Document

6-K 1 tkq3-24erdocument.htm 6-K Document

美國

證券交易委員會

華盛頓特區20549

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6-K表格

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外國私人發行人的報告

根據13a-16或15d-16條款

1934年證券交易法

報告日期：2024年10月30日

委託書編號1-12874

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teekay 公司有限公司。

（註冊人按照其章程指定的準確名稱）

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天鵝大廈二樓

26 維多利亞街,

百慕大Hamilton，郵編12號

請選擇註冊人是否按Form 20-F或Form 40-F覆蓋提交年度報告。 Form 20-F [X] Form 40-F []

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請勾選此項表示註冊申請人在表20-F或40-F下遞交或將遞交年度報告。
20-F表格ý40-F表格 ¨

項目1 —— 此6-k報告中包含的信息

附件1中附有2024年10月30日日期的teekay Corporation Ltd.宣佈的副本。

簽名

innate pharma


	teekay 公司有限公司。

日期：2024年10月30日	通過：	/s/ Brody Speers
		布羅迪·斯皮爾斯首席財務官（信安金融及會計主管）

Teekay公司報告2024年第三季度業績

亮點

•2010萬美元的符合通用會計準則歸屬於teekay股東的淨利潤，每股0.22美元，而調整後的歸屬於teekay股東的淨利潤(2) 在2024年第三季度，teekay股東的每股淨利潤爲2110萬美元，或0.23美元（不包括本公告中列出的項目) 附錄A 。

•teekay已同意將其澳洲業務（統稱爲 teekay澳洲），其中包括主要爲澳洲政府提供船舶管理服務的公司，以6500萬美元現金的價格將其與船舶油輪公司賣出。 teekay還同意將目前尚未由船舶油輪公司擁有的所有管理服務公司按其淨營運資本價值出售給船舶油輪公司。

•自上次報告收益以來，teekay以每股8.56美元的平均價格回購了價值5910萬美元的普通股。自2022年8月份開始我們的股票回購計劃以來，teekay已經以每股6.39美元的平均價格回購了價值12500萬美元的普通股，佔公佈首次股票回購計劃前立即待售股份的19.2%。此外，teekay已經授權了一項新的4000萬美元普通股回購計劃。

•2024年9月和10月，teekay以平均每股58.85美元的價格購買了5000萬美元的teekay tankers A類普通股，分別將teekay對teekay tankers的經濟和投票控制權增加至31.0%和55.1%。

•Teekay宣佈在2024年12月支付每份普通股1.00美元的一次特別現金股息。

百慕大， 2024年10月30日 - teekay 公司有限公司（teekay或。該公司）（紐交所：TK）今天報告了截至2024年9月30日的三個月的業績。這些結果包括公司的上市子公司所有板塊，teekay tankers 有限公司（teekay tankers(紐交所:TNK)以及所有剩餘的子公司和權益法投資。在本公告中，除了teekay tankers之外，teekay及其子公司將被稱爲 teekay母公司。請查閱teekay的網站上提供的2024年第三季度盈利發佈，網址爲 www.teekay.com, ，獲取有關teekay tankers業績的更多信息。我們網站上的信息不包含在本公告中。

財務總結


	三個月之內結束
	2020年9月30日	6月30日,	2020年9月30日
（以美元千爲單位，除每股金額外）	2024	2024	2023
	(未經審計)	(未經審計)	(未經審計)
teekay 公司有限公司綜合
GAAP 財務比較
收入	272,619	326,139	311,682
船舶運營收入	52,192	102,243	81,254
歸屬於 teekay 股東的淨利潤	20,072	33,820	26,158
teekay 普通股每股收益 (1)	0.22	0.36	0.28
非 GAAP 財務比較
調整後EBITDA(2)	75,637	124,616	105,819
修正後的淨利潤歸屬於teekay股東 (2)	21,102	33,170	24,790
修正後的每股淨收益歸屬於teekay股東 (1)(2)	0.23	0.36	0.27
	下面包括了開多期債務和總債務的對比:	下面包括了開多期債務和總債務的對比:	下面包括了開多期債務和總債務的對比:
	2020年9月30日	6月30日,	12月31日
（單位：美元千元，除每股股數外）	2024	2024	2023
	(未經審計)	(未經審計)	(未經審計)
teekay母公司
淨現金(3)	281,080	328,442	287,433
teekay tankers投資市值 (4)	592,287	673,979	489,445
期末普通股未變動股數	87,692,905	91,835,937	91,006,182

