- The document is Teekay Offshore's Q3 2019 earnings presentation, which contains forward-looking statements and discusses risks and uncertainties. - In Q3 2019, Teekay Offshore reported adjusted EBITDA of $158 million, consistent with the previous quarter. Key financing initiatives included placing $125 million in green bonds and a $214 million sale and leaseback transaction. - Operationally, the FPSO segment saw increased adjusted EBITDA while the shuttle tanker and towage segments declined slightly. New contracts were announced for shuttle tankers serving East Coast Canada.

1. Teekay Offshore
Q3-19 Earnings Presentation
November 7, 2019

2. This release 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,
among others: Brookfield’s proposal to acquire all issued and outstanding publicly held common units of the Partnership;
and any potential resulting transactions; the anticipated financing for two newbuilds; the timing of shuttle tanker
newbuilding deliveries and the commencement of related contracts. 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 exploration, production and storage of offshore
oil and gas, either generally or in particular regions that would impact expected future growth, particularly in or related to
North Sea, Brazil and East Coast of Canada offshore fields; shipyard delivery delays and cost overruns; delays in the
commencement of charter contracts; the Partnership’s ability to collect the amounts due under the settlement agreement
with Petrobras; new opportunities for the Petrojarl Varg FPSO unit; and other factors discussed in the Partnership’s filings
from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2018. 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.
Forward Looking
Statement
2

3. 3
Teekay Offshore
5%
49%
46%
FPSO FSOShuttle Tanker
$4.8bn
Forward Revenue
~2,000
Employees
58
Vessels
Blue Chip Customers
(1) As of September 30, 2019. Based on existing contracts but excludes extension options and oil tariff
revenues; includes existing vessels plus proportionate share of equity-accounted vessels

4. 4
Highlights
Q3-19 Results
Adjusted EBITDA of $158 million in
Q3-19, consistent with Q2-19
Financing
Placed $125 million of senior unsecured
green bonds that will partially finance
four E-Shuttles under construction,
concluded a U.S. Private Placement of
$120 million related to the Libra FPSO
and a $214 million sale and lease back
for E-Shuttle newbuilds 5 and 6
Brookfield Acquisition
In October, the Partnership entered
into an agreement and plan of merger
with Brookfield in which Brookfield will
acquire all the outstanding
publicly held Common Units
Contract Extensions
Expanded the current agreement with
the East Coast Canada oil companies
for the charter of a fourth newbuild
shuttle tanker, ordered in August 2019

5. FPSO
Adjusted EBITDA increased by $1 million to $73 million in
Q3-19
Shuttle Tanker
Adjusted EBITDA decreased by $3 million to $65 million
in Q3-19, primarily due to fewer CoA days
FSO
Adjusted EBITDA increased by $1 million to $24 million
in Q3-19
Towage
Adjusted EBITDA decreased to a loss of $1 million in Q3-19
due to lower fleet utilization
Strong Operational
Performance in Q3-19
5
Adjusted EBITDA of $158
million in Q3-19, decreased by
$1 million from Q2-19
159
72
68
23
0
-3
158
73
65
24
-1 -3
( 25)
-
25
50
75
100
125
150
175
Total FPSO Shuttle FSO Towage Other
Adjusted EBITDA (US$ millions)
Q2-19 Q3-19

6. FPSO Segment
Operations
Consistently high economic uptime
and safe operations consistent with
the previous quarter
6
Economic Uptime Adjusted EBITDA (US$ millions)
91
83
92
109
94
72 73
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
99% 99% 99% 99% 99% 99% 99%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
Arbitration Award
The arbitration tribunal has issued its
award in respect of the dispute with
the charterer of the Petrojarl Knarr
FPSO

7. Shuttle Tanker Segment
Operations Newbuildings
Strong operational quarter with
100% on hire
Two shuttle tankers retired in July
2019
Total North Sea newbuilding
program with deliveries from
December 2019 through January
2021, and with capex of
approximately $800 million,
excluding capitalized interest
Remaining capex of approximately
$590 million as of Q3-19
7
Technical Uptime
*Q4-18 figures excludes impact of Petrobras settlement
Adjusted EBITDA (US$ millions)
Contract Extensions
Expanded the current agreement
with the East Coast Canada oil
companies for the charter of a
fourth newbuild shuttle tanker with
an estimated delivery in early-2022,
and with capex of approximately
$120 million, excluding capitalized
interest
58 56
65
69 67 68
65
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
97% 98% 97% 98% 99% 100% 100%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19

