Teekay Corporation Reports Third Quarter 2017 Results

November 9, 2017

• Reported consolidated GAAP net loss attributable to shareholders of Teekay of $12.6 million, or $0.15 per share, and consolidated adjusted net loss attributable to shareholders of Teekay⁽¹⁾ of $35.6 million, or $0.41 per share, in the third quarter of 2017.
• Generated GAAP consolidated loss from vessel operations of $189.8 million (inclusive of $243.7 million of impairment charges) and consolidated total cash flow from vessel operations⁽¹⁾ of $238.1 million in the third quarter of 2017.
• In September 2017, Teekay and Teekay Offshore completed the previously announced strategic partnership with Brookfield.
• Subsequent to September 30, 2017, Teekay Offshore’s Randgrid FSO unit commenced its charter contract with Statoil and Teekay Offshore took delivery of two of the East Coast Canada shuttle tanker newbuildings and one towage newbuilding vessel.
• Subsequent to September 30, 2017, Teekay LNG took delivery of two MEGI LNG carrier newbuildings and a 30-percent owned LNG carrier newbuilding, each of which immediately commenced charter contracts with Shell.
• Two leading independent proxy advisory firms have both recommended to vote “FOR” Teekay Tankers’ proposed charter amendment to permit its proposed strategic merger with Tanker Investments Ltd. (TIL).

HAMILTON, BERMUDA, Nov. 09, 2017 (GLOBE NEWSWIRE) — Teekay Corporation (Teekay or the Company) (NYSE:TK) today reported the Company’s results for the quarter ended September 30, 2017.  These results include the Company’s three publicly-listed subsidiaries Teekay LNG Partners L.P. (Teekay LNG) (NYSE:TGP), Teekay Tankers Ltd. (Teekay Tankers) (NYSE:TNK), and Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE:TOO) (collectively, the Daughter Entities), and all remaining subsidiaries of the Company.  The Company, together with its subsidiaries other than the Daughter Entities, is referred to in this release as Teekay Parent.  Please refer to the third quarter 2017 earnings releases of Teekay LNG, Teekay Tankers and Teekay Offshore, which are available on the Company’s website at www.teekay.com, for additional information on their respective results.

Teekay LNG and Teekay Tankers are consolidated in the Company’s financial statements and, up to the September 25, 2017 closing of the strategic partnership with Brookfield Business Partners L.P., together with its institutional partners (collectively Brookfield), Teekay Offshore was consolidated in the Company’s financial statements.  In connection with Brookfield’s acquisition of a 49 percent interest in Teekay Offshore’s general partner, Teekay Offshore GP LLC (or TOO GP), Teekay and Brookfield entered into an amended limited liability company agreement whereby Brookfield obtained certain participatory rights in the management of TOO GP, which resulted in Teekay deconsolidating Teekay Offshore for accounting purposes on September 25, 2017. Subsequent to the closing of the Brookfield transaction, Teekay retains significant influence over Teekay Offshore and accounts for its investment in Teekay Offshore using the equity method.  Please see “Summary of Recent Events –Teekay Offshore” for additional information about the Brookfield transaction.

CEO Commentary

“Since reporting earnings in August 2017, we have been focused on completing strategic transactions, vessel deliveries and financing initiatives across the Teekay Group, which we believe will strengthen each of our businesses,” commented Kenneth Hvid, Teekay’s President and Chief Executive Officer.  “Teekay and Teekay Offshore have completed their strategic partnership with Brookfield, Teekay Tankers has secured support from two leading independent proxy advisory firms for its proposed charter amendment to permit its merger with TIL, and Teekay LNG continues to execute on the delivery and financing of its newbuilding projects.”  Mr. Hvid continued, “Teekay LNG and Teekay Offshore’s projects are now starting to deliver which are expected to provide significant future cash flow growth.”

“With respect to Teekay Parent’s directly-owned assets, we believe Centrica Energy’s previously announced drilling campaign on the Chestnut field in the North Sea, which is serviced by our Hummingbird Spirit FPSO unit, is expected to increase production, thereby increasing Teekay Parent’s cash flows.  Our new three-year contract extension for the Hummingbird Spirit FPSO contract took effect in October 2017, and now includes a component providing potential upside based on oil production and oil prices, as is also the case with Teekay Parent’s other two FPSO units, the Banff and Foinaven FPSO units.”

Mr. Hvid added, “We are starting to see green shoots of an energy recovery in our LNG, offshore and crude oil tanker businesses. With market-leading positions and strong operational platforms, we believe each of our businesses are well-positioned to benefit from and take advantage of future opportunities as our markets continue to recover.”

