest rate on Teekay Tankers’ obligations related to finance leases as at March 31, 2021 was 7.8% (December 31, 2020 – 7.8%).

As at March 31, 2021, the total remaining commitments (including vessel purchase options declared) related to the financial liabilities of these vessels were approximately $420.2 million (December 31, 2020, $480.9 million), including imputed interest of $66.2 million (December 31, 2020 $120.9 million), repayable from 2021 through 2030, as indicated below:
Commitments
At March 31, 2021
Year
$
Remainder of 2021210,962
202221,848
202321,846
202421,903
202521,841
Thereafter
121,782
Operating Lease Liabilities

The Company charters-in vessels from other vessel owners on time-charter-in and bareboat charter contracts, whereby the vessel owner provides use of the vessel to the Company, and, in the case of time-charter-in contracts, also operates the vessel for the Company. A time-charter-in contract is typically for a fixed period of time, although in certain cases the Company may have the option to extend the charter. The Company typically pays the owner a daily hire rate that is fixed over the duration of the charter. The Company is generally not required to pay the daily hire rate for time charters during periods the vessel is not able to operate.

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

On March 27, 2020, concurrently with the Petrojarl Foinaven FPSO transaction with BP described in note 3, the Company sold its subsidiary Golar-Nor (UK) Limited (or Golar-Nor) to Altera for a nominal amount plus outstanding working capital. Golar-Nor was in-chartering the Petroatlantic and Petronordic shuttle tankers. This transaction resulted in the Company derecognizing right-of-use assets and lease liabilities totaling $50.7 million and $50.7 million, respectively.

As at March 31, 2021, total minimum commitments to be incurred by the Company under time-charter-in and bareboat charter contracts were approximately $23.5 million (remainder of 2021), $14.4 million (2022), $6.8 million (2023), $6.8 million (2024), $6.8 million (2025) and
Page 14

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
$25.0 million (thereafter), including for one Aframax tanker newbuilding expected to be delivered to the Company in the fourth quarter of 2022 to commence a seven-year time charter-in contract.
7. Write-down and Loss on Sale
The Company's write-downs and vessel sales generally relate to vessels approaching the end of their useful lives as well as other vessels it strategically sells, or is attempting to sell, to reduce exposure to a certain vessel class.

The following table contains the write-downs and losses on sales of vessels for the three months ended March 31, 2021 and 2020:
Three Months Ended March 31,
Segment
Asset Type
Completion of Sale Date

2021

2020


$$
Teekay Parent Segment – Offshore Production (1)
2 FPSO units
N/A(46,519)
Teekay LNG Segment – Conventional Tankers (2)
6 Multi-gas Carriers
N/A(45,000)
Teekay Tankers Segment – Conventional Tankers
3 Suezmaxes
Feb/Mar-2020(2,627)
Teekay Tankers Segment – Conventional Tankers1 SuezmaxN/A(460)
Teekay Tankers Segment - Conventional TankersOperating lease right-of-use assetN/A(715)
Total(715)(94,606)
(1)During the first quarter of 2020, Teekay Parent recognized an impairment charge of $46.5 million, in respect of two of its FPSO units. In the first quarter of 2020, CNR International (U.K.) Limited (or CNRI) provided formal notice to Teekay of its intention to cease production in June 2020 and decommission the Banff field shortly thereafter. As such, in the third quarter of 2020, the Company removed the Petrojarl Banff FPSO from the Banff field and redelivered the Apollo Spirit FSO to its owner. The Company is currently in the process of recycling the FPSO unit at an EU-approved shipyard and is also required to recycle the subsea equipment following removal from the field (or Phase 2). During 2020, the asset retirement obligation relating to the Petrojarl Banff FPSO unit and Phase 2 was increased based on changes to cost estimates and the carrying value of the unit was fully written down. Subsequent to March 31, 2021, Teekay Parent entered into an agreement with CNRI whereby Teekay Parent engaged CNRI to assume full responsibility for Teekay Parent's remaining Phase 2 obligations (see Note 20a). During 2020, the Company also made changes to its expected cash flows from the Sevan Hummingbird FPSO unit based on the market environment and oil prices, and contract discussions with the customer, which resulted in a full write-down of its carrying value.
(2)During the first quarter of 2020, the carrying values for six of Teekay LNG's seven wholly-owned multi-gas carriers were written down to their estimated fair values, using appraised values, primarily due to the lower near-term outlook for these type of vessels as a result of the economic environment at that time (including the economic impact of the COVID-19 pandemic), as well as Teekay LNG receiving notification that its then-existing commercial management agreement with a third-party commercial manager would dissolve and be replaced by a new commercial management agreement in September 2020.
8. Accrued Liabilities and Other and Other Long-Term Liabilities
Accrued Liabilities and Other
March 31, 2021December 31, 2020
$
$
Accrued liabilities
Voyage and vessel expenses87,753140,029
Interest and distributions32,74631,765
Payroll and related liabilities30,67037,349
Deferred revenues – current25,52834,461
Current portion of derivative liabilities (note 16)
26,95158,186
Office lease liability – current2,2461,607
Loans from equity-accounted investments6,61216,689
Asset retirement obligation – current1,60012,000
214,106332,086
Page 15

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
Other Long-Term Liabilities
March 31, 2021December 31, 2020
$$
Deferred revenues and gains
22,62923,732
Guarantee liabilities
11,12111,818
Asset retirement obligation
48,58937,996
Pension liabilities
9,8039,172
Derivative liabilities (note 16)
30,29333,566
Unrecognized tax benefits (note 17)
71,35970,738
Office lease liability – long-term11,4489,396
Other
3,0661,689
208,308198,107

Asset Retirement Obligations

In the first quarter of 2020, CNRI provided formal notice to Teekay of its intention to cease production in June 2020 and decommission the Banff field shortly thereafter. As such, in the third quarter of 2020, the Company removed the Petrojarl Banff FPSO from the Banff field and redelivered the Apollo Spirit FSO to its owners. The Company is currently in the process of recycling the FPSO unit at an EU-approved shipyard and is also required to recycle the subsea equipment following removal from the field (or Phase 2). During the first half of 2020, the asset retirement obligation relating to the Petrojarl Banff FPSO unit and Phase 2 was increased based on changes to cost estimates and the carrying value of the unit was fully written down. As of March 31, 2021, the present value of the Petrojarl Banff FPSO unit's estimated asset retirement obligations relating to the remediation of the subsea infrastructure was $42.3 million, of which $1.6 million is recorded in accrued liabilities and $40.7 million recorded in other long-term liabilities. The Company has also recorded $9.4 million in other non-current assets as at March 31, 2021 for the expected recovery of a portion of these costs from the customer upon the completion of the remediation work. Subsequent to March 31, 2021, Teekay and CNRI, on behalf of the Banff joint venture, entered into a Decommissioning Services Agreement (or DSA), whereby Teekay engaged CNRI to assume full responsibility for Teekay’s remaining Phase 2 obligations. The DSA is subject to certain conditions precedent that need to be satisfied by June 1, 2021 (or any agreed extension thereto), failing which the DSA may be terminated by either party (see Note 20a).

In March 2020, Teekay Parent entered into a new bareboat charter contract with the existing charterer of the Petrojarl Foinaven FPSO unit, which can be extended up to December 2030. Under the terms of the new contract, Teekay received a cash payment of $67 million in April 2020, and will receive a nominal per day rate over the life of the contract and a fixed lump sum payment at the end of the contract period, which is expected to cover the costs of recycling the FPSO unit in accordance with the EU Ship Recycling Regulation. However, the extent to which this lump sum payment covers the costs of recycling the FPSO unit will depend on a number of factors when the recycling is completed, including the nature and extent of prevailing EU Ship Recycling Regulation, the condition of the FPSO unit, and the availability of recycling facilities, among other factors. As of March 31, 2021, the carrying value of the related lease asset was $14.6 million, which is comprised of the present value of the fixed lump sum payment, the residual value of the asset and the day rate to be received over the life of the contract, partially offset by a credit loss provision. As of March 31, 2021, the present value of the Petrojarl Foinaven FPSO unit's estimated asset retirement obligation relating to recycling costs was $7.7 million. In April 2021, the charterer of the Petrojarl Foinaven FPSO unit announced their decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. The Company currently expects the FPSO unit will be redelivered to Teekay Parent in the first half of 2022, at which point the Company expects to receive the fixed lump sum payment from the charterer and intends to green-recycle the FPSO unit (see Note 20b).

9. Short-Term Debt

In November 2018, Teekay Tankers Chartering Pte. Ltd. (or TTCL), a wholly-owned subsidiary of Teekay Tankers, entered into a working capital revolving loan facility (or the Working Capital Loan), which initially provided available aggregate borrowings of up to $40.0 million for TTCL, and had an initial maturity date in May 2019, subject to extension as described below. The maximum available aggregate borrowings were subsequently increased to $80.0 million, effective December 2019. The amount available for drawdown is limited to a percentage of certain receivables and accrued revenue, which is assessed weekly. The next maturity date of the Working Capital Loan is in May 2021. The Working Capital Loan maturity date is continually extended for further periods of six months thereafter unless and until the lender gives notice in writing that no further extensions shall occur. Proceeds of the Working Capital Loan are used to provide working capital in relation to certain vessels subject to the revenue sharing agreements (or RSAs). Interest payments are based on LIBOR plus a margin of 3.5%.
Page 16

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

The Working Capital Loan is collateralized by the assets of TTCL. The Working Capital Loan requires Teekay Tankers to maintain its paid-in capital contribution under the RSAs and the retained distributions of the RSA counterparties in an amount equal to the greater of (a) an amount equal to the minimum average capital contributed by the RSA counterparties per vessel in respect of the RSA (including cash, bunkers or other working capital contributions and amounts accrued to the RSA counterparties but unpaid) and (b) a minimum capital contribution ranging from $20.0 million to $30.0 million based on the amount borrowed. As at March 31, 2021, $20.0 million (December 31, 2020 – $10.0 million) was owing under this facility, the aggregate available borrowings were $35.7 million (December 31, 2020 - $32.0 million) and the interest rate on the facility was 3.6% (December 31, 2020 – 3.6%). As at March 31, 2021, Teekay Tankers was in compliance with all covenants in respect of this facility.
10. Long-Term Debt
March 31, 2021December 31, 2020
$$
Revolving Credit Facilities270,000285,000
Senior Notes (9.25%) due November 15, 2022
243,395243,395
Convertible Senior Notes (5%) due January 17, 2023
112,184112,184
Norwegian Krone-denominated Bonds due through September 2025356,703355,514
U.S. Dollar-denominated Term Loans due through 2030916,573938,280
Euro-denominated Term Loans due through 2024143,846152,710
Total principal2,042,7012,087,083
Less unamortized discount and debt issuance costs(25,107)(31,976)
Total debt2,017,5942,055,107
Less current portion(361,246)(261,366)
Long-term portion1,656,3481,793,741

As at March 31, 2021, the Company had four revolving credit facilities (collectively, the Revolvers) available. The Revolvers, as at such date, provided for aggregate borrowings of up to $931.1 million, of which $661.1 million was undrawn. Interest payments are based on LIBOR plus a margin. At March 31, 2021 and December 31, 2020, the margins ranged between 1.40% and 4.25%. As at March 31, 2021, the aggregate amount available under the Revolvers was scheduled to decrease by $103.7 million (remainder of 2021), $560.8 million (2022), $65.3 million (2023), $201.3 million and (2024). The Revolvers are collateralized by first-priority mortgages granted on 33 of the Company’s vessels, together with other related security, and include a guarantee from Teekay or its subsidiaries for all but one of the Revolvers' outstanding amounts. Included in other related security are 36.0 million common units in Teekay LNG and 5.0 million Class A common shares in Teekay Tankers to secure a $150 million credit facility.

