Teekay Offshore (NYSE: TOO) Investor Day Presentation September 30 2014

1. TTEEEEKKAYAY
TEEKAY
OFFSHORE
PARTNERS
INVESTOR DAY
September 30, 2014
Photo Credit:
John Mikal Torgersen

2. 2
KENNETH
HVID
Chief Strategy Officer
2

3. 3
Forward Looking Statements
This 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. All statements included in or
accompanying this presentation, other than statements of historical fact, are forward-looking statements. Forward-looking statements are
not guarantees and actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking
statements in this presentation include, among others, statements regarding: the fundamentals in and growth potential of the
offshore industry; future growth opportunities for the Partnership and its various segments, including the Partnership’s ability to participate
in new offshore projects or to grow organically; the accretive nature of any acquisitions and any future increases in the Partnership’s
distributable cash flows; the amount of the Partnership’s forward fee-rate revenues; estimated future total assets of the Partnership and its
segments; estimated capital expenditures for existing growth projects; illustrative annual distribution growth of the Partnership; the cost and
timing of delivery of new and converted vessels and commencement of their time-charter contracts; the timing of completion of operational
testing on the HiLoad DP vessel; the status, timing, cost and expected distributable cash flow to be generated from the potential acquisition
by the Partnership of the Knarr FPSO; the timing and certainty of entering into long-term financing and charter contracts for the FAU
newbuildings prior to their deliveries; the timing and certainty of the Partnership’s joint venture with Odebrecht completing negotiations for
the Libra FPSO project with Petrobras, and the expected related cost and charter period; expected additional project bidding by the
Partnership; the Partnership’s FPSO deal execution capacity; and the potential for Teekay Corporation or third parties to offer additional
vessels or projects to the Partnership and the Partnership agreeing to acquire such vessels or projects. 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: vessel operations and oil production volumes; significant changes in oil prices;
variations in expected levels of field maintenance; increased operating expenses; levels of oil production in the North Sea and Brazil
offshore fields; potential early termination of contracts; shipyard delivery or vessel conversion delays and cost overruns; failure by the
Partnership to secure financing or charter contracts for FAU newbuildings; changes in exploration, production and storage of offshore oil
and gas, either generally or in particular regions; delays in the commencement of time-charters; the inability to successfully complete the
operational testing of the HiLoad DP unit; failure of Teekay Corporation to offer to the Partnership additional vessels or of the Partnership
to acquire the Knarr FPSO unit; failure to complete negotiations with Petrobras for the Libra FPSO project; potential delays in the
commencement of operations of the Knarr FPSO unit; the Partnership’s ability to raise adequate financing to purchase additional assets;
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, 2013. 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.

4. 4
Teekay Offshore Partners
• Broadening our offshore service offering and growth potential
• Strong industry fundamentals will continue
• Two main business platforms:
○ Floating production
○ Offshore logistics

5. 5
Strong
Industry
Fundamentals
Stable
Operating
Model
INVESTMENT
HIGHLIGHTS
Leading
Market
Positions
Strong,
Visible
Growth
$7.8 billion
of forward
fee-based
revenues
Deepwater
offshore oil
production is set
to double by 2025
Market leader in
harsh weather
FPSOs and
shuttle tankers
$3.2 billion
of built-in
growth

6. 6
$
Teekay
Offshore
at a
glance
$3B Market Cap.
6%
Distribution CAGR
Since IPO in 2006
2006
Fee-based
Contracts
Blue-Chip
Customers 54 Offshore Units
2014
Avg. contract
duration of 5.3
years (excluding options)
TEEKAY
OFFSHORE
AT A GLANCE
15% per annum
Total Shareholder
Return Since IPO

7. 7
Core Regions: Brazil & North Sea
North Sea
• 19 shuttle tankers
• 6 FPSOs (2 TOO + 4 TK Corp)
• 2 FSOs
Falcon Spirit FSO
Brazil
• 13 shuttle tankers + 1 Hi-Load
• 3 FPSOs + 1 future FPSO
• 1 future accommodation unit
Suksan Salamander FSO
Pattani Spirit FSO
Dampier Spirit FSO

8. 8
Teekay Offshore’s Business Mix Continues
to Evolve
• Enhancing service offering to the customer
• With roll-off of conventional tanker contracts, Teekay Offshore is becoming a
80%
7%
13%
Total Assets 2013
by Segment
56% 37%
3%
4%
Total Assets 2013 PF*
by Segment
30%
49%
6%
2%
9%
4%
true “pure-play” in the build-out of offshore crude oil production
Total Assets 2007
by Segment
Total
Assets
$2.0B
Total
Assets
$3.9B
Total
Assets
$7.1B*
Conventional Tankers FSOs Shuttle Tankers FPSOs FAUs Towage
* December 2013 pro forma to include known growth projects delivering through 2017.

