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: November 9, 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 November 9, 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: November 9, 2017
By:
 
/s/ Edith Robinson
 
 
 
Edith Robinson
Secretary



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NEWSRELEASEA08.JPG

TEEKAY LNG PARTNERS REPORTS
THIRD QUARTER 2017 RESULTS

Highlights
Reported GAAP net loss attributable to the partners and preferred unitholders of $18.9 million (inclusive of $38.0 million write-down of conventional tankers) and adjusted net income attributable to the partners and preferred unitholders (1) of $20.9 million in the third quarter of 2017 .
Generated distributable cash flow (1) of $40.2 million , or $0.50 per common unit, in the third quarter of 2017 .
As at September 30, 2017, the Partnership had total liquidity of approximately $415 million after giving pro forma effect to the $170 million preferred equity issuance completed in October 2017.
In October and November 2017, the Partnership took delivery of two MEGI LNG carrier newbuildings and a 30-percent owned LNG carrier newbuilding, each of which immediately commenced charter contracts with Shell ranging between six and 20 years in duration.
In November 2017, the Partnership completed $327 million of new long-term financings for the Partnership's growth projects to fund an FSU for the Bahrain regasification facility and one MEGI LNG carrier newbuilding.
Hamilton, Bermuda, November 9, 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 September 30, 2017 .

Three Months Ended
 
September 30, 2017
June 30, 2017
September 30, 2016
  (in thousands of U.S. Dollars)
(unaudited)
(unaudited)
(unaudited)
GAAP FINANCIAL COMPARISON
 
 
 
Voyage revenues
104,285

100,904

100,658

Income from vessel operations
10,322

29,871

50,634

Equity income (loss)
1,417

(507
)
13,514

Net (loss) income attributable to the partners and preferred unitholders
(18,896
)
(16,073
)
50,107

NON-GAAP FINANCIAL COMPARISON
 
 
 
Total cash flow from vessel operations (CFVO)   (1)
107,254

106,252

115,973

Distributable cash flow (DCF)   (1)
40,224

40,623

54,325

Adjusted net income attributable to the partners and preferred unitholders (1)
20,925

17,860

32,093

(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 ).
 
GAAP net income and adjusted net income decreased in the third quarter of 2017 compared to the same period of the prior year primarily due to lower revenues from the Partnership’s six liquefied petroleum gas ( LPG ) carriers chartered to I.M. Skaugen SE ( Skaugen ) from uncollected hire; the sale of the Asian Spirit conventional tanker in the first quarter of 2017; and lower spot rates earned for certain of the vessels in the Partnership’s 50-percent owned joint venture with Exmar NV ( the Exmar LPG Joint Venture ). These decreases were partially offset by the deliveries of two M-Type, Electronically Controlled, Gas Injection ( MEGI ) liquefied natural gas ( LNG ) carrier newbuildings and commencement of their charter contracts between August 2016 and March 2017 and deliveries of three mid-size LPG carriers between November 2016 and July 2017 in the Exmar LPG Joint Venture. GAAP net (loss) income was also affected in the third quarter of 2017 compared to the same period of the prior year by various non-cash items, such as the write-downs of the African Spirit, Teide Spirit and Toledo Spirit conventional tankers, and an increase in unrealized foreign currency exchange losses relating to the Partnership’s Euro and NOK-denominated debt.

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 third quarter of 2017, we continued to generate stable cash flows that were in line with our expectations,” commented Mark Kremin, President and Chief Executive Officer of Teekay Gas Group Ltd.

“Since reporting earnings in August 2017, we have continued to execute on our portfolio of growth projects delivering through 2020,” Mr. Kremin continued. “In October and November 2017, we took delivery of two wholly-owned MEGI LNG carrier newbuildings and one 30-percent owned LNG carrier newbuilding, all of which immediately commenced charter contracts ranging between six and 20 years in duration with Shell. We expect these newbuilding deliveries will have a positive contribution to our cash flows and earnings beginning in the fourth quarter of 2017. Looking ahead to 2018, we expect to take delivery of an additional eight LNG carrier newbuildings, all of which are scheduled to commence charter contracts ranging between six and 28 years in duration, which we expect will provide further cash flow and earnings growth to the Partnership.”

