Teekay Offshore Partners PresentationNovember, 2010

2

Forward Looking StatementThis presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain future events and performance, including statements regarding: the Partnership's future operating results and growth prospects; growth prospects of the markets in which the Partnership and Teekay Corporation operate, including generally and in specific regions (such as the North Sea and Brazil) and in specific market segments (such as the FPSO, FSO and shuttle tanker segments); anticipated increases in the Partnership's profitability and the stability of cash flows arising from contract amendments and renewals; opportunities for the Partnership to acquire assets from Teekay Corporation, including, among others, Teekay's existing FPSO units and shuttle tanker newbuildings and its remaining 49% interest in OPCO; the Partnership's and Teekay Corporation's positioning to take advantage of growth opportunities, including, among other things, the potential for Teekay to secure future FPSO and other offshore projects which may be offered to the Partnership for purchase; and vessel delivery dates. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: changes in production of offshore oil, either generally or in particular regions; changes in trading patterns significantly affecting overall vessel tonnage requirements; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of long-term contracts and inability of the Partnership or OPCO to renew or replace long-term contracts; required approvals by the board of directors of Teekay Corporation and of the Partnership's general partner (including the conflicts committee of the board of such general partner) to acquire from Teekay Corporation additional vessels or interests in OPCO; the Partnership's ability to finance the purchase of additional vessels or interests in OPCO; and potential delays in vessels deliveries, and other factors ; and other factors discussed in Teekay Offshore’s filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2009. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership’s expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

3

Investment Highlights» Stable Operating Model

• Revenues generated from diversified portfolio of fixed-rate contracts with major oil companies

• Shuttle tankers are ‘floating pipelines’ transporting Norway’s offshore oil to market

» Leading Market Positions• Teekay is a market leader in harsh weather floating production storage & offtake (FPSO) operations

• World’s largest owner and operator of shuttle tankers with a market leading position in the North Sea and Brazil

• High barriers to entry:

• Unique contract structure (CoAs, life of field contracts)• Sophisticated technology and operational “know-how” is critical

» Growth Opportunities from Sponsor, Teekay Corporation• Four FPSO units

• One additional advanced shuttle tanker scheduled for delivery in late 2011

• Remaining 49% interest in Teekay Offshore Operating L.P. (OPCO)

» Industry in Growth Mode• Offshore oil production and shuttle transportation remains an area of growth

• Expect substantial new projects under all oil price scenarios

• New qualifying offshore projects developed must be offered at cost by Sponsor

4

Company Overview

5

» Founded in Dec. 2006 by Teekay Corporation

» Market Cap: $1.4bn*• Unit price up 64% in last twelve months

» Strong Sponsor• Teekay Corp ownership: 31.7% (incl. 2% GP

interest)

» Core Focus: Deep water offshore production and transport projects

» Fleet of over 55 vessels (Shuttle tankers, FSOs, FPSOs, oil tankers)

» Contracts: 3 – 10 year fixed-rate

» Potential Growth Opportunities From Sponsor:• 4 FPSO units• 1 shuttle tanker newbuilding scheduled for

delivery in 2011• 49% of OPCO

Teekay Offshore: A World Leader in the Offshore Transportation Space

North Sea Offshore Oil Network*As at Nov. 8, 2010

Trondheim

Stavanger

6

31.7% Ownership (incl. 2% GP interest)

Teekay ‘Parent’ Strong Sponsor of Teekay Offshore

TEEKAY CORP.(“Teekay Parent”)

NYSE: TKMarket Cap: $2.4bnAsset managerGeneral Partner / Controlling shareholder to daughter companiesOwner of conventional tankers and FPSO units

TEEKAY LNG PARTNERS L.P.

NYSE: TGP

Market Cap: $2.0bnMLP focused on gas projects10 – 25 year fixed rate contracts

NYSE: TNK

Market Cap: $650mC-Corp focused on conventional tankersSpot / short-term charters (0–3 years)

NYSE: TOO

NYSE: TOO

Market Cap: $1.4bnMLP focused on offshore projects3 - 10 year fixed rate contracts

TEEKAY OFFSHORE PARTNERS L.P.