9. 9
Stable Portfolio of Fee-Based Contracts
With Strong Customer Base
Forward Fee-Based Revenues
by Segment*
Average Remaining Contract Length
by Segment*
FPSO
FSO
Shuttle
Tankers
Conventional
Tankers
FAU
6 years
5 years
4 years
4 years
3 years
$7.8B
Total Forward
Fee-Based
Revenues
56%
31%
9%
1%
3%
* Excludes extension options and includes the Knarr FPSO which has been offered to Teekay Offshore

10. 10
Solidifying our Position in the Value Chain
Teekay Offshore’s growth driven by:
2. Responding to needs of our common customers
FPSO
(Shipshape)
FSO
Floating
Accommodation
HiLoad DP
Ocean
Towage
FPSO
(Cylindrical)
Offshore
Production
Shuttle
Tankers
Offshore
Logistics
1. Strong fundamentals
3. Leveraging our competitive advantages
4. Pursuit of higher returns

11. 11
Providing Services to Meet Customers’
Offshore Oil Production Needs
TERMINAL
REFINERY
OFFSHORE UNITS
CONVENTIONAL
FLOATING
ACCOMMODATION
HI-LOAD
FSO
+
OFFSHORE
PLATFORM
OFFSHORE
PLATFORM
SHUTTLE
TOWAGE &
INSTALLATION
FPSO

12. 12
Oil Production Moving Offshore
With deepwater taking an increasing share
• The world needs 50 mb/d
of new oil by 2035 just to
offset existing field decline
• Easy-to-find oil is
disappearing; new supply
will increasingly come from
unconventional plays
• Deepwater offshore oil
production is set to double
by 2025
• Teekay’s core customers
are at the forefront of
these new developments
Deepwater Oil Production by Company
Others
Eni
Noble
Statoil
ExxonMobil
Statoil
Eni
Eni
Noble
Statoil
ExxonMobil
12
10
8
6
4
2
0
Million boe/d
Source: IHS
ExxonMobil
Shell
BP
Total
Chevron
Petrobras

13. 13
Deepwater Accounts for 23% of New
Production for the Top 26 IOCs
Rising to 31% when Petrobras is Added
8%
20%
28%
23% 21%
Oil Sands
Conventional Onshore
Conventional Shallow
Deepwater
Unconventional
7%
18%
19%
25%
31%
2020 New Production Sources
Top 26 IOCs Top 26 IOCs + Petrobras
Total
16 mb/d
Total
18 mb/d
Overall production volume growth of the top IOCs requires a balanced production portfolio,
despite an increased focus on unconventional sources by many Independents
Source: IHS

14. 14
Growth Across Multiple Offshore Segments
Known Growth Capex
by Segment
Shuttle
/ Hi-Load
FSO
2014
Dropdown
FPSOs
(Estimated)
2015 2016 2017
FAUs
Towage
Vessels
49%
14%
2%
7%
Known Growth
19%
$3.2B
Projects
9%
FPSO

15. 15
Over 80% of Growth Capex Already Booked to
Achieve Illustrative Growth Through 2017
Actively bidding on 2017 / 2018 Offshore projects and on-the-water
acquisitions to drive future distribution growth
TOO Growth CAPEX - Committed vs. Illustrative Target
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
-
2015 2016 2017 2018
Annual Capital Investment ($millions)
Cumulative Capital Investments (Known)
Cumulative CAPEX Required for Illustrative Distribution Growth
TOO Known Annual Asset Deliveries
83% of Capex
to achieve
illustrative
growth already
committed
Illustrative Distribution Growth
7.5%
5%
5%

16. 16
Well Positioned to Capture Significant Share
of Offshore Production Market Growth
$80 billion market opportunity in our segments
Offshore Unit Demand 2015-2020
200
180
160
140
120
100
$56 billion
100
90
80
70
60
50
40
30
20
10
0
80
60
40
20
0
Offshore Unit
Requirement
Capex
$ Billions
Number of units
FPSO FSO Shuttle FAU
Source: Internal Estimates
$80B