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

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

On January 26, 2018, Teekay Parent completed a private offering of $125.0 million in aggregate principal amount of 5% Convertible Senior Notes due January 15, 2023 (or the Convertible Notes). At the election of the holder, the Convertible Notes are convertible into Teekay’s common stock, initially at a rate of 85.4701 shares of common stock per $1,000 principal amount of Convertible Notes. This represents an initial effective conversion price of $11.70 per share of common stock. The initial conversion price represents a premium of 20% to the concurrent common stock offering price of $9.75 per share. On issuance of the Convertible Notes, $104.6 million of the net proceeds was reflected in long-term debt, including unamortized discount, and was being accreted to its par value over its five-year term through interest expense until the adoption of ASU 2020-06 on January 1, 2021 (see Note 2). The remaining amount of the net proceeds of $16.1 million was allocated to the conversion feature and reflected in additional paid-in capital. During 2020, Teekay Parent repurchased $12.8 million of the principal of the Convertible Notes for total consideration of $10.5 million and as such the outstanding principal value of the Convertible Notes on March 31, 2021, and January 1, 2021, was $112.2 million. As of March 31, 2021, and January 1, 2021, the net carrying amount of the Convertible Notes was $110.8 million and $110.6 million, respectively, which reflected unamortized debt issuance costs of $1.4 million and $1.6 million, respectively. The estimated fair value (Level 2) of the Convertible Notes was $106.0 million and $101.6 million, as of March 31, 2021, and January 1, 2021. For the three months ended March 31, 2021, total interest expense for the Convertible Notes was $1.6 million with coupon interest expense of $1.4 million and the amortization of debt issuance costs of $0.2 million.
Page 17

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
As at March 31, 2021, Teekay LNG had a total of Norwegian Krone (or NOK) 3.1 billion in senior unsecured bonds issued in the Norwegian bond market that mature through 2025 (December 31, 2020 – NOK 3.1 billion). As at March 31, 2021, the total carrying amount of the senior unsecured bonds was $356.7 million (December 31, 2020 – $355.5 million). The bonds are listed on the Oslo Stock Exchange. The interest payments on the bonds are based on Norwegian Interbank Offered Rate (or NIBOR) plus a margin, which ranges from 4.60% to 6.00% as at March 31, 2021 (December 31, 2020 - 4.60% to 6.00%). The Company entered into cross currency rate swaps to swap all interest and principal payments of the bonds into U.S. Dollars, with the interest payments fixed at rates ranging from 5.74% to 7.89% (December 31, 2020 - 5.74% to 7.89%), and the transfer of the principal amount fixed at $360.5 million upon maturity in exchange for NOK 3.1 billion (see Note 16).

As at March 31, 2021, the Company had six U.S. Dollar-denominated term loans outstanding, which totaled $916.6 million in aggregate principal amount (December 31, 2020 – $938.3 million). Interest payments on the term loans are based on LIBOR plus a margin, of which one of the term loans has an additional tranche with a weighted average fixed rate of 4.26%. At March 31, 2021 and at December 31, 2020, the margins ranged between 1.85% and 3.25%. The term loans require payments in quarterly installments commencing three months after drawdown, and five of the term loans have balloon or bullet repayments due at maturity. The term loans are collateralized by first-priority mortgages on 20 (December 31, 2020 – 20) of the Company’s vessels, together with certain other security.
Teekay LNG has two Euro-denominated term loans outstanding, which, as at March 31, 2021, totaled 122.6 million Euros ($143.8 million) (December 31, 2020 – 125.0 million Euros ($152.7 million)). Teekay LNG is servicing the loans with funds generated by two Euro-denominated, long-term time-charter contracts. Interest payments for one of the term loans are based on Euro Interbank Offered Rate (or EURIBOR) plus a margin. Interest payments on the remaining term loan are based on EURIBOR where EURIBOR is limited to zero or above zero values, plus a margin. At March 31, 2021 and December 31, 2020, the margins ranged between 0.60% and 1.95%. The Euro-denominated term loans reduce in monthly and semi-annual payments with varying maturities through 2024, are collateralized by first-priority mortgages on two of Teekay LNG's vessels, together with certain other security, and are guaranteed by Teekay LNG and one of its subsidiaries.

Both Euro-denominated term loans and NOK-denominated bonds are revalued at the end of each period using the then-prevailing U.S. Dollar exchange rate. Due primarily to the revaluation of the Company’s NOK-denominated bonds, the Company’s Euro-denominated term loans and restricted cash and the change in the valuation of the Company’s cross currency swaps, the Company recognized a foreign exchange gain of $5.7 million (2020 – $6.6 million) during the three months ended March 31, 2021.

The weighted-average interest rate on the Company’s aggregate long-term debt as at March 31, 2021 was 4.0% (December 31, 2020 – 3.8%). This rate does not include the effect of the Company’s interest rate swap agreements (see Note 16).

The aggregate annual long-term debt principal repayments required to be made by the Company subsequent to March 31, 2021, are $237.1 million (remainder of 2021), $462.3 million (2022), $390.6 million (2023), $294.7 million (2024), $188.2 million (2025) and $469.8 million (thereafter).

The Company’s long-term debt agreements generally provide for maintenance of minimum consolidated financial covenants and six loan agreements require the maintenance of vessel market value to loan ratios. As at March 31, 2021, these ratios were 408%, 320%, 142%, 201%, 162% and 134% compared to their minimum required ratios of 125%, 115%, 120%, 135%, 125% and 110%, respectively. The vessel values used in these ratios are the appraised values provided by third parties where available or prepared by the Company based on second-hand sale and purchase market data. Changes in the LNG/LPG carrier and conventional tanker markets could affect the Company's compliance with these ratios.

Certain loan agreements require Teekay LNG to maintain a minimum level of tangible net worth, and minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million, and not to exceed a maximum level of financial leverage. Certain loan agreements require Teekay Tankers to maintain minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of the greater of $35.0 million and at least 5.0% of Teekay Tankers' total consolidated debt and obligations related to finance leases.

As at March 31, 2021, the Company was in compliance with all covenants under its credit facilities and other long-term debt.

11. Capital Stock
The authorized capital stock of Teekay at March 31, 2021 and December 31, 2020 was 25 million shares of preferred stock, with a par value of $1 per share, and 725 million shares of common stock, with a par value of $0.001 per share. As at March 31, 2021, Teekay had no shares of preferred stock issued.

In December 2020, Teekay filed a continuous offering program (or COP) under which Teekay may issue shares of its common stock, at market prices up to a maximum aggregate amount of $65.0 million. As of March 31, 2021, no shares of common stock have been issued under this COP.

Page 18

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
12. Commitments and Contingencies
a)Vessels Under Construction and Upgrades

Teekay LNG's share of commitments to fund equipment installation and other construction contract costs as at March 31, 2021 are as follows:
Total
$
Remainder of
2021
$
2022
$
Certain consolidated LNG carriers (i)
37,05723,43513,622
Bahrain LNG Joint Venture (ii)
11,33911,339
48,39634,77413,622

(i)In June 2019, Teekay LNG entered into an agreement with a contractor to supply reliquefication equipment on certain of Teekay LNG's LNG carriers in 2021 and 2022, for an estimated installed cost of $59.2 million. As at March 31, 2021, the estimated remaining cost of this installation is $37.1 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. As at March 31, 2021, Teekay LNG's proportionate share of the estimated remaining cost of $11.3 million relates to the final construction installment on the LNG terminal. The Bahrain LNG Joint Venture has remaining debt financing of $24.0 million, which is undrawn, of which $7.2 million relates to Teekay LNG's proportionate share of the construction commitments included in the table above.

b)Liquidity

Management is required to assess if the Company will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of its financial statements. The Company had consolidated net income of $61.5 million and consolidated cash flows from operating activities of ($20.5) million during the three months ended March 31, 2021 and had a working capital deficit of $410.5 million as at March 31, 2021. This working capital deficit included approximately $361.2 million related to scheduled maturities and repayments of debt in the next 12 months.

Teekay Tankers has declared purchase options to acquire eight tankers for a total cost of $185.5 million during 2021, as part of the repurchase options under the sale-leaseback arrangements described in note 6. As a result of this, over the one-year period following the issuance of these unaudited consolidated financial statements, the Company expects that Teekay Tankers will need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its minimum liquidity requirements under its financial covenants. The Company expects Teekay Tankers to obtain this liquidity through refinancing the eight vessels to be repurchased. Teekay Tankers is actively pursuing the refinancing described above, which it considers probable of completion based on the status of the refinancing process and Teekay Tankers' history of being able to refinance loan facilities and arrange sale-leaseback financings for similar types of vessels.

Teekay LNG had a working capital deficit of $341.5 million as at March 31, 2021, which includes $350.3 million related to scheduled maturities and repayments of long-term debt during the one-year period following the issuance of these unaudited consolidated financial statements. Teekay LNG expects that it will have sufficient liquidity to continue as a going concern for at least the one-year period following the issuance of these unaudited consolidated financial statements, based on its liquidity at the date these unaudited consolidated financial statements were issued, the liquidity it expects to generate from operations over the following year, the cash distributions it expects to receive from its equity-accounted joint ventures, and an expected debt refinancing which Teekay LNG considers probable based on its history of refinancing similar debt.

Based on the Company’s liquidity at the date these unaudited consolidated financial statements were issued, the liquidity the Company expects to generate from operations over the following year, the dividends it expects to receive from its equity-accounted joint ventures, and expected debt refinancings, the Company expects that it will have sufficient liquidity to continue as a going concern for at least the one-year period following the issuance of these unaudited consolidated financial statements.

c)Legal Proceedings and Claims

The Company may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. The Company believes that any adverse outcome of existing claims, individually or in the aggregate, would not have a material effect on its financial position, results of operations or cash flows, when taking into account its insurance coverage and indemnifications from charterers. For information about recent legal proceedings, please read “Item 18 – Financial Statements: Note 16c – Legal Proceedings and Claims.”

Page 19

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
d)Other

The Company enters into indemnification agreements with certain officers and directors. In addition, the Company enters into other indemnification agreements in the ordinary course of business. The maximum potential amount of future payments required under these indemnification agreements is unlimited. However, the Company maintains what it believes is appropriate liability insurance that reduces its exposure and enables the Company to recover future amounts paid up to the maximum amount of the insurance coverage, less any deductible amounts pursuant to the terms of the respective policies, the amounts of which are not considered material.

