Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) today reported net income of $20.6 million for the quarter ended September 30, 2008, compared to a net loss of $9.0 million for the same period last year. The results for the quarters ended September 30, 2008 and 2007 included a number of specific non-cash items which had the net effect of increasing net income by $2.3 million and decreasing net income by $17.3 million, respectively, as detailed in Appendix A to this release. Net voyage revenues(1) for the third quarter of 2008 increased to $164.4 million from $159.3 million for the same period last year.

Net income for the nine months ended September 30, 2008 was $33.1 million, compared to net income of $10.0 million for the same period last year. The results for the nine months ended September 30, 2008 and 2007 included a number of specific items which had the net effect of decreasing net income by $0.4 million and $13.0 million, respectively, as detailed in Appendix A to this release. Net voyage revenues(1) for the nine months ended September 30, 2008 increased to $482.6 million from $473.4 million for the same period last year.

For accounting purposes, the Partnership is required to recognize the changes in the fair value of derivative instruments through the statement of income (loss). This revaluation does not affect the Partnership's cash flows or the calculation of distributable cash flow, but results in the recognition of unrealized gains or losses on the statement of income (loss).

During the three months ended September 30, 2008, the Partnership generated $17.5 million of distributable cash flow(2), up from $10.5 million for the second quarter of 2008, primarily as a result of the acquisition of an additional 25 percent interest in Teekay Offshore Operating Partners L.P. (OPCO) on June 18, 2008.

On November 3, 2008, the Partnership declared a cash distribution of $0.45 per unit for the quarter ended September 30, 2008, an increase of $0.05 per unit, or 12.5 percent, from the previous quarter. This distribution increase reflects the acquisition of an additional 25 percent interest in OPCO and OPCO's acquisition of two Aframax lightering vessels, on June 18, 2008. The cash distribution was paid on November 14, 2008 to all unitholders of record on November 7, 2008.

On February 2, 2009, the Partnership declared a cash distribution of $0.45 per unit for quarter ended December 31, 2008. The cash distribution is payable on February 13, 2009, to all unitholders of record on February 6, 2009.

(1) Net voyage revenues represents voyage revenues less voyage expenses, which comprise all expenses relating to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage commissions. Net voyage 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) Distributable cash flow is a non-GAAP financial measure used by certain investors to measure the financial performance of the Partnership and other master limited partnerships. Please see Appendix B for a reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure.

Operating Results

The following table highlights certain financial information for Teekay Offshore's three main segments: the shuttle tanker segment, the conventional tanker segment, and the FSO segment (please refer to the "Teekay Offshore's Fleet" section of this release below and Appendix C for further details). The Partnership's financial statements for prior periods include historical results of vessels acquired by the Partnership from Teekay, referred to herein as the Dropdown Predecessor, for the period when these vessels were owned and operated by Teekay.


---------------------------------------------------------------------------
                  Three Months Ended            Three Months Ended
                  September 30, 2008               June 30, 2008
                      (unaudited)                   (unaudited)

                                                    Conven-
(in                Conven-                          tional
thousands Shuttle  tional                  Shuttle  Tanker
of U.S.    Tanker  Tanker     FSO           Tanker Segment      FSO
dollars)  Segment Segment Segment   Total  Segment      (1) Segment   Total
---------------------------------------------------------------------------

Net
 voyage
 revenues 121,052  25,939  17,408 164,399  121,624  24,982   18,067 164,673

Vessel
 operating
 expenses  33,970   6,433   7,045  47,448   31,975   6,152    7,380  45,507
Time-
 charter
 hire
 expense   31,474       -       -  31,474   32,262       -        -  32,262
Deprec-
 iation &
 amorti-
 zation    22,880   5,636   5,526  34,042   23,168   5,718    7,561  36,447

Cash
 flow
 from
 vessel
 operat-
 ions (2)  45,436  17,048   9,559  72,043   44,319  16,961    9,474  70,754
---------------------------------------------------------------------------

(1) Includes the results of the Dropdown Predecessor for two vessels, the
    SPT Explorer and the SPT Navigator, from April 1, 2008 to June 17,
    2008, when these vessels were operating and under the common control
    of Teekay prior to their acquisition by Teekay Offshore. As a result of
    the inclusion of the Dropdown Predecessor for the two vessels, cash
    flow from vessel operations increased by $2.2 million for the three
    months ended June 30, 2008.
(2) Cash flow from vessel operations represents income from vessel
    operations before depreciation and amortization expense and
    amortization of deferred gains. 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.

The Partnerships' total cash flow from vessel operations from in third quarter of 2008 remained virtually unchanged from the previous quarter. Utilization of the shuttle tanker fleet remained strong offsetting the marginal operating cost increase experienced during the quarter.

