TGP Teekay Lng Partners LP

---

---

UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (note 2)

(in thousands of U.S. Dollars, except unit and per unit data)

	Three Months Ended March 31,
	2020			2019
	$			$
Voyage revenues (notes 6 and 10a)	139,887			149,744
Voyage expenses	(2,317	)		(5,775	)
Vessel operating expenses (note 10a)	(26,104	)		(26,101	)
Time-charter hire expenses (notes 5b and 10a)	(5,922	)		(5,591	)
Depreciation and amortization	(32,639	)		(34,126	)
General and administrative expenses (note 10a)	(6,167	)		(6,632	)
Write-down of vessels (note 15)	(45,000	)		—
Restructuring charges (note 14)	—			(2,158	)
Income from vessel operations	21,738			69,361
Equity income (notes 7 and 10a)	373			5,578
Interest expense	(36,704	)		(42,217	)
Interest income (note 7)	2,370			1,078
Realized and unrealized loss on non-designated derivative instruments (note 11)	(20,471	)		(6,617	)
Foreign currency exchange gain (loss) (notes 8 and 11)	4,739			(731	)
Other (expense) income	(361	)		251
Net (loss) income before income tax expense	(28,316	)		26,703
Income tax expense (note 9)	(2,512	)		(2,578	)
Net (loss) income	(30,828	)		24,125
Non-controlling interest in net income	2,166			2,508
Preferred unitholders' interest in net income	6,425			6,425
General partner's interest in net (loss) income	(789	)		304
Limited partners’ interest in net (loss) income	(38,630	)		14,888
Limited partners’ interest in net (loss) income per common unit (note 13):
• Basic	(0.50	)		0.19
• Diluted	(0.50	)		0.19
Weighted-average number of common units outstanding (note 13):
• Basic	77,071,647			78,598,678
• Diluted	77,071,647			78,680,661

---

TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (note 2)

(in thousands of U.S. Dollars)

	Three Months Ended March 31,
	2020			2019
	$			$
Net (loss) income	(30,828	)		24,125
Other comprehensive loss:
Other comprehensive loss before reclassifications
Unrealized loss on qualifying cash flow hedging instruments, net of tax	(57,553	)		(21,489	)
Amounts reclassified from accumulated other comprehensive loss, net of tax
To equity income:
Realized loss (gain) on qualifying cash flow hedging instruments	3,504			(500	)
To interest expense:
Realized loss (gain) on qualifying cash flow hedging instruments (note 11)	152			(251	)
Other comprehensive loss	(53,897	)		(22,240	)
Comprehensive (loss) income	(84,725	)		1,885
Non-controlling interest in comprehensive (loss) income	(586	)		1,658
Preferred unitholders' interest in comprehensive income	6,425			6,425
General and limited partners' interest in comprehensive loss	(90,564	)		(6,198	)

---

TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS (note 2)

(in thousands of U.S. Dollars)

	As at March 31, 2020			As at December 31, 2019
	$			$
ASSETS
Current
Cash and cash equivalents	312,710			160,221
Restricted cash – current (note 16)	37,032			53,689
Accounts receivable, including non-trade of $5,533 (2019 – $10,688)	10,592			13,460
Prepaid expenses	7,780			6,796
Current portion of derivative assets (note 11)	—			355
Current portion of net investments in direct financing and sales-type leases (note 6)	13,740			273,986
Advances to affiliates (note 10b)	5,474			5,143
Other current assets	237			238
Total current assets	387,565			513,888
Restricted cash – long-term (note 16)	76,496			39,381
Vessels and equipment
At cost, less accumulated depreciation of $693,794 (2019 – $711,758)	1,272,433			1,335,397
Vessels related to finance leases, at cost, less accumulated depreciation of $121,707 (2019 – $109,853) (note 5a)	1,686,634			1,691,945
Operating lease right-of-use assets (note 5b)	30,882			34,157
Total vessels and equipment	2,989,949			3,061,499
Investments in and advances to equity-accounted joint ventures (note 7)	1,065,389			1,155,316
Net investments in direct financing and sales-type leases (note 6)	529,943			544,823
Other assets	16,169			14,738
Derivative assets (note 11)	—			1,834
Intangible assets – net	41,152			43,366
Goodwill	34,841			34,841
Total assets	5,141,504			5,409,686
LIABILITIES AND EQUITY
Current
Accounts payable	1,633			5,094
Accrued liabilities (notes 11 and 14)	76,796			76,752
Unearned revenue (note 6)	25,832			28,759
Current portion of long-term debt (note 8)	328,384			393,065
Current obligations related to finance leases (note 5a)	70,455			69,982
Current portion of operating lease liabilities (note 5b)	13,524			13,407
Current portion of derivative liabilities (note 11)	66,852			38,458
Advances from affiliates (note 10b)	8,372			7,003
Total current liabilities	591,848			632,520
Long-term debt (note 8)	1,356,766			1,438,331
Long-term obligations related to finance leases (note 5a)	1,323,069			1,340,922
Long-term operating lease liabilities (note 5b)	17,357			20,750
Derivative liabilities (note 11)	96,453			51,006
Other long-term liabilities (note 12b)	53,460			49,182
Total liabilities	3,438,953			3,532,711
Commitments and contingencies (notes 5, 8, 11 and 12)
Equity
Limited partners - common units (Unlimited units authorized; 76.2 million units and 77.5 million units issued and outstanding at March 31, 2020 and December 31, 2019, respectively)	1,425,960			1,543,598
Limited partners - preferred units (11.9 million units authorized; 11.8 million units issued and outstanding at March 31, 2020 and December 31, 2019)	285,159			285,159
General partner	47,839			50,241
Accumulated other comprehensive loss	(108,457	)		(57,312	)
Partners' equity	1,650,501			1,821,686
Non-controlling interest	52,050			55,289
Total equity	1,702,551			1,876,975
Total liabilities and total equity	5,141,504			5,409,686