Teekay LNG guarantees its proportionate share of certain loan facilities and obligations on interest rate swaps for its equity-accounted joint ventures for which the aggregate principal amount of the loan facilities and fair value of the interest rate swaps as at March 31, 2021 was $1.4 billion. As at March 31, 2021, all of Teekay LNG's equity-accounted joint ventures were in compliance with all covenants relating to these loan facilities that Teekay LNG guarantees. In March 2021, Teekay LNG's 33%-owned joint venture with NYK and Mitsui & Co. Ltd. (or the Angola Joint Venture) obtained a waiver for the covenant requirement that was not met at December 31, 2020 until the next test at June 30, 2021.
13. Financial Instruments
a)Fair Value Measurements

For a description of how the Company estimates fair value and for a description of the fair value hierarchy levels, see "Item 18 – Financial Statements: Note 11" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020.

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the Company’s financial instruments that are not accounted for at fair value on a recurring basis.
  March 31, 2021December 31, 2020
Fair
Value
Hierarchy
Level
Carrying
Amount
Asset
(Liability)
$
Fair
Value
Asset
(Liability)
$
Carrying
Amount
Asset
(Liability)
$
Fair
Value
Asset
(Liability)
$
Recurring
Cash, cash equivalents and restricted cash (note 19)
Level 1334,768334,768405,890405,890
Derivative instruments (note 16)
Interest rate swap agreements – assets (1)
Level 22,3822,382
Interest rate swap agreements – liabilities (1)
Level 2(42,428)(42,428)(77,873)(77,873)
Cross currency interest swap agreements – assets (1)
Level 27,4517,4514,5054,505
Cross currency interest swap agreements – liabilities (1)
Level 2(17,787)(17,787)(20,022)(20,022)
Forward freight agreementsLevel 2(33)(33)
Non-recurring
Vessels and equipment (note 7)
Level 299,96799,967
Vessels held for sale (note 7)
Level 231,68031,680
Operating lease right-of-use assets (note 7)
Level 278781,7991,799
Other (2)
Short-term debt (note 9)
Level 2(20,000)(20,000)(10,000)(10,000)
Long-term debt – public (note 10)
Level 1(590,408)(616,254)(587,913)(597,281)
Long-term debt – non-public (note 10)
Level 2(1,427,186)(1,436,394)(1,467,194)(1,481,093)
Obligations related to finance leases, including current portion (note 6)
Level 2(1,677,030)(1,771,962)(1,700,965)(1,868,667)
 
(1)The fair value of the Company's interest rate swap and cross currency swap agreements at March 31, 2021 includes $3.0 million (December 31, 2020 – $6.1 million) accrued interest expense which is recorded in accrued liabilities on the unaudited consolidated balance sheet.

(2)In these unaudited interim 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.

b) Credit Losses

For a description of the Company's exposure to potential credit losses under ASC 326, see "Item 18 – Financial Statements: Note 11b" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020.

Page 20

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
The following table includes the amortized cost basis of the Company's direct interests in financing receivables and net investment in direct financing leases by class of financing receivables and by period of origination and their associated credit quality.
Amortized Cost Basis by Origination Year
Credit Quality Grade (1)
202020182016Prior to 2016Total
As at March 31, 2021$$$$$
Sales-type lease – Teekay Parent
  Foinaven FPSO
Performing15,765 — — — 15,765 
Direct financing leases – Teekay LNG
  Tangguh Hiri and Tangguh Sago
Performing— — — 329,283 329,283 
  Bahrain SpiritPerforming— 211,379 — — 211,379 
— 211,379 — 329,283 540,662 
Loans to equity-accounted joint ventures
  Exmar LPG Joint VenturePerforming— — — 42,266 42,266 
  Bahrain LNG Joint VenturePerforming— — 73,375 — 73,375 
  OtherPerforming991 — — — 991 
991 — 73,375 42,266 116,632 
16,756 211,379 73,375 371,549 673,059 
As at December 31, 2020
Sales-type lease – Teekay Parent
  Foinaven FPSO
Performing15,472 — — — 15,472 
Direct financing leases – Teekay LNG
Tangguh Hiri and Tangguh Sago
Performing— — — 332,308 332,308 
Bahrain SpiritPerforming— 211,939 — — 211,939 
— 211,939 — 332,308 544,247 
Loans to equity-accounted joint ventures
Exmar LPG Joint VenturePerforming— — — 42,266 42,266 
Bahrain LNG Joint VenturePerforming— — 73,375 — 73,375 
OtherPerforming991 — — — 991 
991 — 73,375 42,266 116,632 
16,463 211,939 73,375 374,574 676,351 

(1)For a description of how the Company's credit quality grades are determined see "Item 18 – Financial Statements: Note 11b" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020. As at March 31, 2021, all direct financing and sales-type leases held by the Company and Teekay LNG's equity-accounted joint ventures had a credit quality grade of performing.
Changes in the allowance for credit losses for the three months ended March 31, 2021 are as follows:
Page 21

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
Direct Financing and Sales-Type Leases (1)(2)
$
Direct Financing and Sales-Type Leases and Other within Equity-Accounted Joint Ventures (1)(2)
$
Loans to Equity-Accounted Joint Ventures (1)(2)
$
Guarantees of Debt (1)(2)
$
Total
$
Three Months Ended March 31, 2021
As at December 31, 202031,07854,9374,7262,08092,821
Provision for (reversal of) potential
credit losses
4,7266,677(981)21810,640
As at March 31, 202135,80461,6143,7452,298103,461
Three Months Ended March 31, 2020
As at January 1, 2020 11,15536,2923,7142,13953,300
(Reversal of) provision for potential
credit losses
(100)8,9808,880
As at March 31, 202011,05545,2723,7142,13962,180

(1)For a description of how the credit loss provision for direct financing leases, direct financing and sales-type leases and other within equity-accounted joint ventures, loans to equity-accounted joint ventures and guarantees of debt was determined for the three months ended March 31, 2021 and 2020, see "Item 18 – Financial Statements: Note 11b" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020.
(2)The changes in credit loss provision of $4.7 million and ($0.1) million for the three months ended March 31, 2021 and 2020, respectively, relating to the Company's consolidated vessels, was included in other expense on the unaudited consolidated statements of income. The change in the credit loss provision for the three months ended March 31, 2021 primarily reflects a decline in the estimated charter-free valuations for certain types of Teekay LNG's LNG carriers at the end of their time-charter contract which are accounted for as direct financing leases. These estimated future charter-free values are subject to change based on the underlying LNG shipping market fundamentals.
The change in credit loss provision of $6.7 million and $9.0 million for the three months ended March 31, 2021 and 2020, respectively, relating to the direct financing and sales-type leases and other within Teekay LNG's equity-accounted joint ventures was included in equity income. The change in credit loss provision for the three months ended March 31, 2021 primarily reflects a decline in the estimated charter-free valuations for certain types of LNG carriers at the end of their time-charter contract, which are accounted for as direct financing and sales-type leases; and the change in credit loss provision for the three months ended March 31, 2020 primarily reflects the initial credit loss provision recognition upon commencement of the sales-type lease for the LNG regasification terminal and associated floating storage unit (or FSU) in the Bahrain LNG Joint Venture in January 2020.
The changes in the credit loss provision for the Company's consolidated vessels and the vessels within Teekay LNG's equity-accounted joint ventures for the three months ended March 31, 2021 do not reflect any material change in expectations of the charterers' ability to make their time-charter hire payments as they come due compared to the beginning of the year.
14. Restructuring Charges
During the three months ended March 31, 2021, the Company recorded restructuring charges of $0.3 million. The restructuring charges primarily related to severance costs resulting from the reorganization and realignment of resources of the Company's shared service function.

During the three months ended March 31, 2020, the Company recorded restructuring charges of $2.4 million. The restructuring charges primarily related to severance costs resulting from the reorganization and realignment of resources of the Company's shared service function of which a portion of the costs were recovered from the customer, Altera, and the recovery is presented in revenue. The 2020 restructuring charges also related to the termination of the contract for the Banff FPSO.

At March 31, 2021 and December 31, 2020, $1.0 million and $2.4 million, respectively, of restructuring liabilities were recorded in accrued liabilities and other on the unaudited consolidated balance sheets.

Page 22

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
15. Accumulated Other Comprehensive Loss
As at March 31, 2021 and December 31, 2020, the Company’s accumulated other comprehensive loss consisted of the following components:
March 31,December 31,
20212020
$$
Unrealized loss on qualifying cash flow hedging instruments(26,005)(44,006)
Pension adjustments, net of tax recoveries(5,014)(4,877)
(31,019)(48,883)
16. Derivative Instruments and Hedging Activities
The Company uses derivative instruments to manage certain risks in accordance with its overall risk management policies.

Foreign Exchange Risk

From time to time, the Company economically hedges portions of its forecasted expenditures denominated in foreign currencies with foreign currency forward contracts. As at March 31, 2021, the Company was not committed to any foreign currency forward contracts.

The Company enters into cross currency swaps, and pursuant to these swaps the Company receives the principal amount in NOK on the maturity dates of the swaps, in exchange for payment of a fixed U.S. Dollar amount. In addition, the cross currency swaps exchange a receipt of floating interest in NOK based on NIBOR plus a margin for a payment of U.S. Dollar fixed interest. The purpose of the cross currency swaps is to economically hedge the foreign currency exposure on the payment of interest and principal amounts of the Company’s NOK-denominated bonds due in 2021, 2023 and 2025. In addition, the cross currency swaps economically hedge the interest rate exposure on the NOK bonds due in 2021, 2023 and 2025. The Company has not designated, for accounting purposes, these cross currency swaps as cash flow hedges of its NOK-denominated bonds due in 2021, 2023 and 2025. As at March 31, 2021, the Company was committed to the following cross currency swaps:
Fair Value /
Carrying
Amount of
Asset /
(Liability)
$
Notional
Amount
NOK
Notional
Amount
USD
Floating Rate Receivable  
Reference
Rate
Margin
Fixed Rate
Payable
Remaining
Term (years)
1,200,000 146,500 NIBOR6.00%7.72%(8,052)0.6
850,000 102,000 NIBOR4.60%7.89%(9,735)2.4
1,000,000 112,000 NIBOR5.15%5.74%7,4514.4
(10,336)

Interest Rate Risk

The Company enters into interest rate swap agreements, which exchange a receipt of floating interest for a payment of fixed interest, to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. The Company designates certain of its interest rate swap agreements as cash flow hedges for accounting purposes.
 
