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Public Notice of Dividends in accordance with IRC §6045B

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE: TOO), declared cash distributionsfor the quarters ended December 31, 2010, March 31, 2011, June 30, 2011 and September 30, 2011 to unitholders of record as follows:

Date Declared: Date of Record: Amount per Unit: Date Paid:
January 26, 2011 February 7, 2011 $0.475 February 14, 2011
April 21, 2011 May 6, 2011 $0.50 May 13, 2011
July 22, 2011 August 5, 2011 $0.50 August 12, 2011
October 18, 2011 November 2, 2011 $0.50 November 14, 2011

Pursuant to Internal Revenue Code Section 6045B, the attached revised Form 8937 summarizes to all unitholders of record the character of the distribution based upon Teekay Offshore's earnings and profits for the year ended December 31, 2011.  We encourage unitholders of record to consult their tax advisor for proper treatment of any Teekay Offshore distribution in their tax return.

Attachment - Form 8937 - Revised

Related Information

Investor Contact

Kent Alekson
investor.relations@teekayoffshore.com
Tel: +1 604 609 6442

Business Conduct Reporting

Anyone with a concern about questionable accounting, financial auditing, internal control or financial fraud related matters may file a report through the Business Conduct Reporting tool or toll-free hotline (in Canada and U.S.) at +1 877 507 8685.

Transfer Agent

BNY Mellon
Tel: +1 800 522 6645
Tel: +1 201 680 8660 (Outside U.S.)