IRC §6045B Reporting 2012

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE: TOO), declared cash distributions to unitholders of record for the quarters ended December 31, 2011, March 31, 2012, June 30, 2012 and September 30, 2012 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 19, 2012
February 1, 2012
$0.50
February 14, 2012
April 12, 2012
April 23, 2012
$0.5125
May 14, 2012
July 13, 2012
July 25, 2012
$0.5125
August 10, 2012
October 12, 2012
October 24, 2012
$0.5125
November 9, 2012

Pursuant to Internal Revenue Code Section 6045B, the attached Form 8937 summarizes to all unitholders of record the estimated character of this distribution based upon Teekay Offshore’s estimated earnings and profits as of the date of distribution. The numbers posted are an estimate of the effect and will be updated once the final numbers are determined. The numbers posted should not be used for preparing individual shareholder income tax returns.

We encourage holders of record to consult their Tax Advisor for proper treatment of any Teekay Offshore distribution in their tax return.