As at March 31, 2021, the Company was committed to the following interest rate swap agreements related to its LIBOR-based debt and EURIBOR-based debt, whereby certain of the Company’s floating-rate debts were swapped with fixed-rate obligations: 
Interest
Rate
Index
Principal
Amount
Fair Value /
Carrying
Amount of
Asset /
(Liability)
$
Weighted-
Average
Remaining
Term
(years)
Fixed
Swap
Rate
(%)(1)
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swaps (2)
LIBOR875,921 (34,782)3.82.2
EURIBOR-Based Debt:
Euro-denominated interest rate swaps
EURIBOR65,106 (5,264)2.43.9
(40,046)

(1)Excludes the margins the Company pays on its variable-rate debt which, as of March 31, 2021, ranged from 0.6% to 4.25%.
Page 23

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
(2)Includes interest rate swaps with the notional amount reducing quarterly or semi-annually. Two interest rate swaps are subject to mandatory early termination in 2024, at which time the swaps will be settled based on their fair value.
Tabular Disclosure

The following tables present the location and fair value amounts of derivative instruments, segregated by type of contract, on the Company’s unaudited consolidated balance sheets.
Prepaid Expenses and OtherGoodwill, Intangibles and Other Non-Current Assets
Accrued Liabilities and Other (1)
Accrued Liabilities and Other (2)
Other Long-Term Liabilities
$$$$$
As at March 31, 2021
Derivatives designated as a cash flow hedge:
Interest rate swap agreements(72)(3,084)(5,234)
Derivatives not designated as a cash flow hedge:
Interest rate swap agreements2,382(2,273)(13,429)(18,336)
Cross currency swap agreements1247,317(649)(10,405)(6,723)
Forward freight agreements(33)
1249,699(2,994)(26,951)(30,293)
 
Prepaid Expenses and OtherGoodwill, Intangibles and Other Non-Current Assets
Accrued Liabilities and Other (1)
Accrued Liabilities and Other (2)
Other Long-Term Liabilities
$$$$$
As at December 31, 2020
Derivatives designated as a cash flow hedge:
Interest rate swap agreements(70)(3,162)(9,631)
Derivatives not designated as a cash flow hedge:
Interest rate swap agreements(5,372)(43,590)(16,048)
Cross currency swap agreements4,505(701)(11,434)(7,887)
4,505(6,143)(58,186)(33,566)
(1)Represents accrued interest related to derivative instruments presented in accrued liabilities and other on the consolidated balance sheets (see Note 8).
(2)Represents the current portion of derivative liabilities presented in accrued liabilities and other on the consolidated balance sheets (see Note 8).

As at March 31, 2021, the Company had multiple interest rate swaps and cross currency swaps with the same counterparty that are subject to the same master agreements. Each of these master agreements provides for the net settlement of all derivatives subject to that master agreement through a single payment in the event of default or termination of any one derivative. The fair value of these derivatives is presented on a gross basis in the Company’s unaudited consolidated balance sheets. As at March 31, 2021, these derivatives had an aggregate fair value asset amount of $8.6 million and an aggregate fair value liability amount of $58.1 million.

Page 24

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
For the periods indicated, the following tables present the gains (losses) on interest rate swap agreements designated and qualifying as cash flow hedges (excluding such agreements in equity-accounted investments):

Three Months Ended March 31,
20212020
$$
Amount of gain (loss) recognized in OCI4,475(9,171)
Amount of loss reclassified from accumulated OCI to interest expense(815)(152)
Realized and unrealized (losses) gains from derivative instruments that are not designated for accounting purposes as cash flow hedges are recognized in earnings and reported in realized and unrealized (losses) gains on non-designated derivatives in the unaudited consolidated statements of income as follows:
Three Months Ended March 31,
20212020
$$
Realized (losses) gains relating to:
Interest rate swap agreements(4,918)(2,677)
Interest rate swap agreement termination(18,012)
Foreign currency forward contracts(241)
Forward freight agreements28(49)
(22,902)(2,967)
Unrealized gains (losses) relating to:
Interest rate swap agreements30,256(18,812)
Foreign currency forward contracts202
Forward freight agreements(33)(86)
30,223(18,696)
Total realized and unrealized gains losses on derivative instruments7,321(21,663)

Realized and unrealized (losses) gains from cross currency swaps are recognized in earnings and reported in foreign exchange gain in the unaudited consolidated statements of income as follows:
Three Months Ended March 31,
20212020
$$
Realized losses(1,345)(1,817)
Unrealized gains (losses)5,130(49,540)
Total realized and unrealized gains losses on cross currency swaps3,785(51,357)

The Company is exposed to credit loss to the extent the fair value represents an asset in the event of non-performance by the counterparties to the cross currency and interest rate swap agreements; however, the Company does not anticipate non-performance by any of the counterparties. In order to minimize counterparty risk, the Company only enters into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transaction. In addition, to the extent possible and practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.

Page 25

TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other than share and per share data)
17. Income Tax Recovery (Expense)
The components of the provision for income tax recovery (expense) are as follows:
 Three Months Ended March 31,
20212020
$$
Current (1,345)(3,786)
Deferred 2,730(6)
Income tax recovery (expense)1,385(3,792)

The following table reflects changes in uncertain tax positions relating to freight tax liabilities, which are recorded in other long-term liabilities and accrued liabilities on the Company's unaudited consolidated balance sheets:
Three Months Ended March 31,
20212020
$$
Balance of unrecognized tax benefits as at January 170,73862,958
Increases for positions related to the current year1,5811,397
Increases for positions related to prior years2,4922,599
Decrease related to statute limitations(2,758)(52)
Foreign exchange gain(694)(1,410)
Balance of unrecognized tax benefits as at March 3171,35965,492
Included in the Company's current income tax expense are provisions for uncertain tax positions relating to freight taxes. Positions relating to freight taxes can vary each period depending on the trading patterns of the Company's vessels.
The Company does not presently anticipate that its provisions for uncertain tax positions relating to freight taxes will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs. The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at the time. Such information may include legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly.
18. Net Income (Loss) Per Share
Three Months Ended March 31,
20212020
$$
Net income (loss) attributable to the shareholders of Teekay Corporation - basic29,951(49,805)
Increase in net earnings for interest expense recognized during the period relating to
Convertible Notes
1,594
Reduction in net earnings due to dilutive impact of stock-based awards in Teekay LNG
and Teekay Tankers
(61)
Net income (loss) attributable to the shareholders of Teekay Corporation - diluted31,484(49,805)
Weighted average number of common shares 101,165,928100,887,551
Dilutive effect of Convertible Notes9,588,378
Dilutive effect of stock-based awards684,844
Common stock and common stock equivalents 111,439,150100,887,551
Income (loss) per common share
 - Basic 0.30(0.49)
 - Diluted 0.28(0.49)

Prior to January 1, 2021, the Company used the treasury stock method to determine the dilutive impact of the Convertible Notes (see Note 10) when calculating diluted earnings per share. Upon adoption of ASU 2020-06 on January 1, 2021, the Company changed to the if-converted method to determine any potential dilutive impact of the Convertible Notes on diluted earnings per share (see Note 2). The dilutive impact of the conversion feature on the Convertible Notes is determined using an assumed conversion date equal to the beginning of the reporting period.
Page 26

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

Stock-based awards and the conversion feature on the Convertible Notes that have an anti-dilutive effect on the calculation of diluted loss per common share are excluded from this calculation. For the three months ended March 31, 2021 and March 31, 2020, the number of Common Stock from stock-based awards and the conversion feature on the Convertible Notes that had an anti-dilutive effect on the calculation of diluted earnings per common share were 5.5 million and 6.1 million, respectively. In periods where a loss attributable to shareholders of Teekay has been incurred, all stock-based awards and the conversion feature on the Convertible Notes are anti-dilutive.
19. Supplemental Cash Flow Information
Total cash, cash equivalents, restricted cash, and cash and restricted cash held for sale are as follows:
March 31, 2021December 31, 2020March 31, 2020December 31, 2019
$
$
$
$
Cash and cash equivalents284,074348,785564,401353,241
Restricted cash – current8,52211,14440,44456,777
Restricted cash – non-current42,17245,96183,40844,849
Assets held for sale – cash2,0181,121
Assets held for sale – restricted cash337337
334,768405,890690,608456,325

The Company maintains restricted cash deposits relating to certain term loans, collateral for cross currency swaps (see Note 16), performance bond collateral, leasing arrangements, project tenders and amounts received from charterers to be used only for dry-docking expenditures and emergency repairs.

On March 27, 2020, Teekay Parent sold Golar-Nor to Altera (see Note 6).

20. Subsequent Events
a)In April 2021, Teekay and CNRI, on behalf of the Banff joint venture, entered into a DSA whereby Teekay engaged CNRI to decommission Teekay’s remaining subsea infrastructure located within the CNRI-operated Banff field. As part of the DSA, CNRI will assume full responsibility for Teekay’s remaining asset retirement obligations (or Phase 2) for the above-mentioned facilities, which would enable CNRI to complete this work in conjunction with their other decommissioning work at the Banff field in a more efficient manner. As part of the transaction, Teekay will be deemed to have completed all of its prior decommissioning obligations. The DSA is subject to certain conditions precedent that need to be satisfied by June 1, 2021 (or any agreed extension thereto) failing which the DSA may be terminated by either party. Such conditions precedent include receiving confirmation from the applicable U.K. regulatory authorities that Teekay has completed all of its obligations in relation to Phase 1 of the decommissioning project.

b)In April 2021, the charterer of the Petrojarl Foinaven FPSO unit announced its decision to suspend production from the Foinaven oil fields and permanently remove the FPSO unit from the site. The Company expects the FPSO unit will be redelivered to Teekay in the first half of 2022, at which point the Company intends to green-recycle the FPSO unit. The Petrojarl Foinaven FPSO unit is currently operating under a new bareboat charter agreement secured in March 2020, which included an upfront cash payment of $67 million that was received in April 2020, a nominal day rate during the duration of the contract, and a fixed lump sum payment at the end of the contract that the Company expects will cover the green recycling costs for the unit in 2022.

c)On May 17, 2021, Teekay Tankers completed the purchases of two Suezmax tankers previously under the sale-leaseback arrangements described in note 6 for a total cost of $56.7 million, using available cash and undrawn credit facility.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and accompanying notes contained in “Item 1 – Financial Statements” of this Report on Form 6-K and with our audited consolidated financial statements contained in “Item 18 – Financial Statements” and with Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Item 5 – Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2020. Included in our Annual Report on Form 20-F is important information about items that you should consider when evaluating our results, including an explanation of our organizational structure, information about the types of contracts we enter into and certain non-GAAP measures we utilize to measure our performance. Unless otherwise indicated, references in this Report to “Teekay,” the “Company,” “we,” “us” and “our” and similar terms refer to Teekay Corporation and its subsidiaries.

Overview

Teekay Corporation (or Teekay) is an operational leader and project developer in the marine midstream space. Teekay provides a comprehensive set of marine services to the world's leading oil and gas companies. We have a 100% general partnership interest in one publicly-listed master limited partnership, Teekay LNG Partners L.P. (or Teekay LNG), a controlling interest in publicly-listed Teekay Tankers Ltd. (or Teekay Tankers, and together with Teekay LNG, the Daughter Entities), and we directly own three floating production storage and offloading (or FPSO) units. Teekay and its subsidiaries, other than Teekay LNG and Teekay Tankers, are referred to herein as Teekay Parent.
ITEMS YOU SHOULD CONSIDER WHEN EVALUATING OUR RESULTS
There are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects and we use a variety of financial and operational terms and concepts when analyzing our results of operations. These items can be found in "Item 5 – Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2020.

