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

For the quarterly period ended February 28, 2011

Commission file number 1- 32479

TEEKAY LNG PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

4^th 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 þ     Form 40-F o

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 o       No þ

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 o       No þ

 

 

				TEEKAY LNG PARTNERS L.P. 4th Floor, Belvedere Building, 69 Pitts Bay Road Hamilton, HM 08, Bermuda

EARNINGS RELEASE

TEEKAY LNG PARTNERS
REPORTS FOURTH QUARTER AND ANNUAL RESULTS

Highlights

•

Generated distributable cash flow of $39.3 million in the fourth quarter of 2010, an increase of 17 percent from the fourth quarter of 2009.

•

Increased cash distribution to $0.63 per unit for the fourth quarter of 2010, an increase of five percent from the previous quarter.

•

On November 4, 2010, completed acquisition of a 50 percent interest in two LNG carriers, including one with re-gasification capability, on long-term fixed-rate charters.

•

During February 2011, received offer from Teekay Corporation to acquire a 33 percent interest in the four newbuilding Angola LNG carriers.

Hamilton, Bermuda, February 24, 2011 — Teekay GP LLC, the general partner of Teekay LNG Partners L.P. (Teekay LNG or the Partnership) (NYSE: TGP) today reported its results for the quarter ended December 31, 2010. During the fourth quarter of 2010, the Partnership generated distributable cash flow⁽¹⁾ of $39.3 million, compared to $33.5 million in the same quarter of the previous year. The increase primarily reflects the incremental distributable cash flow resulting from the Partnership’s November 2010 acquisition of a 50 percent interest in two LNG carriers under long-term, fixed-rate charters with Excelerate Energy LP, reduced off-hire days relating to scheduled drydocks and higher profit sharing revenue from certain of the Partnership’s vessels.

On January 26, 2011, the Partnership declared a cash distribution of $0.63 per unit for the quarter ended December 31, 2010, an increase of $0.03 per unit, or five percent, from the previous quarter. The cash distribution was paid on February 14, 2011 to all unitholders of record on February 7, 2011.

“The increase in distributable cash flow in the fourth quarter of 2010 compared to the fourth quarter of 2009 reflects another year of steady growth for the Partnership,” commented Peter Evensen, Chief Executive Officer of Teekay GP LLC. “Fiscal 2010 included some firsts for Teekay LNG, including the Partnership’s first investment in third party LNG carriers through our transaction with Exmar, which was also our first step into the promising growth area of floating LNG regasification. Importantly, the five vessels added to the Partnership’s fleet in 2010 all came with fixed-rate, long-term time-charter contracts and provided incremental cash flows which has enabled us to increase our distribution by five percent in the fourth quarter.”

Mr. Evensen continued, “The Partnership will continue to benefit in the near-term from built-in growth opportunities from our sponsor, Teekay Corporation, including three Skaugen LPG carriers scheduled for delivery in 2011 as well as the possible acquisition of a one-third interest in the four Angola LNG newbuildings. With over $450 million of available liquidity, the Partnership is also actively seeking further opportunities to grow its distributable cash flow through the acquisition of quality assets with long-term contracts from third parties.”

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Teekay LNG’s Fleet

The following table summarizes the Partnership’s fleet as of February 24, 2011:

		Number of Vessels
		Delivered				Committed
		Vessels				Vessels				Total
LNG Carrier Fleet(1)			17				—				17
LPG/Multigas Carrier Fleet			2				3	(2)			5
Conventional Tanker Fleet			11				—				11
Total			30				3				33

Exmar Acquisition

On November 4, 2010, the Partnership acquired a 50 percent interest in the 2005-built Excelsior (Excelsior Joint Venture), a specialized gas carrier which can both transport and regasify LNG onboard, and a 50 percent interest in the 2002-built Excalibur (Excalibur Joint Venture), a conventional LNG carrier, from Exmar NV (Exmar) for a total purchase price of approximately $72.5 million net of assumed debt. The Partnership financed $37.3 million of the purchase price by issuing to Exmar NV approximately 1.1 million new common units with the balance financed by drawing on one of the Partnership’s revolving credit facilities. As part of the transaction, the Partnership agreed to guarantee 50 percent of the $206 million of debt secured by the Excelsior and Excalibur Joint Ventures.

Dania Sprit Sale

The Partnership sold the 2000-built LPG carrier Dania Spirit for proceeds of $21.5 million, which resulted in a gain of approximately $4.3 million. The transaction was completed on November 5, 2010.