TEEKAY TANKERS LTD.

47.7% Ownership (incl. 2% GP interest)

31.2% Economic Ownership / 53.7% Voting

Note: Market capitalizations based on Nov. 8, 2010 closing prices.

CONTROLCONTROLCONTROL

Total $1.8bn of equity raised since inception of Teekay’s Corporate Structure

Cumulative Equity Raised by Entity: $706m $628m $474m

7

NYSE: TK

Teekay Offshore Partners – Ownership Structure

Public Unitholders

2% 68%

(Includes 100% of GP interest) 51%

49%

37Shuttle Tankers2

4FSO Units

11Conventional Tankers

GP1

Teekay Offshore Partners L.P.

Teekay Corp.

NYSE: TOO

Teekay Offshore Operating L.P.

(OPCO)

30%

1.5 Shuttle Tankers2 FSO Units

2 FPSO Units

1 Teekay Offshore GP L.L.C. the general partner of Teekay Offshore Partners L.P. See Appendix for further details. 2 Incl. 2 newbuildings agreed to be acquired in Jan and June 2011

8

Teekay Corporation’s Transformation

2003 2004 20062005 2007 2008 2009 201020022001200019991998

Conventional Tankers

LNG Carriers

Shuttle Tankers/

FSOs

FPSOs

Strategic move intoAtlantic Aframax

trades- acquired Bona

Shipholding

Move into purpose-built

tankers on long term charter -ordered 5 mid-

size tankers

Fleet renewal - sale of single hull tankers and order of Double

hull tankers

Became largest midsize conventional tanker

operator - acquired OMI

Establishment of Gemini Tankers,

world’s largest Suezmax tanker pool

Strategic move into North Sea shuttle tankers

– acquiredUgland Nordic

Strategic move into Brazil -chartered

shuttle tankers to Petrobras

Became shuttle tanker operator

- acquired Navion from

Statoil

Shuttle tanker conversions delivered to

Petrobras on long-term contract

Delivery of 1st of 4 “next

generation”shuttle tankers

Strategic move into LNG -acquired

Naviera Tapias

Grew LNG franchise with award of 7 LNG

carriers from Ras Gas

Awarded 2 LNG carriers by Indonesian

based consortium

Strategic move into floating production -

acquired Petrojarl

Awarded Siri, Teekay’s first

Brazilian FPSOproject

Awarded TiroSidon FPSO

project

IPO of Teekay LNG Partners (NYSE:TGP)

IPO of Teekay Offshore Partners (NYSE:TOO)

IPO of Teekay Tankers (NYSE:TNK)

Delivery of Falcon Spirit

FSO conversion to Qatar

Keel laying of 4 Angola LNG

carriers

Teekay Offshore Focus Area

9

Teekay Offshore in the Offshore Value Chain

1. Seismic Testing 5 - 7 years

2. Exploration/Drilling 3 - 5 years

3. Subsea Development

4. Production 5. Storage 6. Transportation

7. Terminal 8. Transportation

10

Example of Teekay Offshore’s Bundled Service Offering

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Teekay Offshore Has Significant Presence in Norway» Commencing with Teekay’s acquisition of Ugland Nordic Shipping’s 18 shuttle

tankers in 2001

» In 2003, Statoil entrusted Teekay with its offshore oil franchise – Navion ASA, including 9 owned and 17 chartered-in shuttle tankers

» In 2006, Teekay acquired Petrojarl ASA – leading North Sea franchise with 4 FPSO units

» Teekay Offshore now directly operates 37 vessels in 2 offices employing over 280 people

» Stavanger, Norway

• Home to shuttle tanker operations

• Operates 32 shuttle tankers

• Employs 130 people on-land and >1,100 on-board vessels

» Trondheim, Norway

• Home to FPSO operations

• Operates 5 FPSOs

• Employs 150 people on-land and 530 on-board vessels

» Statoil represents over 40% of consolidated revenues

» Over 20 ships operate on the Norwegian Continental Shelf with additional 9 ships operating on UK Continental Shelf

12

Teekay Offshore Fleet

13

35

13

2 3

2

3

7

12

9

3 3

37

16

Teekay Offshore Knutsen Transpetro J.J Ugland Lauritzen

Existing Newbuildings on Order

Source: Clarkson Research Services, Platou, Company Websites, Industry Sources.1 Aframax and Suezmax tankers. 2 Excludes one VLCC and four MR product tankers. 3 Includes shuttle tankers.