The Company’s consolidated results during the quarter ended September 30, 2017, compared to the same period of the prior year, were impacted primarily by $243.7 million of impairment charges.  In addition, as a result of the Brookfield transaction, the Company recorded a $103.2 million loss on deconsolidation of Teekay Offshore and recognized previously deferred gains of $349.6 million within net loss attributable to non-controlling interests related to previous sales of vessels from Teekay Parent to Teekay Offshore.

In addition, the Company’s consolidated results were impacted by lower cash flows from Teekay Parent related to the scheduled maintenance for the Foinaven FPSO unit in the third quarter of 2017 and an insurance recovery recognized for the Banff FPSO unit in the third quarter of 2016; lower income and cash flows from Teekay LNG’s six LPG carriers on charter to I.M. Skaugen (Skaugen) as a result of uncollected hire; a reduction in income and cash flows in Teekay Tankers due to lower average spot tanker rates; and lower income and cash flows in Teekay Offshore primarily due to the redelivery of the Petrojarl Varg (Varg) FPSO unit in July 2016, the redelivery of an FSO unit in October 2016 and the non-payment of charter hire for the Arendal Spirit UMS since early-November 2016 and subsequent charter termination in April 2017.

These decreases were partially offset primarily by higher results for the Banff FPSO due to a production tariff linked to oil price commencing August 1, 2017, and higher income and cash flows from Teekay LNG as a result of the deliveries of two MEGI LNG carrier newbuildings in 2016 and 2017, the Oak Spirit and Torben Spirit, which commenced their respective charter contracts.

Teekay Parent

Teekay Parent GPCO Cash Flow, which includes distributions and dividends paid to Teekay Parent from Teekay’s Daughter Entities in the following quarter, less Teekay Parent’s corporate general and administrative expenses, was $7.2 million for the quarter ended September 30, 2017, compared to $6.4 million for the same period of the prior year. This increase was primarily due to certain cost recoveries from Teekay Offshore in the third quarter of 2017, partially offset by a reduction in the cash distribution from Teekay Offshore as a result of the recent strategic partnership with Brookfield (see “Summary of Recent Events–Teekay Offshore” below for additional information on this transaction).

Teekay Parent OPCO Cash Flow, which includes cash flow attributable to assets directly-owned by, or chartered-in to, Teekay Parent, net of interest expense and dry-dock expenditures, decreased to negative $19.1 million for the three months ended September 30, 2017, from negative $13.1 million for the same period of the prior year. The decrease was primarily due to lower revenues and higher repairs and maintenance costs relating to the scheduled maintenance for the Foinaven FPSO unit in the third quarter of 2017, the sale of the Shoshone Spirit VLCC in the fourth quarter of 2016, and lower average spot tanker rates, partially offset by higher revenues from the Banff FPSO unit due to a contractual production tariff linked to oil prices which commenced on August 1, 2017 and the commencement of a one-year charter contract for the Polar Spirit LNG in the second quarter of 2017 and a seven-month contract for the Arctic Spirit LNG in the third quarter of 2017.

Total Teekay Parent Free Cash Flow, which is the total of Teekay Parent GPCO Cash Flow and Teekay Parent OPCO Cash Flow, was negative $11.9 million during the third quarter of 2017, compared to negative $6.8 million for the same period of the prior year.  Please refer to Appendix D of this release for additional information about Teekay Parent Free Cash Flow.

Summary Results of Daughter Entities

Teekay LNG

Teekay LNG’s results decreased during the quarter ended September 30, 2017, compared to the same period of the prior year, primarily due to lower revenues from Teekay LNG’s six LPG carriers on charter to Skaugen as a result of uncollected hire and lower revenues from Teekay LNG’s 50 percent-owned joint venture with Exmar due to lower spot rates.  These decreases were partially offset by, among other things, the deliveries of two MEGI LNG carrier newbuildings and the commencement of their respective charter contracts in 2016 and 2017 and the deliveries of three mid-size LPG carriers in Teekay LNG’s 50 percent-owned joint venture with Exmar in 2016 and 2017.  Please refer to Teekay LNG’s third quarter of 2017 earnings release for additional information on the financial results for this entity.

