Edgar Filing: Teekay LNG Partners L.P.

TEEKAY LNG PARTNERS L.P.

Date: February 21, 2014

/s/ Peter Evensen

Peter Evensen

Chief Executive Officer and Chief Financial Officer

(Principal Financial and Accounting Officer)

6-K

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: February 21, 2014

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, HM08 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 x 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 x

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 x

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

Attached as Exhibit I is a copy of an announcement of Teekay LNG Partners L.P. dated February 21, 2014.

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.

4^th 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 $63.4 million in the fourth quarter of 2013, an increase of 18 percent from the fourth quarter of 2012.

•

Declared fourth quarter 2013 cash distribution of $0.6918 per unit, an increase of 2.5 percent from the previous quarter.

•

In November 2013, acquired and bareboat chartered-back a second LNG carrier newbuilding with Awilco LNG.

•

In November 2013, exercised an option for one additional MEGI LNG carrier newbuilding to be delivered in 2017.

•

Total liquidity of approximately $332 million as at December 31, 2013.

Hamilton, Bermuda, February 20, 2014 – Teekay 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 December 31, 2013. During the fourth quarter of 2013, the Partnership generated distributable cash flow⁽¹⁾ of $63.4 million, compared to $53.6 million in the same quarter of the previous year. The increase in distributable cash flow was primarily due to the Partnership’s acquisition of a 50 percent interest in Exmar LPG BVBA, a liquefied petroleum gas (LPG) carrier joint venture with Exmar N.V. (Exmar), in February 2013 and its acquisition and charter-back of two liquefied natural gas (LNG) carriers from Awilco LNG ASA (Awilco) in September and November 2013. The increase was partially offset by reduced cash flow following the sale of the Tenerife Spirit conventional tanker in December 2013.

On January 15, 2014, the Partnership declared a cash distribution of $0.6918 per unit for the quarter ended December 31, 2013, an increase of $0.0168 per unit, or 2.5 percent, from the previous quarter. The cash distribution was paid on February 14, 2014 to all unitholders of record on January 31, 2014.

“Teekay LNG continued on its course of steady growth in 2013 with the accretive acquisition-charterback transactions with Awilco LNG, which enabled us to increase the Partnership’s fourth quarter distribution by 2.5 percent to $0.6918 per unit,” commented Peter Evensen, Chief Executive Officer of Teekay GP LLC. “Looking ahead, in addition to the two MEGI LNG carrier newbuildings chartered to Cheniere starting in 2016, we expect the Partnership’s three currently unchartered MEGI LNG carrier newbuildings delivering in 2017 will be well-positioned to take advantage of the anticipated strong LNG shipping fundamentals relating to the expected start-up of several new LNG liquefaction projects beginning in 2016,” Mr. Evensen continued. “In addition to securing employment for these three unchartered newbuildings, the Partnership is also engaged in LNG shipping and floating regasification project tender opportunities with expected start-up dates in the same timeframe.”

Mr. Evensen added, “With 100 percent of Teekay LNG’s on-the-water LNG carrier fleet operating under fixed-rate contracts with an average remaining duration of 12 years, the Partnership is largely insulated from the recent declines in spot LNG shipping rates. Over the next three years, only two of Teekay LNG’s LNG carriers, both of which are 52-percent owned, are scheduled to roll-off their existing contracts, limiting the Partnership’s exposure to any short-term rate volatility through 2016.”

(1)

Distributable cash flow is a non-GAAP financial measure used by certain investors to measure the financial performance of the Partnership and other master limited partnerships. Please see Appendix B for a reconciliation of this non-GAAP measure to the most directly comparable financial measure under United States generally accepted accounting principles (GAAP).

- more -

Recent Transactions

Exercised Option for an Additional LNG Carrier Newbuilding

In November 2013, Teekay LNG exercised an option with Daewoo Shipbuilding & Marine Engineering Co., Ltd. (DSME) of South Korea for one additional 173,400 cubic meter (cbm) LNG carrier newbuilding. This vessel will be equipped with the M-type, Electronically Controlled, Gas Injection (MEGI) twin engines, which are expected to be significantly more fuel-efficient and have lower emission levels than other engines currently being utilized in LNG shipping. The Partnership intends to secure long-term charter contract employment for the vessel prior to its delivery in 2017. In connection with exercising the option in November 2013, the Partnership was also able to delay the delivery dates for the two 173,400 cbm LNG carrier newbuildings ordered in July 2013 from 2016 to 2017 to better coincide with the expected timing of new LNG shipping projects. Currently, the Partnership has options with DSME for up to three additional LNG carrier newbuildings.

Acquisition and Bareboat Charter-Back of Second LNG Carrier Newbuilding

In September 2013, Teekay LNG agreed to acquire a second 155,900 cbm LNG carrier newbuilding from Awilco on similar terms as the first vessel. The second vessel was delivered to the Partnership in late-November 2013 and bareboat-chartered to Awilco on a four-year fixed-rate charter contract (plus a one-year extension option) with a fixed-price purchase obligation at the end of the initial term (and option period). Similar to the first Awilco vessel, the second vessel’s purchase price was $205 million less a $50 million upfront prepayment of charter hire by Awilco, which is in addition to the daily bareboat charter rate.

Exmar LPG Joint Venture Secured Long-term Contracts

In late January 2014, Exmar LPG BVBA, the Partnership’s LPG joint venture with Exmar NV, was awarded two five-year fixed-rate time-charter contracts, up to a maximum of 10 years, with Statoil ASA. The contracts are expected to be serviced by two LPG carrier newbuildings currently under construction at Hanjin Heavy Industries and Construction Co., Ltd., which are scheduled for delivery in 2016.