Mr. Kremin added, “On the financing side, we continue to execute on financing our newbuilding projects and have recently completed $327 million in new debt financings relating to a floating storage unit for the Bahrain regasification project and one MEGI LNG carrier newbuilding. In addition, we have once again demonstrated access to capital markets and further strengthened our balance sheet through our recent $170 million preferred equity offering completed in October 2017.”
Summary of Recent Events
LNG Carrier Newbuilding Deliveries

In October and November 2017, the Partnership took delivery of two MEGI LNG carrier newbuildings, the Macoma and Murex , chartered to Royal Dutch Shell ( Shell ), which immediately commenced their six and seven-year charter contracts, plus extension options, respectively.

In October 2017, the Partnership’s 30-percent owned joint venture with China LNG Shipping (Holdings) Limited and CETS (an affiliate of China National Offshore Oil Corporation ( CNOOC )) took delivery of an LNG carrier newbuilding, the Pan Asia , which immediately commenced its 20-year charter contract with Shell.

Debt Financing Update

In November 2017, the Partnership completed a $327 million long-term debt facility to finance a Floating Storage Unit ( FSU ) to be chartered on a 20-year charter contract to the Bahrain regasification project commencing in the third quarter of 2018 and one MEGI LNG carrier newbuilding to be chartered on a 13-year charter contract with BP starting in early-2019.


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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
 
September 30, 2017
September 30, 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
92,700

11,585

104,285

87,260

13,398

100,658

Income (loss) from vessel operations
44,902

(34,580)
10,322

48,009

2,625

50,634

Equity income
1,417


1,417

13,514


13,514

NON-GAAP FINANCIAL COMPARISON












 CFVO from consolidated vessels (i)
68,448

6,188

74,636

72,446

7,061

79,507

 CFVO from equity-accounted vessels (i)
32,618


32,618

36,466


36,466

 Total CFVO (i)
101,066

6,188

107,254

108,912

7,061

115,973


(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 for the three months ended September 30, 2017, compared to the same quarter of the prior year, was impacted primarily by lower revenues from the Partnership's six LPG carriers on charter to Skaugen as a result of uncollected hire. These decreases were partially offset by the delivery of two MEGI LNG carrier newbuildings, the Oak Spirit and the Torben Spirit, which commenced their respective charter contracts in August 2016 and March 2017.

Equity income and cash flow from vessel operations from equity-accounted vessels for the three months ended September 30, 2017, compared to the same quarter of the prior year, was impacted primarily by lower spot rates earned in 2017 on certain vessels in the Exmar LPG Joint Venture. This decrease was partially offset by deliveries of three mid-size LPG carriers in the Exmar LPG Joint Venture between November 2016 and July 2017. Equity income was also impacted by a decrease in net unrealized gains on designated and non-designated derivative instruments during the three months ended September 30, 2017, compared to the same period of the prior year.

Conventional Tanker Segment

Income (loss) from vessel operations and cash flow from vessel operations for the three months ended September 30, 2017, compared to the same quarter of the prior year, were impacted by the sale of the Asian Spirit in the first quarter of 2017. Income (loss) from vessel operations for the three months ended September 30, 2017 was also impacted by $ 38.0 million of write-downs related to the African Spirit, Teide Spirit and Toledo Spirit .



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

Number of Vessels

Owned and In-Chartered Vessels (i)
Newbuildings
Total
LNG Carrier Fleet
35 (ii)
15 (ii)
50
LPG/Multigas Carrier Fleet
27 (iii)
3 (iv)
30
Conventional Tanker Fleet
 5 (v)
5
Total
67
18
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.
(v)
One of the Partnership's conventional tankers is held for sale.

