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TEEKAY LNG PARTNERS L.P. (Exact Name of Registrant As Specified in Its Charter)

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TEEKAY LNG PARTNERS L.P. (Exact Name of Registrant As Specified in Its Charter) TEEKAY LNG PARTNERS L. P. ANNUAL REPOR T | 2 0 0 6 FINANCIAL HIGHLIGHTS OUR CUrrenT FLeeT 2006 HIGHLIGHTS 7 LNG CARRIERS • Increased quarterly distributions by 12 percent to $0.4625 per unit ($1.85 on an anD 6 neWBUILDINGS annualized basis) and anticipate a further increase of 15 percent to $0.53 per unit ($2.12 on an annualized basis) commencing with the distribution in the second quarter of 2007. • Agreed to acquire Teekay Corporation's interests in RasGas 3 and Tangguh projects, which will provide further built-in growth, and should result in distribution increases in 2008 and 2009. • Entered the liquefied petroleum gas (LPG) market with the acquisition of four LPG carriers, providing Teekay LNG Partners with a platform for future growth in this market segment. YEAR ENDED (In millions of U.S. dollars, except per unit data) DECEMBER 31, 2006 Income Statement Data 8 SUEZMAX OIL TanKerS Voyage revenues $ 182.8 Income from vessel operations 76.8 Net income (9.6) Balance Sheet Data Total assets $ 2,531.4 Total partners’ equity 718.5 Per Unit Data Distributions to L.P. unitholders $ 1.80 Weighted-average L.P. units outstanding – diluted (millions) 34.975 Other Financial Data Distributable cash flow $ 68.0 Net debt to capitalization at end of period 52.1% 1 LpG CARRIER anD 3 neWBUILDINGS in US$per unit NYSE : TGP $40 $35 $30 $25 IPO Price: $22 Daily Closing Unit Price $20 6-Jul-05 6-Jul-06 4-Jan-06 5-Jan-07 3-Jun-05 6-Jun-06 4-Oct-05 4-Oct-06 3-Feb-06 6-Feb-07 5-Apr-06 9-Apr-07 2-Sep-05 5-Sep-06 2-Dec-05 4-Dec-06 2-Nov-05 2-Nov-06 7-Mar-06 8-Mar-07 4-Aug-05 4-Aug-06 4-May-05 5-May-06 8-May-07 TABLE OF CONTENTS Letter to Unitholders | 2 Board of Directors | 3 Reconciliation & Forward-Looking Statements | 4 Partnership Information | inside back cover LETTER TO UNITHOLDerS UNIQUE INVES T MEN T O P P O R T UNI T Y We also took delivery of the first RasGas II trade in LPG is projected to grow annually by newbuilding liquefied natural gas (LNG) carrier approximately seven percent through 2012, in October 2006. The second and third and this transaction provides us with a vessels delivered on-budget and ahead of platform for future growth in this market. schedule in January and February 2007. RASGaS II DeLIVerIES FInancIAL REVIEW As discussed above, we have taken delivery The Partnership generated income from of three RasGas II LNG carriers. We expect vessel operations of $76.8 million, and to raise our annual cash distribution rate to distributable cash flow(1) of $68.0 million reflect our growing cash flows. In fact, we in 2006, resulting in total distributions paid have provided guidance that our annual to unitholders in 2006 of $1.80 per unit. distribution will increase by 15 percent to We increased our annual cash distribution $2.12 per unit commencing in the second rate by $0.20 per unit, or 12 percent to quarter of 2007. $1.85 per unit, commencing with the distribution for the first quarter of 2006. GrOWING OUR FLeeT OF The distribution increase was a result of the LNG CarrIerS Peter Evensen, Chief Executive Officer acquisition of three Suezmax tankers, all on In November 2006, we agreed to acquire long-term, fixed-rate contracts, in late 2005. from Teekay its ownership interests in another We entered 2007 with total liquidity of six LNG carriers – a 40 percent interest in four approximately $445 million and a net I AM PLeaSED TO repORT ON LNG carriers for the RasGas 3 project and a debt-to-capitalization ratio under 55 percent. 70 percent interest in two LNG carriers for the This strong financial position provides us with A SUcceSSFUL Year FOR TeeKAY Tangguh project. These vessels are scheduled flexibility to pursue accretive acquisitions. to deliver between mid-2008 and early 2009, LNG ParTnerS L.P. (TeeKAY LNG providing multi-year, built-in growth. ENTRY InTO LPG MarKET Construction of these vessels is on schedule In December 2006, we announced the ParTnerS OR The ParTnerSHIP) and we anticipate distribution increases relating acquisition of four LPG carriers for a total to delivery of the vessels through 2009. ThaT IncLUDED STRONG FInancIAL cost of $106 million. Three of the LPG carriers are currently under construction and will be There were very few LNG projects awarded reSULTS, A 12 percenT IncreaSE purchased from IM Skaugen ASA, and will during 2006 as project tenders were delayed commence service under 15-year, fixed-rate as a result of LNG infrastructure constraints. IN OUR ANNUAL CASH DISTRIBUTION time charters upon their deliveries from the However, as worldwide demand for clean shipyard in 2008 and 2009. The other LPG energy increases, we believe that the RATE, anD an acQUISITION ThaT carrier, the Dania Spirit, which is servicing economics of the LNG industry will contribute a fixed-rate charter for another nine years, to substantial increases in LNG production. MarKED OUR enTRY INTO A neW, was acquired from Teekay Corporation We are