Novel Coronavirus (COVID-19) Pandemic

Although global demand for LNG and LPG has remained relatively stable, the COVID-19 pandemic has resulted and may continue to result in a significant decline in global demand for crude oil, and may result in reduced demand for LNG and LPG in the future. As our business includes the transportation of LNG, LPG and oil on behalf of our customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services.

To date, we have not experienced any material business interruptions as a result of the COVID-19 pandemic. However, COVID-19 has been a contributing factor to the decline in spot and short-term time charter rates in our oil tanker business since mid-May 2020 and has also increased certain crewing-related costs, which has had an impact on our cash flows, and was a contributing factor to the non-cash write-down of six of Teekay LNG's multi-gas vessels and one of our FPSO units during the three months ended March 31, 2020, as described in "Item 1 - Financial Statements: Note 7 - Write-down and Loss on Sale". We continue to monitor the potential impact of the COVID-19 pandemic on us and our industry, including counterparty risk associated with our vessels under contract and monitoring the impact on potential vessel impairments. We have also introduced a number of measures to protect the health and safety of the crews on our vessels and our onshore staff.

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

Given the dynamic nature of the pandemic, including the development of variants of the virus, the duration of any potential business disruption and the related financial impact, and the effects on us and our suppliers, customers and industry, cannot be reasonably estimated at this time and could materially affect our business, results of operations and financial condition. Please read “Item 3. Key Information - Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2020 for additional information about the potential risks of COVID-19 on our business.

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RECENT DEVELOPMENTS AND RESULTS OF OPERATIONS
The following table (a) presents revenues and income (loss) from vessel operations for Teekay LNG, Teekay Tankers and Teekay Parent, and (b) reconciles these amounts to our unaudited consolidated financial statements. Please read "Item 1 – Financial Statements: Note 5 – Segment Reporting" for information about our lines of business and segments.
RevenuesIncome (Loss) from Vessel Operations
Three Months EndedThree Months Ended
March 31,March 31,
(in thousands of U.S. dollars)2021202020212020
Teekay LNG152,802139,88770,61121,738
Teekay Tankers142,749341,900(11,843)120,126
Teekay Parent63,53092,2672,559(12,968)
Teekay Corporation Consolidated
359,081574,05461,327128,896

SUMMARY
Teekay's consolidated income from vessel operations decreased to $61.3 million for the three months ended March 31, 2021 compared to $128.9 million for the same period last year. The primary reasons for this decrease in our consolidated results are as follows:


a decrease in income from vessel operations in Teekay Tankers of $132.0 million, primarily due to lower overall average realized spot TCE rates earned by its Suezmax, Aframax and LR2 product tankers and lower earnings from Teekay Tankers' full service lightering (or FSL) dedicated vessels compared to the same period in the prior year, as well as various vessels on time-charter out contracts earning lower rates compared to the spot rates earned during the same period in the prior year;
partially offset by
an increase in income from vessel operations in Teekay LNG of $48.9 million primarily due to a $45.0 million write-down of six multi-gas carriers during the first quarter of 2020; and
an increase in income from vessel operations in Teekay Parent of $15.5 million primarily due to a $46.5 million write-down of two FPSO units in the first quarter of 2020 and improved results in the first quarter of 2021 associated with the new bareboat charter agreement for the Petrojarl Foinaven FPSO unit, partially offset by a $44.9 million gain on commencement of a sales-type lease during the first quarter of 2020.
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Teekay LNG

As at March 31, 2021, Teekay LNG’s liquefied gas fleet consisted of a controlling interest in 22 LNG carriers and seven multi-gas carriers. In addition, Teekay LNG has interests ranging from 20% to 52% in 25 LNG carriers, 23 LPG carriers and one LNG regasification terminal in Bahrain that are accounted for using the equity method.

Recent Developments in Teekay LNG
In April 2021, Teekay LNG secured a one-year, fixed-rate charter contract for the Oak Spirit LNG carrier, which is scheduled to commence in August or September 2021.

In March 2021, Teekay LNG secured a one-year, spot market-linked charter contract, with a one-year extension option at a fixed rate for the Creole Spirit LNG carrier, which commenced in March 2021.

In March 2021, the charterer of the Arwa Spirit exercised its one-year option to extend the charter contract to May 2022 at a fixed-rate. In addition, in April 2021 the Methane Spirit commenced a two-year, fixed-rate charter contract, with a one-year extension option. Teekay LNG has a 52% interest in both of these vessels.

Operating Results – Teekay LNG

The following table compares Teekay LNG’s operating results, equity income and number of calendar-ship-days for its vessels for the three months ended March 31, 2021 and 2020. Please read "Item 1 – Financial Statements: Note 5 – Segment Reporting" for information about our lines of business and segments.
(in thousands of U.S. Dollars, except calendar-ship-days)Three Months Ended March 31,
20212020
Revenues 152,802139,887
Voyage expenses(7,183)(2,317)
Vessel operating expenses (30,089)(26,104)
Time-charter hire expenses(5,850)(5,922)
Depreciation and amortization (31,902)(32,639)
General and administrative expenses (1)
(7,167)(6,167)
Write-down of vessels(45,000)
Income from vessel operations70,61121,738
Equity Income – Liquefied Gas Carriers37,516373
Calendar-Ship-Days (2)
Liquefied Gas Carriers2,7002,740

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each of Teekay LNG's segments based on estimated use of resources).
(2)Calendar-ship-days presented relate to consolidated vessels.

Income from vessel operations for Teekay LNG increased to $70.6 million for the three months ended March 31, 2021, compared to $21.7 million for the same period in the prior year, primarily as a result of:

an increase of $45.0 million due to the write-down of six multi-gas carriers during the first quarter of 2020; and
an increase of $9.3 million due to lower operational claims on certain LNG and LPG carriers during the first quarter of 2021;

partially offset by:

a decrease of $4.0 million primarily due to timing of repairs and maintenance expenditures; and

a decrease of $3.1 million due to 21 off-hire and idle days for a scheduled dry docking and repositioning of the Creole Spirit LNG carrier and this vessel earning a lower rate upon redeployment in March 2021.

Equity income related to Teekay LNG’s liquefied gas carriers was $37.5 million for the three months ended March 31, 2021, compared to equity income of $0.4 million for the same period in the prior year. The changes were primarily as a result of:

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an increase of $37.6 million for the three months ended March 31, 2021 due to unrealized gains on non-designated interest rate swaps due to an increase in long-term forward LIBOR benchmark interest rates, compared to unrealized losses in the same period of the prior year due to a decrease in long-term forward LIBOR benchmark interest rates;

an increase of $3.1 million due to higher rates earned on certain LPG carriers in Teekay LNG's 50%-owned joint venture with Exmar NV (or the Exmar LPG Joint Venture); and

an increase of $2.3 million due to lower credit loss provisions recorded for the three months ended March 31, 2021 primarily due to the initial credit loss provision recognized upon commencement of the sales-type lease for the Bahrain regasification terminal and associated floating storage unit (or FSU) in January 2020 in Teekay LNG's 30%-owned joint venture in Bahrain (or the Bahrain LNG Joint Venture). The increase was partially offset by higher credit loss provision in certain of Teekay LNG's equity-accounted joint ventures due to declines in estimated charter-free vessel fair values for the three months ended March 31, 2021 (see “Item 1 – Financial Statements: Note 13 – Financial Instruments”).

partially offset by:

a decrease of $3.5 million due to lower charter rates earned upon redeployment of the Marib Spirit, Arwa Spirit and Methane Spirit between May 2020 and February 2021 in Teekay LNG's 52%-owned joint venture with Marubeni Corporation (or the MALT Joint Venture); and

a decrease of $3.1 million due to unscheduled off-hire for repairs on certain of Teekay LNG's equity-accounted LNG carriers in its 50%-owned joint venture with China LNG Shipping (Holdings) Limited (or the Yamal LNG Joint Venture) for the three months ended March 31, 2021.
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Teekay Tankers
As at March 31, 2021, Teekay Tankers owned 50 double-hulled conventional oil and product tankers, time-chartered-in one Aframax tanker and owned a 50% interest in one Very Large Crude Carrier (or VLCC).

Recent Developments in Teekay Tankers
In May 2021, Teekay Tankers completed the purchases of two Suezmax tankers previously under the sale-leaseback arrangements described in "Item 1 - Financial Statements: Note 6 – Leases" of this report, for a total cost of $56.7 million, using available cash and undrawn credit facility.

In March 2021, Teekay Tankers declared purchase options to acquire six Aframax tankers for a total cost of $128.8 million, as part of the repurchase options under sale-leaseback arrangements described in "Item 1 - Financial Statements: Note 6 – Leases" of this report. Teekay Tankers expects to complete the purchase and delivery of these vessels in September 2021.

In February 2021, Teekay Tankers agreed to sell two Aframax tankers for a combined sales price of $32.0 million. Both tankers were delivered to their new owners in March 2021.

Operating Results – Teekay Tankers

The following table compares Teekay Tankers’ operating results, equity income and number of calendar-ship-days for its vessels for the three months ended March 31, 2021 and 2020.
(in thousands of U.S. Dollars, except calendar-ship-days)Three Months Ended
March 31,
20212020
Revenues 142,749341,900
Voyage expenses (69,045)(119,241)
Vessel operating expenses (43,048)(50,649)
Time-charter hire expense(3,630)(9,879)
Depreciation and amortization (26,684)(29,632)
General and administrative(11,470)(9,286)
Write-down and loss on sale of assets(715)(3,087)
(Loss) income from vessel operations(11,843)120,126
Equity (loss) income(359)1,940
Calendar-Ship-Days (1)
Conventional Tankers4,7815,302

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

Tanker Market
Crude tanker spot rates remained under pressure during the first quarter of 2021 due to the ongoing impact of the COVID-19 pandemic on global oil demand, oil supply cuts by the OPEC+ group of producers, and the continued unwinding of floating storage. However, the mid-size crude tanker sectors experienced some pockets of strength during the latter part of the first quarter of 2021 due to the impact of weather events in the Atlantic Basin and the blockage of the Suez Canal in late-March 2021.

A resurgence in the number of COVID-19 cases in various regions led to a slowdown in global oil demand during the first quarter of 2021. According to the International Energy Agency (IEA), global oil demand declined to 93.7 million barrels per day (mb/d), down approximately 1.0 mb/d from the fourth quarter of 2020. After increasing supply by 0.5 mb/d in January 2021, the OPEC+ group of producers decided to freeze production for the rest of the first quarter of 2021 while Saudi Arabia implemented an additional voluntary supply cut of 1.0 mb/d from February 2021. The combination of stalling oil demand growth and lower OPEC+ supply put pressure on crude tanker spot rates during the first quarter of 2021. In addition, the number of tankers being used for floating storage fell to a 12-month low of just under 20 million deadweight tons (mdwt) by the end of the first quarter of 2021, which further added to the current tanker supply and demand imbalance.