Liquidity
In October 2017, the Partnership completed a public offering of $170 million of its 8.5-percent Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units ( Series B Preferred Units ), including $20 million sold pursuant to the exercise of the underwriter's over-allotment option, raising net proceeds of approximately $164 million. The Partnership intends to use the net proceeds for general partnership purposes, which may include funding installment payments on newbuilding deliveries and debt repayments.

As of September 30, 2017, the Partnership had total liquidity of $251.0 million (comprised of $161.0 million in cash and cash equivalents and $90.0 million in undrawn credit facilities). Giving pro-forma effect to the issuance of the Series B Preferred Units completed in October 2017, the Partnership's total liquidity as at September 30, 2017 would have been approximately $415 million.


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Conference Call
The Partnership plans to host a conference call on Thursday, November 9, 2017 at 11:00 a.m. (ET) to discuss the results for the third 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 (800) 239-9838 or (416) 640-5942, if outside North America, and quoting conference ID code 4124786.
By accessing the webcast, which will be available on Teekay LNG’s website at www.teekay.com (the archive will remain on the website for a period of one year).

An accompanying Third Quarter 2017 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 15 newbuildings), 30 LPG/Multigas carriers (including three 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 units and preferred units trade on the New York Stock Exchange under the symbol “TGP”, "TGP PR A" and "TGP PR B", respectively.
For Investor Relations
enquiries contact:

Ryan Hamilton
Tel: +1 (604) 609-2963
Website: www.teekay.com


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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.
Non-GAAP Financial Measures

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 entities in which the Partnership holds the equity-accounted investments or distributed to the Partnership and other owners. In addition, the Partnership does not control the timing of such distributions to the Partnership and other owners. 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 Partnership in the periods such CFVO is generated by its equity-accounted vessels. CFVO is a non-GAAP financial measure used by certain investors and management 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 income from vessel operations and income from vessel operations of equity-accounted vessels, respectively, the most directly comparable GAAP measures reflected in the Partnership’s consolidated financial statements.
Adjusted Net Income Attributable to the Partners and Preferred Unitholders excludes items of income or loss from GAAP net (loss) income 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, as does management. Please refer to Appendix A of this release for a reconciliation of this non-GAAP financial measure to net (loss) income, and refer to footnote (2) of the statement of (loss) income for a reconciliation of adjusted equity income to equity income (loss), the most directly comparable GAAP measure reflected in the Partnership’s consolidated financial statements.
Distributable Cash Flow ( DCF ) represents GAAP net (loss) 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. DCF is a quantitative standard used in the publicly-traded partnership investment community and by management to assist in evaluating financial performance. Please refer to Appendix B of this release for a reconciliation of this non-GAAP financial measure to net (loss) income, 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 (Loss) Income
(in thousands of U.S. Dollars, except units outstanding)
 
Three Months Ended
Nine Months Ended
 
September 30,
June 30,
September 30,
September 30,
September 30,
2017
2017
2016
2017
2016
 
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Voyage revenues
104,285

100,904

100,658

306,369

295,670

 
 


 
 
 
Voyage expenses
(1,466
)
(996
)
(355
)
(3,899
)
(1,354
)
Vessel operating expenses
(26,724
)
(26,001
)
(22,055
)
(76,113
)
(66,320
)
Depreciation and amortization
(24,980
)
(26,794
)
(24,041
)
(77,894
)
(70,521
)
General and administrative expenses
(2,793
)
(4,642
)
(3,573
)
(11,592
)
(14,865
)
Write-down and loss on sales of vessels (1)
(38,000
)
(12,600
)

(50,600
)
(27,439
)
Income from vessel operations
10,322

29,871

50,634

86,271

115,171








 
 
Equity income (loss) (2)
1,417

(507
)
13,514

6,797

52,579

Interest expense
(20,091
)
(20,525
)
(15,644
)
(57,604
)
(42,910
)
Interest income
602

579

653

2,035

1,800

Realized and unrealized (loss) gain on
non-designated derivative instruments
(3)
(2,178
)
(7,384
)
5,004

(8,375
)
(50,406
)
Foreign currency exchange (loss) gain (4)
(5,104
)
(15,825
)
504

