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
of the Securities Exchange Act of 1934
_________________________

Date of Report: May 18, 2017

Commission file number 1-32479
_________________________

TEEKAY LNG PARTNERS L.P.
(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














 




Item 1 — Information Contained in this Form 6-K Report

Attached as Exhibit 1 is a copy of an announcement of Teekay LNG Partners L.P. dated May 18, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TEEKAY LNG PARTNERS L.P.
 
 
 
By:
 
Teekay GP L.L.C., its general partner
Date: May 18, 2017
By:
 
/s/ Edith Robinson
 
 
 
Edith Robinson
Secretary



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NEWSRELEASE.JPG

TEEKAY LNG PARTNERS REPORTS
FIRST QUARTER 2017 RESULTS

Highlights
Reported GAAP net income attributable to the partners and preferred unitholders of $29.1 million and adjusted net income attributable to the partners and preferred unitholders (1) of $21.1 million in the first quarter of 2017 .
Generated distributable cash flow (1) of $43.2 million , or $0.54 per common unit, in the first quarter of 2017 .
Completed or nearing completion of approximately $640 million of new long-term financings for the Partnership's growth projects to fund two MEGI LNG carrier newbuildings and two 50 percent-owned ARC7 Ice-Class LNG carrier newbuildings for the Yamal LNG project.
Took delivery of the Partnership's third MEGI LNG carrier newbuilding, the Torben Spirit , which commenced its charter contract in March 2017.
Exmar LPG Joint Venture acquired attractively priced mid-size LPG carrier newbuilding, which is scheduled to deliver in mid-2018.

Hamilton, Bermuda, May 18, 2017 - Te ekay GP L.L .C., the general partner of Teekay LNG Partners L.P. ( Teekay LNG or the Partnership ) (NYSE: TGP), today reported the Partnership’s results for the quarter ended March 31, 2017 .

Three Months Ended
 
March 31, 2017
December 31, 2016
March 31, 2016
  (in thousands of U.S. Dollars)
(unaudited)
(unaudited)
(unaudited)
GAAP FINANCIAL COMPARISON
 
 
 
Voyage revenues
101,180

100,774

95,771

Income from vessel operations
46,078

38,010

16,983

Equity income
5,887

9,728

9,498

Net income (loss) attributable to the partners and preferred unitholders
29,057

84,411

(37,138
)
NON-GAAP FINANCIAL COMPARISON
 
 
 
Total cash flow from vessel operations (CFVO)   (1)
109,211

114,534

114,429

Distributable cash flow (DCF)   (1)
43,227

50,199

54,404

Adjusted net income attributable to the partners and preferred unitholders (1)
21,093

28,958

34,151

(1)  
These are non-GAAP financial measures. Please refer to “Definitions and Non-GAAP Financial Measures” and the Appendices to this release for definitions of these terms and reconciliations of these non-GAAP financial measures as used in this release to the most directly comparable financial measures under United States generally accepted accounting principles ( GAAP ).

Teekay LNG Partners L.P. Investor Relations Tel: +1 604 844-6654 www.teekaylng.com
4 th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
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CEO Commentary
“During the first quarter, the Partnership’s results were in-line with our expectations,” commented Mark Kremin, President and CEO of Teekay Gas Group Ltd. “This included a one-month contribution from the delivery of our third MEGI LNG carrier newbuilding, the Torben Spirit , named after Teekay’s late-founder, J. Torben Karlshoej, which commenced its charter contract in early-March 2017.”

“Since reporting earnings in February 2017, we continued to execute on our portfolio of committed growth projects and opportunistically acquired a mid-size LPG carrier newbuilding through our 50 percent-owned Exmar LPG joint venture,” Mr. Kremin continued. “In addition, we have now completed or are nearing completion of financing for all the Partnership’s committed growth projects delivering through mid-2018 with the recent progress on approximately $640 million in new long-term financings. We expect to secure the remainder of the required long-term financings for the Partnership’s committed growth projects within the second half of 2017.”
Summary of Recent Events
Debt Financing Update

In April and May 2017, the Partnership completed approximately $355 million in new long-term financings for its committed growth projects, including: (i) a $175 million sale-leaseback transaction for one of the Partnership’s MEGI LNG carrier newbuildings scheduled to deliver in 2017, and (ii) a $180 million sale-leaseback transaction for one of the Partnership's MEGI LNG carrier newbuildings scheduled to deliver in 2018. Furthermore, the Partnership is nearing completion on a $285 (1) million sale-leaseback transaction for two of the Partnership's 50 percent-owned ARC7 Ice-Class LNG carrier newbuildings for the Yamal LNG project, which are scheduled to deliver in 2018.

In March 2017, the Partnership's 52 percent-owned joint venture with Marubeni Corporation ( MALT LNG Joint Venture ) completed a refinancing of four LNG carriers with a new $335 million debt facility.