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Despite these pressures, mid-size tanker spot rates showed some pockets of strength during the latter part of the first quarter, particularly in the Atlantic Aframax market. Bad weather in the U.S. Gulf during February and March 2021 along with vessel delays in the Mediterranean led to tighter tonnage supply, bolstering spot Aframax rates which reached over $20,000 per day on some routes. The blockage of the Suez Canal by the container ship Ever Given at the end of March 2021 further tightened vessel supply and contributed to additional rate volatility. Although these events have now passed and spot tanker rates declined at the start of the second quarter, it was encouraging to see a positive rate reaction to these factors in what was otherwise a relatively depressed rate environment.

Although the tanker market is currently under pressure, there are positive indicators that are trending in the right direction and signal a potential recovery in the tanker market in the coming quarters, including:

Improvements in the global economy. The outlook for the global economy is improving with the International Monetary Fund (IMF) raising their global GDP growth forecast for 2021 from 5.5 percent to 6.0 percent. As a result of this improved economic outlook, the IEA has increased its forecast for global oil demand in the second half of 2021 from 98.6 mb/d at the start of the year to 98.9 mb/d in its May 2021 monthly report. More importantly for the crude tanker market, the IEA expects global refinery throughput to increase by 6.6 mb/d between April and August 2021, which is expected to generate a significant increase in crude tanker demand.

Rapidly declining global oil inventories. Global oil inventories, which increased significantly in the second half of 2020, have been drawn down since the beginning of the year and are almost back to long-term averages, which means that oil demand growth will increasingly need to be met by additional oil supply in order to keep the oil market in balance. The OPEC+ group has already indicated its intention to return supply to the oil market by announcing a production increase of 2.1 mb/d between May and July 2021, and it is expected that additional supply will be needed in the second half of 2021 as oil demand is expected to increase in tandem with the rollout of global vaccination programs. This is expected to be positive for tanker demand moving into the second half of 2021; however, the risk remains that further outbreaks of COVID-19 could have a negative impact on oil demand, particularly if these outbreaks affect large oil importing nations.

Positive tanker fleet supply fundamentals. Tanker supply fundamentals continue to look very positive due to a small orderbook, relatively low levels of new tanker ordering, and an aging global tanker fleet. Since the start of 2021, there has been a large amount of new vessel ordering in the containership sector which is taking up a considerable amount of shipyard capacity through 2023 and is driving newbuilding prices up for all vessel types. High steel prices are also contributing to the increase in newbuilding prices, which have risen by approximately 10 percent since the fourth quarter of 2020. Higher newbuilding prices, coupled with ongoing uncertainty over vessel technology, are expected to keep the level of new tanker orders relatively low. Tanker scrapping appears to be picking up with 1.7 mdwt scrapped in March 2021, the highest level in almost three years. The combination of these factors is expected to keep tanker fleet growth at relatively low levels for the next two to three years.

In summary, the tanker market continues to face challenges in the near-term due to the impact of the COVID-19 pandemic. However, the outlook for the second half of 2021 looks more positive as global oil demand recovers in tandem with the rollout of vaccination programs and as the OPEC+ group of producers return oil supply to the market. This should lead to improved tanker fleet utilization in the latter part of 2021, with a more sustained recovery expected in 2022 and 2023 supported by positive long-term fleet supply fundamentals.

(Loss) income from vessel operations was a loss of ($11.8) million for the three months ended March 31, 2021, compared to income of $120.1 million for the same period in the prior year, primarily as a result of:

a decrease of $107.8 million due to lower overall average realized spot TCE rates earned during the first quarter of 2021 by Suezmax tankers, Aframax tankers and LR2 product tankers, as well as lower earnings from FSL dedicated vessels;
a net decrease of $16.7 million due to various vessels on time-charter out contracts earning lower rates compared to the spot rates for the first quarter of 2020;
a decrease of $2.6 million due to the sale of three Suezmax tankers in the first quarter of 2020 and two Aframax tankers in the first quarter of 2021; and
a decrease of $2.4 million due to more off-hire days during the first quarter of 2021 primarily related to vessel repairs compared to the same period in the prior year.

Teekay Parent
As at March 31, 2021, Teekay Parent had direct interests in three 100%-owned FPSO units, one of which was delivered to the yard for recycling in May 2021, which are included in Teekay Parent’s Offshore Production business. In addition, included in Teekay Parent’s Other and Corporate G&A segment was one FSO unit in-chartered from Altera until March 1, 2021, when it was redelivered. Teekay Parent also redelivered one FSO unit to Altera in August 2020, one bunker barge to a third party in May 2020, and two shuttle tankers to Altera in March 2020. The remaining portion of the Other and Corporate G&A segment primarily relates to Teekay Parent's marine services business in Australia as well as marine and corporate services provided to Teekay LNG's equity-accounted joint ventures and Altera.

Recent Developments in Teekay Parent

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In April 2021, Teekay Parent and CNR International (U.K.) Limited (or CNRI), on behalf of the Banff joint venture, entered into a Decommissioning Services Agreement (or DSA) whereby Teekay Parent engaged CNRI to decommission our remaining subsea infrastructure located within the CNRI-operated Banff field. As part of the DSA, CNRI will assume full responsibility for Teekay’s remaining asset retirement obligations (or Phase 2) for the above-mentioned facilities, which would enable CNRI to complete this work in conjunction with their other decommissioning work at the Banff field in a more efficient manner. As part of the transaction, Teekay will be deemed to have completed all of its prior decommissioning obligations. The DSA is subject to certain conditions precedent that need to be satisfied by June 1, 2021 (or any agreed extension thereto), failing which the DSA may be terminated by either party. Such conditions precedent include receiving confirmation from the applicable U.K. regulatory authorities that Teekay has completed all of its obligations in relation to Phase 1 of the decommissioning project.

In April 2021, BP plc announced its decision to suspend production from the Foinaven oil fields and permanently remove the Petrojarl Foinaven FPSO unit from the site. We currently expect the FPSO unit will be redelivered to Teekay Parent in the first half of 2022, at which point we intend to green-recycle the FPSO unit. The Petrojarl Foinaven FPSO is currently operating under a new bareboat charter agreement secured in March 2020, which included an upfront cash payment of $67 million that we received in April 2020, a nominal day rate during the duration of the contract, and a fixed lump sum payment at the end of the contract that we expect will cover the green recycling costs for the unit in 2022.

As a result of the above-mentioned developments relating to the Banff and Foinaven FPSOs, subject to meeting the conditions precedent of the DSA by June 1, 2021, Teekay Parent expects to reduce its accrued net asset retirement obligations in the second quarter of 2021.

Operating Results – Teekay Parent

The following tables compare Teekay Parent’s operating results, and the number of calendar-ship-days for its vessels for the three months ended March 31, 2021 and 2020.
(in thousands of U.S. Dollars, except calendar-ship-days)OffshoreOther and Teekay Parent
ProductionCorporate G&ATotal
Three Months Ended March 31,
202120202021202020212020
Revenues10,81745,93352,71346,33463,53092,267
Voyage expenses (6)33(6)
Vessel operating expenses(8,551)(36,270)(46,749)(40,270)(55,300)(76,540)
Time-charter hire expenses(7,950)(1,641)(3,305)(1,641)(11,255)
Depreciation and amortization
(10,646)(10,646)
General and administrative expenses (1)
(294)(699)(3,436)(2,125)(3,730)(2,824)
Write-down of vessels
(46,519)(46,519)
Gain on commencement of sales-type lease44,94344,943
Restructuring charges(1,054)(303)(1,334)(303)(2,388)
Income (loss) from vessel operations1,972(12,268)587(700)2,559(12,968)
Calendar-Ship-Days (2)
FPSO Units270273270273
FSO Units91599159182
Shuttle Tankers113113
(1)Includes direct general and administrative expenses and indirect general and administrative expenses allocated to offshore production, and other and corporate G&A based on estimated use of corporate resources.
(2)Apart from three FPSO units, all remaining calendar-ship-days presented relate to in-chartered vessels.

Teekay Parent – Offshore Production
Income from vessel operations for Teekay Parent’s Offshore Production business was $2.0 million for the three months ended March 31, 2021 compared to loss from vessel operations of $12.3 million for the three months ended March 31, 2020. The changes are primarily a result of:
an increase of $46.5 million due to the write-down of two of Teekay Parent's FPSO units in the first quarter of 2020; and
an increase of $3.4 million due to the Petrojarl Banff FPSO unit, primarily due to a decrease in depreciation and restructuring charges compared to the first quarter of 2020;

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partially offset by

a decrease of $35.4 primarily due to a $44.9 million gain on commencement of a sales-type lease in the first quarter of 2020, offset by improved results in the first quarter of 2021 associated with the new bareboat charter agreement for the Petrojarl Foinaven FPSO unit.

Teekay Parent – Other and Corporate G&A

Income from vessel operations for Teekay Parent’s Other and Corporate G&A segment was $0.6 million for the three months ended March 31, 2021, compared to loss from vessel operations of $0.7 million in the same period in the prior year. The increase in income for the three months ended March 31, 2021 was primarily related to higher revenues from our marine services business in Australia, partially offset by an increase in corporate expenses.