---

TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (note 2)

(in thousands of U.S. Dollars)

	Three Months Ended March 31,
	2020			2019
	$			$
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
Net (loss) income	(30,828	)		24,125
Non-cash and non-operating items:
Unrealized loss on non-designated derivative instruments (note 11)	17,319			4,232
Depreciation and amortization	32,639			34,126
Write-down of vessels (note 15)	45,000			—
Unrealized foreign currency exchange gain	(6,931	)		(1,767	)
Equity income, net of dividends received $6,500 (2019 – $7,008)	6,127			1,430
Amortization of deferred financing issuance costs included in interest expense	1,534			3,731
Other non-cash items	1,487			6,223
Change in non-cash operating assets and liabilities	(495	)		(17,596	)
Receipts from direct financing and sales-type leases	264,072			3,025
Expenditures for dry docking	(1,191	)		(4,279	)
Net operating cash flow	328,733			53,250
Proceeds from issuance of long-term debt	384,149			108,551
Scheduled repayments of long-term debt	(27,785	)		(29,476	)
Prepayments of long-term debt	(445,047	)		(140,787	)
Financing issuance costs	(2,601	)		(903	)
Proceeds from financing related to sales and leaseback of vessels	—			158,680
Scheduled repayments of obligations related to finance leases	(17,380	)		(17,664	)
Repurchase of common units (note 13)	(15,635	)		(9,497	)
Cash distributions paid	(21,438	)		(17,646	)
Acquisition of non-controlling interest in certain of the Partnership's subsidiaries (note 10d)	(2,219	)		—
Dividends paid to non-controlling interest	—			(20	)
Net financing cash flow	(147,956	)		51,238
Expenditures for vessels and equipment	(7,830	)		(123,884	)
Capital contributions and advances to equity-accounted joint ventures	—			(2,864	)
Net investing cash flow	(7,830	)		(126,748	)
Increase (decrease) in cash, cash equivalents and restricted cash	172,947			(22,260	)
Cash, cash equivalents and restricted cash, beginning of the period	253,291			222,864
Cash, cash equivalents and restricted cash, end of the period	426,238			200,604

---

TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY (note 2)

(in thousands of U.S. Dollars and units)

	TOTAL EQUITY
	Partners’ Equity
	Limited Partners
	Common Units			Common Units			Preferred Units			Preferred Units			General Partner			Accumulated Other Comprehensive Loss			Non- controlling Interest			Total
	#			$			#			$			$			$			$			$
Balance as at December 31, 2019	77,510			1,543,598			11,800			285,159			50,241			(57,312	)		55,289			1,876,975
Net (loss) income	—			(38,630	)		—			6,425			(789	)		—			2,166			(30,828	)
Other comprehensive loss	—			—			—			—			—			(51,145	)		(2,752	)		(53,897	)
Distributions declared:
Common units ($0.19 per unit)	—			(14,713	)		—			—			(300	)		—			—			(15,013	)
Preferred units Series A ($0.5625 per unit)	—			—			—			(2,812	)		—			—			—			(2,812	)
Preferred units Series B ($0.5313 per unit)	—			—			—			(3,613	)		—			—			—			(3,613	)
Change in accounting policy (note 2)	—			(49,810	)		—			—			(1,016	)		—			(2,474	)		(53,300	)
Equity-based compensation	35			208			—			—			4			—			—			212
Other (note 10d)	—			629			—			—			12			—			(179	)		462
Repurchase of common units (note 13)	(1,373	)		(15,322	)		—			—			(313	)		—			—			(15,635	)
Balance as at March 31, 2020	76,172			1,425,960			11,800			285,159			47,839			(108,457	)		52,050			1,702,551