Teekay Tankers

Teekay Tankers’ results decreased during the quarter ended September 30, 2017, compared to the same period of the prior year, primarily due to lower average spot tanker rates in the third quarter of 2017 compared to the same period of the prior year. Seasonal weakness, combined with global inventory drawdowns as crude oil pricing moved into backwardation, contributed to weak spot tanker rates in the third quarter of 2017. Since that time, crude tanker rates have improved into the fourth quarter of 2017 supported by refineries returning from seasonal maintenance and an increase in long-haul movements from the Atlantic to the Pacific, which is increasing tanker ton-mile demand. Please refer to Teekay Tankers’ third quarter 2017 earnings release for additional information on the financial results for this entity.

Teekay Offshore

Teekay Offshore’s results decreased during the quarter ended September 30, 2017, compared to the same period of the prior year, primarily due to the redelivery to Teekay Offshore of the Varg FPSO unit (which left its field at the end of July 2016), the redelivery of an FSO unit in October 2016, the non-payment of charter hire for the Arendal Spirit UMS since early-November 2016 and subsequent charter termination, and higher operating expenses relating to Teekay Offshore’s FPSO fleet. These decreases were partially offset by higher project revenues during the third quarter of 2017 and lower operating expenses from Teekay Offshore’s shuttle tanker fleet. Please refer to Teekay Offshore’s third quarter of 2017 earnings release for additional information on the financial results for this entity.

Teekay Parent

In October 2017, Teekay Parent terminated the charter-in contracts prior to their expiration dates for its two remaining in-chartered conventional tankers, the Constitution Spirit and Sentinel Spirit, resulting in a net termination fee payment of approximately $1.6 million, which terminations are expected to improve Teekay Parent’s cash flows in the future.

On November 7, 2017, the U.S. District Court for the Western District of Washington ruled in the Company’s favor on all claims and dismissed with prejudice the securities law class action complaint that had been filed against Teekay and certain of the Company’s officers on March 1, 2016 in the U.S. District Court for the District of Connecticut and which had been transferred to the U.S. District Court for the Western District of Washington on November 18, 2016.

Teekay LNG

In October and November 2017, Teekay LNG took delivery of two MEGI LNG carrier newbuildings, the Macoma and Murex, chartered to Royal Dutch Shell (Shell), which immediately commenced their six and seven-year charter contracts, plus extension options, respectively.

In October 2017, Teekay LNG’s 30-percent owned joint venture with China LNG Shipping (Holdings) Limited and CETS (an affiliate of China National Offshore Oil Corporation (CNOOC)) took delivery of an LNG carrier newbuilding, the Pan Asia, which immediately commenced its 20-year charter contract with Shell.

In September 2017, Teekay Offshore completed the previously announced strategic partnership with Brookfield, and related transactions (collectively the Brookfield Transaction), which included the following, among others:

• Brookfield and Teekay Parent invested $610 million and $30 million, respectively, in Teekay Offshore at a price of $2.50 per common unit and received 65.5 million Teekay Offshore warrants (Warrants) on a pro rata basis. Following the transaction, Brookfield owns approximately 60 percent and Teekay Parent owns approximately 14 percent of the common units of Teekay Offshore;
• Brookfield acquired from Teekay Parent both a 49 percent interest in TOO GP in exchange for $4 million and an option to acquire an additional two percent of TOO GP, subject to the satisfaction of certain conditions, in exchange for 1.0 million of the Warrants issued to Brookfield;
• Teekay Offshore repurchased and canceled all $304 million of the outstanding Series C-1 and Series D preferred units from the existing unitholders for an aggregate of approximately $250 million in cash, which will save approximately $28 million annually in cash distributions. Concurrently, Teekay Offshore’s Series D tranche B warrants to purchase common units issued on June 29, 2016, were amended to reduce the exercise price from $6.05 to $4.55;
• Teekay Offshore extended the mandatory prepayment date for the Arendal Spirit UMS debt facility to September 30, 2018 in exchange for a principal prepayment of $30 million;
• Brookfield acquired from Teekay Parent an existing $200 million loan, previously extended to Teekay Offshore, in exchange for $140 million in cash and 11.4 million of the Warrants initially issued to Brookfield. Brookfield extended the maturity date of the loan from 2019 to 2022;
• Teekay Offshore transferred its shuttle tanker business into a new, wholly-owned, non-recourse subsidiary, Teekay Shuttle Tankers L.L.C. (ShuttleCo).  As part of the formation of ShuttleCo, a majority of Teekay Offshore’s shuttle tanker fleet was refinanced with a new $600 million, five-year debt facility, and two 50 percent-owned vessels were refinanced with a new $71 million, four-year debt facility. In addition, an existing $250 million debt facility secured by the three East Coast of Canada newbuildings, and an existing $141 million private placement bond secured by two vessels, were transferred from Teekay Offshore to ShuttleCo;
• All of Teekay Offshore’s existing NOK bonds due to mature in late-2018 are expected to be repurchased with proceeds from a new five-year $250 million U.S. Dollar denominated bond offering by ShuttleCo in the Norwegian bond market, which priced at a fixed coupon of 7.125 percent per annum; and
• Certain financial institutions providing interest rate swaps to Teekay Offshore (i) lowered the fixed interest rate on the swaps, (ii) extended the termination option of the swaps by two years to 2021, and (iii) eliminated the financial guarantee and security package currently provided by Teekay Parent in return for a prepayment amount and fees.

