IRC §6045B Reporting 2011

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE: TOO), declared cash distributions for the quarters ended December 31, 2010, March 31, 2011, June 30, 2011 and September 30, 2011 to unitholders of record as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 26, 2011
February 7, 2011
$0.475
February 14, 2011
April 21, 2011
May 6, 2011
$0.50
May 13, 2011
July 22, 2011
August 5, 2011
$0.50
August 12, 2011
October 18, 2011
November 2, 2011
$0.50
November 14, 2011

Pursuant to Internal Revenue Code Section 6045B, the attached revised Form 8937 summarizes to all unitholders of record the character of the distribution based upon Teekay Offshore’s earnings and profits for the year ended December 31, 2011.

We encourage unitholders of record to consult their tax advisor for proper treatment of any Teekay Offshore distribution in their tax return.