	TOTAL EQUITY
	Partners’ Equity
	Limited Partners
	Common Units			Common Units			Preferred Units			Preferred Units			General Partner			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total
	#			$			#			$			$			$			$			$
Balance as at December 31, 2018	79,361			1,496,107			11,800			285,159			49,271			2,717			49,343			1,882,597
Net income	—			14,888			—			6,425			304			—			2,508			24,125
Other comprehensive loss	—			—			—			—			—			(21,390	)		(850	)		(22,240	)
Distributions declared:
Common units ($0.14 per unit)	—			(10,997	)		—			—			(224	)		—			—			(11,221	)
Preferred units Series A ($0.5625 per unit)	—			—			—			(2,812	)		—			—			—			(2,812	)
Preferred units Series B ($0.5313 per unit)	—			—			—			(3,613	)		—			—			—			(3,613	)
Dividends paid to non-controlling interest	—			—			—			—			—			—			(20	)		(20	)
Change in accounting policy	—			1,777			—			—			37			(4,831	)		—			(3,017	)
Equity-based compensation, net of nominal withholding tax	81			810			—			—			17			—			—			827
Repurchase of common units (note 13)	(815	)		(9,307	)		—			—			(190	)		—			—			(9,497	)
Balance as at March 31, 2019	78,627			1,493,278			11,800			285,159			49,215			(23,504	)		50,981			1,855,129

---

1.	Basis of Presentation

2.	Accounting Pronouncements

3.	Financial Instruments

---

(i)	The advances to equity-accounted joint ventures together with the Partnership’s equity investments in the joint ventures form the net aggregate carrying value of the Partnership’s interests in the joint ventures in these consolidated financial statements. The fair values of the individual components of such aggregate interests are not determinable.

		Amortized Cost Basis by Origination Year
		Credit Quality Grade (1)		2018			2016			Prior to 2016			Total (2)(3)
As at March 31, 2020				$			$			$			$
Direct financing and sales-type leases
Tangguh Hiri and Tangguh Sago		Performing		—			—			341,181			341,181
Bahrain Spirit		Performing		213,557			—			—			213,557
				213,557			—			341,181			554,738
Loans to equity-accounted joint ventures
Exmar LPG Joint Venture		Performing		—			—			52,266			52,266
Bahrain LNG Joint Venture		Performing		—			73,375			—			73,375
				—			73,375			52,266			125,641
				213,557			73,375			393,447			680,379

---

(1)

The Partnership's credit quality grades are based on internal risk credit ratings whereby a credit quality grade of performing is consistent with a low likelihood of loss. The Partnership assesses the credit quality of its direct financing and sales-type leases and loan to the Exmar LPG Joint Venture on whether there are no past due payments, no concessions granted to the counterparties and whether the Partnership is aware of any other information that would indicate that there is a material increase of likelihood of loss. The same policy is applied by the equity-accounted joint ventures. As at March 31, 2020, all direct financing and sales-type leases held by the Partnership’s equity-accounted joint ventures had a credit quality grade of performing. The Partnership assesses the credit quality of its loan to the Bahrain LNG Joint Venture based on whether there are any past due payments from the Bahrain LNG Joint Venture’s primary customer, whether the Bahrain LNG Joint Venture has granted any concessions to its primary customer and whether the Partnership is aware of any other information that would indicate that there is a material increase of likelihood of loss.

(2)	The Partnership considers a financial asset to be past due when payment is not made with 30 days of it being owed, assuming there is no dispute or other uncertainty regarding the amount owing. As at and for the three months ended March 31, 2020, none of the Partnership's direct financing and sales-type leases and loans to equity-accounted joint ventures were past due.

(3)

The Partnership discontinues accrual of interest if collection of required payments is no longer probable, and in those situations recognizes payments received on non-accrual assets on a cash basis method, until collection of required payments becomes probable. As at and for the three months ended March 31, 2020, none of the Partnership's direct financing and sales-type leases and loans to equity-accounted joint ventures were on non-accrual status.

	Direct financing and sales-type leases (1) $			Direct financing and sales-type leases and other within equity-accounted joint ventures (1) $			Loans to equity-accounted joint ventures (2) $			Guarantees of debt (3) $			Total $
As at January 1, 2020	11,155			36,292			3,714			2,139			53,300
Provision for expected credit losses	(100	)		8,980			—			—			8,880
As at March 31, 2020	11,055			45,272			3,714			2,139			62,180

(1)