MALT LNG Joint Venture Secures 18-month Firm Charter Plus One-Year Option

In May 2017, the MALT LNG Joint Venture signed an 18-month charter contract (plus one-year extension option) with a major Japanese utility company, commencing in the fourth quarter of 2018. This charter contract will be serviced by one of the MALT LNG Joint Venture's existing vessels currently trading in the short-term market.

Exmar LPG Joint Venture Acquires Mid-Size Gas Carrier Newbuilding

In April 2017, the Partnership's 50/50 joint venture with Exmar ( Exmar LPG Joint Venture ) agreed to acquire an existing mid-size LPG carrier newbuilding, which is scheduled to deliver in mid-2018. The acquisition is consistent with the Exmar LPG Joint Venture's strategy of fleet renewal to preserve its market share and contract of affreightment ( CoA ) franchise with its customers in both the Ammonia and LPG trade. The installment payments on the vessel are expected to be financed by the Exmar LPG Joint Venture's existing liquidity and the joint venture expects to secure long-term financing prior to delivery.

Charter Contracts with Skaugen

On April 20, 2017, in lieu of receiving cash on a portion of the charter hire on six LPG carriers on charter with I.M. Skaugen SE ( Skaugen ), the Partnership took over Skaugen’s 35 percent ownership interest in a 2003-built LPG carrier, the Norgas Sonoma . As part of this transaction, the Partnership also acquired the remaining 65 percent ownership in this vessel from the other shareholders for a total purchase price of approximately $13 million (including Skaugen’s 35 percent ownership interest that was transferred to the Partnership). The vessel is currently trading in the Norgas pool. Giving pro forma effect for this transaction, Skaugen owed the Partnership approximately $8.3 million in outstanding charter hire and accrued interest thereon as of March 31, 2017.


(1) Based on Teekay LNG’s proportionate ownership interests in the projects.


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Charter Contracts with Awilco LNG

In April 2017, the Partnership commenced charter extension and deferral negotiations with Awilco LNG regarding two modern LNG vessels chartered to Awilco LNG , which include purchase obligations for Awilco LNG to acquire the vessels in November 2017 and September 2018. These negotiations are expected to conclude in the second quarter of 2017.

Operating Results
The following table highlights certain financial information for Teekay LNG’s two segments: the Liquefied Gas Segment and the Conventional Tanker Segment (please refer to the “Teekay LNG’s Fleet” section of this release below and Appendices C through E for further details).
 
Three Months Ended
 
March 31, 2017
March 31, 2016
  (in thousands of U.S. Dollars)
(unaudited)
(unaudited)

Liquefied Gas Segment
Conventional Tanker Segment
Total
Liquefied Gas Segment
Conventional Tanker Segment
Total
GAAP FINANCIAL COMPARISON






Voyage revenues
88,947

12,233

101,180

78,585

17,186

95,771

Income (loss) from vessel operations
43,336

2,742

46,078

40,189

(23,206
)
16,983

Equity income
5,887


5,887

9,498


9,498

NON-GAAP FINANCIAL COMPARISON












 CFVO from consolidated vessels (i)
71,783

5,379

77,162

63,132

10,548

73,680

 CFVO from equity-accounted vessels (i)
32,049


32,049

40,749


40,749

 Total CFVO (i)
103,832

5,379

109,211

103,881

10,548

114,429


(i)
These are non-GAAP financial measures. Please refer to “Definitions and Non-GAAP Financial Measures” and the Appendices to this release for definitions of these terms and reconciliations of these non-GAAP financial measures as used in this release to the most directly comparable financial measures under GAAP.

Liquefied Gas Segment

Income from vessel operations and cash flow from vessel operations from consolidated vessels increased for the three months ended March 31, 2017 compared to the same quarter of the prior year primarily due to the deliveries of the Creole Spirit and Oak Spirit MEGI LNG carrier newbuildings, which commenced their five-year charter contracts with Cheniere Energy in late-February 2016 and early-August 2016, respectively; the delivery of the Torben Spirit MEGI LNG carrier newbuilding, which commenced its 10-month plus one-year option charter contract with a major energy company in early-March 2017; and additional revenue recognized in the first quarter of 2017 relating to the accelerated dry docking of two LNG carriers, the costs of which are reimbursed by the charterer. These increases were partially offset by lower revenues from the Partnership's six LPG carriers on charter to Skaugen as a portion of the first quarter revenue was not recognized as a result of a temporary deferral agreement and the scheduled dry docking of an LNG carrier in the first quarter of 2017.
Equity income and cash flow from vessel operations from equity-accounted vessels decreased for the three months ended March 31, 2017 compared to the same quarter of the prior year primarily due to lower redeployment rates for certain LPG carriers and the sale of an older LPG carrier (net of the additions of three LPG carrier newbuildings which delivered between February to November 2016) in the Exmar LPG Joint Venture; a further deferral of a portion of the charter payments for the Marib Spirit and Arwa Spirit, effective August 2016; and lower spot rates earned on the redeployment of the Magellan Spirit and Methane Spirit after their short-term charter contracts ended in June and July 2016, respectively, in the Partnership’s 52 percent-owned MALT LNG Joint Venture. Equity income was also impacted by unrealized gains on non-designated derivative instruments during the three months ended March 31, 2017, compared to unrealized losses in the same period of the prior year.