Also in late January 2014, Exmar LPG BVBA was awarded two 10-year fixed-rate time-charter contracts with Potash Corporation. The contracts will be serviced by two of Exmar LPG BVBA’s existing on-the-water LPG carriers.

- more -

Financial Summary

The Partnership reported adjusted net income attributable to the partners⁽¹⁾ (as detailed in Appendix A to this release) of $46.2 million for the quarter ended December 31, 2013, compared to $38.5 million for the same period of the prior year. Adjusted net income attributable to the partners excludes a number of specific items that had the net effect of increasing net income by $1.3 million and decreasing net income by $10.3 million for the three months ended December 31, 2013 and 2012, respectively, as detailed in Appendix A. Including these items, the Partnership reported net income attributable to the partners, on a GAAP basis, of $47.5 million and $28.2 million for the three months ended December 31, 2013 and 2012, respectively. Adjusted net income attributable to the partners for the three months ended December 31, 2013 increased from the same period in the prior year, mainly due to the acquisitions of the two LNG carriers from Awilco and the acquisition of the Partnership’s 50 percent interest in Exmar LPG BVBA in February 2013.

For the year ended December 31, 2013, the Partnership reported adjusted net income attributable to the partners⁽¹⁾ (as detailed in Appendix A to this release) of $175.0 million, compared to $156.3 million for the prior year. Adjusted net income attributable to the partners excludes a number of specific items that had the net effect of increasing net income by $26.2 million and decreasing net income by $32.6 million for the year ended December 31, 2013 and 2012, respectively, as detailed in Appendix A. Including these items, the Partnership reported net income attributable to the partners, on a GAAP basis, of $201.2 million and $123.7 million for the year ended December 31, 2013 and 2012, respectively. Adjusted net income attributable to the partners for the year ended December 31, 2013 increased from the same period in the prior year, mainly due to the acquisitions of the two LNG carriers from Awilco, the acquisition of the Partnership’s 50 percent interest in Exmar LPG BVBA in February 2013 and the acquisition of the Partnership’s 52 percent interest in six LNG carriers from A.P. Moller-Maersk A/S in February 2012.

For accounting purposes, the Partnership is required to recognize the changes in the fair value of its outstanding derivative instruments that are not designated as hedges for accounting purposes in net income. 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 as detailed in notes 5, 6 and 7 to the Summary Consolidated Statements of Income and Comprehensive Income included in this release.

(1)

Adjust net income attributable to the patterns is a non-GAAP financial measure. Please refer to Appendix A to this release for a reconciliation of this non-GAAP measure to the most directly comparable financial measure under GAAP and information about specific items affecting net income which are typically excluded by securities analysts in their published estimates of the Partnership’s financial results.

- more -

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 F for further details).


	Three Months Ended						Three Months Ended
	December 31, 2013						December 31, 2012
	(unaudited)						(unaudited)
(in thousands of U.S. Dollars)	Liquefied Gas Segment		Conventional Tanker Segment		Total		Liquefied Gas Segment		Conventional Tanker Segment		Total
Net voyage revenues⁽ⁱ⁾		77,166		26,823		103,989		70,545		27,364		97,909
Vessel operating expenses		14,106		11,058		25,164		13,846		11,924		25,770
Depreciation and amortization		17,916		6,229		24,145		17,359		8,868		26,227
CFVO from consolidated vessels⁽ⁱⁱ⁾		63,246		10,964		74,210		54,285		13,069		67,354
CFVO from equity accounted vessels⁽ⁱⁱⁱ⁾		52,626		—		52,626		38,498		—		38,498
Total CFVO⁽ⁱⁱ⁾		115,872		10,964		126,836		92,783		13,069		105,852

(i)

Net voyage revenues represents voyage revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage commissions. Net voyage revenues is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please see Appendix C for a reconciliation of this non-GAAP measure as used in this release to the most directly comparable GAAP financial measure.

(ii)

Cash flow from vessel operations (CFVO) from consolidated vessels represents income from vessel operations before (a) depreciation and amortization expense, (b) amortization of in-process revenue contracts, (c) loan loss recovery, (d) write down of vessels, and includes (e) adjustments for direct financing leases and on two Suezmax tankers to a cash basis. CFVO is included because certain investors use this data to measure a company’s financial performance. CFVO is not required by GAAP and should not be considered as an alternative to net income, equity income or any other indicator of the Partnership’s performance required by GAAP. Please see Appendix E for a reconciliation of CFVO from consolidated vessels (a non-GAAP measure) as used in this release to the most directly comparable GAAP financial measure.

(iii)

The Partnership’s equity accounted investments for the three months ended December 31, 2013 and 2012 include the Partnership’s 40 percent interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s 50 percent interest in the Excalibur and Excelsior joint ventures with Exmar, which own one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent interest in four LNG carriers servicing the Angola LNG Project; and the Partnership’s 52 percent interest in Malt LNG Netherlands Holdings B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers (Malt LNG Carriers). The Partnership’s equity accounted investments for the three months ended December 31, 2013 also includes the Partnership’s 50 percent interest in Exmar LPG BVBA, the joint venture between the Partnership and Exmar, acquired in February 2013, which currently owns and charters-in 28 vessels in the LPG carrier segment, including 12 newbuildings. Please see Appendix F for a description and reconciliation of CFVO from equity accounted vessels (a non-GAAP measure) as used in this release to the most directly comparable GAAP financial measure.