Other Consolidated Operating Results
The following table compares our other consolidated operating results for the three months ended March 31, 2021 and 2020:
Three Months Ended
March 31,
(in thousands of U.S. dollars)20212020
$$
Interest expense(48,939)(62,520)
Interest income2,0452,803
Realized and unrealized gains (losses) on non-designated derivative instruments7,321(21,663)
Foreign exchange gain5,7236,646
Other loss(4,515)(681)
Income tax recovery (expense)1,385(3,792)
Interest Expense. Interest expense decreased to $48.9 million for the three months ended March 31, 2021 from $62.5 million for the same period in the prior year, primarily due to:
a decrease of $7.0 million relating to Teekay LNG, primarily due to lower debt balances as a result of debt repayments and a decrease in LIBOR for the three months ended March 31, 2021 compared to the same period of the prior year;
a decrease of $5.1 million relating to Teekay Tankers, primarily due to significant prepayments of loan principal and debt refinancings completed during 2020, overall lower average LIBOR rates, and lower interest associated with its finance lease obligations resulting from the repurchase of two Aframax tankers previously under sale-leaseback arrangements during the fourth quarter of 2020; and
a decrease of $1.5 million relating to Teekay Parent, primarily due to lower accretion expense incurred on Teekay's 5% Convertible Senior Notes (or Convertible Notes) as a result of the adoption of ASU 2020-06 on January 1, 2021 (see "Item 1 - Financial Statements Note 2: Recent Accounting Pronouncements" for further details), and lower debt balances primarily due to the repurchase of some of Teekay's 9.25% senior secured notes due November 2022 (or the 2022 Notes) and Convertible Notes during 2020.
Realized and unrealized gains (losses) on non-designated derivative instruments. For the three months ended March 31, 2021 and 2020, we had interest rate swap agreements with aggregate average net outstanding notional amounts of approximately $0.9 billion and $1.0 billion, respectively, with average fixed rates of approximately 2.7% and 2.9%, respectively. We incurred realized losses of $22.9 million during the three months ended March 31, 2021, compared to realized losses of $2.7 million for the same period in the prior year under the interest rate swap agreements. The increase in realized losses is primarily due to the termination of the interest rate swap agreement associated with the debt refinancing in Teekay LNG's 70%-owned consolidated joint venture, TK BLT Corporation (or the Tangguh Joint Venture) and short-term variable benchmark interest rates during these periods being generally lower than the average fixed rates of our interest rate swap agreements.
Primarily as a result of significant changes in the long-term benchmark interest rates during the three months ended March 31, 2021 compared with the same period in 2020, we recognized unrealized gains of $30.3 million under the interest rate swap agreements during the three months ended March 31, 2021, compared to unrealized losses of $18.8 million for the same period in the prior year.
Foreign Exchange Gain. Foreign currency exchange gains were $5.7 million for the three months ended March 31, 2021, compared to $6.6 million for the same period in the prior year. Our foreign currency exchange gains and losses, substantially all of which are unrealized, are primarily due to the relevant period-end revaluation of our Norwegian-Krone (or NOK)-denominated debt and our Euro-denominated term loans, finance lease and restricted cash for financial reporting purposes and the realized and unrealized (losses) gains on our cross currency swaps. Gains on NOK-denominated and Euro-denominated monetary liabilities reflect a stronger U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period. Losses on NOK-denominated and Euro-denominated monetary liabilities reflect a weaker U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period.
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For the three months ended March 31, 2021, foreign currency exchange gains included realized losses of $1.3 million (2020 – $1.8 million) and unrealized gains of $5.1 million (2020 – losses of $49.5 million) on our cross currency swaps, and unrealized losses of $1.2 million, (2020 – gains of $54.0 million) on the revaluation of our NOK-denominated debt.
Other loss. Other loss increased to $4.5 million for the three months ended March 31, 2021, compared to $0.7 million for the same period in the prior year, primarily due to an increase in unrealized credit loss provision recorded in the first quarter of 2021 as a result of declines of estimated charter-free valuations of certain LNG vessels under time-charter contracts accounted for as direct financing leases, and the impact of such declines on our expectation of the value of the vessels upon completion of their existing charter contracts.
Income Tax Recovery (Expense). Income tax recovery (expense) was a tax recovery of $1.4 million for the three months ended March 31, 2021, compared to tax expenses of $3.8 million for the same period in the prior year. The change was primarily due to changes in deferred tax balances due to timing of deductions in the Tangguh Joint Venture, in which Teekay LNG has a 70% ownership interest, as well as a tax recovery and decrease in valuation allowance relating to Teekay Parent.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Cash Needs
Teekay Corporation – Consolidated
Overall, our consolidated operations are capital intensive. We finance the purchase of our vessels primarily through a combination of borrowings from commercial banks, the issuance of equity and debt securities (primarily by our Daughter Entities), through partnering with joint venture partners and cash generated from operations. In addition, we may use sale and leaseback arrangements as a source of long-term liquidity. We use certain of our revolving credit facilities to finance changes in working capital or other expenditures which may arise. As at March 31, 2021, Teekay Corporation’s total consolidated cash and cash equivalents was $284.1 million, compared to $348.8 million at December 31, 2020. Teekay Corporation’s total consolidated liquidity, including cash, cash equivalents, undrawn credit facilities and the undrawn portion of a loan, which is determined based on certain borrowing criteria to finance Teekay Tankers' pool management operations, was $1.0 billion as at March 31, 2021 and December 31, 2020.

Our revolving credit facilities and term loans are described in “Item 1 – Financial Statements: Note 10 – Long-Term Debt.” They contain covenants and other restrictions typical of debt financing secured by vessels that restrict our ship-owning subsidiaries from, among other things: incurring or guaranteeing indebtedness; changing ownership or structure, including mergers, consolidations, liquidations and dissolutions; making dividends or distributions if we are in default; making capital expenditures in excess of specified levels; making certain negative pledges and granting certain liens; selling, transferring, assigning or conveying assets; making certain loans and investments; or entering into new lines of business.
Our long-term debt agreements generally provide for maintenance of minimum consolidated financial covenants and six of our loan agreements require the maintenance of vessel market value to loan ratios. As at March 31, 2021, these ratios were 408%, 320%, 142%, 201%, 162% and 134% compared to their minimum required ratios of 125%, 115%, 120%, 135%, 125% and 110%, respectively. The vessel values used in these ratios are the appraised values provided by third parties where available or prepared by us based on second-hand sale and purchase market data. Changes in the LNG/LPG carrier or conventional tanker markets could negatively affect our compliance with these ratios.

The indenture that governs our 2022 Notes (further described in the Teekay Parent section below) contains covenants that, among other things, restrict our and the guarantors’ ability to: incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions or repurchase or redeem our equity interests; prepay, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make investments; sell assets; incur liens, including the granting of any lien on any of the 2022 Note collateral, or further pledging any of the 2022 Note collateral as security, subject to permitted liens; enter into transactions with affiliates; and consolidate, merge or sell all or substantially all of our assets. The indenture also provides that under specific circumstances we may be required to offer to use all or a portion of the net proceeds of sales of our FPSO units or sales of Class B common stock of Teekay Tankers consummated prior to a specified date to repurchase 2022 Notes at a premium. The indenture further provides that we may be required, under certain circumstances, to offer to use all or a portion of the net proceeds of certain asset sales (other than a sale of an FPSO unit or shares of Class B common stock of Teekay Tankers prior to the specified date) to repurchase 2022 Notes.

As at March 31, 2021, we were in compliance with all covenants under our credit facilities and other long-term debt.

We are exposed to market risk from foreign currency fluctuations and changes in interest rates, spot tanker market rates for vessels and bunker fuel prices. We use foreign currency forward contracts, cross currency and interest rate swaps and forward freight agreements to manage currency, interest rate and spot tanker rates.

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Teekay Parent
Teekay Parent primarily owns equity ownership interests in the Daughter Entities and 100% ownership interests in the general partner of Teekay LNG and three FPSO units, and also provides management services to the Daughter Entities and third-parties. Teekay Parent’s primary short-term liquidity needs are the payment of operating expenses, asset retirement obligations, decommissioning costs and recycling costs associated with its FPSO units, debt servicing costs and scheduled repayments of long-term debt, as well as funding its other working capital requirements. Teekay Parent’s primary sources of liquidity are cash and cash equivalents, cash flows provided by operations, dividends/distributions and management fees received from the Daughter Entities and its availability under its undrawn credit facilities. As at March 31, 2021, Teekay Parent’s total cash and cash equivalents was $33.0 million, compared to $44.8 million at December 31, 2020. Teekay Parent’s total liquidity, including cash, cash equivalents and undrawn credit facilities, was $183.0 million as at March 31, 2021, compared to $173.4 million as at December 31, 2020.

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

In October 2020, Teekay Parent secured a new equity margin revolving credit facility maturing in June 2022 to refinance its previous facility which was scheduled to mature in December 2020. The equity margin revolving credit facility provides for aggregate potential borrowings of up to $150 million and is secured by common units of Teekay LNG and shares of Class A common stock of Teekay Tankers that are owned by Teekay Parent. Availability under the credit facility relates to the value of the common units and common stock pledged as collateral for the facility. As part of the refinancing, 10.75 million Teekay LNG common units were included as additional security. Should the value of the collateral decrease beyond a certain threshold, any outstanding amounts are to be repaid in full. As of March 31, 2021, Teekay Parent did not have any amounts drawn on its equity margin revolving credit facility and had $150.0 million available to be drawn based on the value of the collateral as of that date.

During 2020, Teekay Parent repurchased some of its Convertible Notes and 2022 Notes in the open market. As of March 31, 2021, Teekay Parent had acquired a total of $12.8 million principal amount of the Convertible Notes for total consideration of $10.5 million and $6.6 million principal amount of its 2022 Notes for total consideration of $6.2 million.

Based on Teekay Parent's liquidity at the date of this filing and the liquidity Teekay Parent expects to generate from operations over the following year, Teekay Parent expects to have sufficient liquidity to meet its existing liquidity needs for at least the next 12 months.

Teekay LNG
Teekay LNG's primary liquidity needs for the remainder of 2021 through 2022 include payment of operating expenditures, dry-docking expenditures, the funding of general working capital requirements, scheduled repayments and maturities of long-term debt and obligations related to finance leases, debt service costs, committed capital expenditures, its quarterly distributions, including payments of distributions on its Series A and Series B Preferred Units and common units and funding any common and preferred unit repurchases it may undertake. Teekay LNG anticipates that its primary sources of funds for its liquidity needs will be cash flows from operations, proceeds from financings and refinancings, and cash distributions that it expects to receive from its equity-accounted joint ventures.

Teekay LNG's ability to continue to expand the size of its fleet over the long-term is dependent upon its ability to generate operating cash flow, obtain long-term bank borrowings, sale-leaseback financing and other debt, as well as its ability to raise debt or equity financing through public or private offerings.

As at March 31, 2021, Teekay LNG's consolidated cash and cash equivalents were $163.5 million, compared to $206.8 million at December 31, 2020. Teekay LNG's total liquidity, which consists of cash, cash equivalents and undrawn credit facilities, was $406.2 million as at March 31, 2021, compared to $461.6 million as at December 31, 2020.

As at March 31, 2021, Teekay LNG had a working capital deficit of $341.5 million. This working capital deficit primarily arose from $350.3 million of long-term debt being classified as current at March 31, 2021 relating to scheduled maturities and repayments in the 12 months following March 31, 2021. Scheduled debt maturities include $140.3 million of NOK bonds maturing in October 2021 and $100.0 million of revolving credit facilities due by March 2022, which Teekay LNG expects to refinance to meet its minimum liquidity requirements under its financial covenants.

As at March 31, 2021, Teekay LNG had available liquidity from undrawn revolving credit facilities of $242.7 million.

Teekay LNG also guarantees its proportionate share of certain loan facilities and obligations on interest rate swaps for its equity-accounted joint ventures for which the aggregate principal amount of the loan facilities and fair value of the interest rate swaps as at March 31, 2021 was $1.4 billion. As at March 31, 2021, all of Teekay LNG's equity-accounted joint ventures were in compliance with all covenants relating to these loan facilities that Teekay LNG guarantees. In March 2021, Teekay LNG's 33%-owned joint venture with NYK and Mitsui & Co. Ltd. (or the Angola Joint Venture) obtained a waiver for the covenant requirement that was not met at December 31, 2020 until the next test at June 30, 2021.

In December 2018, Teekay LNG announced that its general partner's board of directors authorized a repurchase program for the repurchase of up to $100 million of Teekay LNG's common units. Since the announcement of the common unit repurchase program, Teekay LNG has repurchased a total of 3.6 million common units for $44.2 million and associated general partnership interest of $0.3 million. As at May 21, 2021 the remaining dollar value of units that may be purchased under the program is approximately $55.8 million.

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As part of its balanced capital allocation strategy, Teekay LNG increased its quarterly cash distributions on its common units by 15% from $0.25 per common unit to $0.2875 per common unit commencing with the quarterly distribution paid in May 2021.

For at least the one-year period following the date of this filing, Teekay LNG expects that its existing liquidity, combined with the cash flows it expects to generate from its operations, receive as dividends from its equity-accounted joint ventures and obtain from an expected debt refinancing will be sufficient to finance the majority of its liquidity needs.