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Conventional Tanker Segment
Income from vessel operations for the three months ended March 31, 2017 compared to the same quarter of the prior year increased primarily due to the loss on the sales of the Bermuda Spirit and Hamilton Spirit recorded in the first quarter of 2016, partially offset by lower revenues in the three months ended March 31, 2017 due to the sale of the Asian Spirit in March 2017 and the sales of the Bermuda Spirit and Hamilton Spirit in 2016. Cash flow from vessel operations also decreased due to these vessel sales.

Teekay LNG's Fleet
The following table summarizes the Partnership’s fleet as of May 1, 2017:

Number of Vessels

Owned and In-Chartered Vessels (i)
Newbuildings
Total
LNG Carrier Fleet
32 (ii)
18 (ii)
50
LPG/Multigas Carrier Fleet
26 (iii)
4 (iv)
30
Conventional Tanker Fleet
 5
5
Total
63
22
85

(i)
Owned vessels includes vessels accounted for under capital leases.
(ii)
The Partnership’s ownership interests in these vessels range from 20 percent to 100 percent.
(iii)
The Partnership’s ownership interests in these vessels range from 50 percent to 99 percent.
(iv)
The Partnership’s interest in these vessels is 50 percent.
Liquidity
As of March 31, 2017, the Partnership had total liquidity of $395.0 million (comprised of $181.2 million in cash and cash equivalents and $213.8 million in undrawn credit facilities).

Conference Call
The Partnership plans to host a conference call on Thursday, May 18, 2017 at 11:00 a.m. (ET) to discuss the results for the first quarter of 2017 . All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:
By dialing (866) 564-7439 or (416) 640-5942, if outside North America, and quoting conference ID code 9327780.
By accessing the webcast, which will be available on Teekay LNG’s website at www.teekay.com (the archive will remain on the web site for a period of one year).

An accompanying First Quarter Earnings Presentation will also be available at www.teekay.com in advance of the conference call start time.
About Teekay LNG Partners L.P.
Teekay LNG Partners is one of the world's largest independent owners and operators of LNG carriers, providing LNG, LPG and crude oil marine transportation services primarily under long-term, fee-based charter contracts through its interests in 50 LNG carriers (including 18 newbuildings), 30 LPG/Multigas carriers (including four newbuildings) and five conventional tankers. The Partnership's interests in these vessels range from 20 to 100 percent. In addition, the Partnership owns a 30 percent interest in a regasification facility, which is currently under construction. Teekay LNG Partners L.P. is a publicly-traded master limited partnership ( MLP ) formed by Teekay Corporation (NYSE: TK) as part of its strategy to expand its operations in the LNG and LPG shipping sectors.
Teekay LNG Partners’ common and preferred units trade on the New York Stock Exchange under the symbol “TGP” and "TGP PR A", respectively.

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For Investor Relations
enquiries contact:

Ryan Hamilton
Tel: +1 (604) 844-6654
Website: www.teekay.com

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 Income, and Distributable Cash Flow, 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 Partnership believes that certain investors use this information to evaluate the Partnership’s financial performance, as does management.
Cash Flow from Vessel Operations

Cash flow from vessel operations ( CFVO ) represents income from vessel operations before depreciation and amortization expense, amortization of in-process revenue contracts, vessel write-downs, losses on the sale of vessels and adjustments for direct financing leases to a cash basis, but includes realized gains or losses on a derivative charter contract. CFVO from Consolidated Vessels represents CFVO from vessels that are consolidated on the Partnership’s financial statements. CFVO from Equity-Accounted Vessels represents the Partnership’s proportionate share of CFVO from its equity-accounted vessels. The Partnership does not control its equity-accounted vessels and as a result, the Partnership does not have the unilateral ability to determine whether the cash generated by its equity-accounted vessels is retained within the equity-accounted investments or distributed to the Partnership and other shareholders. In addition, the Partnership does not control the timing of such distributions to the Partnership and other shareholders. Consequently, readers are cautioned when using total CFVO as a liquidity measure as the amount contributed from CFVO from Equity-Accounted Vessels may not be available to the Company in the periods such CFVO is generated by the equity-accounted vessels. CFVO is a non-GAAP financial measure used by certain investors to measure the operational financial performance of companies. Please refer to Appendices D and E of this release for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures reflected in the Partnership’s consolidated financial statements.
Adjusted Net Income
Adjusted net income excludes from net income items of income or loss that are typically excluded by securities analysts in their published estimates of the Partnership’s financial results. The Partnership believes that certain investors use this information to evaluate the Partnership’s financial performance. Please refer to Appendix A of this release for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements.
Distributable Cash Flow
Distributable cash flow ( DCF ) represents net income adjusted for depreciation and amortization expense, deferred income tax and other non-cash items, estimated maintenance capital expenditures, unrealized gains and losses from non-designated derivative instruments, ineffectiveness for derivative instruments designated as hedges for accounting purposes, distributions relating to equity financing of newbuilding installments, adjustments for direct financing leases to a cash basis and foreign exchange related items, including the Partnership's proportionate share of such items in equity-accounted for investments. Maintenance capital expenditures represent those capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, the Partnership's capital assets. Distributable cash flow is a quantitative standard used in the publicly-traded partnership investment community to assist in evaluating financial performance. Please refer to Appendix B of this release for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements.