In October 2017, the Randgrid FSO unit, which was converted from one of Teekay Offshore’s shuttle tankers at Sembcorp’s Sembawang shipyard in Singapore, commenced its charter contract with Statoil on the Gina Krog oil and gas field in the Norwegian sector of the North Sea.

In November 2017, Teekay Offshore entered into a heads of terms with Premier Oil to extend the employment of the Voyageur Spirit FPSO unit on the Huntington field for an additional twelve months out to April 2019.  The new contract, which will take effect in April 2018, will include a fixed rate component and an upside component based on the oil production and oil prices.

Teekay Offshore received notice from the charterer, Petrobras, that it plans to redeliver the Rio das Ostras FPSO unit to Teekay Offshore upon completion of the unit’s firm charter contract in January 2018. As a result, Teekay Offshore is seeking redeployment opportunities.

In October and November 2017, Teekay Offshore took delivery of the first two East Coast Canada shuttle tanker newbuildings, the Beothuk Spirit and Norse Spirit, which are scheduled to commence long-term charters in December 2017 and January 2018 with a group of companies that includes Canada Hibernia Holding Corporation, Chevron Canada, Exxon Mobil, Husky Energy, Mosbacher Operating Ltd., Murphy Oil, Nalcor Energy, Statoil and Suncor Energy.  These newbuildings will replace two existing shuttle tankers that are currently operating in East Coast Canada, with the first replaced vessel transferring to the North Sea to provide required capacity in Teekay Offshore’s Contract of Affreighment (CoA) fleet and the second replaced vessel redelivering to its owner.

In October 2017, Teekay Offshore took delivery of the third of four state-of-the-art SX-157 Ulstein Design ultra-long distance towing and offshore installation newbuildings, the ALP Sweeper, constructed by Niigata Shipbuilding & Repair in Japan. Due to the delayed delivery of the vessel, Teekay Offshore received a reimbursement from the shipyard of $8.1 million.

Teekay Tankers

Teekay Tankers has entered into a voting and support agreement with its second largest shareholder, Huber Capital Management LLC (Huber Capital), whereby Huber Capital will vote its shares in favor of increasing the authorized number of Teekay Tankers’ Class A common shares at an upcoming November 17, 2017 special meeting of shareholders, to permit the issuance of Class A common shares as consideration to complete its proposed merger with TIL.

In November 2017, two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC (Glass Lewis), both recommended that Teekay Tankers’ shareholder vote “FOR” the proposed charter amendment, which will allow Teekay Tankers to effect its proposed merger with TIL, which owns 18 mid-size conventional tankers.  ISS and Glass Lewis are leading independent international proxy advisory firms, and their voting analyses and recommendations are relied upon by thousands of major institutional investment firms, mutual funds and fiduciaries throughout the world.

Since August 2017, Teekay Tankers has entered into agreements to sell two 1999-built Aframax tankers for aggregate proceeds of approximately $12.7 million. One Aframax tanker delivered to the buyer in September 2017 and the other is expected to be delivered to the buyer in the second half of November 2017.

In September 2017, Teekay Tankers announced that its Board of Directors had authorized a share repurchase program for the repurchase of up to $45 million of Teekay Tankers’ Class A common shares.  Shares may be repurchased in the open market at times and prices considered appropriate by Teekay Tankers.

Teekay Tankers secured a time charter-out contract on an Aframax tanker for a firm period of 12 months at a daily rate of $15,000, plus a 12-month extension option at a higher rate, which commenced in October 2017.