(24,497
)
(10,139
)
Other income
356

390

397

1,137

1,223

Net (loss) income before tax expense
(14,676
)
(13,401
)
55,062

5,764

67,318

Income tax expense
(750
)
(236
)
(209
)
(1,143
)
(722
)
Net (loss) income
(15,426
)
(13,637
)
54,853

4,621

66,596

 
 



 

 
 
Non-controlling interest in net (loss) income
3,470

2,436

4,746

10,533

10,556

Preferred unitholders' interest in net (loss) income
2,813

2,813


8,438


General Partner's interest in net (loss) income
(434
)
(378
)
1,002

(287
)
1,121

Limited partners’ interest in net (loss) income
(21,275
)
(18,508
)
49,105

(14,063
)
54,919

Weighted-average number of common
units outstanding:
 



 

 
 
• Basic
79,626,819

79,626,819

79,571,820

79,614,731

79,567,188

• Diluted
79,626,819

79,626,819

79,697,417

79,773,745

79,659,822

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

79,626,819

79,571,820

79,626,819

79,571,820


(1)
The write-down and loss on sales of vessels for the three and nine months ended September 30, 2017 includes impairment charges on the African Spirit, Teide Spirit and Toledo Spirit Suezmax tankers. The charterer for the African Spirit notified the Partnership in August 2017 that it would redeliver the vessel to the Partnership upon its charter contract ending in November 2017, which resulted in a write-down of the vessel to its estimated market value. The charterer for the Teide Spirit and Toledo Spirit, who is also the owner of these vessels, has the option to cancel the charter contracts 13 years following commencement of the respective charter contracts. In October 2017, the charterer notified the Partnership that it is marketing the Teide Spirit f or sale and, upon sale of the vessel, it will concurrently terminate its existing charter contract with the Partnership. The charterer’s cancellation option for the Toledo Spirit is first exercisable in August 2018. Given the Partnership's prior experience with this charterer, the Partnership expects it will also cancel the charter contract and sell the Toledo Spirit to a third party in 2018. As a result, the Partnership wrote down the Teide Spirit and Toledo Spirit to their estimated market values. The write-down and loss on sales of vessels for the three months ended June 30, 2017 and nine months ended September 30, 2017 includes the write-down of the European Spirit Suezmax tanker to its estimated market value, as the Partnership commenced marketing the vessel for sale upon receiving notification from the charterer in late-June 2017 that it will redeliver the vessel back to the Partnership in August 2017. The write-down and loss on sales of vessels for the nine months ended September 30, 2016 relates to Centrofin Management Inc. exercising its purchase options, under the 12-year charter contracts, to acquire the Bermuda Spirit and Hamilton Spirit Suezmax tankers.




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(2)
The Partnership’s proportionate share of items within equity income (loss) as identified in Appendix A of this release is detailed in the table below. By excluding these items from equity income (loss), 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.
 
Three Months Ended
Nine Months Ended
 
September 30,
June 30,
September 30,
September 30,
September 30,
 
2017
2017
2016
2017
2016
Equity income (loss)
1,417

(507
)
13,514

6,797

52,579

Proportionate share of unrealized (gain) loss on non-designated derivative instruments
(1,485
)
182

(4,525
)
(3,087
)
1,117

Proportionate share of ineffective portion of hedge-accounted interest rate swaps
968

4,109

(682
)
4,534

(8
)
Proportionate share of other items
219

211

81

460

153

Equity income adjusted for items in Appendix A
1,119

3,995

8,388

8,704

53,841


(3)
The realized (losses) gains 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
Nine Months Ended

September 30,
June 30,
September 30,
September 30,
September 30,

2017
2017
2016
2017
2016
Realized (losses) gains relating to:
 

 

 
 
 
Interest rate swap agreements
(4,528
)
(4,610
)
(6,494
)
(13,813
)
(19,750
)
Interest rate swaption agreements termination

(1,005
)

(610
)

Toledo Spirit time-charter derivative contract
646

(135
)
(10
)
526

620

 
(3,882
)
(5,750
)
(6,504
)
(13,897
)
(19,130
)
 
