IRC §6045B Reporting 2014

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE: TOO), declared cash distributions to the common unitholders of record for the quarters ended December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 15, 2014
January 31, 2014
$0.5384
February 14, 2014
April 9, 2014
April 25, 2014
$0.5384
May 9, 2014
July 9, 2014
July 25, 2014
$0.5384
August 8, 2014
October 3, 2014
October 17, 2014
$0.5384
November 14, 2014

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared cash distributions to the Series A preferred unitholders of record for the periods from November 15, 2013 to February 15, 2014, February 15, 2014 to May 15, 2014, May 15, 2014 to August 15, 2014, and August 15, 2014 to November 15, 2014 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 15, 2014
January 31, 2014
$0.4531
February 15, 2014
April 9, 2014
May 2, 2014
$0.4531
May 15, 2014
July 9, 2014
August 1, 2014
$0.4531
August 15, 2014
October 3, 2014
November 7, 2014
$0.4531
November 14, 2014

Pursuant to Internal Revenue Code Section 6045B, the attached Form 8937 summarizes to all unitholders of record the character of these distributions 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 the proper treatment of any Teekay Offshore distribution in their tax return.