17. 17
Core Regions: Brazil & North Sea
:
Current
Core
Markets
Potential
New
Markets
Southeast Asia
Increase in
development of
smaller fields
West Africa
Increasing
complexity of
offshore services
East Coast
Canada
Expanding Shuttle
Region
Gulf of Mexico
Growing demand
for offshore
services

18. 18
FLOATING
PRODUCTION,
STORAGE AND
OFFLOADING (FPSO)

19. 14-16 contract awards per year
19
Strong Demand for FPSO Projects
Brazil a key region for new FPSO demand
Leased FPSO Operators
16
14
12
10
8
6
4
2
• The pace of FPSO projects is set to
increase during the next 5 years
• Brazil is at the forefront of new
FPSO demand
• Growing trend towards leased
instead of oil company owned units
Planned FPSO Projects by Region
40 34
15
20 15
Brazil
Africa
N. Europe
S.E. Asia
Others
Historical & Forecast FPSO Contracting
14
10 9 10
5 4
1
4
3 1
3
0
BW
Offshore
SBM MODEC Teekay /
TOO
Bumi
Armada
Bluewater
No. Vessels
Existing On Order
25
20
15
10
5
0
2009
2010
2011
2012
2013
2014E
Forecast Historical
2015E
2016E
2017E
2018E
2019E
2020E
Number of Contracts
Source: Clarksons / Energy Maritime Associates

20. 20
Current FPSO Fleet Contract Status
FPSO Unit
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Owner
TOO Petrojarl Varg Talisman Options
TOO Voyageur Spirit E.ON Options
TOO Cidade de Rio das Ostras Petrobras Options
TOO Piranema Spirit Petrobras Options
TOO Cidade de Itajai (50%) Petrobras
TOO Libra (Conversion) (50%) Petrobras
Centrica
TK Hummingbird Spirit Options
TK Petrojarl Banff CNR
TK Petrojarl Foinaven BP Extension
TK Petrojarl Knarr (Newbuilding) BG
TK Petrojarl I Evaluating opportunities for redeployment, or sale

21. 21
Status of Dropdown FPSOs at Teekay Parent
Remaining FPSOs targeted for dropdown to TOO by end-2016
FPSO Current Status Dropdown Trigger
Petrojarl Knarr • Preparing for field
installation
• Offer has been received from
Teekay Parent
Petrojarl Banff • Producing on field • Contract uplift commencing
Q1 2015
Hummingbird
Spirit
• Options on current
contract run through
March 2017
• Centrica to complete possible field
life extension analysis
• Enter into new long-term contract
based-on enhanced field life
Foinaven • Subsea issues causing
field to produce below
max. capacity
• Stabilize production and obtain
charterer’s approval to transfer
ownership to TOO
Petrojarl 1 • In lay-up
• Bidding on new long-term
contract (would require
upgrade), or
• Sale to third party
• Signing of suitable contract

22. 22
Knarr FPSO Status
Update
• Arrived in Norway and preparing
for offshore installation
• Tow to field scheduled for early-
October – will then commence
mooring and riser installation
(weather dependent)
• Commissioning planned for
October to late-November
• On schedule to commence 10-year
charter to BG in December
• Expected to generate annual DCF*
of approximately $70 million
* Distributable Cash Flow is a non-GAAP measure used by certain investors to measure the
financial performance of Teekay Offshore and other master limited partnerships
22

23. 23
Libra FPSO Status Update
• Expect to sign Letter of Intent
with Petrobras today
• Early Well Test unit
• 12-year contract commencing
early-2017
• 50% owned with our Brazilian
partner, Odebrecht Oil and Gas
• Total Capex: $485 million (50%
basis)
• FPSO conversion at Jurong
Shipyard in Singapore utilizing
1995-built TOO shuttle tanker,
Navion Norvegia
Libra field considered to be the
largest oil field in Brazil with
8-12B recoverable barrels