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Teekay LNG Partners L.P.
Consolidated Statements of Income (Loss)
(in thousands of U.S. Dollars, except units outstanding)
 
Three Months Ended
 
March 31,
December 31,
March 31,
2017
2016
2016
 
(unaudited)
(unaudited)
(unaudited)
Voyage revenues
101,180

100,774

95,771

 
 
 

 
Voyage expenses
(1,437
)
(302
)
(457
)
Vessel operating expenses
(23,388
)
(22,270
)
(21,853
)
Depreciation and amortization
(26,120
)
(25,021
)
(23,611
)
General and administrative expenses
(4,157
)
(3,634
)
(5,428
)
Write-down and loss on sale of vessels (1)

(11,537
)
(27,439
)
Income from vessel operations
46,078

38,010

16,983








Equity income (2)
5,887

9,728

9,498

Interest expense
(16,988
)
(15,934
)
(13,997
)
Interest income
854

783

602

Realized and unrealized gain (loss) on
non-designated derivative instruments
(3)
1,187

43,245

(38,089
)
Foreign currency exchange (loss) gain (4)
(3,568
)
15,474

(10,118
)
Other income
391

314

419

Net income (loss) before tax expense
33,841

91,620

(34,702
)
Income tax expense
(157
)
(251
)
(261
)
Net income (loss)
33,684

91,369

(34,963
)
 
 

 

 

Non-controlling interest in net income (loss)
4,627

6,958

2,175

Preferred unitholders' interest in net income (loss)
2,812

2,719


General Partner's interest in net income (loss)
525

1,634

(743
)
Limited partners’ interest in net income (loss)
25,720

80,058

(36,395
)
Weighted-average number of common
units outstanding:
 

 

 

• Basic
79,590,153

79,571,820

79,557,872

• Diluted
79,690,391

79,705,854

79,557,872

Total number of common units
outstanding at end of period
79,626,819

79,571,820

79,571,820


(1)
Write-down and loss on sale of vessels for the three months ended December 31, 2016 relates to the write-down of the Asian Spirit Suezmax tanker which was sold and delivered to its new owner in March 2017. Write-down and loss on sale of vessels for the three months ended March 31, 2016 relates to Centrofin Management Inc. ( Centrofin ) exercising its purchase options, under the 12-year charter contracts, to acquire the Bermuda Spirit and Hamilton Spirit Suezmax tankers.

(2)
The Partnership’s proportionate share of items within equity income as identified in Appendix A of this release is detailed in the table below. By excluding these items from equity income, the Partnership believes the resulting adjusted equity income is a normalized amount that can be used to evaluate the financial performance of the Partnership’s equity-accounted investments. Adjusted equity income is a non-GAAP financial measure.

6

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Three Months Ended
 
March 31,
December 31,
March 31,
 
2017
2016
2016
Equity income
5,887

9,728

9,498

Proportionate share of unrealized (gain) loss on non-designated derivative instruments
(1,784
)
(8,078
)
3,901

Proportionate share of ineffective portion of hedge-accounted interest rate swaps
(543
)
(364
)
160

Proportionate share of write-down of vessel

4,861


Proportionate share of other items
30

1,162

77

Equity income adjusted for items in Appendix A
3,590

7,309

13,636


(3)
The realized gains (losses) on non-designated derivative instruments relate to the amounts the Partnership actually paid or received to settle non-designated derivative instruments and the unrealized gains (losses) on non-designated derivative instruments relate to the change in fair value of such non-designated derivative instruments, as detailed in the table below:

Three Months Ended

March 31,
December 31,
March 31,

2017
2016
2016
Realized (losses) gains relating to:
 

 

 
Interest rate swap agreements
(4,675
)
(6,190
)
(6,643
)
Interest rate swaption agreements
395



Toledo Spirit time-charter derivative contract
15

(1,274
)
630

 
(4,265
)
(7,464
)
(6,013
)
 
 
 
 
Unrealized gains (losses) relating to:
 
 
 
Interest rate swap agreements
4,302

34,068

(20,657
)
Interest rate swaption agreements
30

16,601

(11,669
)
Toledo Spirit time-charter derivative contract
1,120

40

250

 
5,452

50,709

(32,076
)




Total realized and unrealized gains (losses) on non-designated derivative instruments
1,187

43,245

(38,089
)

(4)
For accounting purposes, the Partnership is required to revalue all foreign currency-denominated monetary assets and liabilities based on the prevailing exchange rates at the end of each reporting period. This revaluation does not affect the Partnership’s cash flows or the calculation of distributable cash flow, but results in the recognition of unrealized foreign currency translation gains or losses in the Consolidated Statements of Income (Loss).