Future Projects

Below is a summary of LNG and LPG/Multigas newbuildings that the Partnership has agreed to, or has the right to, acquire:

Skaugen LPG/Multigas

The Partnership has agreed to acquire one LPG carrier from a subsidiary of IM Skaugen ASA (Skaugen) and two Multigas carriers from Teekay Corporation (Teekay). The three LPG/Multigas carriers are currently under construction and are expected to be delivered in 2011. Upon delivery, the vessels will commence service under 15-year fixed-rate charters to Skaugen.

Angola LNG

A consortium in which Teekay has a one-third interest, has agreed to charter four newbuilding LNG carriers for a period of 20 years to the Angola LNG Project, which is being developed by subsidiaries of Chevron, Sonangol, BP, Total and ENI. The vessels will be chartered at fixed rates, with inflation adjustments, following their deliveries. The vessels are currently under construction and are expected to deliver in 2011 and 2012. Pursuant to an omnibus agreement between the Partnership and Teekay, in February 2011, the Partnership received an offer from Teekay to acquire its interest in these vessels and related charter contracts. The offer is currently being reviewed by the Board of Directors of the Partnership’s general partner and its Conflicts Committee.

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Financial Summary

The Partnership reported adjusted net income attributable to the partners⁽¹⁾ (as detailed in Appendix A to this release) of $26.2 million for the quarter ended December 31, 2010, compared to $18.5 million for the same period of the prior year. Adjusted net income attributable to the partners excludes a number of specific items which had the net effect of increasing net income by $50.2 million and $22.8 million for the three months ended December 31, 2010 and 2009, respectively, as detailed in Appendix A. Including these items, the Partnership reported net income attributable to the partners, on a GAAP basis, of $76.4 million and $41.3 million for the three months ended December 31, 2010 and 2009, respectively.

The Partnership reported adjusted net income attributable to the partners⁽¹⁾ (as detailed in Appendix A to this release) of $95.8 million for the year ended December 31, 2010, compared to $78.3 million in the prior year. Adjusted net income attributable to the partners excludes a number of specific items which had the net effect of decreasing net income by $8.1 million and $31.0 million for the years ended December 31, 2010 and 2009, respectively, as detailed in Appendix A. Including these items, the Partnership reported net income attributable to the partners, on a GAAP basis, of $87.6 million and $47.3 million for the year ended December 31, 2010 and 2009, respectively.

For accounting purposes, the Partnership is required to recognize the changes in the fair value of its derivative instruments on the consolidated statements of income (loss). This method of accounting does not affect the Partnership’s cash flows or the calculation of distributable cash flow, but results in the recognition of unrealized gains or losses on the consolidated statements of income (loss) as detailed in footnote 3 of the Summary Consolidated Statements of Income (Loss).

The Partnership’s financial statements for the prior periods include historical results of vessels acquired by the Partnership from Teekay, referred to herein as the Dropdown Predecessor, for the period when these vessels were owned and operated by Teekay.

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Operating Results

The following table highlights certain financial information for Teekay LNG’s segments: the Liquefied Gas Segment and the Conventional Tanker Segment (please refer to the “Teekay LNG’s Fleet” section of this release above and Appendix C for further details).

		Three Months Ended												Three Months Ended
		December 31, 2010												December 31, 2009
						(unaudited)												(unaudited)
		Liquefied				Conventional								Liquefied				Conventional
		Gas				Tanker								Gas				Tanker
(in thousands of U.S. dollars)		Segment				Segment				Total				Segment				Segment(i)				Total
Net voyage revenues(ii)			66,661				30,170				96,831				67,563				27,715				95,278
Vessel operating expenses			10,914				9,631				20,545				13,426				11,344				24,770
Depreciation and amortization			15,173				7,485				22,658				15,428				6,866				22,294
Cash flow from vessel operations(iii)			53,343				15,002				68,345				52,190				7,540				59,730

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Liquefied Gas Segment

Cash flow from vessel operations from the Partnership’s Liquefied Gas segment increased to $53.3 million in the fourth quarter of 2010 from $52.2 million in the same quarter of the prior year. This increase is primarily due to a decrease in vessel operating expenses due to the timing of maintenance expenditures, partially offset by reduced operating cash flow resulting from the sale of the Dania Spirit in November 2010. The cash flow from vessel operations, as reported in the above table, does not include the cash flow from the Partnership’s equity accounted joint ventures (40 percent interest in four Ras Gas 3 LNG carriers and 50 percent interest in two LNG carriers jointly owned with Exmar).