24. 24
Strengthening FPSO Operational Leadership
Key Focus Areas Action
Continue to strengthen
the organization
Reorganized into stand-alone regional teams in
Aberdeen, Trondheim and Brazil and established a
permanent, Asia-based FPSO execution team
Increase access to
engineering and project
resources
Resource sharing agreements with Sevan and
Kanfa
Enhance risk mitigation Implemented a more rigorous risk management
process for tendering and execution of projects
Improve start-up and
field commissioning
processes
Installed and commissioned Banff successfully and
transferred the same installation and commissioning
team to Knarr
Achieve full production
capacity on all units
Restored full production capacity on Banff, Voyageur
and Foinaven

25. 25
“Target-Rich” FPSO Market
Focused on core North Sea and Brazil markets
• Expect 55 new FPSO projects in next 5 years
• Human capacity to execute 2 - 3 new projects simultaneously
• Targeting FPSO projects of $500 million to $1 billion each
• High barriers to entry and few competitors in core markets
North Sea Brazil
• Expertise required in a highly-regulated,
harsh weather operational
environment
• Leading provider of FPSOs in the
North Sea
• Sevan solution more cost effective as
no turret required
• Local content requirements and project
size and complexity
• First-mover advantage on Libra oil field
• Partnership with Odebrecht
Expect to bid on 3 projects
in next 24 months
Expect to bid on 4 projects
in next 24 months

26. 26
INGVILD
SAETHER
President, Teekay
Shuttle and Offshore
Services
26

27. 27
TOO’s Offshore Logistics Business
Hi-Load
Innovative
technology
Shuttle Tankers
Core of the
franchise
FSOs
High-return
conversions
Quality
and know-how
Long-haul Towage
Sevan
technology
FAUs

28. 28
Organization Structured for Growth
• Stavanger, Norway-based operations streamlined with an intense
focus on profitability:
○ Operating costs reduced by approximately 20% compared to three years
ago:
− Implemented Filipino manning program, reducing crew costs
○ G&A reduced by approximately 20%
− Eliminated middle management layer
○ Increased average revenues per ship day
• Restructured into a project-oriented organization to grow beyond
shuttle tankers
○ Applying core competencies in DP and offshore operations to FAUs, Long-haul
towage, Hi-Load units

29. 29
OFFSHORE
LOGISTICS:
DP Offshore Loading

30. Brazil Driving Demand for Offloading Solutions
Includes a requirement for both DP shuttle tankers and Hi-Load units
Estimated New Shuttle Tanker Requirement to 2020
30
• Brazil to drive the bulk of
new shuttle tanker demand
to 2020
• Replacement demand for
vessels 20+ years in the
North Sea
• Requirement for new
vessels East Coast
Canada
• ~$2-3 billion of shuttle
tanker opportunities
anticipated in
the next 5 years
Shuttle Tankers
34
25
5 2 3 2
3
40
35
30
25
20
15
10
5
2 0 1
TOO Knutsen Viken AET Lauritzen Tsakos
No. Vessels
Existing On Order
35
30
25
20
15
10
5
0
North Sea
CoA*
North Sea
TC
East Coast
Canada
Brazil** TOTAL
Number of Vessels
Source: Internal Estimates
*Includes replacement demand **Includes Hi-Load units

31. 31
Hi-Load Technology
Enhances Our
Offshore Loading
Offering
• Enables conventional tankers to load
from offshore fields
○ Eliminates need for regional
transshipment
• Operational testing for Hi-Load #1
expected to be completed during Q4-14
○ Completed multiple loadings from an
offshore unit to a conventional tanker
• FEED Study with BG for future Brazil
operations to focus on direct crude
export using Suezmax and VLCC
tankers

32. 32
Case Study:
Scott Spirit
Extended Well Tests
• Xcite - Bentley Field (UK – 2012)
○ Receiving up to 1000 m3/day
○ 100 days of operation
• Noble (Equitorial Guinea – 2013)
○ Remote area
○ Challenging logistics
○ 180 days of operation
• West Linapacan Field
(Philippines – 2015)
○ Loading, storing, transportation
○ Signed LOI – final contract pending
○ Expected start up March 2015 for ~200 days

33. 33
OFFSHORE
LOGISTICS:
Floating Storage and
Offtake (FSO)

34. Existing FSO markets for TOO
34
FSO Demand Growth Concentrated
in Asia and North Sea
• Trend toward higher-valued
FSOs
○ Harsh-weather North Sea units
$300 to $500 million
○ Asia-based units $50 to
$100 million
• Pace of FSO demand expected
to increase in the next 5 years
8
7
6
5
4
3
2
1
16
14
12
10
8
6
4
2
0
6
5
S.E. Asia North Sea GoM MED Africa Brazil
Source: Energy Maritime Associates
3 3 3
1
2
0
TOO Omni MODEC Trada
Maritime
MISC
No. Vessels
Leased FSO Operators
Existing
On Order / Future Conversion
Planned FSO Projects by Region

