IRC §6045B Reporting 2017

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, 2016, March 31, 2017, June 30, 2017, and September 30, 2017 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 3, 2017
February 3, 2017
$0.11
February 10, 2017
April 3, 2017
May 5, 2017
$0.11
May 12, 2017
July 27, 2017
August 7, 2017
$0.11
August 11, 2017
October 3, 2017
November 3, 2017
$0.11
November 10, 2017

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, 2016 to February 14, 2017, February 15, 2017 to May 14, 2017, May 15, 2017 to August 14, 2017, and August 15, 2017 to November 14, 2017 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 3, 2017
February 8, 2017
$0.4531
February 15, 2017
April 3, 2017
May 8, 2017
$0.4531
May 15, 2017
July 27, 2017
August 8, 2017
$0.4531
August 15, 2017
October 3, 2017
November 8, 2017
$0.4531
November 15, 2017

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, 2016 to February 14, 2017, February 15, 2017 to May 14, 2017, May 15, 2017 to August 14, 2017, and August 15, 2017 to November 14, 2017 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 3, 2017
February 8, 2017
$0.5313
February 15, 2017
April 3, 2017
May 8, 2017
$0.5313
May 15, 2017
July 27, 2017
August 8, 2017
$0.5313
August 15, 2017
October 3, 2017
November 8, 2017
$0.5313
November 15, 2017

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 November 15, 2016 to February 14, 2017, and February 15, 2017 to May 14, 2017 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 3, 2017
February 8, 2017
$0.5149
February 15, 2017
April 3, 2017
May 8, 2017
$0.5149
May 15, 2017

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 November 15, 2016 to February 14, 2017, and February 15, 2017 to May 14, 2017 as follows:

Date Declared:
Date of Record:
Amount per Unit:
Date Paid:
January 3, 2017
February 8, 2017
$0.6563
February 15, 2017
April 3, 2017
May 8, 2017
$0.6563
May 15, 2017

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.