IRC §6045B Reporting 2015

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, 2014, March 31, 2015, June 30, 2015, and September 30, 2015 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 2, 2015
January 15, 2015
$0.5384
February 13, 2015
April 2, 2015
April 13, 2015
$0.5384
May 15, 2015
July 2, 2015
July 14, 2015
$0.5384
August 14, 2015
October 2, 2015
October 13, 2015
$0.5600
November 13, 2015

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, 2014 to February 15, 2015, February 15, 2015 to May 15, 2015, May 15, 2015 to August 15, 2015, and August 15, 2015 to November 14, 2015 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 2, 2015
February 6, 2015
$0.4531
February 13, 2015
April 2, 2015
May 8, 2015
$0.4531
May 15, 2015
July 2, 2015
August 10, 2015
$0.4531
August 17, 2015
October 2, 2015
November 6, 2015
$0.4531
November 13, 2015

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared cash distributions to the Series B preferred unitholders of record for the periods from April 20, 2015 to August 15, 2015, and August 15, 2015 to November 14, 2015 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
July 2, 2015
August 10, 2015
$0.6788
August 17, 2015
October 2, 2015
November 6, 2015
$0.5313
November 13, 2015

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared cash distributions to the Series C preferred unitholders of record for the period from July 1, 2015 to November 14, 2015 for 5,427,975 Series C Preferred Units and for the period from July 15, 2015 to November 14, 2015 for 5,010,438 Series C Preferred Units as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
October 2, 2015
November 6, 2015
$0.7667
November 13, 2015
October 2, 2015
November 6, 2015
$0.6866
November 13, 2015

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.