Liquefied Gas Segment

Cash flow from vessel operations from the Partnership’s Liquefied Gas segment, excluding equity accounted vessels, increased to $63.2 million in the fourth quarter of 2013 from $54.3 million in the same quarter of the prior year. The increase is primarily the result of the acquisition of the two LNG carriers from Awilco in September and November 2013.

Cash flow from vessel operations from the Partnership’s equity accounted vessels in the Liquefied Gas segment increased to $52.6 million in the fourth quarter of 2013 from $38.5 million in the same quarter of the prior year. This increase was primarily due to the acquisition of a 50 percent interest in the Exmar LPG BVBA joint venture in February 2013 and an increase in the revenue relating to one of the Malt LNG Carriers, which commenced a new three-year charter contract at a higher rate during the third quarter of 2013.

Conventional Tanker Segment

Cash flow from vessel operations from the Partnership’s Conventional Tanker segment decreased to $11.0 million in the fourth quarter of 2013 from $13.1 million in the same quarter of the prior year, primarily due to the sale of the Tenerife Spirit in mid-December 2013 and the scheduled dry docking of two Suezmax tankers which resulted in 48 days of off-hire in the fourth quarter of 2013. This decrease was partially offset by an increase in the tanker rates for two of the Partnership’s Suezmax tankers in the fourth quarter of 2013.

- more -

Teekay LNG’s Fleet

The following table summarizes the Partnership’s fleet as of February 1, 2014:


	Number of Vessels
	Owned Vessels			In-Chartered Vessels			Newbuildings			Total
LNG Carrier Fleet		29	⁽ⁱ⁾		—			5			34
LPG/Multigas Carrier Fleet		16	⁽ⁱⁱ⁾		5	⁽ⁱⁱⁱ⁾		12	⁽ⁱⁱⁱ⁾		33
Conventional Tanker Fleet		10			—			—			10

Total		55			5			17			77

(i)	The Partnership’s ownership interests in these vessels range from 33 percent to 100 percent.

(ii)	The Partnership’s ownership interests in these vessels range from 50 percent to 99 percent.

(iii)

The Partnership’s interest in these vessels is 50 percent.

Liquidity and Continuous Offering Program Update

In May 2013, the Partnership implemented a continuous offering program (COP) under which the Partnership may issue new common units, representing limited partner interests, at market prices up to a maximum aggregate amount of $100 million. Through to December 31, 2013, the Partnership had sold an aggregate of 124,071 common units under the COP, generating net proceeds of approximately $4.9 million (including the Teekay LNG general partner’s 2 percent proportionate capital contribution and net of offering costs). The Partnership did not sell any units under the COP during the fourth quarter of 2013.

As of December 31, 2013, the Partnership had total liquidity of $332.2 million (comprised of $139.5 million in cash and cash equivalents and $192.7 million in undrawn credit facilities).

- more -

Conference Call

The Partnership plans to host a conference call on Friday, February 21, 2014 at 11:00 a.m. (ET) to discuss the results for the fourth quarter and fiscal year of 2013. All unitholders and interested parties are invited to listen to the live conference call by choosing from the following options:

•

By dialing (866) 322-2356 or (416) 640-3405, if outside North America, and quoting conference ID code 2916125.

•

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

A supporting Fourth Quarter and Fiscal Year 2013 Earnings Presentation will also be available at www.teekaylng.com in advance of the conference call start time.

The conference call will be recorded and made available until Friday, February 28, 2014. 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 2916125.

About Teekay LNG Partners L.P.

Teekay LNG Partners is the world’s second largest independent owner and operator of LNG carriers, providing LNG, LPG and crude oil marine transportation services primarily under long-term, fixed-rate charter contracts through its interests in 34 LNG carriers (including one LNG regasification unit and five newbuildings), 33 LPG/Multigas carriers (including five chartered-in LPG carriers and 12 newbuildings) and 10 conventional tankers. The Partnership’s interests in these vessels range from 33 to 100 percent. 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 trade on the New York Stock Exchange under the symbol “TGP”.

For Investor Relations enquiries contact:

Ryan Hamilton

Tel: +1 (604) 609-6442

Website: www.teekaylng.com

- more -

TEEKAY LNG PARTNERS L.P.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands of U.S. Dollars, except units outstanding)


	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2013			2013			2012			2013			2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
VOYAGE REVENUES		104,858			100,692			98,236			399,276			392,900
OPERATING EXPENSES
Voyage expenses		869			373			327			2,857			1,772
Vessel operating expenses⁽¹⁾		25,164			24,655			25,770			99,949			94,536
Depreciation and amortization		24,145			24,440			26,227			97,884			100,474
General and administrative⁽¹⁾		5,438			4,793			5,223			20,444			18,960
Loan loss (recovery) provision⁽²⁾		(3,804	)		3,804			—			—			—
Restructuring charge⁽³⁾		1,786			—			—			1,786			—
Write down of vessels⁽⁴⁾		—			—			29,367			—			29,367

Total operating expenses		53,598			58,065			86,914			222,920			245,109

Income from vessel operations		51,260			42,627			11,322			176,356			147,791

OTHER ITEMS
Equity income⁽⁵⁾		28,602			28,831			29,634			123,282			78,866
Interest expense		(15,775	)		(13,548	)		(13,265	)		(55,703	)		(54,211	)
Interest income		1,019			656			771			2,972			3,502
Realized and unrealized (loss) gain on derivative instruments⁽⁶⁾		(5,238	)		(11,143	)		14,373			(14,000	)		(29,620	)
Foreign exchange loss⁽⁷⁾		(5,188	)		(16,068	)		(6,255	)		(15,832	)		(8,244	)
Other income – net		214			306			615			1,396			1,683