Teekay Offshore Controls More Than 50% of the World’s Fleet

Largest Operator of Shuttle Tankers# of vessels

0

1

2

3

4

5

Teekay/TeekayOffshore

Bluewater Sevan Maersk BW Offshore

Fleet Under Conversion

Largest Operator of North Sea FPSOs

Shuttle tanker connected to STL buoyin heavy seas (Heidrun field in Norway)

TK

TOO

Teekay Offshore is a Market Leader in its Core Segments

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World Leader In Shuttle Tankers

Africa

Secondary markets

Core Shuttle markets

North Sea» 32 shuttle tankers – of which Teekay

owns 16 an in-charters 6» Resurgence in North Sea field

development is positive for regional shuttle tanker demand

Brazil» 16 shuttle tankers – of which Teekay

owns 12 (+1 to arrive in 2011)» Large and growing number of offshore

fields in deep water and far from shore creating shuttle tanker demand.

15

Significant Forward Coverage

Substantial portfolio of long-term, fixed-rate contracts with high quality oil and gas companies

Weighted average remaining contract life of over 4.7 years

Total Forward Fixed-Rate Revenues of $4.5 Billion

1

www.teekay.com

Significant Forward Coverage

Includes 2 newbuilds agreed to be acquired

Segment # of Vessels

in Fleet1 Average Contract Duration (years)

Forward Fixed-Rate Revenues ($b) Primary Charterers

Shuttle Tankers 37 4.6 2.6 Statoil, Petrobras FSO 6 4.7 0.3 Chevron, Apache, Occidental FPSO 2 5.1 1.1 Talisman, Petrobras Conventional Tankers 11 4.3 0.5 Teekay, Skaugen PetroTrans

Weighted Average 4.7 years $4.5 billion

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Our fixed-rate businesses are a critical part of our customers’ logistics supply chainsWe have never experienced a material default by a customer under a long-term fixed-rate contract

Strategic Customer Relationships

A2 / AA

Customer Credit Rating

A3 / A-

Aa1 / AA

Aa1 / AA

A1 / A

Aaa / AAA

Baa2 / BBB

Baa1 / BBB+

A3 / BBB-

Aa2 / AA-

Baa2 / BBB

www.teekay.com

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4.6 years 4.7 years 4.3 years

AverageContractLife

HighQualityCustomers

Shuttle Tankers FSO Units Conventional Tankers

5.1 years

FPSO Units

Long-Term Contract Portfolio With Strong CounterpartiesLong-Term Contract Portfolio With Strong Counterparties

18

Current Shuttle Tanker Fleet

Fleet Breakdown

Picture

35629Shuttle Tankers

22Committed Newbuildings

31

Owned

376Shuttle Tankers

TotalIn-chartered

Operational/Contract Information

» Average remaining contract length = 4.6 years

» Blue chip customers including: Statoil, Petrobras, Chevron, Total, ExxonMobil

» Operate under fixed-rate contracts:

• Average time-charter rate:

• $44,000 per day

• Average bareboat rate (OPEX paid by charterer)

• $25,200 per day

» Shuttle tanker contracts renewing at higher levels

19

FPSO Segment

Asset Breakdown

Operational/Contract Information

Cidade de Rio das Ostras

» Remaining contract length = 7.5 years

» Charterer: Petrobras

» Location: Aruana field - located in Campos Basin

» Purpose built by Teekay in 2008 for operations in Brazil

2Petrojarl Varg & Cidadede Rio Das Ostras

Total Owned

Petrojarl Varg

» Remaining contract length = 2.7 years

• Plus 3 x 3-year extension options

» Charterer: Talisman Energy

» Purpose built in 1999

» Processing capacity: 57,000 bbls/d

» Storage capacity: 450,000 bbls

» Opportunity for production increase through tie-ins

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Conventional Tanker Segment

Asset Breakdown & Description

Operational/Contract Information

Picture

» Average remaining contract length = 4.1 years (plus 5 one-year options and 2 five-year options)