The credit loss provision related to the lease receivable component of the net investment in direct financing and sales-type leases is based on an internal historical loss rate, as adjusted when asset specific risk characteristics of the existing lease receivables at the reporting date are not consistent with those used to measure the internal historical loss rate and as further adjusted when management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. As at January 1, 2020 and March 31, 2020, the internal historical loss rate was adjusted downwards on two LNG projects to reflect that the counterparties had investment grade credit ratings. In addition, the internal historical loss rate was adjusted upwards for one LNG project to reflect a lower credit rating for the counterparty, including consideration of the critical infrastructure nature of assets, and a second LNG project to reflect a larger risk of loss given default as the vessels servicing this project have fewer opportunities for redeployment compared to the Partnership’s other LNG carriers. The credit loss provision for the residual value component is based on a reversion like methodology whereby the current estimated fair value of the vessel as depreciated to the end of the charter contract as compared to the expected carrying value, with such potential gain or loss on maturity being included in the credit loss provision in increasing magnitude on a straight-line basis the closer the contract is to its maturity. Risks related to the net investments in direct financing and sales-type leases consist of risks related to the underlying LNG projects and demand for LNG carriers at the end of the contracts. The provision for expected credit loss as at January 1, 2020 and March 31, 2020 has been developed in part based on the Partnership's understanding that LNG production is critical infrastructure. In addition, the provision for expected credit loss as at March 31, 2020, within the Partnership's equity-accounted joint ventures reflects the commencement of the sales-type lease for the Bahrain regasification terminal and associated FSU in January 2020. The credit loss provision of $9.0 million for the three months ended March 31, 2020 relating to the direct financing and sales-type leases and other within the Partnership's equity-accounted joint ventures are included in equity income. The credit loss provision recorded for the Partnership's direct financing and sale-type leases of $0.1 million for the three months ended March 31, 2020 are included in other (expense) income.

(2)

The determination of the credit loss provision for such loans is based an internal historical loss rate of the Partnership and its affiliates, as adjusted when asset specific risk characteristics of the existing loans at the reporting date are not consistent with those used to measure the internal historical loss rate and as further adjusted when management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. These two loans rank behind secured debt in each equity-accounted joint venture. As such, they are similar to equity in terms of risk. The Exmar LPG Joint Venture owns and charters-in LPG carriers with a primary focus on mid-size gas carriers. Their vessels are trading on the spot market or short-term charters. Adverse changes in the spot market for mid-size LPG carriers, as well as operating costs for such vessels, may impact the ability of the Exmar LPG Joint Venture to repay its loan to the Partnership. The Bahrain LNG Joint Venture owns an LNG receiving

---

(3)

The determination of the credit loss provision for such guarantees was based on a probability of default and loss given default methodology. The overall estimated loss from default as a percentage of the outstanding guaranteed share of secured loan facilities and finance leases considers current and future operational performance of the vessels securing the loan facilities and finance leases and current and future expectations of the proceeds that could be received from sale of the vessels securing the loan facilities and finance leases in comparison to the outstanding principal amount if the Partnership was called on its guarantees. See Note 7c relating to the guarantees the Partnership provides for its equity-accounted joint ventures.

4.	Segment Reporting

		Three Months Ended March 31,
		2020
		Liquefied Natural Gas Segment $			Liquefied Petroleum Gas Segment $			Conventional Tanker Segment $			Total $
Voyage revenues		132,570			7,317			—			139,887
Voyage expenses		(1,029	)		(1,288	)		—			(2,317	)
Vessel operating expenses		(22,092	)		(4,012	)		—			(26,104	)
Time-charter hire expense		(5,922	)		—			—			(5,922	)
Depreciation and amortization		(30,592	)		(2,047	)		—			(32,639	)
General and administrative expenses(i)		(5,753	)		(414	)		—			(6,167	)
Write-down of vessels		—			(45,000	)		—			(45,000	)
Income (loss) from vessel operations		67,182			(45,444	)		—			21,738
Equity income		182			191			—			373

		Three Months Ended March 31,
		2019
		Liquefied Natural Gas Segment $			Liquefied Petroleum Gas Segment $			Conventional Tanker Segment $			Total $
Voyage revenues		137,822			9,160			2,762			149,744
Voyage (expenses) recoveries		(1,238	)		(4,670	)		133			(5,775	)
Vessel operating expenses		(20,555	)		(4,352	)		(1,194	)		(26,101	)
Time-charter hire expense		(5,591	)		—			—			(5,591	)
Depreciation and amortization		(31,686	)		(1,921	)		(519	)		(34,126	)
General and administrative expenses(i)		(5,963	)		(563	)		(106	)		(6,632	)
Restructuring charges		—			—			(2,158	)		(2,158	)
Income (loss) from vessel operations		72,789			(2,346	)		(1,082	)		69,361
Equity income (loss)		7,493			(1,915	)		—			5,578

(i)	Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

---

5.	Chartered-in Vessels

a) Obligations related to Finance Leases

		March 31, 2020 $			December 31, 2019 $
Total obligations related to finance leases		1,393,524			1,410,904
Less current portion		(70,455	)		(69,982	)
Long-term obligations related to finance leases		1,323,069			1,340,922

		Commitments as at
Year		March 31, 2020
Remainder of 2020		$	105,096
2021		$	138,601
2022		$	136,959
2023		$	135,459
2024		$	132,011
Thereafter		$	1,198,366

6.	Revenue

---

Revenue Table

The following tables contain the Partnership’s total revenue for the three months ended March 31, 2020 and 2019, by contract type and by segment.