		3,634			(10,966	)		25,873			42,115			(8,024	)

Net income before tax expense		54,894			31,661			37,195			218,471			139,767
Income tax expense		(2,722	)		(791	)		(75	)		(5,156	)		(625	)

Net income		52,172			30,870			37,120			213,315			139,142

Other comprehensive income (loss):
Unrealized net gain (loss) on qualifying cash flow hedging instruments in equity accounted joint ventures		1,680			(1,549	)		—			131			—

Other comprehensive income (loss):		1,680			(1,549	)		—			131			—

Comprehensive income		53,852			29,321			37,120			213,446			139,142

Non-controlling interest in net income		4,644			1,262			8,895			12,073			15,437
General Partner’s interest in net income		7,338			5,784			5,440			25,365			21,303
Limited partners’ interest in net income		40,190			23,824			22,785			175,877			102,402
Weighted-average number of common units outstanding:
• Basic		73,971,294			70,451,950			69,683,763			70,965,496			66,328,496
• Diluted		73,995,463			70,474,732			69,683,763			70,996,869			66,328,496
Total number of units outstanding at end of period		74,196,294			70,746,294			69,683,763			74,196,294			69,683,763

(1)

To more closely align the Partnership’s Statement of Income and Comprehensive Income presentation to many of its peers, the cost of ship management services of $2.0 million and $7.8 million for the three months and year ended December 31, 2013, respectively, and $2.0 million for the three months ended September 30, 2013, have been included as vessel operating expenses. Prior to 2013, the Partnership included these amounts in general and administrative expenses. All such costs incurred in comparative periods have been reclassified from general and administrative expenses to vessel operating expenses to conform to the presentation adopted in the current period. The amounts reclassified were $2.1 million and $8.2 million for the three months and year ended December 31, 2012, respectively.

- more -

(2)

In early-2012, Teekay BLT Corporation (Teekay Tangguh Joint Venture), in which the Partnership has a 69 percent ownership interest, advanced amounts to P.T. Berlian Laju Tanker, the parent company of the non-controlling shareholder of the Teekay Tangguh Joint Venture, as an advance of dividends. In July 2012, P.T. Berlian Laju Tanker entered into a court-supervised restructuring in Indonesia in order to restructure its debts. In September 2013, the Teekay Tangguh Joint Venture recorded a $3.8 million loan loss provision relating to the advances to P.T. Berlian Laju Tanker, as it was probable, at that time, that the carrying value of the loan was impaired. However, during the fourth quarter of 2013, as P.T. Berlian Laju Tanker had sufficiently restructured its business, the Teekay Tangguh Joint Venture reassessed the probability of collectability of this advance and reversed the loan loss provision previously recorded in September 2013. On February 1, 2014, the Teekay Tangguh Joint Venture declared dividends of $69.5 million of which $14.4 million was used to offset the total advances to its non-controlling shareholder and P.T. Berlian Laju Tanker.

(3)	Restructuring charge primarily relates to seafarer severance payments upon sale of two conventional tankers under capital lease.

(4)

The carrying value of three of the Partnership’s conventional Suezmax tankers (the Tenerife Spirit, Algeciras Spirit and Huelva Spirit) was written down during the three months and year ended December 31, 2012 due to the expected termination of their time-charter contracts in 2013 and 2014. The estimated fair value was based on a discounted cash flow approach and such estimates of cash flows were based on existing time-charter contracts, lease obligations and budgeted operating costs.

(5)	Equity income includes unrealized gains on derivative instruments and any ineffectiveness for any derivative instruments designated as hedges for accounting purposes as detailed in the table below:


	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2013			2013			2012			2013			2012
Equity income		28,602			28,831			29,634			123,282			78,866
Proportionate share of unrealized gains on derivative instruments		(5,798	)		(1,900	)		(9,599	)		(26,432	)		(5,548	)
Proportionate share of ineffective portion of hedge accounted interest rate swap		514			—			—			514			—

Equity income excluding unrealized gains on derivative instruments and ineffective portion of hedge accounted interest rate swap		23,318			26,931			20,035			97,364			73,318

(6)	The realized losses relate to the amounts the Partnership actually paid to settle derivative instruments and the unrealized (losses) gains relate to the change in fair value of such derivative instruments as detailed in the table below:


	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2013			2013			2012			2013			2012
Realized (losses) gains relating to:
Interest rate swaps		(9,535	)		(9,532	)		(9,614	)		(38,089	)		(37,427	)
Toledo Spirit time-charter derivative contract		641			903			945			1,521			907

		(8,894	)		(8,629	)		(8,669	)		(36,568	)		(36,520	)

Unrealized gains (losses) relating to:
Interest rate swaps		2,556			(2,314	)		21,442			18,868			5,200
Toledo Spirit time-charter derivative contract		1,100			(200	)		1,600			3,700			1,700

		3,656			(2,514	)		23,042			22,568			6,900

Total realized and unrealized (losses) gains on derivative instruments		(5,238	)		(11,143	)		14,373			(14,000	)		(29,620	)

(7)

For accounting purposes, the Partnership is required to revalue all foreign currency-denominated monetary assets and liabilities based on the prevailing exchange rate at the end of each reporting period. This revaluation does not affect the Partnership’s cash flows or the calculation of distributable cash flow, but results in the recognition of unrealized foreign currency translation gains or losses in the consolidated statements of income and comprehensive income.