» All ships double hull

» Fixed-rate time-charters to Teekay and SPT provides stable cash flow support to distributions

» Average time-charter rate:

• $26,000 per day

11Total

2Lightering vessels

9

Total Owned

Aframaxes

21

Floating Storage & Offtake SegmentProduction facility and storage vessel Navion Saga

Asset Breakdown

Operational/Contract Information

Picture

» Average remaining contract length = 4.7 years

» Located at offshore fields with limited/no storage capacity

» Blue chip customers including: Statoil, Chevron, Apache, Occidental Petroleum

» Older shuttle tankers good candidates for new FSO assignment

• Increase earnings on older vessels

» Stable business as drydockinggenerally not required

» Average time-charter rate:

• $35,200 per day6

Total Owned

FSO Units

Production facility and FSO Navion Saga

22

Outlook and Strategy

23

» Expand global operations in high growth regions

• Focus on new and existing fields in the North Sea and Brazil

» Pursue additional opportunities in the FPSO sector

• FPSO sector expanding again, in addition to 4 FPSOs at Sponsor

» Acquire additional vessels on long-term fixed-rate contracts

• All vessels acquired will be servicing contracts – no speculative ordering

» Provide superior customer service by maintaining high reliability, safety, environmental and quality standards

• Operational expertise is a competitive advantage

Teekay Offshore’s business objective hasn’t changed since IPO in 2006:

Grow the Partnership by executing on the following strategies:

Original Strategy Still Drives ManagementOriginal Strategy Still Drives Management

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Near-term Growth Opportunities Available from Teekay Corp.4 FPSOs

Petrojarl Foinaven(BP)

Petrojarl I (Statoil)

One additional ‘Amundsen Class’

shuttle tanker (once chartered)

Remaining 49% of OPCO Fleet

Petrojarl Banff(CNR)

FSOs Shuttle TankersApollo Spirit Amundsen SpiritKarrath Spirit Basker SpiritNavion Saga Nansen SpiritPattani Spirit Navion Anglia

Navion BritanniaAframaxes Navion ClipperFuji Spirit Navion Europa**Gotland Spirit Navion FenniaHamane Spirit Navion HispaniaKilimanjaro Spirit Navion MaritaLeyte Spirit Navion Norvegia**Luzon Spirit Navion OceaniaPoul Spirit Navion OsloScotia Spirit Navion SavonitaTorben Spirit Navion Scandia

Navion StavangerLightering Vessels Navion SvenitaSPT Explorer Navion TorinitaSPT Navigator Nordic Brasilia

Nordic Rio*Nordic SpiritPeary SpiritPetroatlanticPetronordicRandgrid**Stena Alexita*Stena Natalita*Stena Sirita*Stena Spirit*

* 50% owned through joint ventures

** 67% owend through a joint venture

Tiro & Sidon(Petrobras)

25

Significant Recent Developments at Teekay Offshore» Agreed to acquire 4 offshore units from Teekay Corp.:

• Cidade de Rio das Ostras FPSO acquired by TOO for $157.7 million• Three newbuilding shuttle tankers acquired by 51% owned OPCO for ~$390

million

» Signed new or amended shuttle contracts which will increase the profitability and stability of cash flows:• Initially covers 11 shuttle tankers

2011 EBITDA expected to increase by ~$75 million

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Acquisition of 3 High Specification Shuttle Tankers

» Assets included as part of Statoil Master Agreement

» To be acquired by OPCO upon commencement of relevant time-charters

• Oct. 2010 – Amundsen Spirit

• Jan. 2011 – Nansen Spirit

• July 2011 – Peary Spirit

» The most sophisticated and eco-friendly shuttle tankers ever built:

• Robust DP2 capabilities – can load in 18 ft seas and 44 mph winds

• Redundant propulsion – twin skeg with 3 thrusters

• Reduced energy consumption

• Protected locations of bunker tanks

• 35 year fatigue life - based on North Atlantic wave environment

• Winterization features to -40°C

27

Eco-friendly Characteristics ‘key’ for Statoil

Teekay Amundsen Class DP2Shuttle Tankers

The “Amundsen Spirit” was announced as the winner of Clean Air Award

atNor-Shipping in Oslo, 2009

28

Positive Contract Developments Increase Stability of Cash Flows» Signed master agreement with Statoil to replace volume-dependent CoA contracts

with fixed-rate, life-of-field time-charter contracts for initially 7 shuttle tankers (incl. 3 newbuildings), commencing Sept. 1, 2010

» Signed new time-charter contracts with Petrobras for 2 shuttle tankers bringing total Brazil fleet to 13 vessels• Ships previously trading in the North Sea CoA fleet

» Renewed contract for 2 shuttle tankers serving Heidrun field in North Sea

40% 44% 47% 49%60%

75%

60% 56% 53% 51%40%

25%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2006 2007 2008 2009 F2010 E2011

CoA

TC

Shuttle tankers: Significant Shift Towards Time-charter Revenue by 2011

Shuttle tankers: Significant Shift Towards Time-charter Revenue by 2011

29

Investment HighlightsFPSO Market – Multiple Projects, Few Operators

» The number of visible FPSO projects has doubled over the past two years

» The pace of contract awards has rebounded• 15 awards in the past 12 months• Upwards of 30 potential projects per year;

~75% of projects expected to be leased

» Trend is towards production from deeper water• Positive for FPSO requirements

158 FPSO Projects Under Consideration…FPSO Demand By Region

5 5 2 3 2

6 8 7 4

9

3021 18

11

27

05

101520253035404550

SouthAmerica

Asia West Africa NW Europe Others

Tendering Planned Possible

Source: Pareto Research, ODS Petrodata, Company Estimates

Num

ber o

f Pro

ject

s

» Leased owner landscape relatively consolidated with few key players

• Only 6 owners with 5 or more units• Biggest companies can manage 3-4 projects per

year; smaller companies 1-2

» Many small operators who ordered speculative units have struggled to secure contracts

• Distressed assets – e.g. PetroProd 1

» Potential for more consolidation• 15+ companies with 1-2 units

…And Only Few Major FPSO OperatorsFPSO Leased Operators

02468

1012141618

SBM

BW /

Pros

afe

Mod

ec

Teek

ay

Blue

wat

er

Seva

n

Mae

rsk

Saip

em

Bum

iAr

mad

a

Fleet Orderbook Idle

Source: Pareto Research, ODS Petrodata

Num

ber o

f Uni

ts Includes recent Tiro-Sidon award

Teekay Core Areas

30

More Exploration and Active Oil Companies in the North Sea

» Plays to Teekay Offshore’s strengths as smaller players need and will pay for more of our expertise

» Near-term shuttle tanker projects• BP's Skarv field contract expected to be

awarded Q4 2010 • Eni's Goliath field - contract expected to be

awarded in 2011

» Record high level of activity in 2009• 65 exploration wells• North Sea: 47 explorations wells and 21

discoveries • The Norwegian Sea: 18 exploration wells and

7 discoveries

» 40-50 exploration wells forecasted for 2010 from various types of operators• Statoil, ExxonMobil, Total and ConocoPhillips, ENI, Shell• Talisman, Nexen, BG• Det Norske, Wintershall, Lundin, Centrica, Premier

31

TOO Growth Markets – North Sea is our Home Turf

Petrojarl Foinaven

Petrojarl Banff

Petrojarl 1

Petrojarl Varg

Independent Owners of North Sea FPSOs

0

1

2

3

4

5

Teekay/TeekayOffshore

Bluewater Sevan Maersk BW Offshore

Fleet Under Conversion

Teekay Offshore in the North Sea» Largest independent operator of FPSOs in the North