Liquidity

As at September 30, 2017, Teekay Parent had total liquidity of approximately $271.9 million (consisting of $231.7 million of cash and cash equivalents and $40.2 million of undrawn revolving credit facilities) and, on a consolidated basis, Teekay had consolidated total liquidity of approximately $627.7 million (consisting of $453.3 million of cash and cash equivalents and $174.4 million of undrawn revolving credit facilities).  Giving pro-forma effect to Teekay LNG’s $170 million preferred unit issuance in October 2017, Teekay’s consolidated total liquidity at September 30, 2017 would have been approximately $792 million.

As a result of the deconsolidation of Teekay Offshore as of September 25, 2017, Teekay’s consolidated total liquidity excludes Teekay Offshore’s total liquidity of approximately $416.3 million (excludes $24.3 million included in restricted cash relating to amounts deposited in escrow to pre-fund a portion of the remaining Petrojarl I FPSO upgrade project costs).

Conference Call

The Company plans to host a conference call on Thursday, November 9, 2017 at 2:00 p.m. (ET) to discuss its results for the third quarter of 2017.  An accompanying investor presentation will be available on Teekay’s website at www.teekay.com prior to the start of the call.  All shareholders and interested parties are invited to listen to the live conference call by choosing from the following options:

• By dialing (866) 548-4713 or (416) 640-5944, if outside North America, and quoting conference ID code 3371748.
• By accessing the webcast, which will be available on Teekay’s website at www.teekay.com (the archive will remain on the website for a period of one year).

An accompanying Third Quarter Earnings Presentation will also be available at www.teekay.com in advance of the conference call start time.

About Teekay

Teekay Corporation operates in the marine midstream space through its ownership of the general partner and a portion of the outstanding limited partner interests in Teekay LNG Partners L.P. (NYSE:TGP) and an interest in the general partner and a portion of the outstanding limited partner interests in Teekay Offshore Partners L.P. (NYSE:TOO). The general partners own all of the outstanding incentive distribution rights of these entities. In addition, Teekay has a controlling ownership interest in Teekay Tankers Ltd. (NYSE:TNK) and directly owns a fleet of vessels. The combined Teekay entities manage and operate consolidated assets of approximately $7.4 billion, comprised of approximately 220 liquefied gas, offshore, and conventional tanker assets. With offices in 14 countries and approximately 8,000 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading oil and gas companies.

Teekay’s common stock is listed on the New York Stock Exchange where it trades under the symbol “TK”.

Definitions and Non-GAAP Financial Measures

This release includes various financial measures that are non-GAAP financial measures as defined under the rules of the U.S. Securities and Exchange Commission. These non-GAAP financial measures, which include Cash Flow from Vessel Operations, Adjusted Net Loss Attributable to Shareholders of Teekay, Teekay Parent GPCO Cash Flow, Teekay Parent OPCO Cash Flow, Teekay Parent Free Cash Flow, Net Interest Expense and Adjusted Equity Income, are intended to provide additional information and should not be considered a substitute for measures of performance prepared in accordance with GAAP. In addition, these measures do not have standardized meanings, and may not be comparable to similar measures presented by other companies.  The Company believes that certain investors use this information to evaluate the Company’s financial performance, as does management.

Non-GAAP Financial Measures

Cash Flow from Vessel Operations (CFVO) represents income from vessel operations before depreciation and amortization expense, amortization of in-process revenue contracts, asset impairments, gains or losses on the sale of vessels and equipment, write-off of deferred revenues and operating expenses and adjustments for direct financing leases to a cash basis, but includes realized gains or losses on the settlement of foreign currency forward contracts and a derivative charter contract.  CFVO – Consolidated represents CFVO from vessels that are consolidated on the Company’s financial statements. CFVO – Equity Investments represents the Company’s proportionate share of CFVO from its equity-accounted vessels and other investments. The Company does not control its equity-accounted vessels and investments and as a result, the Company does not have the unilateral ability to determine whether the cash generated by its equity-accounted vessels and other investments is retained within the entities in which the Company holds the equity accounted investment or distributed to the Company and other owners. In addition, the Company does not control the timing of such distributions to the Company and other owners. Consequently, readers are cautioned when using total CFVO as a liquidity measure as the amount contributed from CFVO – Equity Investments may not be available to the Company in the periods such CFVO is generated by its equity-accounted vessels and other investments.  CFVO is a non-GAAP financial measure used by certain investors and management to measure the operational financial performance of companies.  Please refer to Appendices C and E of this release for reconciliations of these non-GAAP financial measures to income from vessel operations and income from vessel operations of equity accounted vessels, respectively, the most directly comparable GAAP measures reflected in the Company’s consolidated financial statements.