Foreign exchange loss includes realized (losses) gains relating to the amounts the Partnership received (paid) to settle the Partnership’s non-designated cross currency swap that was entered into as an economic hedge in relation to the Partnership’s Norwegian Kroner (NOK)-denominated unsecured bonds. The Partnership issued NOK 700 million and NOK 900 million of unsecured bonds in May 2012 and September 2013 that mature in 2017 and 2018, respectively. Foreign exchange loss also includes unrealized (losses) gains relating to the change in fair value of such derivative instruments, partially offset by unrealized gains (losses) on the revaluation of the NOK bonds as detailed in the table below:


	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2013			2013			2012			2013			2012
Realized (losses) gains on cross-currency swaps		(216	)		(113	)		102			(338	)		257
Unrealized (losses) gains on cross-currency swaps		(2,832	)		(3,650	)		4,516			(15,404	)		(2,677	)
Unrealized gains (losses) on revaluation of NOK bonds		2,512			(723	)		(3,523	)		12,257			(791	)

- more -

TEEKAY LNG PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. Dollars)


	As at December 31,		As at September 30,			As at December 31,
	2013		2013			2012
	(unaudited)		(unaudited)			(unaudited)
ASSETS
Current
Cash and cash equivalents		139,481		118,131			113,577
Restricted cash – current		—		2,996			34,160
Accounts receivable		19,844		19,869			13,408
Prepaid expenses		5,756		7,720			5,836
Current portion of derivative assets		18,444		18,449			17,212
Current portion of net investments in direct financing leases		16,441		11,747			6,656
Current portion of advances to joint venture partner		14,364		—			—
Advances to affiliates		6,634		3,798			13,864

Total current assets		220,964		182,710			204,713

Restricted cash – long-term		497,298		496,351			494,429
Vessels and equipment
At cost, less accumulated depreciation		1,253,763		1,260,588			1,286,957
Vessels under capital leases, at cost, less accumulated depreciation		571,692		607,026			624,059
Advances on newbuilding contracts		97,207		77,854			38,624

Total vessels and equipment		1,922,662		1,945,468			1,949,640

Investment in and advances to equity accounted joint ventures		671,789		649,851			409,735
Net investments in direct financing leases		683,254		538,964			396,730
Advances to joint venture partner		—		10,200			14,004
Other assets		28,284		29,964			25,233
Derivative assets		62,867		80,439			145,347
Intangible assets – net		96,845		99,769			109,984
Goodwill – liquefied gas segment		35,631		35,631			35,631

Total assets		4,219,594		4,069,347			3,785,446

LIABILITIES AND EQUITY
Current
Accounts payable		1,741		2,260			2,178
Accrued liabilities		45,796		37,013			38,134
Unearned revenue		15,455		10,146			19,417
Current portion of long-term debt		97,114		88,096			86,489
Current obligations under capital lease		31,668		157,649			70,272
Current portion of derivative liabilities		76,980		72,024			48,046
Advances from affiliates		19,270		16,870			12,083

Total current liabilities		288,024		384,058			276,619

Long-term debt		1,680,393		1,645,302			1,326,864
Long-term obligations under capital lease		566,661		472,621			567,302
Long-term unearned revenue		36,689		36,521			38,570
Other long-term liabilities		73,140		73,589			73,568
Derivative liabilities		130,903		154,261			248,249

Total liabilities		2,775,810		2,766,352			2,531,172

Equity
Limited partners		1,338,133		1,206,043			1,165,634
General Partner		52,526		48,502			47,346
Accumulated other comprehensive income (loss)		131		(1,549	)		—

Partners’ equity		1,390,790		1,252,996			1,212,980
Non-controlling interest ⁽¹⁾		52,994		49,999			41,294

Total equity		1,443,784		1,302,995			1,254,274

Total liabilities and total equity		4,219,594		4,069,347			3,785,446

(1)

Non-controlling interest includes a 30 percent equity interest in the RasGas II project (which owns three LNG carriers), a 31 percent equity interest in the Tangguh Project (which owns two LNG carriers), a 1 percent equity interest in two LNG carriers (Arctic Spirit and Polar Spirit), a 1 percent equity interest in the Excalibur joint venture (which owns one LNG carrier), a 1 percent equity interest in the five LPG/Multigas carriers that are chartered out to I.M. Skaugen ASA, and a 1 percent equity interest in two LNG carriers chartered out to Awilco, which in each case represents the ownership interest not owned by the Partnership.

- more -

TEEKAY LNG PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. Dollars)


	Year Ended			Year Ended
	December 31,			December 31,
	2013			2012
	$			$
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
Net income		213,315			139,142
Non-cash items:
Unrealized (gain) loss on derivative instruments		(22,568	)		(6,900	)
Depreciation and amortization		97,884			100,474
Write down of vessels		—			29,367
Unrealized foreign currency exchange gain		16,019			8,923
Equity income, net of dividends received of $13,738 (2012 - $14,700)		(109,544	)		(64,166	)
Amortization of deferred debt issuance costs and other		5,551			(27	)
Change in operating assets and liabilities		10,078			(7,307	)
Expenditures for dry docking		(27,203	)		(7,493	)

