The document is Teekay Offshore's Q4-19 earnings presentation. It discusses strong operational performance in Q4-19 with adjusted EBITDA increasing $9M from Q3-19 to $167M. It provides details on recent developments including the completion of the privatization by Brookfield, the delivery of the first newbuilding shuttle tanker, and financing initiatives including a $100M bridge loan and $125M green bond issuance. Appendices at the end summarize the company's FPSO and FSO contracts.

1. Teekay Offshore
Q4-19 Earnings Presentation
February 6, 2020

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: priorities of Teekay Offshore Partners L.P. (the “Partnership”) for 2020; forward fee-based revenues and
remaining contract durations; anticipated contract extensions; recycling of vessels in accordance with the Ship Recycling
Transparency Initiative; expected resolution or results of investigations related to past vessel recyclings; anticipated
remaining capital expenditures for newbuildings; the timing of newbuilding deliveries and the commencement of related
contracts; the timing of the reactivation of the ALP Ace; and the required number of towage vessels and timing thereof under
the towage contract relating to the Coral South LNG project. 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 or the reactivation of vessels; changes in expected vessel requirements to service contracts; compliance with
vessel recycling requirements; changes in applicable industry laws and regulations and the timing of implementation of new
laws and regulations; 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
4%
52%
44%
FPSO FSOShuttle Tanker
$4.6bn(1)
Forward Revenue
~2,000
Employees
56
Vessels
Blue Chip Customers
(1) As of December 31, 2019. Based on existing contracts but excludes extension options and oil tariff revenues

4. 4
Highlights
Q4-19 Results
Adjusted EBITDA of $167 million in
Q4-19, a $9 million increase from Q3-
19
Privatization Process
On January 22, 2020, the acquisition
by merger of Teekay Offshore by
Brookfield was completed
As a result of the merger, Brookfield
owns 98.7% of the outstanding unlisted
common units and unaffiliated
unitholders, who elected to receive
equity consideration in respect of their
common units, hold 1.3%
Rebranding
Teekay Offshore will be rebranded as
Altera Infrastructure – expected to be
effective from end Q1-20
Newbuilding Delivery
The first of six E-Shuttle newbuildings,
Aurora Spirit, delivered on January 20,
2020 and will commence trading in the
North Sea in Q1-20

5. FPSO
Adjusted EBITDA increased by $9 million to $82 million in
Q4-19 mainly due to the recognition of the Libra FPSO
annual maintenance bonus in Q4-19
Shuttle Tanker
Adjusted EBITDA remained generally consistent with Q3-19
at $65 million
FSO
Adjusted EBITDA decreased by $1 million to $23 million
in Q4-19
Towage
Adjusted EBITDA increased by $3 million to a gain of $1
million in Q4-19 due to higher fleet utilization
Strong Operational
Performance in Q4-19
5
Adjusted EBITDA of $167
million in Q4-19, increased by
$9 million from Q3-19
158
73
65
24
-1 -3
167
82
65
23
2
-4
( 25)
-
25
50
75
100
125
150
175
200
Total FPSO Shuttle FSO Towage Other
Adjusted EBITDA (US$ millions)
Q3-19 Q4-19

6. 91
83
92
109
94
72 73
82
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
FPSO Segment
Q4-19 Operations
Consistently high economic uptime
and safe operations consistent with
the previous quarters
6
Economic Uptime Adjusted EBITDA (US$ millions)
99% 99% 99% 99% 99% 99% 99% 99%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
Libra FPSO
$13 million (Teekay Offshore’s 50%
share) annual maintenance bonus
recognized in Q4-19 in reflection of
high uptime during 2019

7. 58 56
65
69 67 68
65 65
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
Shuttle Tanker Segment
Q4-19 Operations Newbuildings
Strong operational quarter with
100% on hire
The first of six E-Shuttle
newbuildings, Aurora Spirit, delivered
in January 2020. Rainbow Spirit is
expected to be delivered in Q1-20
7
Technical Uptime
*Q4-18 figures excludes impact of Petrobras settlement
Adjusted EBITDA (US$ millions)
97% 98% 97% 98% 99% 100% 100% 100%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
Capex
The total capex for the six E-Shuttles
and the fourth East Coast Canada
shuttle tanker is approximately $920
million, excluding capitalized interest,
of which $728 million is funded with
secured financing
The remaining capex as of year-end
2019 is approximately $690 million,
of which $580 million is funded with
secured financing

8. 22 23
21
26
23 23 24 23
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
97% 98% 97% 98% 99% 98% 99% 100%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
FSO Segment
Q4-19 Operations
Strong operational quarter with solid
uptime
8
Technical Uptime Adjusted EBITDA (US$ millions)

9. Towage Segment
Q4-19 Operations
Fleet utilization increased to 69% in
Q4-19 compared to 53% in the
previous quarter
ALP Ace is being re-activated from
lay-up and expected to be in
operation from February 2020 and
all ten vessels will then be in
operation
9
Utilization Adjusted EBITDA (US$ millions)
47%
65% 66%
58%
96%
67%
53%
69%
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19
In January 2020, a contract to tow
an FLNG to the Coral South LNG
project in Mozambique was signed.
This will require up to five vessels,
and is expected to take place in the
fourth quarter of 2021
Clients’ forward booking of capacity
reflect the anticipated strong
improvement in market demand
Coral South LNG Project
(5)
2
(2)
(1)
4
0
(1)
2
Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

10. 10
Financing Update
Green BondFinalized two major financing
initiatives in Q4-19
$100 million bridge loan to provide
pre- and post-delivery financing for
a shuttle tanker newbuilding to
operate on the East Coast of
Canada, maturing August 2022
The loan is not drawn on, and is
expected to be refinanced into the
existing East Coast Canada shuttle
tanker fleet loan
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
Bridge Loan

11. Year-end 2019 Debt
Maturity Schedule
11
Excluding FPSO JV debt
Revolving Credit Facilities
and debt related to
newbuildings shown as fully
drawn
487
338
601
1,137
476
186
-
200
400
600
800
1,000
1,200
2020 2021 2022 2023 2024 2025
US$MILLIONS
Brookfield RCF Unsecured debt Shuttle FPSO FSO Towage Accomodation

12. • Merger effective on January 22, 2020 - Brookfield Business Partners L.P., together with certain of its affiliates
and institutional partners (collectively, Brookfield), completed its acquisition by merger of all of the outstanding
publicly held and listed common units
• Each unaffiliated common unit holder prior to trading on January 23, 2020 received $1.55 in cash
consideration per common unit, save those electing the alternative
• As an alternative, such unaffiliated unitholders had the option to elect to receive one newly designated
unlisted Class A Common Unit
• As a result of the Merger, Brookfield now owns 100% of the Class B Common Units, representing
approximately 98.7% of the outstanding common units of the Partnership. The remaining approximately 1.3%
is held by those electing to take the unlisted Class A Common Units
• Pursuant to the terms of the Merger Agreement, the Partnership’s outstanding preferred units were
unchanged and remain outstanding following the Merger
• Following suspension of trading in the Partnership's common units, the SEC has been notified of the delisting
of such common units on the NYSE and the deregistration of the common units
• Further details provided in the Rule 13e-3 Transaction Statement (Amendment No. 2) and related documents
filed by the Partnership with the SEC on December 12, 2019
Privatization Process
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. FPSO Charter
Summary(1)
OptionsFirm Available
15
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
(1) As of December 31, 2019

16. FSO Charter
Summary (1)
16
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
(1) As of December 31, 2019