(1)每股基本金額。

(2)這些是非GAAP財務指標。請參閱「定義和非GAAP財務指標」以及本報告附錄中這些術語的定義，並將本報告中使用的這些非GAAP財務指標與美國普通會計準則下最直接可比的財務指標進行調解。通用會計原則(GAAP)).

(3)teekay母公司截至2024年9月30日的淨現金包括現金及現金等價物和短期投資。

(4)Teekay母公司於2024年9月30日擁有1020萬teekay tankers A和b類普通股，分別爲2024年6月30日和2023年12月31日各擁有980萬股，而截至這些日期，Teekay Tankers A類普通股的收盤價格分別爲每股58.25美元、每股68.81美元和每股49.97美元。截至2024年10月30日，Teekay母公司擁有1060萬Teekay Tankers A和B類普通股。

CEO評論

「2024年第三季度，teekay取得了強勁的盈利，因爲teekay tankers的中型油輪艦隊的運價在這個通常是全年最低迷的季度中依然保持歷史上的強勁水平，」teekay的總裁兼首席執行官肯尼斯·赫維德(Kenneth Hvid)評論道。「中型油輪市場基本面仍然堅挺，這繼續支撐中型油輪現貨運價和利用率。展望未來，我們已經看到市場的幾股季節性逆風正在逐漸轉變爲四季度的順風，由於teekay tankers的艦隊主要集中在現貨市場，我們相信我們已經準備好從預期的季節性提振中受益。」

在過去幾年裏，teekay集團採取了幾項重要措施來精簡組織結構，包括最近對我們的集團管理團隊結構的更改。此外，我們已經同意賣出澳洲teekay給teekay tankers – teekay的資產輕型船舶管理業務主要爲澳洲政府提供服務 – 以6500萬現金的價格，以及將所有其餘的teekay管理服務公司轉讓給teekay tankers的方式，進行這些計劃中的交易後，teekay tankers將成爲teekay集團內唯一的運營平台，而teekay將專注於管理其在teekay tankers中的控股權。

「自上次業績以來，teekay一直通過每股平均價格爲8.56美元的股票回購向股東返還資本，總額爲5910萬美元，今天teekay宣佈了一個新授權的4000萬美元股票回購計劃。此外，teekay的董事會宣佈了每股1.00美元的特別現金股息，加上最近的股票回購，自第三季度開始以來向股東返還的總資本金額約爲14410萬美元。最後，在過去的兩個月中，teekay以每股58.85美元的平均價格收購了5000萬美元的teekay tankers A類普通股，分別將我們在teekay tankers的經濟利益和表決權份額增至31.0%和55.1%。展望未來，我們認爲teekay集團的綜合資產負債表實力和teekay tankers內強大的運營平台使我們能夠繼續推動長期股東回報。」

Summary of Results

The Company's GAAP net income and adjusted net income attributable to shareholders of Teekay decreased for the third quarter of 2024 compared to the same quarter of the prior year, primarily due to lower average spot tanker rates, the sale of two vessels by Teekay Tankers during late-2023 and early-2024, a higher number of scheduled dry dockings by Teekay Tankers, as well as the redelivery of two chartered-in vessels by Teekay Tankers, partially offset by lower net interest expense and the acquisition of one vessel by Teekay Tankers in July 2024. In addition, GAAP net income in the third quarter of 2024 included restructuring charges of $5.6 million related to changes made to the Company's senior management team, while GAAP net income in the third quarter of 2023 included a $5.8 million reversal of income tax accruals.