Sea

» Longest operational experience in the North Sea dating back to 1986 (Petrojarl 1 - redeployed a record 10 times and still going strong)

» Well positioned for continued growth with industry-leading management and operational experience

• Offices in Trondheim and Aberdeen

Market Outlook» Many N. Sea discoveries suit leased FPSO solutions

• Central North Sea: small discoveries suit operators with the flexibility to redeploy

• Northern North Sea: deep water and lack of existing infrastructure

• Smaller independent field owners favour outsourcing of production

» Several projects approaching award status• Jordbaer, Western Isles, Bream,

Draupne/Hans, Luno

“Tide turns in search for North Sea Oil; A region once seen in decline is on the way up.”- Financial Times, October 2010

TK

TOO

32

Growth Markets – Brazil is our Second FrontierTeekay in Brazil

» One of the top 4 leased FPSO operators in Brazil

» Award-winning operational performance of first FPSO• Recently awarded 2nd contract by Petrobras

» Well established in Brazil with shore bases in Macae, Rio de Janeiro and Itajai

Market Outlook

» 41 FPSO projects under study covering a wide range of capacities and execution strategies

• Large local built FPSOs (typically Petrobras owned after first 3 years of operation)

• Conventional leased FPSOs with a degree of local content (typically up to 65%)

• Small / medium size leased Early Well Test units (typically built outside of Brazil)

» Continuing to make large discoveries. Recent Libra find ~8 billion barrels

» Customer base diversifying beyond Petrobras to include existing Teekay Offshore customers

• Statoil, Chevron, Repsol, BG Group, OGX

Petrojarl Cidade de Rio das OstrasTiro & Sidon

33

Growing Dynamic Positioning Shuttle Tanker Market in Brazil

Future: 2012 – 2015» Continued short hauls to shore/offshore

transshipment terminals

• Petrobras fleet expected to grow to 30 DPST

» IOC requirement expected to switch to more mix of

• long haul for direct export

• short haul to transshipment terminals inside/outside Brazil

• fleet requirement expected to grow to 3 – 5 DPST

Today: 2010 – 2011.

Short haul to shore terminals in Brazil

Petrobras with a fleet of 16 DP Shuttle Tankers

Independent Oil Companies (IOC): currently only one vessel, but expect increase of 1 – 2 DPST in next 6 – 12 months

34

Petrobras Production Profile Set to Increase Dramatically

Source: Petrobras

35

Recent HighlightsAddition of the latest FSO, the Falcon Spirit, to bring the Teekay Offshore Fleet to 6Growing number of opportunities suits our older vessels

Opportunities - North SeaFocus on hi-spec newbuild, or conversion of shuttle tankers for long-term FSO contracts in Norway & UK sectors Currently working on 5 opportunities in UK sector, 6 in Norwegian sector

Opportunities - World WideFocus on opportunities for re-use of older tankers in benign watersCurrently working on 5 opportunities in the Mediterranean/ Asia Pacific

FSO Strategy: Opportunistically pursue business opportunities that are based on cost-effective re-use of Teekay Offshore-owned shuttle tankers, FSOs and conventional tankers.FSO Strategy: Opportunistically pursue business opportunities that are based on cost-effective re-use of Teekay Offshore-owned shuttle tankers, FSOs and conventional tankers.

FSO - Recent Highlights and OpportunitiesFSO - Recent Highlights and Opportunities

36

Financial Overview

37

Teekay Offshore Key Financial Information

$1,633.9

$2,387.8

$285.7

$101.7

$76.4

$253.2

$643.7

F2009

$274.2$258.7$448.0Cash and undrawn lines

$1,627.7

$2,446.6

$143.7

$21.7

$63.8

$175.1

Q3 2009

$1,334.1

$2,355.8

$158.5

$17.4

$77.9

$172.7

Q3 2010

$1,434.9Net debt (2)

$2,180.1Total Assets (2)

$131.5Cash

$78.9Net interest Expense (2)(4)

$268.0CFVO (3)

$647.5Net Revenues (1)(2)

F2008(in $ millions)

(1) Net revenues represents revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage commissions. Net revenues is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please see the Partnership’s web site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release to the most directly comparable GAAP financial measure.