Net operating cash flow		183,532			192,013

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		719,300			500,335
Debt issuance costs		(3,362	)		(2,065	)
Scheduled repayments of long-term debt		(86,609	)		(84,666	)
Prepayments of long-term debt		(270,000	)		(324,274	)
Scheduled repayments of capital lease obligations		(10,315	)		(10,161	)
Proceeds from equity offerings, net of offering costs		190,520			182,316
Advances to joint venture partners and equity accounted joint ventures		(16,822	)		(3,600	)
Decrease (increase) in restricted cash		27,761			(31,217	)
Cash distributions paid		(215,416	)		(195,909	)
Other		(373	)		(385	)

Net financing cash flow		334,684			30,374

INVESTING ACTIVITIES
Purchase of equity accounted investments		(135,790	)		(170,067	)
Receipts from direct financing leases		11,641			6,155
Expenditures for vessels and equipment		(368,163	)		(39,894	)
Other		—			1,369

Net investing cash flow		(492,312	)		(202,437	)

Increase in cash and cash equivalents		25,904			19,950
Cash and cash equivalents, beginning of the year		113,577			93,627

Cash and cash equivalents, end of the year		139,481			113,577

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX A – SPECIFIC ITEMS AFFECTING NET INCOME

(in thousands of U.S. Dollars)

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						December 31
	2013			2012			2013			2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net income – GAAP basis		52,172			37,120			213,315			139,142
Less:
Net income attributable to non-controlling interest		(4,644	)		(8,895	)		(12,073	)		(15,437	)

Net income attributable to the partners		47,528			28,225			201,242			123,705
Add (subtract) specific items affecting net income:
Unrealized foreign currency exchange losses⁽¹⁾		4,866			6,300			15,674			8,213
Unrealized gains from derivative instruments⁽²⁾		(3,656	)		(23,042	)		(22,568	)		(6,900	)
Unrealized gains from derivative instruments and other items from equity accounted investees⁽³⁾		(5,284	)		(8,849	)		(25,918	)		(3,721	)
Loan loss recovery⁽⁴⁾		(3,804	)		—			—			—
Restructuring charge⁽⁵⁾		1,786			—			1,786			—
Income tax expense⁽⁶⁾		3,050			—			3,050			—
Write down of vessels⁽⁷⁾		—			29,367			—			29,367
Non-controlling interests’ share of items above⁽⁸⁾		1,738			6,497			1,689			5,650

Total adjustments		(1,304	)		10,273			(26,287	)		32,609

Adjusted net income attributable to the partners		46,224			38,498			174,955			156,314

(1)

Unrealized foreign exchange losses primarily relate to the Partnership’s revaluation of all foreign currency-denominated monetary assets and liabilities based on the prevailing exchange rate at the end of each reporting period and unrealized loss on the cross-currency swap economically hedging the Partnership’s NOK bond and exclude the realized gains relating to the cross currency swap for the NOK bonds.

(2)	Reflects the unrealized losses (gains) due to changes in the mark-to-market value of derivative instruments that are not designated as hedges for accounting purposes.

(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 any derivative instruments designated as hedges for accounting purposes within the Partnership’s equity-accounted investments. In addition, it also reflects $1.1 million of acquisition-related costs during the year ended December 31, 2012 relating to the acquisition of the Malt LNG Carriers in February 2012 and a $0.8 million provision during the three months and year ended December 31, 2012 relating to a prior year customer claim from the Excalibur and Excelsior joint ventures.

(4)

In early-2012, Teekay BLT Corporation, in which the Partnership has a 69 percent ownership interest, advanced amounts to P.T. Berlian Laju Tanker, the parent company of the non-controlling shareholder of the Teekay Tangguh Joint Venture, as an advance of dividends. In July 2012, P.T. Berlian Laju Tanker entered into a court-supervised restructuring in Indonesia in order to restructure its debts. In September 2013, the Teekay Tangguh Joint Venture recorded a $3.8 million loan loss provision relating to the advances to P.T. Berlian Laju Tanker, as it was probable, at that time, that the carrying value of the loan was impaired. However, during the fourth quarter of 2013, as P.T. Berlian Laju Tanker had sufficiently restructured its business, the Teekay Tangguh Joint Venture reassessed the probability of collectability of this advance and reversed the loan loss provision previously recorded in September 2013. On February 1, 2014, the Teekay Tangguh Joint Venture declared dividends of $69.5 million of which $14.4 million was used to offset the total advances to its non-controlling shareholder and P.T. Berlian Laju Tanker.

(5)	Restructuring charge primarily relates to seafarer severance payments upon sale of two conventional tankers under capital lease.

(6)	Reflects an annual adjustment to the Partnership’s valuation allowance for its deferred tax assets.

(7)

The carrying value of three of the Partnership’s conventional Suezmax tankers (the Tenerife Spirit, Algeciras Spirit and Huelva Spirit) was written down during the three months and year ended December 31, 2012 due to the expected termination of their time-charter contracts in 2013 and 2014. The estimated fair value was based on a discounted cash flow approach and such estimates of cash flows were based on existing time-charter contracts, lease obligations and budgeted operating costs.

(8)

Items affecting net income include items from the Partnership’s wholly-owned subsidiaries, its consolidated non-wholly-owned subsidiaries and its proportionate share of items from equity accounted for investments. 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 items listed in the table.

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX B – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

DISTRIBUTABLE CASH FLOW (DCF)

(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, unrealized gains and losses from derivatives, distributions relating to equity financing of newbuilding installments, loan loss recovery, equity income, write down of vessels, adjustments for direct financing leases to a cash basis, deferred income taxes and foreign exchange related items. 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 GAAP and should not be considered as an alternative to net income or any other indicator of the Partnership’s performance required by GAAP. The table below reconciles distributable cash flow to net income.