The following table highlights the operating performance of Teekay Tankers' vessels trading in revenue sharing arrangements (RSAs), voyage charters and full-service lightering, in each case measured in net revenues(a) per revenue day(b), or time-charter equivalent (TCE) rates, before off-hire bunker expenses:


	Three Months Ended
	September 30, 2024	June 30, 2024	September 30, 2023
Suezmax revenue days	2,103	2,163	2,251
Suezmax spot TCE per revenue day (b)	$31,024	$44,898	$34,954
Aframax / LR2 revenue days	2,058	2,082	2,256
Aframax / LR2 spot TCE per revenue day (b)	$35,876	$43,590	$36,579

(a) Net revenues is a non-GAAP financial measure. Please refer to "Definitions and Non-GAAP Financial Measures" for a definition of this term.

(b) Revenue days are the total number of calendar days Teekay Tankers' vessels were in its possession during a period, less the total number of off-hire days during the period associated with major repairs or modifications, dry dockings or special or intermediate surveys. Consequently, revenue days represent the total number of days available for the vessel to earn revenue. Idle days, which are days when the vessel is available to earn revenue but is not employed, are included in revenue days.

Please refer to Teekay Tankers' third quarter of 2024 earnings release for additional information about its financial results.

Summary of Recent Events

Teekay Parent

In October 2024, Teekay Parent agreed to sell Teekay Australia to Teekay Tankers for $65.0 million in cash plus any working capital adjustment. Teekay Australia provides crew management, technical management, asset management, and procurement services primarily to the Australian Government, as well as to other oil and gas customers in Australia. Teekay Tankers' Board of Directors' Conflicts Committee, comprised of independent directors, reviewed the financial valuation of Teekay Australia and obtained an independent fairness opinion from Deloitte LLP (Canada) in respect of the purchase price.

In addition, Teekay Parent agreed to sell to Teekay Tankers all management service companies not currently owned by Teekay Tankers for a purchase price equal to their net working capital value. Following the completion of these acquisitions, Teekay Tankers will employ directly all of the employees supporting its businesses and be the operating platform within the Teekay Group through which Teekay Parent engages in the shipping business. These transactions are subject to customary closing conditions and are expected to be completed by December 31, 2024.

Since the beginning of August 2024, Teekay has repurchased a total of approximately 6.90 million common shares under its share repurchase programs for a total cost of $59.1 million, representing an average repurchase price of $8.56 per share. Since the commencement of its share repurchase programs in August 2022, Teekay has repurchased a total of approximately 19.56 million common shares under the programs, or approximately 19.2% of the outstanding common shares in August 2022, for a total cost of $125.0 million, representing an average repurchase price of $6.39 per share. In addition, in October 2024, Teekay's Board of Directors authorized a new repurchase program of up to $40.0 million of Teekay common shares.

In September and October 2024, Teekay acquired 849,532 Teekay Tankers Class A common shares through open market purchases for a total of $50.0 million, or an average price of $58.85 per share. Teekay currently has an economic interest of 31.0% and voting control of 55.1% in Teekay Tankers.

The Company's Board of Directors declared a one-time special cash dividend in the amount of $1.00 per outstanding common share. This dividend is payable on December 18, 2024 to all Teekay shareholders of record on December 4, 2024.

In October 2024, the Company transferred its legal domicile by changing its jurisdiction of incorporation from the Republic of the Marshall Islands to Bermuda. In accordance with Bermudian legal requirements, the Company also changed its name from "Teekay Corporation" to "Teekay Corporation Ltd."

Teekay Tankers

In July 2024, a 2021-built Aframax tanker acquired by Teekay Tankers for $70.5 million was delivered. The previously-announced purchase was completed with cash, and the vessel is currently unencumbered.