Foreign currency exchange (loss) gain includes realized losses relating to the amounts the Partnership paid to settle or terminate the Partnership’s non-designated cross-currency swaps that were entered into as economic hedges in relation to the Partnership’s Norwegian Kroner ( NOK ) denominated unsecured bonds and realized gains on bond repurchases. Foreign currency exchange (loss) gain also includes unrealized gains (losses) relating to the change in fair value of such derivative instruments, partially offset by unrealized (losses) gains on the revaluation of the NOK bonds as detailed in the table below:

Three Months Ended

March 31,
December 31,
March 31,

2017
2016
2016
Realized losses on cross-currency swaps
(3,537
)
(2,160
)
(2,291
)
Realized losses on cross-currency swaps termination

(17,711
)

Realized gains on repurchase of NOK bonds

16,782


Unrealized gains (losses) on cross-currency swaps
2,699

(6,053
)
21,312

Unrealized (losses) gains on revaluation of NOK bonds
(606
)
12,644

(20,430
)






    

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Teekay LNG Partners L.P.
Consolidated Balance Sheets  
(in thousands of U.S. Dollars)
 
As at March 31,
December 31,
 
2017
2016
 
(unaudited)
(unaudited)
ASSETS
   
 
Current
   
 
Cash and cash equivalents
181,201

126,146

Restricted cash – current
9,155

10,145

Accounts receivable
24,270

25,224

Prepaid expenses
3,889

3,724

Vessel held for sale

20,580

Current portion of derivative assets
1,630

531

Current portion of net investments in direct financing leases
149,291

150,342

Advances to affiliates
11,354

9,739

Total current assets
380,790

346,431

 
 
 
Restricted cash – long-term
97,746

106,882

 
 
 
Vessels and equipment
   
 
At cost, less accumulated depreciation
1,363,980

1,374,128

Vessels under capital leases, at cost, less accumulated depreciation
680,430

484,253

Advances on newbuilding contracts
361,179

357,602

Total vessels and equipment
2,405,589

2,215,983

Investment in and advances to equity-accounted joint ventures
1,077,355

1,037,726

Net investments in direct financing leases
488,561

492,666

Other assets
4,375

5,529

Derivative assets
2,258

4,692

Intangible assets – net
67,720

69,934

Goodwill – liquefied gas segment
35,631

35,631

Total assets
4,560,025

4,315,474

 
 
 
LIABILITIES AND EQUITY
   
 
Current
   
 
Accounts payable
5,364

5,562

Accrued liabilities
36,504

35,881

Unearned revenue
20,808

16,998

Current portion of long-term debt
187,111

188,511

Current obligations under capital lease
81,780

40,353

Current portion of in-process contracts
10,262

15,833

Current portion of derivative liabilities
57,453

56,800

Advances from affiliates
23,690

15,492

Total current liabilities
422,972

375,430

Long-term debt
1,626,968

1,602,715

Long-term obligations under capital lease
518,399

352,486

Long-term unearned revenue
10,007

10,332

Other long-term liabilities
60,646

60,573

In-process contracts
6,521

8,233

Derivative liabilities
118,187

128,293

Total liabilities
2,763,700

2,538,062

 
 
 
Equity
   
   
Limited partners – common units
1,578,503

1,563,852

Limited partners – preferred units
123,519

123,426

General partner
50,952

50,653

Accumulated other comprehensive income
486

575

Partners' equity
1,753,460

1,738,506

Non-controlling interest
42,865

38,906

Total equity
1,796,325

1,777,412

Total liabilities and total equity
4,560,025

4,315,474



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Teekay LNG Partners L.P.
Consolidated Statements of Cash Flows
(in thousands of U.S. Dollars)
 
Three Months Ended
 
March 31,
March 31,
 
2017
2016
 
(unaudited)
(unaudited)
Cash and cash equivalents provided by (used for)
 
 
OPERATING ACTIVITIES
 
 
Net income (loss)
33,684

(34,963
)
Non-cash items:
 
 
   Unrealized (gain) loss on non-designated derivative instruments
(5,452
)
32,076

   Depreciation and amortization
26,120

23,611

   Loss on sale of vessels

27,439

   Unrealized foreign currency exchange loss and other
727

9,366

   Equity income
(5,887
)
(9,498
)
   Ineffective portion on qualifying cash flow hedging instruments included in interest expense

1,398

Change in operating assets and liabilities
12,496

(11,589
)
Expenditures for dry docking
(5,668
)
(155
)
Net operating cash flow
56,020

37,685

 
 

 

FINANCING ACTIVITIES
 
 
Proceeds from issuance of long-term debt
61,424

3,364

Debt issuance costs
(585
)

Scheduled repayments of long-term debt
(25,290
)
(29,792
)
Prepayments of long-term debt
(18,704
)
(20,000
)
Scheduled repayments of capital lease obligations
(13,485
)
(6,681
)
Decrease in restricted cash
9,384

