Teekay (EI5) Risk Analysis

Teekay Parent's primary asset is its shareholdings in Teekay Tankers, which it actively manages thorough its controlling ownership interest. Our subsidiaries, directly or indirectly own all of our interest in our substantive operating assets. As a result, Teekay Parent's ability to satisfy its financial obligations and to pay any dividends to, or repurchase shares from, Teekay Corporation Ltd.'s shareholders depends on the ability of Teekay Parent's subsidiaries to generate profits available for distribution to it and such subsidiaries being permitted by law and contract to make such distributions to Teekay Parent; to the extent that they are unable to generate or distribute profits to Teekay Parent, we may be unable to pay any creditors or any dividends to, or repurchase shares from, Teekay Corporation Ltd.'s shareholders.

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

To fund our existing and future debt or future financial obligations and capital expenditures, we may be required to use our existing liquidity or cash from operations, incur borrowings, raise capital through the sale of assets or ownership interests in certain assets, issue debt or additional equity securities and/or seek to access other financing sources. Our access to potential funding sources and our future financial and operating performance will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control. If we are unable to access additional financing and generate sufficient cash flow to meet our debt, other financial obligations, capital expenditure and other business requirements, we may be forced to take actions such as: - restructuring our debt or other financial obligations;- selling additional assets or equity interests in certain assets;- not paying dividends or repurchasing shares;- reducing, delaying, or canceling business activities, acquisitions, investments or capital expenditures; or - seeking bankruptcy protection. Such measures might not be successful, and additional debt or equity capital may not be available on acceptable terms or enable us to meet our debt, capital expenditure and other obligations. Some of such measures may adversely affect our business and reputation. In addition, financing agreements may restrict our ability to implement some of these measures. Use of cash from operations for capital purposes will reduce cash available for any future dividends to shareholders. Our ability to obtain bank financing or to access the capital markets for any future offerings may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions in general. Even if we are successful in obtaining necessary funds, the terms of such financings could limit our ability to pay cash dividends to shareholders, operate our business as currently conducted or to repurchase shares. In addition, incurring debt may significantly increase interest expense and financial leverage, and issuing additional equity securities may result in significant shareholder dilution. The sale of certain assets would reduce cash from operations and the cash available for distribution to shareholders. For more information on our liquidity requirements, please read "Item 18 – Financial Statements: Note 20a – Commitments and Contingencies – Liquidity". Our expected primary liquidity needs in the next few years are to pay for operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, vessel acquisitions, funding our other working capital requirements, scheduled repayments of debt, debt servicing costs and dividends on equity and/or repurchases of shares as and if determined by our Board of Directors. We anticipate that our primary sources of funds in the next few years will be existing liquidity, cash flows from operations, long-term debt, and equity issuances or other sources of financing.