In October 2024, Teekay Tankers completed the previously announced sale of a 2005-built Suezmax vessel for $34.0 million. The gain on sale, which will be reflected in Teekay Tankers' fourth quarter results, was approximately $9.5 million. Additionally, a 2005-built Aframax from a previously announced sale is expected to be delivered to the buyer during the first quarter of 2025.

The following table presents Teekay Tankers’ TCE rates booked to date in the fourth quarter of 2024 for its spot-traded fleet, together with the percentage of total revenue days currently fixed for the fourth quarter:


	Fourth Quarter 2024 To-Date Spot Tanker Rates
	TCE Rates Per Day	% Fixed
Suezmax	$29,700	45%
Aframax / LR2 (1)	$35,500	37%

(1) Rates and percentage booked to date include Aframax RSA and non-RSA voyage charters and full-service lightering for all Aframax and LR2 vessels, whether trading in the clean or dirty spot market.

Please refer to Teekay Tankers' third quarter of 2024 earnings release for additional information about recent developments of Teekay Tankers.

Conference Call

Teekay and Teekay Tankers (collectively, the Teekay Group) plan to host a conference call on Thursday, October 31, 2024 at 11:00 a.m. (ET) to discuss the Teekay Group's results for the third quarter of 2024. All shareholders and interested parties are invited to listen to the live conference call by choosing from the following options:

•By dialing 1(800) 239-9838 or 1(647) 794-4605, if outside of North America, and quoting conference ID code 6243411.

•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 Teekay Group Third Quarter of 2024 Earnings Presentation will also be available at www.teekay.com in advance of the conference call start time.

About Teekay

Teekay is a leading provider of international crude oil marine transportation and other marine services. Teekay provides these services directly and through its controlling ownership interest in Teekay Tankers Ltd. (NYSE: TNK), one of the world’s largest owners and operators of mid-sized crude tankers. The consolidated Teekay entities manage and operate approximately 62 conventional tankers and other marine assets, including vessels operated for the Australian Government. With offices in 8 countries and approximately 2,200 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading energy companies.

Teekay’s common shares trade on the New York Stock Exchange under the symbol “TK”.

For Investor Relations enquiries contact:

E-mail: investor.relations@teekay.com

Website: www.teekay.com. The information contained on our website is not part of this release.

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 Securities and Exchange Commission (SEC). These non-GAAP financial measures, which include Adjusted Net Income Attributable to Shareholders of Teekay, Adjusted EBITDA and Net Revenues, are intended to provide additional information and should not be considered substitutes for measures of performance prepared in accordance with GAAP. In addition, these measures do not have standardized meanings across companies, and therefore 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

Adjusted Net Income Attributable to Shareholders of Teekay excludes certain items of income or loss from GAAP net 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 income, the most directly comparable GAAP measure reflected in the Company’s consolidated financial statements.

Adjusted EBITDA represents EBITDA (i.e., net income before interest, taxes, and depreciation and amortization), adjusted to exclude certain items the timing or amount of which cannot be reasonably estimated in advance or that are not considered representative of core operating performance. Such adjustments include foreign currency exchange gains and losses, write-downs and/or gains and losses on sale of operating assets, unrealized gains and losses on derivative instruments, equity income (loss), and other income or loss. Adjusted EBITDA also excludes realized gains or losses on interest rate swaps (as management, in assessing the Company's performance, views these gains or losses as an element of interest expense), and realized gains or losses on interest rate swaps resulting from amendments or terminations of underlying instruments.

Adjusted EBITDA is a non-GAAP financial measure used by certain investors and management to measure the operational performance of companies. Please refer to Appendix C of this release for reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure reflected in the Company’s consolidated financial statements.