6,591

Cash distributions paid
(14,086
)
(11,364
)
Dividends paid to non-controlling interest
(658
)
(23
)
Other
(571
)

Net financing cash flow
(2,571
)
(57,905
)
 
 

 

INVESTING ACTIVITIES
 

 

Capital contributions to equity-accounted joint ventures
(77,786
)
(4,029
)
Return of capital from equity-accounted joint ventures
40,320


Receipts from direct financing leases
5,156

7,836

Proceeds from sale of vessel
20,580


Proceeds from sale-leaseback of vessels
220,825

179,434

Expenditures for vessels and equipment
(207,489
)
(151,357
)
Net investing cash flow
1,606

31,884

 
 

 

Increase in cash and cash equivalents
55,055

11,664

Cash and cash equivalents, beginning of the period
126,146

102,481

Cash and cash equivalents, end of the period
181,201

114,145



9

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Teekay LNG Partners L.P.
Appendix A - Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income
(in thousands of U.S. Dollars)
 
Three Months Ended
March 31,
2017
2016
(unaudited)
(unaudited)
Net income (loss) – GAAP basis
33,684

(34,963
)
Less: Net income attributable to non-controlling interests
(4,627
)
(2,175
)
Net income (loss) attributable to the partners and preferred unitholders
29,057

(37,138
)
Add (subtract) specific items affecting net income:
   

 

Unrealized foreign currency exchange (gains) losses (1)
(52
)
7,740

Unrealized (gains) losses on non-designated derivative instruments (2)
(5,452
)
32,076

Interest rate swaption agreements termination
(395
)

Ineffective portion on qualifying cash flow hedging instruments included in interest expense

1,398

Unrealized (gains) losses on non-designated and designated derivative instruments and other items from equity-accounted investees (3)
(2,297
)
4,138

Loss on sale of vessels (4)

27,439

Non-controlling interests’ share of items above (5)
232

(1,502
)
Total adjustments
(7,964
)
71,289

Adjusted net income attributable to the partners and preferred unitholders
21,093

34,151

(1)
Unrealized foreign exchange (gains) losses primarily relate to the Partnership’s revaluation of all foreign currency-denominated monetary assets and liabilities based on the prevailing exchange rate at the end of each reporting period and unrealized (gains) losses on the cross-currency swaps economically hedging the Partnership’s NOK bonds. This amount excludes the realized losses relating to the cross-currency swaps for the NOK bonds. See Note 4 to the Consolidated Statements of Income (Loss) included in this release for further details.
(2)
Reflects the unrealized (gains) losses due to changes in the mark-to-market value of derivative instruments that are not designated as hedges for accounting purposes. See Note 3 to the Consolidated Statements of Income (Loss) included in this release for further details.
(3)
Reflects the unrealized (gains) losses due to changes in the mark-to-market value of derivative instruments that are not designated as hedges for accounting purposes and any ineffectiveness for derivative instruments designated as hedges for accounting purposes within the Partnership’s equity-accounted investments. See Note 2 to the Consolidated Statements of Income (Loss) included in this release for further details.
(4)
See Note 1 to the Consolidated Statements of Income (Loss) included in this release for further details.
(5)
Items affecting net income include items from the Partnership’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 arrive at the non-controlling interests’ share of the amount. The amount identified as “non-controlling interests’ share of items listed above” in the table above is the cumulative amount of the non-controlling interests’ proportionate share of the other specific items affecting net income (loss) listed in the table.

10

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Teekay LNG Partners L.P.
Appendix B - Reconciliation of Non-GAAP Financial Measures
Distributable Cash Flow ( DCF )
(in thousands of U.S. Dollars, except units outstanding and per unit data)
 
Three Months Ended
March 31,
2017
2016
(unaudited)
(unaudited)
 
 
 

 

Net income (loss):
33,684

(34,963
)
Add:




Depreciation and amortization
26,120

23,611

Loss on sale of vessels

27,439

Partnership’s share of equity-accounted joint ventures' DCF net of estimated maintenance capital expenditures (1)
11,660

20,573

Direct finance lease payments received in excess of revenue recognized
5,227

4,866

Distributions relating to equity financing of newbuildings
1,707







Less:




Equity income
(5,887
)
(9,498
)
Estimated maintenance capital expenditures
(12,628
)
(11,976
)
Unrealized (gain) loss on non-designated derivative instruments
(5,452
)
32,076

Unrealized foreign currency exchange (gain) loss
(52
)
7,740

Ineffective portion on qualifying cash flow hedging instruments included in interest expense

1,398

Distributions relating to preferred units
(2,812
)

Deferred income tax and other non-cash items
(1,670
)
(1,372
)
Distributable Cash Flow before Non-controlling interest
49,897

59,894

Non-controlling interests’ share of DCF before estimated maintenance capital expenditures
(6,670
)
(5,490
)
Distributable Cash Flow
43,227

54,404

Amount of cash distributions attributable to the General Partner
(228
)
(227
)
Limited partners' Distributable Cash Flow
42,999

54,177

Weighted-average number of common units outstanding
79,590,153

79,557,872

Distributable Cash Flow per limited partner common unit
0.54

0.68


(1)
The estimated maintenance capital expenditures relating to the Partnership’s share of equity-accounted joint ventures were $7.7 million and $7.4 million for the three months ended March 31, 2017 and 2016, respectively.