	Three Months Ended March 31, 2020
	Liquefied Natural Gas Segment $			Liquefied  Petroleum Gas Segment $			Conventional Tanker Segment $			Total $
Time charters	130,545			—			—			130,545
Voyage charters	—			7,317			—			7,317
Management fees and other income	2,025			—			—			2,025
	132,570			7,317			—			139,887

	Three Months Ended March 31, 2019
	Liquefied Natural Gas Segment $			Liquefied  Petroleum Gas Segment $			Conventional Tanker Segment $			Total $
Time charters	130,775			—			2,762			133,537
Voyage charters	—			9,160			—			9,160
Bareboat charters	6,062			—			—			6,062
Management fees and other income	985			—			—			985
	137,822			9,160			2,762			149,744

	Three Months Ended March 31,
	2020			2019
	$			$
Lease revenue
Lease revenue from lease payments of operating leases	119,599			129,760
Interest income on lease receivables	12,666			12,794
Variable lease payments - cost reimbursements(1)	1,057			680
	133,322			143,234
Non-lease revenue
Non-lease revenue - related to sales-type or direct financing leases	4,540			5,525
Management fees and other income	2,025			985
	6,565			6,510
Total	139,887			149,744

(1)	Reimbursements for vessel operating expenditures and dry-docking expenditures received from the Partnership's customers relating to such costs incurred by the Partnership to operate the vessel for the customer pursuant to charters accounted for as operating leases.

---

---

---

			Three Months Ended March 31,
			2020			2019
			$			$
Current			(2,512	)		(2,432	)
Deferred			—			(146	)
Income tax expense			(2,512	)		(2,578	)

		Three Months Ended March 31,
		2020			2019
		$			$
Voyage revenues (i)		8,977			8,561
Vessel operating expenses (i)(ii)		(1,396	)		(2,815	)
Time-charter hire expenses (iii)		(5,922	)		(5,591	)
General and administrative expenses (iv)		(3,798	)		(4,154	)
Equity income (vi)		603			204

(i)

In September 2018, the Partnership’s FSU, the Bahrain Spirit, commenced its 21-year charter contract with the Bahrain LNG Joint Venture. Voyage revenues from the charter of Bahrain Spirit to the Bahrain LNG Joint Venture for the three months ended March 31, 2020 and 2019 amounted to $6.9 million and $7.6 million, respectively. In addition, the Partnership has an operation and maintenance contract with the Bahrain LNG Joint Venture and had an operating and maintenance subcontract with Teekay Marine Solutions (Bermuda) Ltd. (or TMS), an entity wholly-owned by Teekay Tankers Ltd., which is controlled by Teekay Corporation, relating to the LNG regasification terminal in Bahrain. The contract with TMS was terminated in August 2019 and such services are currently managed by the Partnership. The subcontractor fees from TMS for the three months ended March 31, 2019 of $1.0 million are included in vessel operating expenses in the Partnership's consolidated statements of (loss) income. Fees received in relation to the operation and maintenance contract from the Bahrain LNG Joint Venture for the three months ended March 31, 2020 and 2019, were $2.1 million and $1.0 million, respectively, and are included in voyage revenues in the Partnership's consolidated statements of (loss) income.

(ii)

The Partnership and certain of its operating subsidiaries have entered into service agreements with certain subsidiaries of Teekay Corporation pursuant to which the Teekay Corporation subsidiaries provide to the Partnership and its subsidiaries crew training and technical management services. In addition, as part of the Partnership's acquisition of its ownership interest in the Pan Union Joint Venture in 2014, the Partnership entered into an agreement with a subsidiary of Teekay Corporation whereby Teekay Corporation's subsidiary provided, on behalf of the Partnership, shipbuilding supervision and crew training services for four LNG carrier newbuildings in the Pan Union Joint Venture, up to their delivery dates from 2017 to 2019. All costs incurred by these Teekay Corporation subsidiaries related to these services are charged to the Partnership and recorded as part of vessel operating expenses.

(iii)	Commencing in September 2018, the Partnership entered into an agreement with the MALT Joint Venture to charter in one of the MALT Joint Venture's LNG carriers, the Magellan Spirit (see Note 5b). The time-charter hire expenses charged for the three months ended March 31, 2020 and 2019, were $5.9 million and $5.6 million, respectively.

(iv)	Includes administrative, advisory, business development, commercial and strategic consulting services charged by Teekay Corporation and reimbursements to Teekay Corporation and the Partnership's General Partner for costs incurred on the Partnership's behalf for the conduct of the Partnership's business.

