15.

Derivative Instruments and Hedging Activities

The Company uses derivatives to manage certain risks in accordance with its overall risk management policies.

Foreign Exchange Risk

The Company economically hedges portions of its forecasted expenditures denominated in foreign currencies with foreign currency forward contracts.

As at December 31, 2014, the Company was committed to the following foreign currency forward contracts:


	Contract Amount in Foreign Currency		Average Forward Rate ⁽¹⁾		Fair Value / Carrying Amount of Asset (Liability) $			Expected Maturity 2015 $		2016 $
Norwegian Kroner		861,000		6.44		(18,407	)		91,400		42,253

						(18,407	)		91,400		42,253

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

The Company enters into cross currency swaps, and pursuant to these swaps the Company receives the principal amount in NOK on the maturity date of the swap, 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 at maturity of the Company’s NOK-denominated bonds due in 2015 through 2019. In addition, the cross currency swaps economically hedge the interest rate exposure on the NOK bonds due in 2015 through 2019. The Company has not designated, for accounting purposes, these cross currency swaps as cash flow hedges of its NOK-denominated bonds due in 2015 through 2019. As at December 31, 2014, the Company was committed to the following cross currency swaps:


												Fair Value / Carrying
Notional		Notional		Floating Rate Receivable								Amount of			Remaining
Amount NOK		Amount USD		Reference Rate		Margin			Fixed Rate Payable			Asset / (Liability)			Term (years)
	700,000		122,800		NIBOR		4.75	%		5.52	%		(30,501	)		0.8
	500,000		89,710		NIBOR		4.00	%		4.80	%		(23,843	)		1.1
	600,000		101,351		NIBOR		5.75	%		7.49	%		(24,732	)		2.1
	700,000		125,000		NIBOR		5.25	%		6.88	%		(35,766	)		2.3
	800,000		143,536		NIBOR		4.75	%		5.93	%		(38,898	)		3.1
	900,000		150,000		NIBOR		4.35	%		6.43	%		(34,620	)		3.7
	1,000,000		162,200		NIBOR		4.25	%		6.28	%		(33,031	)		4.1

													(221,391	)

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 has not designated any of its interest rate swap agreements in its consolidated entities as cash flow hedges for accounting purposes.

As at December 31, 2014, 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 debt were swapped with fixed-rate obligations:


	Interest Rate Index	Principal Amount $		Fair Value / Carrying Amount of Asset / (Liability) $			Weighted- Average Remaining Term (years)		Fixed Interest Rate (%)⁽¹⁾
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swaps ⁽²⁾	LIBOR		3,357,287		(342,772	)		5.8		3.5
U.S. Dollar-denominated interest rate swaps ⁽³⁾	LIBOR		500,000		(17,150	)		0.8		3.1
EURIBOR-Based Debt:
Euro-denominated interest rate swaps ^{(4) (5)}	EURIBOR		284,993		(45,810	)		6.0		3.1

					(405,732	)

(1)	Excludes the margins the Company pays on its variable-rate debt, which, as of December 31, 2014, ranged from 0.3% to 3.95%.

(2)	Principal amount of $200 million is fixed at 2.14%, unless LIBOR exceeds 6%, in which case the Company pays a floating rate of interest.

(3)

Interest rate swap with an aggregate principal amount of $180 million is being used to economically hedge expected interest payments on new debt that is planned to be outstanding from 2016 to 2028. The interest rate swap is subject to mandatory early termination in 2015 whereby the swap will be settled based on its fair value at that time. Interest rate swaps with an aggregate principal amount of $320 million are being used to economically hedge expected interest payments on new debt that is planned to be outstanding from 2016 to 2021. These interest rate swaps are subject to mandatory early termination in 2016 whereby the swaps will be settled based on their fair value at that time.

(4)	Principal amount reduces monthly to 70.1 million Euros ($84.8 million) by the maturity dates of the swap agreements.

(5)	Principal amount is the U.S. Dollar equivalent of 235.6 million Euros.