8. 22 23
21
26
23 23 24
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
FSO Segment
Operations
Strong operational quarter with solid
uptime
8
Technical Uptime Adjusted EBITDA (US$ millions)
97% 98% 97% 98% 99% 98% 99%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
Dispute resolved
Resolved dispute with shipyard
related to the conversion of the
Randgrid FSO
Contract Extension
One-year extension of the Apollo
Spirit FSO operating on the UK
Banff field

9. (5)
2
(2)
(1)
4
0
-1
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19
Towage Segment
Operations
Fleet utilization decreased to 53%
in Q3-19, due to time spent
repositioning for projects to
commence in Q4-19
$1 million lower maintenance costs
in Q3-19, due to the reactivation of
ALP Forward in Q2-19
9
Utilization Adjusted EBITDA (US$ millions)
47%
65% 66%
58%
96%
67%
53%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19

10. 10
Financing Update
Shuttle Newbuilds 5-6
Bridge Loan
Green BondExecuted three major
financing initiatives
$214 million sale and leaseback
transaction closed in September
2019
Interest rate of LIBOR + 2.85%,
term of 10 years and profile of 19
years
$100 million bridge loan to provide
pre- and post-delivery financing for
a shuttle tanker newbuilding to
operate on the East Coast of
Canada
Interest rate of LIBOR + 2.50% until
March 2020, increasing by 25 bps
quarterly thereafter
Matures in August 2022
Teekay Shuttle Tankers issued $125
million of senior unsecured green
bonds in October 2019, due in 2024
Interest rate of LIBOR + 6.50%
First ever Green Maritime Bond
issued in the Western Hemisphere
$120 million raised in September
related to the 50% ownership in the
Libra FPSO
Notes due in 2027 and bear a fixed
coupon of 7.11%
US Private Placement
Loan Extensions
$125 million revolving credit facility
from Brookfield extended by one
year to October 2020
Arendal Spirit financing, currently at
$38 million, extended to February
2023
Suksan Salamander FSO financing,
currently at $26 million, refinanced
to August 2022

11. Debt Maturity
Schedule
11
Excluding FPSO JV debt
All debt shown as fully drawn
As of 31 October 2019
81
487
338
601
1 137
476
186
-
200
400
600
800
1 000
1 200
Remaining 2019 2020 2021 2022 2023 2024 2025
US$MILLIONS
Brookfield RCF Unsecured debt Shuttle FPSO FSO Towage Accomodation

12. • Merger plan announced on October 1, 2019
• Brookfield to acquire all outstanding common units not already held
• A newly formed subsidiary of Brookfield will merge with and into the Partnership, with the
Partnership surviving
• The Merger will become effective once all relevant filings are completed (the Effective Time)
• Each Common Unit outstanding at Effective Time converted into the right to receive $1.55 in cash
• As an alternative there is an option to elect to receive one newly designated unlisted Class A
Common Unit
• Further details provided in the Rule 13e-3 Transaction Statement filed by the Partnership on
October 28, 2019
The Merger Agreement
12

13. • Maintain safety standards and operational excellence
• Secure FPSO charter extensions and redeployments
• Increase profitability in existing business
• Execute contemplated financing initiatives
• Strengthen balance sheet through de-levering
2019 Priorities
13

14. Appendix

15. Q4 2019 Outlook
Teekay Offshore Partners
15
Adjusted EBITDA
(in USD millions)
Q3 2019 Q4 2019 Outlook - compared to Q3 2019
Net revenues $269m • In line with Q3-19
Vessel operating expenses ($101m)
• $3-5m increase in the FPSO segment due to timing of repairs and maintenance
• $2-4m increase in the Shuttle segment mainly due to timing of repairs and maintenance
Time-charter hire expenses ($11m) • In line with Q3-19
General and administrative expenses ($17m) • $2-4m increase due to non-recurring shared services transition costs and higher legal fees
Adjusted EBITDA from equity-accounted vessels $20m • $10-15m increase due to a Q4-18 maintenance bonus from the Libra FPSO
Adjusted EBITDA attributable to non-controlling interests ($2m) • In line with Q3-19
Adjusted EBITDA $158m

16. FPSO Charter Summary
OptionsFirm Available
16
Unit Location 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Libra Brazil Petrobras
Knarr Norway Shell
Petrojarl I Brazil Enauta
Piranema Brazil Petrobras
Itajai Brazil Petrobras
Voyageur UK Premier Oil
Varg Norway
Ostras Namibia
Unit Location 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Note: Please refer to 20F for contract details

17. FSO Charter Summary
17
OptionsFirm Available
Unit Location 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Falcon Spirit Qatar Qatar Petroleum
Suksan
Salamander
Thailand Teekay Corp.
Dampier Spirit Australia Jadestone
Apollo Spirit UK Teekay Corp.
Randgrid Norway Equinor
Unit Location 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Note: Please refer to 20F for contract details

18. 18