Conventional Tanker Segment

Cash flow from vessel operations from the Partnership’s Conventional Tanker segment was $15.0 million for the fourth quarter of 2010 compared to $7.5 million in the same quarter of the prior year. The increase is primarily due to the acquisition of two Suezmax tankers and one Handymax tanker from Teekay in the first quarter of 2010, higher profit sharing revenue of $1.7 million from certain of the Partnership’s Suezmax tankers and lower vessel operating expenses.

Liquidity

As of December 31, 2010, the Partnership had total liquidity of $459.7 million, comprised of $81.1 million in cash and cash equivalents and $378.6 million in undrawn credit facilities.

Conference Call

The Partnership plans to host a conference call on February 25, 2011 at 11:00 a.m. (ET) to discuss the results for the fourth quarter and fiscal year 2010. An accompanying investor presentation will be available on the Partnership’s Web site at www.teekaylng.com prior to the start of the call. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:

•

By dialing (800) 820-0231 or (416) 640-5926, if outside North America, and quoting conference ID code 2084604.

•

By accessing the webcast, which will be available on Teekay LNG’s Web site at www.teekaylng.com (the archive will remain on the web site for a period of 30 days).

The conference call will be recorded and available until Friday, March 4, 2011. This recording can be accessed following the live call by dialing (888) 203-1112 or (647) 436-0148, if outside North America, and entering access code 2084604.

About Teekay LNG Partners L.P.

Teekay LNG Partners L.P. is a publicly-traded master limited partnership 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 L.P. provides LNG, LPG and crude oil marine transportation services under long-term, fixed-rate charter contracts with major energy and utility companies through its fleet of 17 LNG carriers, which includes a 50 percent ownership interest in one LNG regasification unit, five LPG/Multigas carriers and 11 conventional oil tankers. Three of the five LPG/Multigas carriers are newbuildings scheduled for delivery in 2011.

Teekay LNG Partners’ common units trade on the New York Stock Exchange under the symbol “TGP”.

For Investor Relations enquiries contact:
Kent Alekson
Tel: +1 (604) 609-6442

Web site: www.teekaylng.com

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TEEKAY LNG PARTNERS L.P.

SUMMARY CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands of U.S. dollars, except unit data)

		Three Months Ended												Year Ended
		December 31,				September 30,				December 31,				December 31,				December 31,
		2010				2010				2009(1)				2010(1)				2009(1)
		(unaudited)				(unaudited)				(unaudited)				(unaudited)				(unaudited)
VOYAGE REVENUES			97,516				92,154				95,817				374,008				343,048
OPERATING EXPENSES
Voyage expenses			685				723				539				2,042				2,034
Vessel operating expenses			20,545				20,963				24,770				84,577				82,374
Depreciation and amortization			22,658				22,126				22,294				89,347				82,686
General and administrative			7,566				5,252				6,417				23,247				19,764
Gain on sale of vessel			(4,340	)			—				—				(4,340	)			—
Restructuring charge(2)			—				—				197				175				3,250
			47,114				49,064				54,217				195,048				190,108
Income from vessel operations			50,402				43,090				41,600				178,960				152,940
OTHER ITEMS
Interest expense			(12,217	)			(12,708	)			(13,257	)			(49,019	)			(60,457	)
Interest income			1,805				2,083				3,015				7,190				13,873
Realized and unrealized gain (loss) on derivative instruments(3)			27,064				(33,423	)			526				(78,720	)			(40,950	)
Foreign exchange gain (loss)(4)			7,528				(39,839	)			8,721				27,545				(10,806	)
Equity income (loss)(5)			10,526				(870	)			7,286				8,043				27,639
Other (expense) income — net			(1,435	)			26				(541	)			(1,055	)			(302	)
Net income (loss)			83,673				(41,641	)			47,350				92,944				81,937
Net income (loss) attributable to:
Non-controlling interest(6)			7,301				(1,665	)			3,912				3,062				29,310
Dropdown Predecessor(1)			—				—				2,185				2,258				5,302
Partners			76,372				(39,976	)			41,253				87,624				47,325
Limited partners’ units outstanding:
Weighted-average number of common units outstanding			54,705,598				53,755,351				42,801,009				51,481,035				40,912,100
— Basic and diluted
Weighted-average number of subordinated units outstanding			—				—				7,367,286				1,816,591				8,760,006
— Basic and diluted
Weighted-average number of total units outstanding			54,705,598				53,755,351				50,168,295				53,297,626				49,672,106
— Basic and diluted
Total number of units outstanding			55,106,100				54,053,351				52,339,849				55,106,100				52,339,849