 
 
 
 
 
Unrealized gains (losses) relating to:
 
 
 
 
 
Interest rate swap agreements
1,775

(1,866
)
8,436

4,211

(18,441
)
Interest rate swaption agreements
285

112

1,992

427

(16,765
)
Toledo Spirit time-charter derivative contract
(356
)
120

1,080

884

3,930

 
1,704

(1,634
)
11,508

5,522

(31,276
)

 
 
 
 
 
Total realized and unrealized (losses) gains on non-designated derivative instruments
(2,178
)
(7,384
)
5,004

(8,375
)
(50,406
)

(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 (Loss) Income.

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 NOK bond repurchases. Foreign currency exchange (loss) gain also includes unrealized gains relating to the change in fair value of such derivative instruments, partially offset by unrealized losses on the revaluation of the NOK bonds as detailed in the table below:

Three Months Ended
Nine Months Ended

September 30,
June 30,
September 30,
September 30,
September 30,

2017
2017
2016
2017
2016
Realized losses on cross-currency swaps
(1,598
)
(2,084
)
(2,283
)
(7,219
)
(6,903
)
Realized losses on cross-currency swaps termination

(25,733
)

(25,733
)
34,958

Realized gains on repurchase of NOK bonds

25,733


25,733


Unrealized gains on cross-currency swaps
20,523

34,906

20,217

58,128


Unrealized losses on revaluation of NOK bonds
(17,906
)
(36,325
)
(14,748
)
(54,837
)
(31,611
)

    

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Teekay LNG Partners L.P.
Consolidated Balance Sheets  
(in thousands of U.S. Dollars)
 
As at September 30,
As at June 30,
As at December 31,
 
2017
2017
2016
 
(unaudited)
(unaudited)
(unaudited)
ASSETS
   
 
 
Current
   
 
 
Cash and cash equivalents
161,008

191,110

126,146

Restricted cash – current
21,386

5,896

10,145

Accounts receivable
22,079

20,600

25,224

Prepaid expenses
4,345

3,484

3,724

Vessels held for sale
17,000

17,000

20,580

Current portion of derivative assets
1,759

1,354

531

Current portion of net investments in direct financing leases
9,683

9,487

150,342

Advances to affiliates
9,245

2,433

9,739

Total current assets
246,505

251,364

346,431

 
 

 

 
Restricted cash – long-term
71,626

102,347

106,882

 
 

   

 
Vessels and equipment
   

   

 
At cost, less accumulated depreciation
1,316,234

1,340,138

1,374,128

Vessels under capital leases, at cost, less accumulated depreciation
643,973

674,771

484,253

Advances on newbuilding contracts
492,800

388,366

357,602

Total vessels and equipment
2,453,007

2,403,275

2,215,983

Investment in and advances to equity-accounted joint ventures
1,114,709

1,074,430

1,037,726

Net investments in direct financing leases
624,122

624,484

492,666

Other assets
1,440

3,335

5,529

Derivative assets
9,324

2,576

4,692

Intangible assets – net
63,293

65,506

69,934

Goodwill – liquefied gas segment
35,631

35,631

35,631

Total assets
4,619,657

4,562,948

4,315,474

 
 

 

 
LIABILITIES AND EQUITY
   

 

 
Current
   

   

 
Accounts payable
2,240

2,884

5,562

Accrued liabilities
38,056

39,280

35,881

Unearned revenue
20,283

18,701

16,998

Current portion of long-term debt
516,232

205,881

188,511

Current obligations under capital lease
108,592

95,355

40,353

Current portion of in-process contracts
9,050

10,527

15,833

Current portion of derivative liabilities
69,964

42,060

56,800

Advances from affiliates
9,864

11,474

15,492

Total current liabilities
774,281

426,162

375,430

Long-term debt
1,380,175

1,618,131

1,602,715

Long-term obligations under capital lease
595,674

574,484

352,486

Long-term unearned revenue
9,358

9,682

10,332

Other long-term liabilities
58,432

59,338

60,573

In-process contracts
2,418

4,019

8,233

Derivative liabilities
59,312

102,165

128,293

Total liabilities
2,879,650

2,793,981

2,538,062

 
 