---

(v)	During the three months ended March 31, 2020 and 2019, the Partnership charged fees of $0.6 million and $0.2 million, respectively, to the Yamal LNG Joint Venture relating to the successful bid process for the construction and chartering of six ARC7 LNG carriers. The fees are reflected in equity income in the Partnership’s consolidated statements of (loss) income.

					Floating Rate Receivable
Principal Amount NOK (in thousands)			Principal Amount $		Reference Rate		Margin			Fixed Rate Payable			Fair Value / Carrying Amount of Asset (Liability) $			Weighted- Average Remaining Term (Years)
1,000,000			134,000		NIBOR		3.70	%		5.92	%		(37,785	)		0.1
1,200,000			146,500		NIBOR		6.00	%		7.72	%		(30,806	)		1.6
850,000			102,000		NIBOR		4.60	%		7.89	%		(23,562	)		3.4
													(92,153	)

---

(i)	Excludes the margins the Partnership pays on its floating-rate term loans, which, at March 31, 2020, ranged from 0.30% to 3.25%.

(ii)	Principal amount reduces semi-annually.

(iii)	These interest rate swaps are subject to mandatory early termination in 2020, 2021 and 2024 whereby the swaps will be settled based on their fair value at that time.

(iv)	Principal amount reduces quarterly.

---

		Three Months Ended March 31,
		2020									2019
		Realized gains (losses)			Unrealized gains (losses)			Total			Realized gains (losses)			Unrealized gains (losses)			Total
		$			$			$			$			$			$
Interest rate swap agreements		(2,911	)		(17,521	)		(20,432	)		(2,385	)		(4,192	)		(6,577	)
Foreign currency forward contracts		(241	)		202			(39	)		—			—			—
Toledo Spirit time-charter derivative		—			—			—			—			(40	)		(40	)
		(3,152	)		(17,319	)		(20,471	)		(2,385	)		(4,232	)		(6,617	)

		Three Months Ended March 31,
		2020									2019
		Realized gains (losses)			Unrealized gains (losses)			Total			Realized gains (losses)			Unrealized gains (losses)			Total
		$			$			$			$			$			$
Cross currency swap agreements		(1,817	)		(49,540	)		(51,357	)		(1,434	)		(1,920	)		(3,354	)

---

	Total $		Remainder of 2020 $		2021 $		2022 $
Certain consolidated LNG carriers (i)	43,091		5,764		22,169		15,158
Bahrain LNG Joint Venture (ii)	11,351		11,351		—		—
	54,442		17,115		22,169		15,158

(i)	In June 2019, the Partnership entered into an agreement with a contractor to supply equipment on certain of the Partnership's LNG carriers in 2021 and 2022, for an estimated installed cost of $60.6 million. As at March 31, 2020, the estimated remaining cost of this installation was $43.1 million.

(ii)

The Partnership has a 30% ownership interest in the Bahrain LNG Joint Venture which has an LNG receiving and regasification terminal in Bahrain. As at March 31, 2020, the Partnership's proportionate share of the estimated remaining cost of $11.4 million relates to the final construction installment on the LNG terminal. The Bahrain LNG Joint Venture has remaining debt financing of $24 million, which is undrawn, of which $7 million relates to the Partnership's proportionate share of the construction commitments included in the table above.

---

14.	Restructuring Charges

---

---

---

---

•	a decrease of $45.0 million due to a write-down of six multi-gas carriers during the first quarter of 2020;

•	a decrease of $5.9 million due to higher performance claims on certain of our LNG carriers and lower rates earned on the redeployment of the Magellan Spirit in May 2019; and

•	a decrease of $5.7 million due to the sales of the Toledo Spirit, Alexander Spirit, WilPride, and WilForce between January 2019 and January 2020;

•	an increase of $4.5 million due to the Galicia Spirit’s scheduled dry dock for 37 days, the Madrid Spirit being off-hire for 20 days and 51 combined off-hire days for the seven multi-gas carriers during the first quarter of 2019; and

•	an increase of $4.5 million due to the delivery of the Yamal Spirit in January 2019, higher charter rates earned for the certain of the Partnership's vessels during the first quarter of 2020 and restructuring expense incurred during the first quarter of 2019 upon the sale of the Toledo Spirit.

---

(in thousands of U.S. Dollars, except revenue days, calendar-ship-days and percentages)	Three Months Ended March 31,				% Change
	2020		2019
Voyage revenues	132,570		137,822		(3.8	)
Voyage expenses	(1,029	)	(1,238	)	(16.9	)
Net voyage revenues	131,541		136,584		(3.7	)
Vessel operating expenses	(22,092	)	(20,555	)	7.5
Time-charter hire expense	(5,922	)	(5,591	)	5.9
Depreciation and amortization	(30,592	)	(31,686	)	(3.5	)
General and administrative expenses(1)	(5,753	)	(5,963	)	(3.5	)
Income from vessel operations	67,182		72,789		(7.7	)
Equity income	182		7,493		(97.6	)
Operating Data:
Revenue Days (A)	2,097		2,152		(2.6	)
Calendar-Ship-Days (B)	2,103		2,220		(5.3	)
Utilization (A)/(B)	99.7	%	96.9	%

(1)	Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of resources).