(2) Excludes the results from assets acquired during the period indicated before which the asset was owned and operated by Teekay Corporation, known as the Dropdown Predecessor

(3) Cash flow from vessel operations represents income from vessel operations before depreciation and amortization expense and amortization of deferred gains, includes the realized gains (losses) on the settlements foreign exchange forward contracts and excludes the cash flow from vessel operations relating to the Dropdown Predecessor and adjusting for direct financing leases to a cash basis. Cash flow from vessel operations is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please see the Partnership’s web site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release to the most directly comparable GAAP financial measure.

(4) Interest expense includes realized gains/losses relating to interest rate swaps.

38

Key Financial Information

TOO CFVO**

$0

$50

$100

$150

$200

$250

$300

$350

$400

1H06Annualized

2007 2008 2009 Q1-Q3Annualized

TOO Net Revenues*

$0

$100

$200

$300

$400

$500

$600

$700

$800

1H06Annualized

2007 2008 2009 Q1-Q3Annualized

*Net revenues represents revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage commissions. Net revenues is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please see the Partnership’s web site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release to the most directly comparable GAAP financial measure.

** Cash flow from vessel operations represents income from vessel operations before depreciation and amortization expense and amortization of deferred gains, includes the realized gains (losses) on the settlements foreign exchange forward contracts and excludes the cash flow from vessel operations relating to the Dropdown Predecessor and adjusting for direct financing leases to a cash basis. Cash flow from vessel operations is a non-GAAP financial measure used by certain investors to measure the financial performance of shipping companies. Please see the Partnership’s web site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release to the most directly comparable GAAP financial measure.

39

Teekay Offshore Has a Favorable Debt Profile

» September 30, 2010* total liquidity (cash and undrawn lines): $306 million» Proven consistent access to equity markets» No unfunded CAPEX commitments» No material near-term refinancing requirements

*As at September 30, 2010, pro forma for subsequent transactions including the draws for the Rio das Ostras FPSO and Amundsen Spirit acquisitions (October 2010), revolving credit facility reductions for the month of October 2010, but excluding the impact of the new Norwegian bond proceeds.

$153 $163$306

$601

$140

500

Total Liquidity30-Sep-10*

2011 2012 2013 2014 2015 & Beyond

$ M

illio

ns

Total Liquidity

Balloon Payments (excluding the new Norwegian bond)

40

Strong support from Banks

» Demonstrated access to competitive funding in challenging financial markets

» Continued access to equity capital markets with over $600 million raised since December 2006 (including IPO)

» Teekay Offshore’s banking group includes ~30 international banks

41

Appendix

42

MLP Overview» Distinct class of tax-advantaged yield-oriented publicly traded partnerships

(similar to REITs, Income Trusts, etc.)

» Over 60 energy partnerships trading in US markets, with total market capitalization of over $178 billion

» Over $60 billion of MLP equity issuance since 2000

» MLPs range from $72 million to $27.5 billion in market cap

» MLPs, which trade on a yield basis, exhibit far higher valuations than ordinary C-corps when compared on a EV / EBITDA basis

» Strong market access, with ability to issue equity under most market conditions

43

What is an MLP?

How did the MLP structure arise?» Based on the U.S. tax laws » Allows publicly traded partnerships for “natural

resource” businesses

A Master Limited Partnership (MLP) is a legal form, similar to a C-Corp. but with important tax advantages

Why do investors buy MLPs?

» Expect stable cash distributions with modest growth

» Issuers incentivized to grow distributions through subordination / Incentive Distribution Rights

» Partnership pays no income tax and distributions tax deferred

What are the considerations?