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		Three Months Ended												Year Ended
		December 31				September 30,				December 31,				December 31,				December 31,
		2010				2010				2009				2010				2009
Realized losses relating to:
Interest rate swaps			(10,394	)			(10,306	)			(11,094	)			(42,495	)			(36,222	)
Toledo Spirit time-charter derivative contract			(1,919	)			—				(940	)			(1,919	)			(940	)
			(12,313	)			(10,306	)			(12,034	)			(44,414	)			(37,162	)
Unrealized gains (losses) relating to:
Interest rate swaps			37,277				(23,917	)			11,960				(34,906	)			(11,143	)
Toledo Spirit time-charter derivative contract			2,100				800				600				600				7,355
			39,377				(23,117	)			12,560				(34,306	)			(3,788	)
Total realized and unrealized gains (losses) on derivative instruments			27,064				(33,423	)			526				(78,720	)			(40,950	)

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TEEKAY LNG PARTNERS L.P.
SUMMARY CONSOLIDATED BALANCE SHEETS ⁽¹⁾
(in thousands of U.S. dollars)

		As at December 31,				As at September 30,				As at December 31,
		2010				2010				2009(2)
ASSETS
Cash and cash equivalents			81,055				73,085				108,350
Restricted cash — current			82,576				35,231				32,427
Other current assets			25,273				27,210				19,136
Advances to affiliates and to joint venture			6,133				5,702				22,361
Restricted cash — long-term			489,562				574,107				579,093
Vessels and equipment			1,940,041				1,976,290				2,020,174
Advances on newbuilding contracts			79,535				60,277				57,430
Net investments in direct financing leases			415,695				417,246				421,441
Derivative assets			62,283				120,462				32,131
Investments in joint ventures			172,898				88,930				91,674
Other assets			33,167				24,231				25,888
Intangible assets			123,546				125,828				132,675
Goodwill			35,631				35,631				35,631
Total Assets			3,547,395				3,564,230				3,578,411
LIABILITIES AND EQUITY
Accounts payable, accrued liabilities and unearned revenue			56,971				61,131				58,675
Current portion of long-term debt and capital leases			343,790				122,040				116,663
Advances from affiliates and joint venture partners			133,410				106,037				105,559
Long-term debt and capital leases			1,793,459				2,051,130				2,140,941
Derivative liabilities			199,965				296,021				134,007
Other long-term liabilities			106,477				99,629				105,528
Equity
Dropdown Predecessor equity(2)			—				—				43,013
Non-controlling interest(3)			17,123				9,568				13,807
Partners’ equity			896,200				818,674				860,218
Total Liabilities and Total Equity			3,547,395				3,564,230				3,578,411

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TEEKAY LNG PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)

		Year Ended December 31,
		2010(1)				2009(1)
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
Net operating cash flow			174,970				171,384
FINANCING ACTIVITIES
Proceeds on sale of 1% interest in Kenai LNG Carriers			—				2,300
Distribution to Teekay Corporation for the acquisition of the Bermuda Spirit, Hamilton Spirit and Alexander Spirit			(33,997	)			—
Proceeds from issuance of long-term debt			100,945				220,050
Scheduled repayments of long-term debt			(76,018	)			(80,301	)
Prepayments of long-term debt			(72,000	)			(185,900	)
Scheduled repayments of capital lease obligations and other long-term liabilities			(39,147	)			(37,437	)
Advances from affiliates			16,545				24,041
Advances to joint venture partners			(10,200	)			—
Repayment of joint venture partners’ advances			(1,235	)			—
Equity contribution from Teekay Corporation to Dropdown Predecessor			466				1,567
Proceeds from equity offerings, net of offering costs			50,921				162,559
Cash distributions paid			(135,514	)			(114,539	)
Decrease in restricted cash			30,741				30,710
Debt issuance costs			(137	)			(1,281	)
Excess of purchase price over the contributed basis of Teekay Tangguh Borrower LLC			—				(31,829	)
Other			884				—
Net financing cash flow			(167,746	)			(10,060	)
INVESTING ACTIVITIES
Purchase of Excelsior and Excalibur Joint Ventures			(35,169	)			—
Proceeds received from the sale of vessel and equipment			21,556				—
Receipts from direct financing leases			5,746				4,426
Expenditures for vessels and equipment			(26,652	)			(134,926	)
Advances to joint venture			—				(2,856	)
Purchase of Teekay Tangguh Borrower LLC			—				(37,259	)
Net investing cash flow			(34,519	)			(170,615	)
Decrease in cash and cash equivalents			(27,295	)			(9,291	)
Cash and cash equivalents, beginning of the year			108,350				117,641
Cash and cash equivalents, end of the year			81,055				108,350