•	a decrease of $6.1 million for the three months ended March 31, 2020 due to the sale of WilForce and WilPride LNG carriers;

•	a decrease of $3.8 million for the three months ended March 31, 2020 due to higher performance claims on certain of the Partnership's LNG vessels; and

•	a decrease of $1.8 million for the three months ended March 31, 2020 due to lower rates earned on the redeployment of the Magellan Spirit in May 2019;

•	an increase of $4.1 million for the three months ended March 31, 2020 due to the Galicia Spirit's scheduled dry dock for 37 days and the Madrid Spirit being off-hire for 20 days for unscheduled repairs during the first quarter of 2019; and

•	an increase of $3.4 million for the three months ended March 31, 2020 due to the delivery of the Yamal Spirit in January 2019 and higher fees received in relation to the operation and maintenance contract from the Bahrain LNG Joint Venture due to the completion of the mechanical construction and commissioning of the LNG terminal in Bahrain (offset in vessel operating expenses).

---

(in thousands of U.S. Dollars except number of vessels)	Angola LNG Carriers		Bahrain LNG Joint Venture		Exmar LNG Carriers		MALT LNG Carriers		Pan Union LNG Carriers		RasGas III LNG Carriers		Yamal LNG Carriers		Total Equity    Income(1)
Ownership Percentage	33%		30%		50%		52%		20-30%		40%		50%
Three months ended March 31, 2020	(479	)	(28,542	)	796		5,449		3,603		3,310		16,045		182
Three months ended March 31, 2019	734		(5,461	)	729		764		2,647		2,450		5,630		7,493
Difference	(1,213	)	(23,081	)	67		4,685		956		860		10,415		(7,311	)
Number of vessels as at March 31, 2020	4		—		1		6		4		4		6		25

---

(in thousands of U.S. Dollars, except revenue days, calendar-ship-days and percentages)	Three Months Ended March 31,				% Change
	2020		2019
Voyage revenues	7,317		9,160		(20.1	)
Voyage expenses	(1,288	)	(4,670	)	(72.4	)
Net voyage revenues	6,029		4,490		34.3
Vessel operating expenses	(4,012	)	(4,352	)	(7.8	)
Depreciation and amortization	(2,047	)	(1,921	)	6.6
General and administrative expenses(1)	(414	)	(563	)	(26.5	)
Write-down of vessels	(45,000	)	—		100.0
Loss from vessel operations	(45,444	)	(2,346	)	1,837.1
Equity income (loss)	191		(1,915	)	110.0
Operating Data:
Revenue Days (A)	637		578		10.2
Calendar-Ship-Days (B)	637		630		1.1
Utilization (A)/(B)	100.0	%	91.7	%

(1)	Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of resources).

---

(in thousands of U.S. Dollars, except revenue days, calendar-ship-days and percentages)	Three Months Ended March 31,				% Change
	2020		2019
Voyage revenues	—		2,762		(100.0	)
Voyage expenses	—		133		(100.0	)
Net voyage revenues	—		2,895		(100.0	)
Vessel operating expenses	—		(1,194	)	(100.0	)
Depreciation and amortization	—		(519	)	(100.0	)
General and administrative expenses(1)	—		(106	)	(100.0	)
Restructuring charges	—		(2,158	)	(100.0	)
Loss from vessel operations	—		(1,082	)	(100.0	)
Operating Data:
Revenue Days (A)	—		113		(100.0	)
Calendar-Ship-Days (B)	—		113		(100.0	)
Utilization (A)/(B)	—	%	100.0	%

(1)	Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

•	a decrease of $2.3 million for the three months ended March 31, 2020 as the proceeds from the sale of the WilForce and WilPride were used to the repay our term loans that were collateralized by these vessels;

•	a decrease of $2.0 million for the three months ended March 31, 2020 relating to the extinguishment of debt issuance costs upon completion of the debt refinancing on the Sean Spirit in January 2019; and

•	a decrease of $0.9 million for the three months ended March 31, 2020 due to lower LIBOR and principal repayments.