Net Revenues represents income from vessel operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, gain on sale, and restructuring charges. Since the amount of voyage expenses the Company incurs for a particular charter depends on the type of the charter, the Company includes these costs in Net Revenues to improve the comparability between periods of reported revenues that are generated by the different types of charters and contracts. The Company principally uses Net Revenues, a non-GAAP financial measure, because the Company believes it provides more meaningful information about the deployment of the Company's vessels and their performance than does income from vessel operations, the most directly comparable financial measure under GAAP.

Teekay Corporation Ltd.

Summary Consolidated Statements of Income

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


	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2024		2024		2023		2024		2023
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)

Revenues	272,619		326,139		311,682		963,808		1,125,783
Voyage expenses	(93,984)		(100,097)		(113,274)		(310,612)		(355,543)
Vessel operating expenses	(64,963)		(63,767)		(59,387)		(188,740)		(180,401)
Time-charter hire expenses	(18,465)		(19,670)		(19,378)		(57,651)		(51,014)
Depreciation and amortization	(23,445)		(22,373)		(24,565)		(69,136)		(72,924)
General and administrative expenses	(13,938)		(17,989)		(13,824)		(48,725)		(45,466)
Gain on sale of assets	—		—		—		11,601		—
Restructuring charges	(5,632)		—		—		(5,632)		(1,677)
Income from vessel operations	52,192		102,243		81,254		294,913		418,758

Interest expense	(844)		(1,003)		(6,461)		(6,744)		(23,794)
Interest income	9,958		9,773		6,652		28,766		17,006
Equity (loss) income	(121)		905		666		2,152		2,916
Income tax (expense) recovery	(457)		(3,789)		2,109		(1,399)		(9,583)
Other – net	1,378		2,121		(95)		2,431		(2,857)
Net income	62,106		110,250		84,125		320,119		402,446
Net income attributable to non-controlling interests	(42,034)		(76,430)		(57,967)		(211,591)		(287,187)
Net income attributable to the shareholders of Teekay Corporation Ltd.	20,072		33,820		26,158		108,528		115,259
Earnings per common share(1) of Teekay Corporation Ltd.
–Basic	$	0.22	$	0.36	$	0.28	$	1.17	$	1.21
–Diluted	$	0.21	$	0.35	$	0.27	$	1.14	$	1.17
Weighted-average number of common shares outstanding(1)
–Basic	92,358,742		93,120,405		92,775,107		92,759,009		95,210,081
–Diluted	94,243,994		95,194,414		94,861,508		94,822,032		97,343,603

(1)Weighted-average number of common shares outstanding includes common shares related to non-forfeitable stock-based compensation.

Teekay Corporation Ltd.

Summary Consolidated Balance Sheets

(in thousands of U.S. dollars)


	As at	As at	As at
	September 30,	June 30,	December 31,
	2024	2024	2023
	(unaudited)	(unaudited)	(unaudited)
ASSETS
Cash and cash equivalents - Teekay Parent	228,803	262,336	114,829
Cash and cash equivalents - Teekay Tankers	462,851	426,841	365,251
Short-term investments - Teekay Parent (1)	52,277	66,106	172,604
Assets held for sale	37,239	36,446	11,910
Accounts receivable	94,367	115,345	117,794
Bunker and lube oil inventory	45,440	49,760	53,219
Accrued revenue and other current assets	64,750	81,859	85,650
Restricted cash - Teekay Tankers	667	679	691
Vessels and equipment - Teekay Tankers	1,151,862	1,090,899	1,158,210
Operating lease right-of-use assets	53,999	63,704	76,314
Net investment in and loans to equity-accounted investment	15,382	18,004	15,731
Other non-current assets	25,851	36,905	24,435
Total Assets	2,233,488	2,248,884	2,196,638
LIABILITIES AND EQUITY
Accounts payable and other current liabilities	116,645	115,582	116,422
Current portion of long-term debt and finance leases - Teekay Tankers	—	—	20,517
Long-term debt and finance leases - Teekay Tankers	—	—	119,082
Operating lease liabilities	54,000	63,704	76,314
Other long-term liabilities	59,331	63,855	63,957
Equity:
Non-controlling interests	1,199,151	1,182,531	1,068,068
Shareholders of Teekay	804,361	823,212	732,278
Total Liabilities and Equity	2,233,488	2,248,884	2,196,638