» An MLP is a true independent entity» Penalties for missing distributions» Separate Board and management» Non-competes between Sponsor and MLP

44

Why Carve-out Assets into MLPsCapitalize on growing fixed-rate investment opportunities

• Provides currency for project or acquisition opportunities in LNG, Offshore (shuttle, FSO and now FPSO) that could not be completed under Teekay’s original structure

Lower cost of capital• Yield-oriented investors place a higher value on stable cash flow

businesses, which results in a lower of cost equity for MLPs

Teekay can retain control even after issuing equity capital • In an MLP, the General Partner (GP), makes all operational decisions

while equity capital is issued in the form of Limited Partner units which have limited rights

Illuminates the value of the fixed-rate businesses• Prior to the carve-outs, Teekay’s fixed-rate businesses were being valued

at the same multiple as purely spot tanker owners

45

Shuttle Tanker Fleet Provides Substantial Contract Coverage

Purchase opt ion

2002

2003

BUILT/MAIN LIFTING AREA 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

2003Aberdeen

2004

Petronordic

Petroatlantic

Nordic Brasilia 2004

Navion Stavanger

Nordic Rio*

Stena Spirit*

Nordic Spirit

Navion Bergen

2001

2001

Navion Gothenburg*

2000

2006

BUILT/MAIN LIFTING AREA BB-outTeekay

BB-outTranspetro Option Firm

N. Sea

N. Sea

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

9 Shuttle Tankers on bareboat (BB) charters

* 50% ownership

46

Shuttle Tanker Fleet Provides Substantial Contract Coverage

CUSTOMER/MAIN LIFTING AREA

Basker Spirit

1 yr 2yrs 3 yrs 4 yrs 5 yrs 6 yrs 7 yrs 8 yrs 9 yrs 10 yrs

Option Firm

Aust ralia

Statoil T/C N. Sea

Esso T/C

Petrobras T/C Brazil

N. Sea

Life-o f-field

Duration by Customer

BP

1 yr 2 yrs 3 yrs 4 yrs 5 yrs 6 yrs 7 yrs 8 yrs 9 yrs 10 yrs 11 yrs 12 yrs 13 yrs 14 yrs 15 yrs 16 yrs 17 yrs 18 yrs 19 yrs 20 yrs

Nexen

Draugen Transport

Marathon

Hess

Total E&P

Eni

PetroCanada

ConocoPhillips

Chevron

Weighted average CoA

Firm Option

Statoil Heidrun

Contract of Affreightments (CoA) serviced by 11 Shuttle Tankers

Time Charters (TC) serviced by 17 Shuttle Tankers

47

Conventional Tanker Contracts Uniquely Long-term

2004

2003

BUILT/Charterer 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

1992Aberdeen

1995

Hamane Spirit 1997

Leyte Spirit

Poul Spirit

Torben Spirit

Gotland Spirit

Luzon Spirit

1994

1995

1992

19939

BUILT/MAIN LIFTING AREA Option Firm

Teekay

Teekay

Teekay

Teekay

Teekay

Teekay

Teekay

Teekay

Teekay

Kilimanjaro Spirit

Fuji Spirit

Scotia Spirit

SPT Explorer

SPT Navigator

SPT

SPT2008

20089

11 C

onve

ntio

nal T

anke

rs

• All ships double hull• Fixed-rate time-charters to Teekay Corp and Skaugen Petrotrans (SPT) provides stable cash flow support to distributions• Average time-charter rate:

• $26,000 per day

48

FPSO Contracts Commercially Important for Customers

Firm Option

BUILT/MAIN LIFTING AREA

AberdeenPetrojarl Varg

Cidade de Rio das Ostras

NorthSea

Brazil

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

FSO Contracts Provide Stability to Cash Flow

Firm Option

BUILT/MAIN LIFTING AREA 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

1991

AberdeenKarratha Spirit

Apollo Spirit

Navion Saga

1978

Pattani Spirit

1988

1988

BUILT/MAIN LIFTING AREA

Australia

Thailand

Evergreen

April 2014

North Sea

1988

AberdeenDampier Spirit

North Sea

Australia

Evergreen

Purchase optionEvergreen

Falcon Spirit 1986 Qatar

6FS

Os

2 FP

SO

s

Thank you!