IRC §6045B Reporting 2016

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, 2015, March 31, 2016, June 30, 2016, and September 30, 2016 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 20, 2016
February 5, 2016
$0.11
February 12, 2016
April 1, 2016
April 29, 2016
$0.11
May 13, 2016
July 1, 2016
July 29, 2016
$0.11
August 12, 2016
October 3, 2016
November 4, 2016
$0.11
November 10, 2016

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, 2015 to February 14, 2016, February 15, 2016 to May 14, 2016, May 15, 2016 to August 14, 2016, and August 15, 2016 to November 14, 2016 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 20, 2016
February 5, 2016
$0.4531
February 12, 2016
April 1, 2016
May 6, 2016
$0.4531
May 13, 2016
July 1, 2016
August 8, 2016
$0.4531
August 15, 2016
October 3, 2016
November 8, 2016
$0.4531
November 15, 2016

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 November 15, 2015 to February 14, 2016, February 15, 2016 to May 14, 2016, May 15, 2016 to August 14, 2016, and August 15, 2016 to November 14, 2016 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 20, 2016
February 5, 2016
$0.5313
February 12, 2016
April 1, 2016
May 6, 2016
$0.5313
May 13, 2016
July 1, 2016
August 8, 2016
$0.5313
August 15, 2016
October 3, 2016
November 8, 2016
$0.5313
November 15, 2016

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 November 15, 2015 to February 14, 2016 and February 15, 2016 to May 14, 2016.

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 20, 2016
February 5, 2016
$0.5149
February 12, 2016
April 1, 2016
May 6, 2016
$0.5149
May 13, 2016

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared stock distributions to the Series C-1 preferred unitholders of record for the periods from May 15, 2016 to August 14, 2016, and August 15, 2016 to November 14, 2016 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
July 1, 2016
August 8, 2016
$0.5149
August 15, 2016
October 3, 2016
November 8, 2016
$0.5149
November 15, 2016

Teekay Offshore GP LLC, the general partner of Teekay Offshore declared stock distributions to the Series D preferred unitholders of record for the periods from June 29, 2016 to August 14, 2016, and August 15, 2016 to November 14, 2016 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
July 1, 2016
August 8, 2016
$0.3354
August 15, 2016
October 3, 2016
November 8, 2016
$0.6563
November 15, 2016

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.