Adjusted Net Loss excludes items of income or loss from GAAP net (loss) income that are typically excluded by securities analysts in their published estimates of the Company’s financial results. The Company believes that certain investors use this information to evaluate the Company’s financial performance, as does management. Please refer to Appendix A of this release for a reconciliation of this non-GAAP financial measure to net (loss) income, and refer to footnote (4) of the income statement for a reconciliation of adjusted equity income to equity income (loss), the most directly comparable GAAP measure reflected in the Company’s consolidated financial statements.

Teekay Parent Financial Measures

Teekay Parent Free Cash Flow represents the sum of (a) distributions or dividends (including payments in kind) relating to a given quarter (but received by Teekay Parent in the following quarter) as a result of ownership interests in its publicly-traded subsidiaries (Teekay LNG, Teekay Offshore, and Teekay Tankers) net of Teekay Parent’s corporate general and administrative expenditures for the given quarter (collectively, Teekay Parent GPCO Cash Flow) plus (b) CFVO attributed to Teekay Parent’s directly-owned and chartered-in assets, less Teekay Parent’s net interest expense and dry-dock expenditures for the given quarter (collectively, Teekay Parent OPCO Cash Flow).  Net Interest Expense includes interest expense, interest income and realized gains and losses on interest rate swaps. Please refer to Appendices B, C, D and E of this release for further details and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures reflected in the Company’s consolidated financial statements.

The following table shows the impact from the deconsolidation of Teekay Offshore on September 25, 2017. On such date, the Company recognized both the net cash proceeds it received as part of the Brookfield transaction and the fair value of its retained interests in Teekay Offshore, including common units, warrants, intercorporate loans and vessel charters with Teekay Offshore, and derecognized the carrying value of both Teekay Offshore’s net assets and the non-controlling interest in Teekay Offshore, with the difference between the amounts recognized and derecognized being the loss on deconsolidation.

This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain future events and performance, including: the effects of, and ability of Teekay and the Daughter Entities to execute on, strategic transactions, vessel deliveries and financing initiatives on each of the Company’s businesses; future cash flows from growth projects; the effect of Centrica’s drilling campaign on future production, including the effect of future production and oil prices on Teekay Parent’s cash flows from the Hummingbird Spirit FPSO unit; potential recoveries in the LNG, offshore and crude oil tanker markets; the ability of the Company’s businesses to benefit from and take advantage of the recovery of such markets; increases in tanker ton-mile demand; the effect of charter-in contract terminations on Teekay Parent’s future cash flows; the outcome of the class action lawsuit against Teekay; the timing and cost of delivery and start-up of various newbuildings and conversion/upgrade projects and the commencement of related contracts; the contract terms related to the extension of the employment of the Voyageur Spirit FPSO unit on the Huntington field and the expected impact on the life of the Huntington field; the Rio das Ostras FPSO redeployment; the timing and completion of Teekay Tankers’ merger with TIL; Huber Capital’s expected vote in relation to Teekay Tankers’ merger with TIL; the expected repurchase of Teekay Offshore’s existing NOK bonds due to mature in late-2018; the expected delivery of an Aframax tanker in November 2017; and the potential for repurchases by Teekay Tankers of its common shares under its share repurchase program. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: failure to satisfy the closing conditions of Teekay Tankers’ merger with TIL, including, without limitation, approval of TIL’s shareholders of the merger and of Teekay Tankers’ shareholders of an amendment to its charter required to permit Teekay Tankers to issue the share merger consideration; changes in exploration, production and storage of offshore oil and gas, either generally or in particular regions that would affect expected future growth; changes in the demand  for oil, refined products, LNG or LPG; changes in trading patterns significantly affecting overall vessel tonnage requirements; greater or less than anticipated levels of vessel newbuilding orders and deliveries and greater or less than anticipated rates of vessel scrapping; changes in global oil prices; issues with vessel operations; variations in expected levels of field maintenance; increased operating expenses; potential project delays or cancellations; vessel conversion and upgrade delays, newbuilding or conversion specification changes, cost overruns, or shipyard disputes; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of long-term contracts of existing vessels; delays in the commencement of charter or other contracts; the ability to fund remaining capital commitments and debt maturities; the inability to negotiate acceptable terms and final documentation for the Voyageur Spirit FPSO contract extension; the ability of the Partnership to secure redeployment opportunities for the Rio das Ostras FPSO; and other factors discussed in Teekay’s filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2016. Teekay expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Teekay’s expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.