35. 35
Floating Storage: Short and Long-term Execution Plan
2015 2016/2017
Gina Krog FSO Conversion
Commence conversion of 1995-
built Randgrid shuttle tanker
2017 – 2020 Prospects
Commence 3-15 year
contract with Statoil
Premier Oil – Sea Lion Field
• Start up 2018/2019
• 25+ years field life
• Sevan 1.2M bbls
• Falkland Islands
• Combined package FSO, Shuttle
+ potentially Hi-Load
Xcite – Bentley Field
• Start up 2017/2018
• 30 + years field life
• Sevan 1M bbls
• UK sector
Maersk – Culzean Field
• Start up 2017
• 25+ years of field life
• Sevan 650K bbls
• UK sector

36. 36
OFFSHORE
LOGISTICS:
Floating Accommodation
Units (FAU)

37. 37
Growing Need for Floating Accommodation
Strong demand for modern DP units to meet growth and replace older units
7
Age Profile of FAU Fleet
3 3
4
4
10 12 13 14
Floating Accommodation
16
14
12
10
8
6
4
2
FAU Supply / Demand Balance
2 3 4 8 9 9 11 12
2
4
4 5 5 6
8 12 12 11 10 10 11 11 11 12
60
50
40
30
20
10
0
2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E
No. Units
Mexico Brazil North Sea RoW Supply Adjusted Supply*
*Adjusted to account for scrapping (30% of units aged 30+ years) & excluding low-spec units on order Source: Platou
24%
4%
60% 12%
0-4 years
5-9 years
25-29 years
30+ years
11
3
1 1
4
2
3 2 2
0
Prosafe Floatel TOO Cotemar Gran
Energia
No. Vessels
Existing On Order

38. 38
Key Benefits of
Teekay Offshore
FAUs
• Cylindrical Sevan design
provides high stability and uptime
○ Superior to semi-sub units
• Large storage capacity (water,
fuel, etc.)
• High variable deck load
○ +2,000 m2 deck space
• Important performance factors for
the customer:
○ Motion stability
○ Station keeping

39. 39
Teekay Offshore FAU has Superior Motion
Characteristics
Short Term Response in Irregular Waves
Typical wave periods in
normal operating conditions
Less Stable
TOO FAU
More Stable

40. 40
Attractive Returns from FAU Contracts in
Key Regions
North Sea and UK Continental Shelf
• Typically shorter contract tenor (9 - 18
months)
• Seasonality opposite of shuttle tankers on
CoAs (higher field maintenance during
summer)
• Higher returns (5 - 6x EBITDA)
Mexico
• Historically, long-term
contracts
(3 – 10 years)
Brazil
• Medium-term contracts (3 – 5 years)
• Returns similar to other offshore production
assets (6 - 8x EBITDA)

41. 41
FAU: Execution Plan
2014 2015 2016 - 2017
Rig #1
Complete construction and commence 3-year contract with Petrobras
Non-conditional options for an
additional 5 units
Will consider exercising options
based-on market conditions
Rig #2
Complete construction and tender for new contract
Rig #3
Complete construction and tender for new contract
2016 - 2017

42. 42
OFFSHORE
LOGISTICS:
Long-Haul Towage

43. 43
Expect Strong Demand for DP Towage
50
40
30
20
10
0
2013 2014 2015 2016 2017 2018 2019 2020
Forecast Installation Mobilisation Towage
• TOO is constructing four, DPII, 300-ton bollard pull, SX-157 Ulstein X-Bow
Design long-distance towing and anchor handling vessels delivering in 2016
○ Capable of operating at full load for 45 days without refuelling
○ Equipped with anchor handling capabilities required for mooring and
installation
• Gap in the market for units capable of both high-end towage and installation /
decommissioning
Source: ABN Amro
Towage vessels required to 2020

44. 44
TEEKAY
OFFSHORE
IS WELL-POSITIONED
• Leading market
positions
• Strong industry
fundamentals
• Stable operating model
• Strong, visible growth
44

45. 45