   

 
Equity
   

     

 
Limited partners – common units
1,516,634

1,548,935

1,563,852

Limited partners – preferred units
123,520

123,520

123,426

General partner
49,690

50,348

50,653

Accumulated other comprehensive income
1,747

1,184

575

Partners' equity
1,691,591

1,723,987

1,738,506

Non-controlling interest
48,416

44,980

38,906

Total equity
1,740,007

1,768,967

1,777,412

Total liabilities and total equity
4,619,657

4,562,948

4,315,474



9

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Teekay LNG Partners L.P.
Consolidated Statements of Cash Flows
(in thousands of U.S. Dollars)
 
Nine Months Ended
 
September 30,
September 30,
 
2017
2016
 
(unaudited)
(unaudited)
Cash and cash equivalents provided by (used for)
 
 
OPERATING ACTIVITIES
 
 
Net income
4,621

66,596

Non-cash items:
 
 
   Unrealized (gain) loss on non-designated derivative instruments
(5,522
)
31,276

   Depreciation and amortization
77,894

70,521

   Write-down and loss on sales of vessels
50,600

27,439

   Unrealized foreign currency exchange gain and other
(7,845
)
(4,476
)
   Equity income, net of dividends received of $28,781 (2016 – $32,851)
21,984

(19,728
)
   Ineffective portion on qualifying cash flow hedging instruments included in interest expense
755

1,044

Change in operating assets and liabilities
1,804

(15,177
)
Expenditures for dry docking
(17,067
)
(6,574
)
Net operating cash flow
127,224

150,921

 
 

 

FINANCING ACTIVITIES
 

 

Proceeds from issuance of long-term debt
249,682

259,922

Debt issuance costs
(1,765
)
(562
)
Scheduled repayments of long-term debt
(136,582
)
(141,505
)
Prepayments of long-term debt
(67,040
)
(195,789
)
Scheduled repayments of capital lease obligations
(27,411
)
(17,477
)
Decrease in restricted cash
22,196

13,086

Cash distributions paid
(42,462
)
(34,099
)
Dividends paid to non-controlling interest
(658
)
(1,167
)
Other
(605
)

Net financing cash flow
(4,645
)
(117,591
)
 
 

 

INVESTING ACTIVITIES
 

 

Capital contributions to equity-accounted joint ventures
(143,513
)
(32,994
)
Return of capital from equity-accounted joint ventures
40,320


Receipts from direct financing leases
9,203

18,262

Proceeds from sale of vessels
20,580

94,311

Proceeds from sale-leaseback of vessels
335,830

355,306

Expenditures for vessels and equipment
(350,137
)
(302,301
)
Net investing cash flow
(87,717
)
132,584

 
 

 

Increase in cash and cash equivalents
34,862

165,914

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

102,481

Cash and cash equivalents, end of the period
161,008

268,395



10

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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
September 30,
2017
2016
(unaudited)
(unaudited)
Net (loss) income – GAAP basis
(15,426
)
54,853

Less: Net (loss) income attributable to non-controlling interests
(3,470
)
(4,746
)
Net (loss) income attributable to the partners and preferred unitholders
(18,896
)
50,107

Add (subtract) specific items affecting net income:
 

 

Write-down of vessels (1)
38,000


Unrealized foreign currency exchange losses (gains) (2)
3,548

(2,685
)
Unrealized (gains) losses on non-designated and designated derivative instruments and other items from equity–accounted investees (3)
(298
)
(5,126
)
Unrealized gains on non-designated derivative instruments (4)
(1,704
)
(11,508
)
Ineffective portion on qualifying cash flow hedging instruments included in interest expense
8

130

Non-controlling interests’ share of items above (5)
267

1,175

Total adjustments
39,821

(18,014
)
Adjusted net income attributable to the partners and preferred unitholders
20,925

32,093

(1)
Write-down of vessels relate to the Partnership's impairment charges on the African Spirit, Teide Spirit and Toledo Spirit . See Note 1 to the Consolidated Statements of (Loss) Income included in this release for further details.
(2)
Unrealized foreign exchange losses (gains) 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 (Loss) Income 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 (Loss) Income included in this release for further details.
(4)
Reflects the unrealized gains 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 (Loss) Income included in this release for further details.
(5)
Items affecting net (loss) 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 (loss) income listed in the table.