---

---

(in thousands of U.S. Dollars)	Three Months Ended March 31,
	2020		2019
Net cash flow from operating activities	328,733		53,250
Net cash flow (used for) from financing activities	(147,956	)	51,238
Net cash flow used for investing activities	(7,830	)	(126,748	)

---

Contractual Obligations and Contingencies

The following table summarizes our contractual obligations as at March 31, 2020:

		Total			Remainder of 2020			2021			2022			2023			2024			Beyond 2024
		(in millions of U.S. Dollars)
U.S. Dollar-Denominated Obligations:
Long-term debt:(1)
Scheduled repayments		532.1			82.9			95.7			84.2			55.3			52.2			161.8
Repayments at maturity		711.7			0.4			180.2			245.0			—			22.0			264.1
Commitments related to finance leases(2)		1,846.6			105.1			138.6			137.0			135.5			132.0			1,198.4
Commitments related to operating leases(3)		267.7			35.8			47.6			34.9			23.9			23.9			101.6
Equipment and other construction contract costs(4)		54.4			17.1			22.2			15.1			—			—			—
Total U.S. Dollar-denominated obligations		3,412.5			241.3			484.3			516.2			214.7			230.1			1,725.9
Euro-Denominated Obligations(5)
Long-term debt(1)		160.3			22.3			25.9			27.2			57.4			27.5			—
Total Euro-denominated obligations		160.3			22.3			25.9			27.2			57.4			27.5			—
Norwegian Krone-Denominated Obligations(5)
Long-term debt(1)		293.2			96.1			115.4			—			81.7			—			—
Total Norwegian Krone-denominated obligations		293.2			96.1			115.4			—			81.7			—			—
Totals		3,866.0			359.7			625.6			543.4			353.8			257.6			1,725.9

(1)

Our interest-bearing obligations include bonds, commercial bank debt and obligations related to finance leases. Please read “Item 1 - Financial Statements: Note 5a - Chartered-in Vessels" and “Item 1 - Financial Statements: Note 8 - Long-Term Debt” for the terms upon which future interest payments are determined as well as “Item 1 - Financial Statements: Note 11 - Derivative Instruments and Hedging Activities" for a summary of the terms of our derivative instruments which hedge certain of our floating rate interest-bearing obligations.

(2)	Includes, in addition to lease payments, amounts we are required to pay to purchase the leased assets at the end of their respective lease terms.

(3)	We have corresponding leases whereby we are the lessor and expect to receive approximately $191.3 million under these leases from the remainder of 2020 to 2029.

(4)

The Bahrain LNG Joint Venture, in which we have a 30% ownership interest, has an LNG receiving and regasification terminal in Bahrain. The Bahrain LNG Joint Venture completed the mechanical construction and commissioning of the Bahrain terminal in late-2019 and began receiving terminal use payments in early-2020 under its 20-year agreement with NOGA. As at March 31, 2020, our 30% share of the estimated remaining costs included in the table above is $11.4 million, of which the Bahrain LNG Joint Venture has secured undrawn debt financing of $7 million related to our proportionate share.

(5)	Euro-denominated and NOK-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rates as of March 31, 2020.

---

---

•	the expected scope, duration and effects of the novel coronavirus pandemic;

•	our expectations regarding the effects of the COVID-19 pandemic on our industry and business, including our liquidity;

•	the expected timing and completion of dry docking activities;

•	the future resumption of an LNG plant in Yemen operated by YLNG and payment of deferred amounts for our two 52%-owned vessels on charter to YLNG;

•	our liquidity needs, including our anticipated funds and sources of financing for liquidity and working capital needs and the sufficiency of cash flows, and our estimation that we will have sufficient liquidity for at least a one-year period;

•	the expected commencement of certain charter contracts;

•	the expected dissolution of the pool in which our seven wholly-owned multi-gas vessels are being managed;

•	the expected timing and cost relating to the additional equipment to be installed for certain of our LNG carriers;

•	expected exposure to interest rate volatility; and

•	expected interest payments.

---

TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES

MARCH 31, 2020

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

None

Item 1A – Risk Factors

In addition to the other information set forth in this Report on Form 6-K, you should carefully consider the risk factors discussed in Part I, “Item 3. Key Information-Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, which could materially affect our business, financial condition or results of operations.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth repurchases of our common units during the three months ended March 31, 2020:

Period	Total number of Units purchased		Average price paid per Unit			Total number of Units purchased as part of publicly announced plans or program(1)		Maximum number (or approximate dollar value) of Units that may yet be purchased under the plans or programs
January 1 - March 31	1,373,066			$11.16		1,373,066			$55,753,665

•	REGISTRATION STATEMENT ON FORM S-8 (NO.333-124647) FILED WITH THE SEC ON MAY 5, 2005

•	REGISTRATION STATEMENT ON FORM F-3 (NO.333-190783) FILED WITH THE SEC ON AUGUST 22, 2013

•	REGISTRATION STATEMENT ON FORM F-3 (NO.333-220967) FILED WITH THE SEC ON OCTOBER 16, 2017

•	REGISTRATION STATEMENT ON FORM F-3 (NO.333-225584) FILED WITH THE SEC ON JUNE 12, 2018

---

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 29, 2020				By:	/s/ Anne Liversedge
				Anne Liversedge
				Secretary

36