11

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Teekay LNG Partners L.P.
Appendix C - Supplemental Segment Information
(in thousands of U.S. Dollars)
 
Three Months Ended March 31, 2017
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
88,947

12,233

101,180

Voyage expenses
(346
)
(1,091
)
(1,437
)
Vessel operating expenses
(18,665
)
(4,723
)
(23,388
)
Depreciation and amortization
(23,220
)
(2,900
)
(26,120
)
General and administrative expenses
(3,380
)
(777
)
(4,157
)
Income from vessel operations
43,336

2,742

46,078

 
 
 
 
 
Three Months Ended March 31, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
78,585

17,186

95,771

Voyage expenses
(117
)
(340
)
(457
)
Vessel operating expenses
(15,232
)
(6,621
)
(21,853
)
Depreciation and amortization
(18,685
)
(4,926
)
(23,611
)
General and administrative expenses
(4,362
)
(1,066
)
(5,428
)
Loss on sale of vessels

(27,439
)
(27,439
)
Income (loss) from vessel operations
40,189

(23,206
)
16,983




12

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Teekay LNG Partners L.P.
Appendix D - Reconciliation of Non-GAAP Financial Measures
Cash Flow from Vessel Operations from Consolidated Vessels
(in thousands of U.S. Dollars)
 
Three Months Ended March 31, 2017
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income from vessel operations ( See Appendix C )
43,336

2,742

46,078

Depreciation and amortization
23,220

2,900

26,120

Amortization of in-process contracts included in voyage revenues

(278
)
(278
)
Direct finance lease payments received in excess of revenue recognized
5,227


5,227

Realized gain on Toledo Spirit derivative contract

15

15

Cash flow from vessel operations from consolidated vessels
71,783

5,379

77,162

 
 
 
 
 
Three Months Ended March 31, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income (loss) from vessel operations ( See Appendix C )
40,189

(23,206
)
16,983

Depreciation and amortization
18,685

4,926

23,611

Loss on sale of vessels

27,439

27,439

Amortization of in-process contracts included in voyage revenues
(608
)
(278
)
(886
)
Direct finance lease payments received in excess of revenue recognized
4,866


4,866

Realized gain on Toledo Spirit derivative contract

630

630

Cash flow adjustment for two Suezmax tankers (1)

1,037

1,037

Cash flow from vessel operations from consolidated vessels
63,132

10,548

73,680


(1)
The Partnership’s charter contracts for two of its former Suezmax tankers, the Bermuda Spirit and Hamilton Spirit , were amended in 2012, which had the effect of reducing the daily charter rates by $12,000 per day for a duration of 24 months ended September 30, 2014. The cash effect of the change in hire rates was not fully reflected in the Partnership’s statements of income (loss) as the change in the lease payments was being recognized on a straight-line basis over the term of the lease. In addition, the charterer of these two Suezmax tankers exercised its purchase options on these two vessels as permitted under the charter contracts and the vessels were redelivered during the second quarter of 2016.



13

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Teekay LNG Partners L.P.
Appendix E - Reconciliation of Non-GAAP Financial Measures
Cash Flow from Vessel Operations from Equity-Accounted Vessels
(in thousands of U.S. Dollars)
 
Three Months Ended
 
March 31, 2017
March 31, 2016
 
(unaudited)
(unaudited)
 
At
Partnership's
At
Partnership's
100%
Portion (1)
100%
Portion (1)
Voyage revenues
115,043

51,255

133,957

60,793

Voyage expenses
(5,343
)
(2,734
)
(4,757
)
(2,380
)
Vessel operating expenses
(40,580
)
(18,788
)
(41,581
)
(19,367
)
Depreciation and amortization
(25,828
)
(12,909
)
(24,609
)
(12,311
)
Income from vessel operations of equity-accounted vessels
43,292

16,824

63,010

26,735

Other items, including interest expense and realized and unrealized gain (loss) on derivative instruments
(23,850
)
(10,937
)
(42,242
)
(17,237
)
Net income / equity income of equity-accounted vessels
19,442

5,887

20,768

9,498

 
 

 

 

 

Income from vessel operations of equity-accounted vessels
43,292

16,824

63,010

26,735

Depreciation and amortization
25,828

12,909

24,609

12,311

Direct finance lease payments received in excess of revenue recognized
9,426

3,421

8,786

3,186

Amortization of in-process revenue contracts
(2,144
)
(1,105
)
(2,899
)
(1,483
)
 
 
 
 
 