	Three Months Ended			Three Months Ended
	December 31, 2013			December 31, 2012
	(unaudited)			(unaudited)
Net income:		52,172			37,120
Add:
Depreciation and amortization		24,145			26,227
Partnership’s share of equity accounted joint ventures’ DCF before estimated maintenance and capital expenditures		37,944			27,748
Write down of vessels		—			29,367
Unrealized foreign exchange loss		4,866			6,300
Distributions relating to equity financing of newbuildings		1,261			—
Direct finance lease payments received in excess of revenue recognized		3,950			1,475
Deferred income tax		3,050			504
Less:
Loan loss recovery		(3,804	)		—
Unrealized loss on derivatives and other non-cash items		(6,689	)		(27,346	)
Estimated maintenance capital expenditures		(20,282	)		(14,345	)
Equity income		(28,602	)		(29,634	)

Distributable Cash Flow before Non-controlling interest		68,011			57,416
Non-controlling interests’ share of DCF before estimated maintenance capital expenditures		(4,625	)		(3,817	)

Distributable Cash Flow		63,386			53,599

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX C – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

NET VOYAGE REVENUES

(in thousands of U.S. Dollars)

Description of Non-GAAP Financial Measure – Net Voyage Revenues

Net voyage revenues represents voyage revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage commissions. Net voyage revenues is included because certain investors use this data to measure the financial performance of shipping companies. Net voyage revenues is not required by GAAP and should not be considered as an alternative to voyage revenues or any other indicator of the Partnership’s performance required by GAAP.


	Three Months Ended December 31, 2013
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment		Total
Voyage revenues		77,166			27,692		104,858
Voyage expenses		—			869		869

Net voyage revenues		77,166			26,823		103,989


	Three Months Ended December 31, 2012
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment		Total
Voyage revenues		70,489			27,747		98,236
Voyage (recoveries) expenses		(56	)		383		327

Net voyage revenues		70,545			27,364		97,909

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX D – SUPPLEMENTAL SEGMENT INFORMATION

(in thousands of U.S. Dollars)


	Three Months Ended December 31, 2013
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment			Total
Net voyage revenues (See Appendix C)		77,166			26,823			103,989
Vessel operating expenses		14,106			11,058			25,164
Depreciation and amortization		17,916			6,229			24,145
General and administrative		3,764			1,674			5,438
Loan loss recovery		(3,804	)		—			(3,804	)
Restructuring charge		—			1,786			1,786

Income from vessel operations		45,184			6,076			51,260


	Three Months Ended December 31, 2012
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment			Total
Net voyage revenues (See Appendix C)		70,545			27,364			97,909
Vessel operating expenses		13,846			11,924			25,770
Depreciation and amortization		17,359			8,868			26,227
General and administrative		3,889			1,334			5,223
Write down of vessels		—			29,367			29,367

Income from vessel operations		35,451			(24,129	)		11,322

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX E – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

CASH FLOW FROM VESSEL OPERATIONS

FROM CONSOLIDATED VESSELS

(in thousands of U.S. Dollars)

Description of Non-GAAP Financial Measure – Cash Flow from Vessel Operations from Consolidated Vessels

Cash flow from vessel operations from consolidated vessels represents income from vessel operations before (a) depreciation and amortization expense, (b) amortization of in-process revenue contracts included in voyage revenues, (c) loan loss recovery, (d) write down of vessels and includes (e) adjustments for direct financing leases and two Suezmax tankers to a cash basis. The Partnership’s direct financing leases for the periods indicated relates to the Partnership’s 69 percent interest in two LNG carriers, the Tangguh Sago and Tangguh Hiri, and the two LNG carriers acquired from Awilco in September and November 2013. The Partnership’s cash flow from vessel operations from consolidated vessels does not include the Partnership’s cash flow from vessel operations from its equity accounted joint ventures. Cash flow from vessel operations is included because certain investors use cash flow from vessel operations to measure a company’s financial performance, and to highlight this measure for the Partnership’s consolidated vessels. Cash flow from vessel operations from consolidated vessels is not required by GAAP and should not be considered as an alternative to net income or any other indicator of the Partnership’s performance required by GAAP.


	Three Months Ended December 31, 2013
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment			Total
Income from vessel operations (See Appendix D)		45,184			6,076			51,260
Depreciation and amortization		17,916			6,229			24,145
Amortization of in-process revenue contracts included invoyage revenues		—			(278	)		(278	)
Direct finance lease payments received in excess of revenue recognized		3,950			—			3,950
Loan loss recovery⁽¹⁾		(3,804	)		—			(3,804	)
Realized gain on Toledo Spirit derivative contract		—			641			641
Cash flow adjustment for two Suezmax tankers⁽²⁾		—			(1,704	)		(1,704	)

Cash flow from vessel operations from consolidated vessels		63,246			10,964			74,210


	Three Months Ended December 31, 2012
	(unaudited)
	Liquefied Gas Segment			Conventional Tanker Segment			Total
Income from vessel operations (See Appendix D)		35,451			(24,129	)		11,322
Depreciation and amortization		17,359			8,868			26,227
Write down of vessels		—			29,367			29,367
Amortization of in-process revenue contracts included invoyage revenues		—			(278	)		(278	)
Direct finance lease payments received in excess of revenue recognized		1,475			—			1,475
Realized gain on Toledo Spirit derivative contract		—			945			945
Cash flow adjustment for two Suezmax tankers⁽²⁾		—			(1,704	)		(1,704	)

Cash flow from vessel operations from consolidated vessels		54,285			13,069			67,354

(1)

- more -

(2)

The Partnership’s charter contracts for two of its Suezmax tankers, the Bermuda Spirit and Hamilton Spirit, were amended in 2012, which had the effect of reducing the daily charter rates by $12,000 per day for a duration of 24 months commencing October 1, 2012. However, during this period, if Suezmax spot tanker rates exceed the amended rates, the charterer will pay the Partnership the excess amount up to a maximum of the original daily charter rate. The cash impact of the change in hire rates is not fully reflected in the Partnership’s statements of income and comprehensive income as the change in the lease payments is being recognized on a straight-line basis over the term of the lease.