Teekay Tankers
Teekay Tankers' primary sources of liquidity are cash and cash equivalents, cash flows provided by its operations, its undrawn credit facilities, and capital raised through financing transactions.

As at March 31, 2021, Teekay Tankers had a working capital deficit of $89.7 million, compared to a working capital surplus of $48.3 million as at December 31, 2020. The change in working capital balance was due to an increase in current liabilities resulting from the repurchase options declared in March 2021 for six vessels under existing finance leases, which are expected to be completed in September 2021 as described in "Item 1 - Financial Statements: Note 6 - Leases". Teekay Tankers expects the working capital deficit will be addressed through cash generated from operations and expected proceeds from anticipated refinancings of vessels to be repurchased.

As at March 31, 2021, Teekay Tankers' total consolidated cash and cash equivalents were $87.6 million, compared to $97.2 million at December 31, 2020. Teekay Tankers' cash balance decreased primarily as a result of net cash used for operating activities and prepayments of its revolving credit facility, partially offset by net proceeds received from the sale of two Aframax tankers. Teekay Tankers' total liquidity, including cash, cash equivalents and undrawn credit facilities, was $371.7 million as at March 31, 2021, compared to $372.6 million as at December 31, 2020.

Teekay Tankers anticipates that its primary sources of funds for its short-term liquidity needs will be cash flows from operations, existing cash and cash equivalents and undrawn short-term and long-term borrowings, and expected proceeds from refinancing eight vessel repurchases, which it believes will be sufficient to meet its existing liquidity needs for at least the next 12 months.

Teekay Tankers' short-term charters and spot market tanker operations contribute to the volatility of its net operating cash flow, and thus may impact its ability to generate sufficient cash flows to meet its short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. However, there may be years where other factors override typical seasonality. This was the case in the first quarter of 2021 when lower oil demand as a result of the COVID-19 pandemic, a constrained oil supply resulting from production cuts, and the return of ships from floating storage contributed to weak tanker rates.

Cash Flows
The following table summarizes our consolidated cash and cash equivalents provided by (used for) operating, financing and investing activities for the periods presented:

(in thousands of U.S. Dollars)Three months ended March 31,
20212020
$$
Net operating cash flows(20,517)438,959
Net financing cash flows(75,188)(252,476)
Net investing cash flows24,58347,800

Operating Cash Flows
Our consolidated net cash flow from operating activities fluctuates primarily as a result of changes in vessel utilization and TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and amount of dry-docking expenditures, repairs and maintenance activities, vessel additions and dispositions, and foreign currency rates. Our exposure to the spot tanker market has contributed significantly to fluctuations in operating cash flows historically as a result of highly cyclical spot tanker rates. In addition, until June 2020, the production performance of certain of our FPSO units that operated under contracts with a production-based compensation component contributed to fluctuations in operating cash flows. Further, as the charter contracts of some of our FPSO units included incentives based on oil prices, changes in global oil prices during recent years also impacted our operating cash flows until June 2020.

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

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Consolidated net cash flow from operating activities decreased to ($20.5) million for the three months ended March 31, 2021, from $439.0 million for the three months ended March 31, 2020. This decrease was primarily due to a $260.8 million decrease in direct financing lease payments received, which mainly related to payments received by Teekay LNG upon the sale of the WilForce and WilPride LNG carriers in January 2020. There was also a $130.8 million decrease in income from operations (before depreciation, amortization, write-downs and gain on commencement of sales-type lease) of our businesses. For a further discussion of changes in income from operations from our businesses, please read “Item 2 - Recent Developments and Results of Operations.” Other decreases in cash flow from operating activities include a $67.2 million decrease related to changes to non-cash working capital, a $7.0 million decrease related to increased net interest expense, including realized losses on interest rate swaps and cross currency swaps, and a $4.3 million decrease related to increased expenditures for dry docking compared to the corresponding period of 2020. These decreases to operating cash flows were partially offset by an increase of $10.0 million in distributions from equity-accounted joint ventures compared to the corresponding period of 2020.

Financing Cash Flows
We use our credit facilities to partially finance capital expenditures. Occasionally, we will use revolving credit facilities to finance these expenditures until longer-term financing is obtained, at which time we typically use all or a portion of the proceeds from the longer-term financings to prepay outstanding amounts under the revolving credit facilities. We actively manage the maturity profile of our outstanding financing arrangements. Our net payments on long-term debt, which are the proceeds from the issuance of long-term debt, net of debt issuance costs and prepayments of long-term debt, were $78.7 million in the three months ended March 31, 2021 compared to $131.8 million in the same period last year. Scheduled debt repayments increased by $50.5 million in the three months ended March 31, 2021, compared to the same period last year.

During the three months ended March 31, 2020, Teekay LNG used $15.6 million of cash to repurchase common units.

Investing Cash Flows
During the three months ended March 31, 2021, we incurred capital expenditures for vessels and equipment of $8.1 million. Teekay Tankers received proceeds of $32.7 million from the sale of the two Aframax tankers.

During the three months ended March 31, 2020, we incurred capital expenditures for vessels and equipment of $8.7 million. Teekay Tankers received proceeds on the sale of three Suezmax tankers of $60.9 million.

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CONTRACTUAL OBLIGATIONS AND CONTINGENCIES
The following table summarizes our long-term contractual obligations as at March 31, 2021, excluding expected interest payments where applicable:
Remainder ofBeyond
Total202120222023202420252025
In millions of U.S. Dollars
Teekay LNG
Bond repayments (1)(2)
356.7140.399.4117.0
Scheduled repayments of long-term debt (1)(2)
577.888.4107.7101.490.971.1118.3
Repayments on maturity of long-term debt (1)(2)
520.8100.035.433.8351.6
Scheduled repayments of obligations related to finance leases (3)
1,706.6103.8137.0135.5132.0129.71,068.6
Commitments under operating leases (4)
220.535.835.024.023.923.977.9
Equipment and other construction contract costs (5)
48.434.813.6
3,430.8403.1393.3395.7280.6341.71,616.4
Teekay Tankers
Scheduled repayments of long-term and other debt (2)
69.928.411.28.521.8
Repayments on maturity of long-term and other debt (2)
181.933.7148.2
Scheduled repayments of obligations related to finance leases (2)(6)
354.0195.212.313.113.914.8104.7
Chartered-in vessels (operating leases) (7)(8)
54.35.63.36.86.86.825.0
660.1229.226.862.1190.721.6129.7
Teekay Parent
Bond repayments (2)
355.6243.4112.2
Asset retirement obligations (9)(10)
54.61.624.816.611.6
410.21.6268.2128.811.6
Total 4,501.1633.9688.3586.6471.3374.91,746.1
 
(1)Euro-denominated and NOK-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rate as of March 31, 2021.

(2)Our interest-bearing obligations include bonds, commercial bank debt and obligations related to finance leases. Please read “Item 1 – Financial Statements: Note 6 – Leases" and “Item 1 – Financial Statements: Note 10 – Long-Term Debt” for the terms upon which future interest payments are determined, as well as “Item 1 – Financial Statements: Note 16 – Derivative Instruments and Hedging Activities" for a summary of the terms of our derivative instruments which hedge certain of our floating rate interest-bearing obligations.

(3)In addition to lease payments, includes amounts Teekay LNG is required to pay to purchase the leased assets at the end of their respective lease terms.

(4)Teekay LNG has corresponding leases whereby it is the lessor and expects to receive approximately $205.3 million under those leases from the remainder of 2020 to 2029.

(5)The Bahrain LNG Joint Venture, in which Teekay LNG has a 30% ownership interest, has a receiving and regasification terminal in Bahrain. The Bahrain LNG Joint Venture completed the mechanical construction and commissioning of the Bahrain terminal in late-2019 and began receiving terminal use payments in early-2020 under its 20-year agreement with National Oil & Gas Authority (or NOGA). As at March 31, 2021, Teekay LNG's 30% share of the estimated remaining costs included in the table above is $11.3 million, of which the Bahrain LNG Joint Venture has secured undrawn debt financing of $7 million related to its proportionate share.
In June 2019, Teekay LNG entered into an agreement with a contractor to supply equipment on certain of Teekay LNG's LNG carriers in 2021 and 2022 for an estimated installed cost of $59.2 million. As at March 31, 2021, Teekay LNG's estimated remaining cost of this installation is $37.1 million.



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(6)Gives effect to the purchase options declared in November 2020 and March 2021, to acquire two Suezmax tankers in May 2021, and six Aframax tankers in September 2021, respectively, under the sale-leaseback arrangements described in "Item 1 - Financial Statements: Note 6 – Leases", and excludes imputed interest payments of $15.7 million (remainder of 2021), $9.6 million (2022), $8.8 million (2023), $8.0 million (2024), $7.0 million (2025) and $17.1 million (thereafter).

(7)Includes one Aframax tanker expected to be delivered to Teekay Tankers in late-2022 to commence a seven-year time charter-in contract.

(8)Excludes payments required if Teekay Tankers exercises options to extend the terms of in-chartered leases signed as of March 31, 2021. If Teekay Tankers exercise all options to extend the terms of signed in-chartered leases, Teekay Tankers would expect total payments of $8.8 million (remainder of 2021), $8.6 million (2022), $8.4 million (2023), $6.8 million (2024), $6.8 million (2025) and $47.9 million (thereafter).
(9)Teekay Parent has an asset retirement obligation (or ARO) relating to the subsea production facility associated with the Petrojarl Banff FPSO unit which was previously operating in the North Sea. The obligation generally involves the costs associated with the restoration of the environment surrounding the facility and removal and disposal of all production equipment. Teekay Parent expects that the ARO will be covered in part by contractual payments of approximately $9.4 million, presented in other non-current assets on our consolidated balance sheet, to be received from the FPSO contract counterparty. In April 2021, Teekay and CNRI, on behalf of the Banff joint venture, entered into a DSA whereby Teekay engaged CNRI to decommission Teekay’s remaining subsea infrastructure located within the CNRI-operated Banff field. Subject to meeting the conditions precedent of the DSA by June 1, 2021, Teekay Parent expects to reduce its accrued ARO in the second quarter of 2021. See "Item 1 - Financial Statements: Note 20a - Subsequent Events" for further details.
(10)Teekay Parent recognized an ARO relating to the recycling of the Petrojarl Foinaven FPSO unit. This obligation is expected to be settled at the end of the bareboat charter, which, as at March 31, 2021, was assumed to be in 2025. Teekay Parent is entitled to receive $11.6 million from the charterer at the end of the bareboat charter, which is currently expected to cover the costs of the ARO. However, the extent to which this payment covers the costs of recycling the FPSO unit will depend on a number of factors when the recycling is completed, including among others, the nature and extent of prevailing EU Ship Recycling Regulation, the condition of the FPSO unit, and the availability of recycling facilities. The present value of this receivable was $8.6 million as at March 31, 2021 and is included in net investments in direct financing leases and sales-type leases, net - non-current on our consolidated balance sheet. The present value of the estimated Petrojarl Foinaven ARO was $7.7 million as at March 31, 2021. In April 2021, the charterer of the