Teekay Offshore's Fleet

The following table summarizes Teekay Offshore's fleet, including vessels owned by OPCO, as of December 31, 2008:


--------------------------------------------------------------------------
                                                 Number of Vessels
                                    --------------------------------------
                                          Owned  Chartered-in
                                        Vessels       Vessels        Total
                                    --------------------------------------
Shuttle Tanker Segment                     27(1)            9           36

Conventional Tanker Segment                  11             -           11

FSO Segment                                   5             -            5
--------------------------------------------------------------------------
Total                                        43             9           52
--------------------------------------------------------------------------

(1) Includes five shuttle tankers in which OPCO's ownership interest is
    50%, and two shuttle tankers directly owned by Teekay Offshore, of
    which one is 50% owned.

Future Growth Opportunities

Teekay Corporation (Teekay) is obligated to offer Teekay Offshore shuttle tankers, FSO units, and Floating Production Storage and Offloading (FPSO) units it may acquire in the future, provided the vessels are servicing fixed-rate contracts of three or more years in length.

Shuttle Tankers

Teekay has four Aframax shuttle tanker newbuildings on order that are scheduled to deliver between the third quarter of 2010 and the third quarter of 2011. It is anticipated that these vessels will be offered to the Partnership and will be used to service either new long-term, fixed-rate contracts Teekay may be awarded prior to their delivery or OPCO's contracts-of-affreightment in the North Sea.

FPSO Units

On July 9, 2008, Teekay completed the acquisition of the remaining 35.3 percent of Teekay Petrojarl ASA it did not previously own. Teekay Petrojarl is a leading operator of FPSO units, with four units operating in the North Sea and one unit operating in Brazil.

Based on a pre-existing agreement, Teekay is obligated to offer Teekay Offshore, within one year after having acquired 100 percent of Teekay Petrojarl, its interests in Teekay Petrojarl's existing FPSO units that operate under charter contracts with remaining terms greater than three years. Teekay is also obligated to offer Teekay Offshore its interest in future FPSO projects with charter contracts greater than three years.

Teekay's Remaining Interest in OPCO

Teekay may offer to Teekay Offshore additional limited partner interests in OPCO that Teekay owns. Teekay currently owns 49 percent of OPCO and Teekay Offshore owns the remaining 51 percent.

Liquidity

As of September 30, 2008, the Partnership had total liquidity of $304.0 million, comprised of $159.2 million in cash and cash equivalents and $144.8 million in undrawn revolving credit facilities.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay Corporation (NYSE: TK), is an international provider of marine transportation and storage services to the offshore oil industry. Teekay Offshore Partners owns a 51 percent interest in and controls Teekay Offshore Operating L.P., a Marshall Islands limited partnership with a fleet of 34 shuttle tankers (including nine chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering vessels. In addition, Teekay Offshore Partners L.P. has direct ownership interests in two shuttle tankers and one FSO unit. Teekay Offshore Partners also has rights to participate in certain FPSO opportunities.

Teekay Offshore Partners' common units trade on the New York Stock Exchange under the symbol "TOO".

TEEKAY OFFSHORE PARTNERS L.P.

SUMMARY CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands of U.S. dollars, except unit data)


                           Three Months Ended          Nine Months Ended
                           ------------------          -----------------
                 September        June   September   September   September
                        30,         30,         30,         30,         30,
                      2008      2008(1)     2007(2)     2008(3)     2007(4)
                (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

VOYAGE REVENUES    226,947     224,484     195,711     656,363     581,225
--------------------------------------------------------------------------

OPERATING
 EXPENSES
Voyage expenses     62,548      59,811      36,458     173,736     107,852
Vessel
 operating
 expenses(5)        47,448      45,507      37,745     134,886     105,239
Time-charter
 hire expense       31,474      32,262      37,161      97,382     111,749
Depreciation
 and
 amortization       34,042      36,447      31,945     103,401      90,897
General and
 administrative
 (5)                14,087      15,684      16,008      45,089      48,067
--------------------------------------------------------------------------
                   189,599     189,711     159,317     554,494     463,804
--------------------------------------------------------------------------
Income from
 vessel
 operations         37,348      34,773      36,394     101,869     117,421
--------------------------------------------------------------------------
OTHER ITEMS
Interest
 (expense) gain
 (6)               (32,592)     23,153     (60,418)    (76,628)    (69,839)
Interest income        901       1,051       1,784       3,201       4,365
Income tax
 recovery
 (expense)          29,485       7,542      (6,119)     36,830      (1,491)
Foreign
 exchange gain
 (loss)(5)           2,179      (1,110)     (4,715)     (1,394)    (13,265)
Other income -
 net                 2,352       2,314       2,965       7,292       8,266
--------------------------------------------------------------------------
Net income
 before
 non-controlling
 interest           39,673      67,723     (30,109)     71,170      45,457
Non-controlling
 interest          (19,048)    (42,498)     21,103     (38,069)    (35,475)
--------------------------------------------------------------------------
Net income
 (loss)             20,625      25,225      (9,006)     33,101       9,982
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Limited
 partners' units
 outstanding:
Weighted-
 average
 number of
 common units
 outstanding
 - Basic and
 diluted        20,359,783  11,151,648   9,800,000  13,794,526   9,800,000
Weighted-
 average
 number of
 subordinated
 units
 outstanding
 - Basic and
 diluted         9,800,000   9,800,000   9,800,000   9,800,000   9,800,000
Weighted-
 average
 number of
 total units
 outstanding
 - Basic and
 diluted        30,159,783  20,951,648  19,600,000  23,594,526  19,600,000
--------------------------------------------------------------------------