Net cash - Teekay Parent (2)	281,080	328,442	287,433
Net cash - Teekay Tankers (2)	463,518	427,520	226,343

(1)Short-term investments - Teekay Parent includes various bank term deposits and short-term debt securities issued by the United States government that have initial maturity dates of more than three months but less than one year from the origination date.

(2)Net cash is a non-GAAP financial measure and represents (a) cash and cash equivalents, and, if applicable, restricted cash and short-term investments, less (b) if applicable, current portion of long-term debt and current obligations related to finance leases, and long-term debt and long-term obligations related to finance leases.

Teekay Corporation Ltd.

Summary Consolidated Statements of Cash Flows

(in thousands of U.S. dollars)


	Nine Months Ended
	September 30,
	2024	2023
	(unaudited)	(unaudited)
Cash, cash equivalents and restricted cash provided by (used for)
OPERATING ACTIVITIES
Net income	320,119	402,446
Non-cash and non-operating items:
Depreciation and amortization	69,136	72,924
Gain on sale of assets	(11,601)	—
Other	919	21,923
Change in other operating assets and liabilities	47,665	4,767
Expenditures for dry docking	(19,633)	(6,209)
Net operating cash flow	406,605	495,851
FINANCING ACTIVITIES
Issuance costs, net of proceeds from long-term debt	—	(3,536)
Prepayments of long-term debt	—	(1,000)
Scheduled repayments of long-term debt	—	(21,184)
Proceeds from short-term debt	—	50,000
Prepayments of short-term debt	—	(50,000)
Prepayment of obligations related to finance leases	(136,955)	(364,201)
Scheduled repayments of obligations related to finance leases	(5,213)	(28,900)
Purchase of Teekay Tankers common shares	(21,273)	(4,765)
Distributions from subsidiaries to non-controlling interests	(67,294)	(36,506)
Issuance of common shares upon exercise of stock options	5,201	2,857
Repurchase of Teekay common shares	(35,442)	(46,658)
Other financing activities	(5,281)	(4,663)
Net financing cash flow	(266,257)	(508,556)
INVESTING ACTIVITIES
Proceeds from sale of vessels and equipment	23,425	—
Expenditures for vessels and equipment	(4,546)	(5,975)
Vessel acquisition	(70,504)	—
Decrease in short-term investments	120,327	114,790
Repayments from equity-accounted joint ventures	2,500	3,900
Net investing cash flow	71,202	112,715
Increase in cash, cash equivalents and restricted cash	211,550	100,010
Cash, cash equivalents and restricted cash, beginning of the period	480,771	316,706
Cash, cash equivalents and restricted cash, end of the period	692,321	416,716

Teekay Corporation Ltd.

Appendix A - Reconciliation of Non-GAAP Financial Measures

Adjusted Net Income Attributable to Shareholders of Teekay

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


		Three Months Ended				Nine Months Ended
		September 30,		June 30,		September 30,
		2024		2024		2024
		(unaudited)		(unaudited)		(unaudited)
			$ Per		$ Per		$ Per
		$	Share(1)	$	Share(1)	$	Share(1)
Net income – GAAP basis		62,106		110,250		320,119
Adjust for: Net income attributable to
non-controlling interests		(42,034)		(76,430)		(211,591)
Net income attributable to
	shareholders of Teekay	20,072	0.22	33,820	0.36	108,528	1.14
(Subtract) add specific items affecting net income
	Gain on sale of assets	—	—	—	—	(11,601)	(0.12)
	Restructuring charges(2)	5,632	0.06	—	—	5,632	0.06
	Income tax recovery	—	—	—	—	(3,303)	(0.03)
	Other - net(3)	(1,225)	(0.01)	(1,243)	(0.01)	12	—
	Non-controlling interests’ share of items above(4)	(3,377)	(0.04)	593	0.01	(3,982)	(0.04)
Total adjustments		1,030	0.01	(650)	(0.01)	(13,242)	(0.14)
Adjusted net income attributable to
	shareholders of Teekay	21,102	0.23	33,170	0.36	95,286	1.00

(1)Basic per share amounts.