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TEEKAY LNG PARTNERS L.P.
APPENDIX A — SPECIFIC ITEMS AFFECTING NET INCOME
(in thousands of U.S. dollars, except per share data)

Set forth below is a reconciliation of the Partnership’s unaudited adjusted net income attributable to the partners, a non-GAAP financial measure, to net income attributable to the partners as determined in accordance with GAAP. The Partnership believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Partnership’s financial performance. The items below are also typically excluded by securities analysts in their published estimates of the Partnership’s financial results. Adjusted net income attributable to the partners is intended to provide additional information and should not be considered a substitute for measures of performance prepared in accordance with GAAP.

		Three Months Ended				Year Ended
		December 31, 2010				December 31, 2010
		(unaudited)				(unaudited)
Net income — GAAP basis			83,673				92,944
Less:
Net (income) attributable to Dropdown Predecessor			—				(2,258	)
Net (income) attributable to non-controlling interest			(7,301	)			(3,062	)
Net income attributable to the partners			76,372				87,624
Add (subtract) specific items affecting net income:
Foreign exchange gain(1)			(7,528	)			(27,420	)
Unrealized (gains) losses from derivative instruments(2)			(39,377	)			34,306
Unrealized (gains) losses from derivative instruments from equity accounted investees(2)			(6,384	)			6,453
Gain on sale of vessel and equipment			(4,340	)			(4,340	)
Restructuring charge(3)			—				175
Additional crew training charges relating to prior periods			—				1,961
Acquisition costs relating to the purchase of Excelsior and Excalibur Joint Ventures			2,000				2,000
Non-controlling interests’ share of items above			5,424				(4,990	)
Total adjustments			(50,205	)			8,145
Adjusted net income attributable to the partners			26,167				95,769

		Three Months Ended				Year Ended
		December 31, 2009				December 31, 2009
		(unaudited)				(unaudited)
Net income — GAAP basis			47,350				81,937
Less:
Net (income) attributable to Dropdown Predecessor			(2,185	)			(5,302	)
Net (income) attributable to non-controlling interest			(3,912	)			(29,310	)
Net income attributable to the partners			41,253				47,325
Add (subtract) specific items affecting net income:
Foreign currency exchange (gain) loss (1)			(8,675	)			10,835
Unrealized (gains) losses from derivative instruments(2)			(12,560	)			3,788
Unrealized (gains) losses from derivative instruments from equity accounted investees(2)			(3,853	)			(10,936	)
Restructuring charge(3)			197				3,250
Non-controlling interests’ share of items above			2,119				24,039
Total adjustments			(22,772	)			30,976
Adjusted net income attributable to the partners			18,481				78,301

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TEEKAY LNG PARTNERS L.P.
APPENDIX B — RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in thousands of U.S. dollars)

Description of Non-GAAP Financial Measure — Distributable Cash Flow (DCF)

Distributable cash flow represents net income adjusted for depreciation and amortization expense, non-cash items, estimated maintenance capital expenditures, gains and losses on vessel sales, unrealized gains and losses from derivatives, income from variable interest entity, deferred income taxes, foreign exchange related items and net income attributable to the Dropdown Predecessor before depreciation. 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 a partnership’s ability to make quarterly cash distributions. Distributable cash flow is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Partnership’s performance required by accounting principles generally accepted in the United States. The table below reconciles distributable cash flow to net income.