11

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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
September 30,
2017
2016
(unaudited)
(unaudited)
 
 
 

 

Net (loss) income:
(15,426
)
54,853

Add:




Write-down of vessels
38,000


Depreciation and amortization
24,980

24,041

Partnership’s share of equity–accounted joint ventures' DCF net of estimated maintenance capital expenditures (1)
11,008

16,397

   Unrealized foreign currency exchange losses (gains)
 
3,548

(2,685
)
Direct finance lease payments received in excess of revenue recognized
1,901

5,247

Distributions relating to equity financing of newbuildings
1,589







Less:




   Deferred income tax and other non-cash items
(894
)
(1,012
)
Equity income
(1,417
)
(13,514
)
Unrealized gains on non-designated derivative instruments
(1,704
)
(11,508
)
Distributions relating to preferred units
(2,813
)

Estimated maintenance capital expenditures
(13,232
)
(12,065
)
Distributable Cash Flow before Non-controlling interest
45,540

59,754

Non-controlling interests’ share of DCF before estimated maintenance capital expenditures
(5,316
)
(5,429
)
Distributable Cash Flow
40,224

54,325

Amount of cash distributions attributable to the General Partner
(227
)
(227
)
Limited partners' Distributable Cash Flow
39,997

54,098

Weighted-average number of common units outstanding
79,626,819

79,571,820

Distributable Cash Flow per limited partner common unit
0.50

0.68


(1)
The estimated maintenance capital expenditures relating to the Partnership’s share of equity-accounted joint ventures were $8.3 million and $7.6 million for the three months ended September 30, 2017 and 2016, respectively.


12

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Teekay LNG Partners L.P.
Appendix C - Supplemental Segment Information
(in thousands of U.S. Dollars)
 
Three Months Ended September 30, 2017
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
92,700

11,585

104,285

Voyage expenses
(716
)
(750
)
(1,466
)
Vessel operating expenses
(22,172
)
(4,552
)
(26,724
)
Depreciation and amortization
(22,580
)
(2,400
)
(24,980
)
General and administrative expenses
(2,330
)
(463
)
(2,793
)
Write-down of vessels

(38,000
)
(38,000
)
Income (loss) from vessel operations
44,902

(34,580
)
10,322

 
 
 
 
 
Three Months Ended September 30, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Voyage revenues
87,260

13,398

100,658

Voyage expenses
(175
)
(180
)
(355
)
Vessel operating expenses
(16,751
)
(5,304
)
(22,055
)
Depreciation and amortization
(19,317
)
(4,724
)
(24,041
)
General and administrative expenses
(3,008
)
(565
)
(3,573
)
Income from vessel operations
48,009

2,625

50,634




13

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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 September 30, 2017
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income (loss) from vessel operations (See Appendix C)
44,902

(34,580
)
10,322

Depreciation and amortization
22,580

2,400

24,980

Write-down of vessels

38,000

38,000

Amortization of in-process contracts included in voyage revenues
(935
)
(278
)
(1,213
)
Direct finance lease payments received in excess of revenue recognized
1,901


1,901

Realized gain on Toledo Spirit derivative contract

646

646

Cash flow from vessel operations from consolidated vessels
68,448

6,188

74,636

 
 
 
 
 
Three Months Ended September 30, 2016
 
(unaudited)
 
Liquefied Gas Segment
Conventional Tanker Segment
Total
Income from vessel operations (See Appendix C)
48,009

