IRC §6045B Reporting 2013

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE: TOO), declared cash distributions to common unitholders of record for the quarters ended December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 18, 2013
February 4, 2013
$0.5125
February 14, 2013
April 18, 2013
April 30, 2013
$0.5253
May 14, 2013
July 12, 2013
July 23, 2013
$0.5253
August 8, 2013
October 11, 2013
October 23, 2013
$0.5253
November 8, 2013

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared cash distributions to Series A preferred unitholders of record for the periods from April 30, 2013 to August 15, 2013 and August 15, 2013 to November 15, 2013 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
July 29, 2013
August 8, 2013
$0.5286
August 15, 2013
October 29, 2013
November 8, 2013
$0.4531
November 15, 2013

Pursuant to Internal Revenue Code Section 6045B, the attached Form 8937 summarizes to all unitholders of record the character of this distribution based upon Teekay Offshore’s estimated earnings and profits as of the date of distribution.

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