(2)Includes restructuring charges related to changes made to Teekay Tankers' senior management team.

(3)Includes an adjustment relating to the settlement of a prior year claim for the three months ended September 30, 2024, foreign exchange gain for the three months ended June 30, 2024, and premiums related to early termination and write-off of prepaid lease financing costs due to the repurchase of eight sale-leaseback vessels for the nine months ended September 30, 2024.

(4)Items affecting net income attributable to shareholders of Teekay include items from the Company’s consolidated non-wholly-owned subsidiaries. The specific items affecting net income are analyzed to determine whether any of the amounts originated from a consolidated non-wholly-owned subsidiary. Each amount that originates from a consolidated non-wholly-owned subsidiary is multiplied by the non-controlling interests’ percentage share in this subsidiary to determine the non-controlling interests’ share of the amount. The amount identified as “Non-controlling interests’ share of items above” in the table above is the cumulative amount of the non-controlling interests’ proportionate share of items listed in the table.

Teekay Corporation Ltd.

Appendix A - Reconciliation of Non-GAAP Financial Measures

Adjusted Net Income Attributable to Shareholders of Teekay

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


		Three Months Ended			Nine Months Ended
		September 30,		September 30,
		2023		2023
		(unaudited)		(unaudited)
			$ Per			$ Per
		$	Share(1)		$	Share(1)
Net income – GAAP basis		84,125			402,446
Adjust for: Net income attributable to
non-controlling interests		(57,967)			(287,187)
Net income attributable to
	shareholders of Teekay	26,158	0.28		115,259	1.21
(Subtract) add specific items affecting net income
	Unrealized losses from derivative instruments	—	—		3,709	0.04
	Realized gain on termination of interest rate swap	—	—		(3,215)	(0.03)

	Restructuring charges	—	—		1,619	0.02
	Other - net(2)	(4,755)	(0.05)		501	0.01
	Non-controlling interests’ share of items above(3)	3,387	0.04		707	0.01
Total adjustments		(1,368)	(0.01)		3,321	0.03
Adjusted net income attributable to
	shareholders of Teekay	24,790	0.27		118,580	1.24

(1)Basic per share amounts.

(2)Includes costs related to uncertain tax positions for the three months ended September 30, 2023. The amounts recorded for the nine months ended September 30, 2023 also include costs related to the early termination of certain obligations related to finance leases and non-cash expenses related to the sale of certain pension-related assets and obligations, an adjustment to the asset retirement obligation related to the Petrojarl Foinaven FPSO unit and foreign currency exchange losses (gains).

(3)Items affecting net income attributable to shareholders of Teekay include items from the Company’s consolidated non-wholly-owned subsidiaries. The specific items affecting net income are analyzed to determine whether any of the amounts originated from a consolidated non-wholly-owned subsidiary. Each amount that originates from a consolidated non-wholly-owned subsidiary is multiplied by the non-controlling interests’ percentage share in this subsidiary to determine the non-controlling interests’ share of the amount. The amount identified as “Non-controlling interests’ share of items above” in the table above is the cumulative amount of the non-controlling interests’ proportionate share of items listed in the table.

Teekay Corporation Ltd.