2,625

50,634

Depreciation and amortization
19,317

4,724

24,041

Amortization of in-process contracts included in voyage revenues
(127
)
(278
)
(405
)
Direct finance lease payments received in excess of revenue recognized
5,247


5,247

Realized loss on Toledo Spirit derivative contract

(10
)
(10
)
Cash flow from vessel operations from consolidated vessels
72,446

7,061

79,507





14

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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
 
September 30, 2017
September 30, 2016
 
(unaudited)
(unaudited)
 
At
Partnership's
At
Partnership's
100%
Portion (1)
100%
Portion (1)
Voyage revenues
117,013

52,310

125,278

56,502

Voyage expenses
(3,933
)
(2,015
)
(5,398
)
(2,730
)
Vessel operating expenses and general and administrative expenses
(43,631
)
(20,246
)
(41,465
)
(19,384
)
Depreciation and amortization
(29,201
)
(14,486
)
(25,771
)
(12,899
)
Income from vessel operations of equity-accounted vessels
40,248

15,563

52,644

21,489

Other items, including interest expense and realized and unrealized gain (loss) on derivative instruments
(31,322
)
(14,146
)
(15,012
)
(7,975
)
Net income / equity income of equity-accounted vessels
8,926

1,417

37,632

13,514

 
 

 

 

 

Income from vessel operations of equity-accounted vessels
40,248

15,563

52,644

21,489

Depreciation and amortization
29,201

14,486

25,771

12,899

Direct finance lease payments received in excess of revenue recognized
10,018

3,636

9,333

3,388

Amortization of in-process revenue contracts
(2,065
)
(1,067
)
(2,553
)
(1,310
)
 
 

 

 

 

Cash flow from vessel operations from equity-accounted vessels
77,402

32,618

85,195

36,466

(1)
The Partnership's equity-accounted vessels for the three months ended September 30, 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 the Teekay LNG-Marubeni joint venture, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 23 vessels, including three newbuildings, as at September 30, 2017 , compared to 23 vessels owned and in-chartered, including five newbuildings, as at September 30, 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.


15

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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 September 30, 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
334,695

139,527

400,090

167,813

Other current assets
47,077

20,383

72,437

33,817

Vessels and equipment
2,219,304

1,142,365

2,174,467

1,121,293

Advances on newbuilding contracts
1,157,300

420,494

824,534

303,162

Net investments in direct financing leases, current and non-current
1,788,979

655,602

1,816,365

665,599

Other non-current assets
76,737

50,635

73,814

44,177

Total assets
5,624,092

2,429,006

5,361,707

2,335,861










Current portion of long-term debt and obligations under capital lease
147,205

67,279

209,814

99,994

Current portion of derivative liabilities
25,170

8,444

27,388

9,622

Other current liabilities
83,491

36,785

76,480

32,068

Long-term debt and obligations under capital lease
2,755,740

1,135,713

2,677,447

1,087,425

Shareholders' loans, current and non-current
368,444

131,439

545,028

272,514

Derivative liabilities
82,468

27,259

82,738

27,526

Other long-term liabilities
75,128

38,817

80,170

41,500

Equity
2,086,446

983,270

1,662,642

765,212

Total liabilities and equity
5,624,092

2,429,006

5,361,707

2,335,861










Investments in equity-accounted joint ventures


983,270



765,212

Advances to equity-accounted joint ventures


131,439



272,514

Investments in and advances to equity-accounted joint ventures


1,114,709



1,037,726


(1)
The Partnership's equity-accounted joint ventures as at September 30, 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 the Teekay LNG-Marubeni joint venture, which owns six LNG carriers; the Partnership’s 50 percent ownership interest in Exmar LPG BVBA, which owns and in-charters 23 vessels, including three newbuildings, as at September 30, 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.


16

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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 effects of recent and future newbuilding deliveries on the Partnership’s cash flows and earnings; the timing of newbuilding vessel deliveries and the commencement of related contracts; and the Partnership's access to capital markets. 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 Partnership's 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 or the Partnership's joint ventures' ability to secure financing for its existing newbuildings and projects; 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.




17
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