Cash flow from vessel operations from equity-accounted vessels
76,402

32,049

93,506

40,749

(1)
The Partnership's equity-accounted vessels for the three months ended March 31, 2017 and 2016 include: the Partnership’s 40 percent ownership interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s ownership interests of 49 percent and 50 percent, respectively, in the Excalibur and Excelsior joint ventures, which own one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent ownership interest in four LNG carriers servicing the Angola LNG project; the Partnership’s 52 percent ownership interest in Malt LNG Netherlands Holding B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 22 vessels, including three newbuildings, as at March 31, 2017 , compared to 23 vessels owned and in-chartered, including six newbuildings, as at March 31, 2016 ; the Partnership’s 30 percent ownership interest in two LNG carrier newbuildings and 20 percent ownership interest in two LNG carrier newbuildings for Shell; the Partnership’s 50 percent ownership interest in six ARC7 Ice-Class LNG carrier newbuildings in the joint venture between the Partnership and China LNG Shipping (Holdings) Limited; and the Partnership's 30 percent ownership interest in Bahrain LNG W.L.L., which owns an LNG receiving and regasification terminal under construction in Bahrain.


14

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Teekay LNG Partners L.P.
Appendix F - Summarized Financial Information of Equity-Accounted Joint Ventures
(in thousands of U.S. Dollars)

As at March 31, 2017
As at December 31, 2016

(unaudited)
(unaudited)

At
Partnership's
At
Partnership's
100%
Portion (1)
100%
Portion (1)
Cash and restricted cash, current and non-current
353,549

151,493

400,090

167,813

Other current assets
49,051

22,517

72,437

33,817

Vessels and equipment
2,213,241

1,139,927

2,174,467

1,121,293

Advances on newbuilding contracts
878,670

326,567

824,534

303,162

Net investments in direct financing leases, current and non-current
1,807,554

662,381

1,816,365

665,599

Other non-current assets
75,385

46,631

73,814

44,177

Total assets
5,377,450

2,349,516

5,361,707

2,335,861






Current portion of long-term debt and obligations under capital lease
144,832

66,285

209,814

99,994

Current portion of derivative liabilities
25,926

8,902

27,388

9,622

Other current liabilities
81,525

35,934

76,480

32,068

Long-term debt and obligations under capital lease
2,604,774

1,094,465

2,677,447

1,087,425

Shareholders' loans , current and non-current
707,584

303,260

545,028

272,514

Derivative liabilities
78,533

26,080

82,738

27,526

Other long-term liabilities
78,236

40,495

80,170

41,500

Equity
1,656,040

774,095

1,662,642

765,212

Total liabilities and equity
5,377,450

2,349,516

5,361,707

2,335,861






Investments in equity-accounted joint ventures

774,095


765,212

Advances to equity-accounted joint ventures

303,260


272,514

Investments in and advances to equity-accounted joint ventures

1,077,355


1,037,726


(1)
The Partnership's equity-accounted joint ventures as at March 31, 2017 and December 31, 2016 include: the Partnership’s 40 percent ownership interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s ownership interests of 49 percent and 50 percent, respectively, in the Excalibur and Excelsior joint ventures, which own one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent ownership interest in four LNG carriers servicing the Angola LNG project; the Partnership’s 52 percent ownership interest in Malt LNG Netherlands Holding B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 22 vessels, including three newbuildings, as at March 31, 2017 , compared to 23 vessels owned and in-chartered, including four newbuildings, as at December 31, 2016 ; the Partnership’s 30 percent ownership interest in two LNG carrier newbuildings and 20 percent ownership interest in two LNG carrier newbuildings for Shell; the Partnership’s 50 percent ownership interest in six ARC7 Ice-Class LNG carrier newbuildings in the joint venture between the Partnership and China LNG Shipping (Holdings) Limited; and the Partnership's 30 percent ownership interest in Bahrain LNG W.L.L., which owns an LNG receiving and regasification terminal under construction in Bahrain.



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Forward Looking Statements
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 statements regarding: the timing and cost of newbuilding vessel deliveries and the commencement of related contracts; the financing for Exmar LPG Joint Venture's mid-size LPG carrier newbuilding acquisition; the commencement of the charter contract for one of the MALT LNG Joint Venture vessels; the timing, amount and certainty of securing financing for the Partnership’s committed growth projects, including the expected completion of the sale-leaseback financing transaction for two of the Partnership’s 50 percent-owned ARC7 Ice-Class LNG carrier newbuildings for the Yamal LNG project; and the outcome of discussions with Awilco LNG. 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: potential shipyard and project construction delays, newbuilding specification changes or cost overruns; changes in production of LNG or LPG, either generally or in particular regions; changes in trading patterns or timing of start-up of new LNG liquefaction and regasification projects significantly affecting overall vessel tonnage requirements; 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 in the Teekay LNG fleet; the inability of charterers to make future charter payments; the inability of the Partnership to renew or replace long-term contracts on existing vessels; the Partnership’s and the Partnership’s joint ventures’ ability to secure financing for its existing newbuildings and projects; the inability of the Partnership to negotiate acceptable terms with Awilco LNG; and other factors discussed in Teekay LNG Partners’ filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2016. The Partnership expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership’s expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.


16
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