Appendix B - Supplemental Financial Information

Summary Statement of Income for the Three Months Ended

September 30, 2024

(in thousands of U.S. dollars)

(unaudited)


		Teekay	Teekay	Consolidation	Total
		Tankers	Parent	Adjustments(1)

Revenues		243,278	29,341	—	272,619

Voyage expenses		(93,984)	—	—	(93,984)
Vessel operating expenses		(38,091)	(26,872)	—	(64,963)
Time-charter hire expense		(18,465)	—	—	(18,465)
Depreciation and amortization		(23,445)	—	—	(23,445)
General and administrative expenses		(10,876)	(2,742)	(320)	(13,938)
Restructuring charges		(5,952)	—	320	(5,632)

Income (loss) from vessel operations (2)		52,465	(273)	—	52,192

Interest expense		(825)	(19)	—	(844)
Interest income		5,772	4,186	—	9,958


Equity loss		(121)	—	—	(121)
Equity in income of subsidiaries (3)		—	16,794	(16,794)	—
Income tax recovery (expense)		582	(1,039)	—	(457)
Other - net		942	436	—	1,378
Net income		58,815	20,085	(16,794)	62,106
Net income attributable to
	non-controlling interests (4)	—	(13)	(42,021)	(42,034)
Net income attributable
	to shareholders
	of publicly-listed entities	58,815	20,072	(58,815)	20,072

(1)Consolidation Adjustments column includes adjustments which eliminate transactions between Teekay Tankers and Teekay Parent.

(2)In addition to the income from vessel operations earned by Teekay Parent, it also receives cash distributions from its consolidated publicly-traded subsidiary, Teekay Tankers. During the three months ended September 30, 2024, Teekay Parent received cash distributions of $2.4 million from Teekay Tankers.

(3)Teekay’s proportionate share of the net income of its publicly-traded subsidiary, Teekay Tankers.

(4)Net income attributable to non-controlling interests represents the public’s share of the net income of Teekay’s publicly-traded subsidiary, Teekay Tankers.

Teekay Corporation Ltd.

Appendix C - Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA

(in thousands of U.S. dollars)


		Three Months Ended
		September 30,	June 30,	September 30,
		2024	2024	2023
		(unaudited)	(unaudited)	(unaudited)
Net income		62,106	110,250	84,125
Depreciation and amortization		23,445	22,373	24,565
Net interest income		(9,114)	(8,770)	(191)
Income tax expense (recovery)		457	3,789	(2,109)
EBITDA		76,894	127,642	106,390
Specific income statement items affecting EBITDA:
	Equity loss (income)	121	(905)	(666)
	Other - net	(1,378)	(2,121)	95
Adjusted EBITDA		75,637	124,616	105,819

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements included in this release, other than statements of historical fact, are forward-looking statements. When used in this release, the words “expect,” “believe,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Forward-looking statements contained in this release include, among others, statements regarding: the occurrence and timing of the completion of the sale of Teekay Australia and certain management services companies to Teekay Tankers, and the impacts of these transactions on the Teekay Group and the Company; the timing of payments of cash dividends by the Company and by Teekay Tankers; the occurrence and timing of vessel deliveries related to Teekay Tankers' vessel sales; management's view of the tanker operating environment, the strength of the tanker market and of the tanker rate environment, and related effects on the Company and the Teekay Group and their operations; and the Teekay Group's ability to utilize its balance sheet strength and operating platform to drive long-term shareholder returns.

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: payment by the Company and by Teekay Tankers of their respective declared cash dividends; potential delays by Teekay Tankers with respect to its vessel deliveries; the Company's available cash and changes in the Company's liquidity and financial leverage; the Company's and Teekay Tankers' ability to satisfy the customary closing conditions related to the sale and purchase of Teekay Australia and the management services companies; changes in tanker market fundamentals or spot rates; changes in the production of, or demand for, oil or refined products and for tankers; the impact of geopolitical tensions and conflicts, and changes in global economic conditions; and other factors discussed in Teekay’s filings from time to time with the SEC, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. 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.