Stock Purchase Warrants

In January 2014, Teekay and Teekay Tankers formed TIL. Teekay and Teekay Tankers purchased an aggregate of 5.0 million shares of TIL’s common stock, representing an initial 20% interest in TIL, as part of a $250 million private placement by TIL, which represents a total investment by Teekay and Teekay Tankers of $50.0 million. In addition, Teekay and Teekay Tankers received stock purchase warrants entitling them to purchase an aggregate of up to 1.5 million shares of common stock of TIL at a fixed price of $10 per share. Alternatively, if the shares of TIL’s common stock trade on a National Stock Exchange or over-the-counter market denominated in NOK, Teekay and Teekay Tankers may also exercise their stock purchase warrants at 61.67 NOK per share using a cashless exercise procedure. The estimated fair value of the warrants on issuance was $6.8 million and is included in other income in the consolidated statements of income (loss). The stock purchase warrants vest in four equally sized tranches. If the shares of TIL’s common stock trade on a National Stock Exchange or over-the-counter market denominated in NOK, each tranche will vest and become exercisable when and if the fair market value of a share of TIL’s common stock equals or exceeds 77.08 NOK, 92.50 NOK, 107.91 NOK and 123.33 NOK, respectively, for such tranche for any ten consecutive trading days. The stock purchase warrants expire on January 23, 2019. The fair value of the stock purchase warrants at December 31, 2014 was $9.3 million. The Company reports the unrealized gains from the stock purchase warrants in realized and unrealized (losses) gains on non-designated derivatives in the consolidated statements of income (loss).

Tabular Disclosure

The following table presents the location and fair value amounts of derivative instruments, segregated by type of contract, on the Company’s consolidated balance sheets.


	Current							Current
	Portion of							Portion of
	Derivative		Derivative		Accrued			Derivative			Derivative
	Assets		Assets		Liabilities			Liabilities			Liabilities
As at December 31, 2014
Derivatives not designated as a cash flow hedge:
Foreign currency contracts		—		—		—			(14,218	)		(4,189	)
Interest rate swap agreements		—		5,101		(22,656	)		(148,006	)		(240,171	)
Cross currency swap agreements		—		—		(1,835	)		(41,733	)		(177,822	)
Stock purchase warrants		—		9,314		—			—			—

		—		14,415		(24,491	)		(203,957	)		(422,182	)

As at December 31, 2013
Derivatives not designated as a cash flow hedge:
Foreign currency contracts		482		12		—			(1,819	)		(155	)
Interest rate swap agreements		21,779		69,785		(22,025	)		(140,503	)		(248,091	)
Cross currency swap agreements		779		—		3			(1,677	)		(51,324	)

		23,040		69,797		(22,022	)		(143,999	)		(299,570	)

As at December 31, 2014, the Company had multiple interest rate swaps, cross currency swaps and foreign currency forward contracts 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 consolidated balance sheets. As at December 31, 2014, these derivatives had an aggregate fair value asset amount of nil and an aggregate fair value liability amount of $487.8 million. As at December 31, 2014, the Company had $85.5 million on deposit with the relevant counterparties as security for swap liabilities under certain master agreements. The deposit is presented in restricted cash on the consolidated balance sheets.

Realized and unrealized gains and (losses) 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 on non-designated derivatives in the consolidated statements of income. The effect of the gains and losses on derivatives not designated as hedging instruments in the consolidated statements of income (loss) are as follows:


	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2014			2013			2012
	$			$			$
Realized (losses) gains relating to:
Interest rate swap agreements		(125,424	)		(122,439	)		(123,277	)
Interest rate swap agreement terminations		(1,319	)		(35,985	)		—
Foreign currency forward contracts		(4,436	)		(2,027	)		1,155
Foinaven embedded derivative		—			—			11,452

		(131,179	)		(160,451	)		(110,670	)

Unrealized (losses) gains relating to:
Interest rate swap agreements		(86,045	)		182,800			26,770
Foreign currency forward contracts		(16,926	)		(3,935	)		6,933
Stock purchase warrants		2,475			—			—
Foinaven embedded derivative		—			—			(3,385	)

		(100,496	)		178,865			30,318

Total realized and unrealized (losses) gains on derivative instruments		(231,675	)		18,414			(80,352	)

Realized and unrealized (losses) gains of the cross currency swaps are recognized in earnings and reported in foreign currency exchange gain (loss) in the consolidated statements of income (loss). The effect of the loss on cross currency swaps on the consolidated statements of income (loss) is as follows:


	Year Ended December 31,
	2014			2013			2012
	$			$			$
Realized gain on partial termination of cross currency swap		—			6,800			—
Realized (losses) gains		(3,955	)		2,089			3,628
Unrealized (losses) gains		(167,334	)		(65,387	)		10,715

Total realized and unrealized (losses) gains on cross currency swaps		(171,289	)		(56,498	)		14,343

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 foreign currency forward contracts, and 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.