- more -

TEEKAY LNG PARTNERS L.P.

APPENDIX F – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

CASH FLOW FROM VESSEL OPERATIONS FROM EQUITY ACCOUNTED VESSELS

(in thousands of U.S. Dollars)

Description of Non-GAAP Financial Measure – Cash Flow from Vessel Operations from Equity Accounted Vessels

Cash flow from vessel operations from equity accounted vessels represents income from vessel operations before (a) depreciation and amortization expense, (b) amortization of in-process revenue contracts, and includes (c) adjustments for direct financing leases to a cash basis. Cash flow from vessel operations from equity accounted vessels is included because certain investors use cash flow from vessel operations to measure a company’s financial performance, and to highlight this measure for the Partnership’s equity accounted joint ventures. Cash flow from vessel operations from equity-accounted vessels is not required by GAAP and should not be considered as an alternative to equity income or any other indicator of the Partnership’s performance required by GAAP.


	Three Months Ended December 31, 2013						Three Months Ended December 31, 2012
	(unaudited)						(unaudited)
	At 100%			Partnership’s Portion⁽¹⁾			At 100%			Partnership’s Portion⁽¹⁾
Voyage revenues		171,275			79,803			113,881			51,265
Vessel and other operating expenses		57,219			27,050			24,607			11,159
Depreciation and amortization		28,004			14,140			16,653			8,583

Income from vessel operations of equity accounted vessels		86,052			38,613			72,621			31,523

Interest expense - net		(22,638	)		(10,609	)		(15,482	)		(6,797	)
Realized and unrealized gain (loss) on derivative instruments		1,969			614			13,435			4,431
Other (expense) income - net		(477	)		(16	)		286			477

Other items		(21,146	)		(10,011	)		(1,761	)		(1,889	)

Net income / equity income of equity accounted vessels		64,906			28,602			70,860			29,634

Income from vessel operations		86,052			38,613			72,621			31,523
Depreciation and amortization		28,004			14,140			16,653			8,583
Direct finance lease payments received in excess of revenue recognized		7,472			2,711			7,466			2,731
Amortization of in-process revenue contracts		(5,606	)		(2,838	)		(8,350	)		(4,339	)

Cash flow from vessel operations from equity accounted vessels		115,922			52,626			88,390			38,498

(1)

The Partnership’s equity accounted investments for the three months ended December 31, 2013 and 2012 include the Partnership’s 40 percent interest in Teekay Nakilat (III) Corporation, which owns four LNG carriers; the Partnership’s 50 percent interest in the Excalibur and Excelsior joint ventures, which owns one LNG carrier and one regasification unit, respectively; the Partnership’s 33 percent interest in four LNG carriers servicing the Angola LNG Project; and the Partnership’s 52 percent interest in Malt LNG Netherlands Holdings B.V., the joint venture between the Partnership and Marubeni Corporation, which owns six LNG carriers. The Partnership’s equity accounted investments for the three months ended December 31, 2013 also includes the Partnership’s 50 percent interest in Exmar LPG BVBA, the joint venture between the Partnership and Exmar, commencing in February 2013, which owns and charters-in 28 vessels in the LPG carrier segment, including 12 newbuildings.

- more -

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: future growth opportunities, including the Partnership’s ability to successfully bid for new LNG shipping and floating regasification projects; the Partnership’s ability to secure charter contract employment and long-term financing for the three currently unchartered MEGI LNG carrier newbuilding vessels ordered in July and November 2013; expected fuel-efficiency and emission levels associated with the MEGI engines to be installed in the Partnership’s five LNG newbuildings to be built by DSME; the expected delivery dates for the Partnership’s newbuilding vessels and, if applicable, commencing their time charter contracts; the average remaining contract length on the Partnership’s LNG fleet; the Partnership’s exposure to spot and short-term LNG shipping rates; and LNG shipping market fundamentals, including the short-term demand for LNG carrier capacity, future growth in global LNG supply, and the balance of supply and demand of shipping capacity and shipping charter rates in the sector. 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: shipyard construction delays or cost overruns; availability of suitable LNG shipping, LPG shipping, floating storage and regasification and other growth project opportunities; 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; competitive dynamics in bidding for potential LNG, LPG or floating regasification projects; the Partnership’s ability to secure new contracts through bidding on project tenders; the Partnership’s ability to secure charter contracts for the three currently unchartered MEGI LNG carrier newbuildings; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of long-term contracts of existing vessels in the Teekay LNG fleet; the inability of charterers to make future charter payments; the inability of the Partnership to renew or replace long-term contracts on existing vessels or attain fixed-rate long-term contracts for newbuilding vessels; the Partnership’s ability to raise financing for its existing newbuildings or to purchase additional vessels or to pursue other projects; actual performance of the MEGI engines; 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, 2012. 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.

- end -