actively pursuing LNG projects (Teekay) (NYSE: TK), the parent of our around the world and are also primed to EXpanDING GAS MarKET, LIQUEFIED general partner, in January 2007. respond to appropriate accretive acquisition opportunities as they arise. As more LNG These accretive transactions move Teekay projects are developed, we believe that we peTROLEUM GAS (LPG) SHIppING. LNG Partners into another gas transportation are well-positioned to further meaningfully market segment that is a growth area for our participate in the seaborne LNG trade. customers. LPG is a by-product of natural gas separation and crude oil refining and is, therefore, a natural extension of our core LNG transportation business. The seaborne Peter Evensen (1) See reconciliation on page 4. Chief Executive Officer, Teekay GP L.L.C. 2 BOARD OF DIRECTORS TeeKAY GP L.L.C BOarD COMMITTEES Audit Committee Robert E. Boyd (Chair) C. Sean Day Bjorn Moller Peter Evensen Jane Hinkley Chairman of the Board Vice Chairman Chief Executive Officer George Watson Conflicts Committee George Watson (Chair) Robert E. Boyd Jane Hinkley Corporate Governance Committee Joseph Massoud (Chair) Robert E. Boyd George Watson Robert E. Boyd Jane Hinkley Joseph Massoud George Watson OWnerSHIP STRUCTUre TEEKAY CORPORATION 100% NYSE: TK 62% TEEKAY GP L.L.C. PUBLIC UNITHOLDERS (General Partner) 2% TEEKAY LNG 36% PARTNERS L.P. NYSE: TGP 3 RECONCILIATION & FORWARD-LOOKING STATEMENTS RECONCILIATION OF NON-GAAP FInancIAL MEASURES Distributable cash flow (DCF) represents net income adjusted for of the Partnership’s performance required by accounting principles depreciation and amortization expense, non-cash interest expense, generally accepted in the United States. The table below reconciles estimated maintenance capital expenditures, minority interest, gains distributable cash flow, a non-GAAP financial measure, to net and losses on vessel sales, income taxes and foreign exchange income, the most directly comparable GAAP financial measure. related items. Maintenance capital expenditures represent those capital expenditures required to maintain over the long term the NET INCOME (in thousands of US Dollars) (9,591) operating capacity of, or the revenue generated by, the Partnership’s add: Depreciation and amortization 51,969 capital assets. Distributable cash flow is a quantitative standard Foreign exchange loss 39,538 used in the publicly traded partnership investment community to Non-cash interest expense 8,039 Minority owners’ share of DCF before estimated assist in evaluating a partnership’s ability to make quarterly cash maintenance capital expenditures 506 less: distributions. Distributable cash flow is not required by accounting Estimated maintenance capital expenditure 21,132 principles generally accepted in the United States and should not Income tax recovery 567 Minority interest recovery 723 be considered as an alternative to net income or any other indicator FORWarD-LOOKING STATEMenTS This document contains forward-looking statements (as defined in Teekay GP L.L.C. to authorize increased cash distributions to Section 21E of the Securities Exchange Act of 1934, as amended) unitholders; changes in trading patterns significantly affecting overall which reflect management’s current views with respect to certain vessel tonnage requirements; changes in applicable industry laws future events and performance, including statements regarding: and regulations and the timing of implementation of new laws and the Partnership’s business strategy and future growth prospects; regulations; the potential for early termination of long-term contracts potential increases in cash distributions to unitholders; the timing and inability of the Partnership to renew or replace long-term of the commencement of the RasGas 3, Tangguh LNG and contracts; shipyard production delays; the Partnership’s ability to Skaugen LPG projects; the timing of LNG and LPG newbuilding raise financing to purchase additional vessels, or to pursue LNG deliveries; potential future acquisitions and our ability to finance projects; constraints to LNG infrastructure growth; and other factors them; and development of additional LNG projects and discussed in the Partnership’s filings from time to time with the SEC, infrastructure. The following factors are among those that could including its Report on Form 20-F for the fiscal year ended cause actual results to differ materially from the forward-looking December 31, 2006. The Partnership expressly disclaims any statements, which involve risks and uncertainties, and that should be obligation or undertaking to release publicly any updates or revisions considered in evaluating any such statement: changes in production to any forward-looking statements contained herein to reflect any or demand for LNG, LPG, oil and petroleum products, either change in the Partnership’s expectations with respect thereto or generally or in particular regions; less than anticipated revenues or any change in events, conditions or circumstances on which any higher than anticipated costs or capital requirements; failure of such statement is based.
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