		Three Months
		Ended
		December 31, 2010
		(unaudited)
Net income			83,673
Add:
Depreciation and amortization			22,658
Partnership’s share of joint ventures DCF before estimated maintenance capital expenditures			6,805
Deferred income tax expense			605
Less:
Unrealized gain from derivatives and other non-cash items			(37,539	)
Estimated maintenance capital expenditures			(10,944	)
Equity income from joint ventures			(10,526	)
Unrealized foreign exchange gain			(7,528	)
Gain on sale of vessel			(4,340	)
Distributable Cash Flow before Non-controlling interest			42,864
Non-controlling interests’ share of DCF before estimated maintenance capital expenditures			(3,522	)
Distributable Cash Flow			39,342

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TEEKAY LNG PARTNERS L.P.
APPENDIX C — SUPPLEMENTAL SEGMENT INFORMATION
(in thousands of U.S. dollars)

		Three Months Ended December 31, 2010
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment				Total
Net voyage revenues(1)			66,661				30,170				96,831
Vessel operating expenses			10,914				9,631				20,545
Depreciation and amortization			15,173				7,485				22,658
General and administrative			3,948				3,618				7,566
Gain on sale of vessel			(4,340	)			—				(4,340	)
Income from vessel operations			40,966				9,436				50,402

		Three Months Ended December 31, 2009
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment(2)				Total
Net voyage revenues(1)			67,563				27,715				95,278
Vessel operating expenses			13,426				11,344				24,770
Depreciation and amortization			15,428				6,866				22,294
General and administrative			3,383				3,034				6,417
Restructuring charge			24				173				197
Income from vessel operations			35,302				6,298				41,600

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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 Partnership’s future growth opportunities; the timing and certainty of the outcome of the reviews by the Partnership’s Board of Directors and its Conflicts Committee regarding the offer to acquire from Teekay Corporation its interest in the Angola LNG project and the impact on future cash flows; the timing of LNG and LPG/Multigas newbuilding deliveries and incremental cash flows relating long-term, fixed-rate contracts serviced by these newbuildings; the growth opportunities in floating LNG regasification market; the Partnership’s financial position, including available liquidity; and the potential for the Partnership to acquire additional vessels and long-term charters from third parties. 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: the unit price of equity offerings to finance acquisitions; changes in production of LNG or LPG, either generally or in particular regions; required approvals by the Conflicts Committee of the Board of Directors of the Partnership’s general partner to acquire any projects offered to the Partnership by Teekay Corporation; less than anticipated revenues or higher than anticipated costs or capital requirements; changes in trading patterns 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 and inability of the Partnership to renew or replace long-term contracts; LNG and LPG/Multigas project delays or shipyard production delays which would change the expected timing and cost of newbuild vessel deliveries; the Partnership’s ability to raise financing to purchase additional vessels or to pursue LNG or LPG/Multigas projects; changes to the amount or proportion of revenues, expenses, or debt service costs denominated in foreign currencies; 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, 2009. 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.

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TEEKAY LNG PARTNERS L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands of U.S. dollars)

		Three Months Ended December 31, 2010
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment				Total
Income from vessel operations			40,966				9,436				50,402
Depreciation and amortization			15,173				7,485				22,658
Tangguh LNG revenue accounted for as direct financing leases			(10,677	)			—				(10,677	)
Tangguh LNG cash flow from time-charter contracts			12,221				—				12,221
Gain on sale of vessel			(4,340	)			—				(4,340	)
Realized loss on Toledo Spirit derivative contract			—				(1,919	)			(1,919	)
Cash flow from vessel operations(1)			53,343				15,002				68,345

		Three Months Ended December 31, 2009
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment(2)				Total
Income from vessel operations			35,302				6,298				41,600
Depreciation and amortization			15,428				6,866				22,294
Tangguh LNG revenue accounted for as direct financing leases			(10,486	)			—				(10,486	)
Tangguh LNG cash flow from time-charter contracts			11,946				—				11,946
Dropdown Predecessor cash flow from vessel operations			—				(4,684	)			(4,684	)
Realized loss on Toledo Spirit derivative contract			—				(940	)			(940	)
Cash flow from vessel operations(1)			52,190				7,540				59,730

TEEKAY LNG PARTNERS L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
CONTINUED
(in thousands of U.S. dollars)

		Three Months Ended December 31, 2010
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment				Total
Voyage revenues			66,645				30,871				97,516
Voyage (recoveries) expenses			(16	)			701				685
Net voyage revenues(1)			66,661				30,170				96,831

		Three Months Ended December 31, 2009
		(unaudited)
		Liquefied Gas				Conventional Tanker
		Segment				Segment(2)				Total
Voyage revenues			67,858				27,959				95,817
Voyage expenses			295				244				539
Net voyage revenues(1)			67,563				27,715				95,278

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: February 28, 2011		By:		/s/ Peter Evensen   Peter Evensen
				Chief Executive Officer and Chief Financial Officer
				(Principal Financial and Accounting Officer)