(1) Includes the results of the Dropdown Predecessor for two vessels, the
    SPT Explorer and the SPT Navigator, from April 1, 2008 to June 17,
    2008, when these vessels were operating and under the common control
    of Teekay prior to their acquisition by Teekay Offshore. As a result
    of the inclusion of the Dropdown Predecessor for the two vessels, net
    income increased by $0.8 million for the three months ended June 30,
    2008.
(2) Includes the results of the Dropdown Predecessor for the Dampier
    Spirit, from July 1, 2007, when this vessel was operating and under
    the common control of Teekay prior to its acquisition by Teekay
    Offshore. As a result of the inclusion of the Dropdown Predecessor
    for the Dampier Spirit, net income increased by $0.1 million for the
    three months ended September 30, 2007.
(3) Includes the results of the Dropdown Predecessor for two vessels, the
    SPT Explorer and the SPT Navigator, from January 7, 2008 and March
    28, 2008, respectively, to June 17, 2008, when these vessels were
    operating and under the common control of Teekay prior to their
    acquisition by Teekay Offshore. As a result of the inclusion of the
    Dropdown Predecessor for these two vessels, net income increased by
    $1.3 million for the nine months ended September 30, 2008.
(4) Includes the results of the Dropdown Predecessor for two vessels, the
    Dampier Spirit and the Navion Bergen, from January 1, 2007 and April
    16, 2007, respectively, to June 30, 2007 and September 30, 2007,
    respectively, when these vessels were operating and under the common
    control of Teekay prior to their acquisition by Teekay Offshore. As a
    result of the inclusion of the Dropdown Predecessor for the two
    vessels, net income increased by $1.3 million for the nine months
    ended September 30, 2007.
(5) Vessel operating expenses, general and administrative and foreign
    exchange gain (loss) include unrealized losses of $0.6 million and
    $0.2 million for the three months ended September 30, 2008 and
    September 30, 2007, respectively, and an unrealized gain of $0.2
    million for the three months ended June 30, 2008, from the change in
    fair value of certain foreign exchange forward contracts that do not
    qualify as effective hedges for accounting purposes and from hedging
    ineffectiveness of certain foreign exchange forward contracts that
    qualify as effective hedges for accounting purposes. Vessel operating
    expenses, general and administrative, and foreign exchange gain (loss)
    include unrealized losses of $0.1 million and $0.2 million for the
    nine months ended September 30, 2008 and 2007, respectively, from the
    change in fair value of certain foreign exchange forward contracts
    that do not qualify as effective hedges for accounting purposes and
    from hedging ineffectiveness of certain foreign exchange forward
    contracts that qualify as effective hedges for accounting purposes.
    These amounts are non-cash items and hence, do not affect the
    Partnership's cash flows or the calculation of distributable cash
    flow.
(6) Interest (expense) gain includes unrealized losses of $11.8 million
    and $39.0 million, for the three months ended September 30, 2008 and
    September 30, 2007, respectively, and an unrealized gain of $41.9
    million for the three months ended June 30, 2008, from interest rate
    swaps. Interest (expense) gain includes unrealized losses of $15.1
    million and $10.4 million, respectively, for the nine months ended
    September 30, 2008 and September 30, 2007 from the change in fair
    value of interest rate swaps that do not qualify as effective hedges
    for accounting purposes. These amounts are non-cash items and hence,
    do not affect the Partnership's cash flows or the calculation of
    distributable cash flow.

TEEKAY OFFSHORE PARTNERS L.P.

SUMMARY CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars)


                                                        As at        As at
                                                    September     December
                                                     30, 2008     31, 2007
                                                   (unaudited)  (unaudited)
                                                    ---------    ---------

ASSETS
Cash and cash equivalents                             159,204      121,224
Other current assets                                  106,906      107,172
Vessels and equipment                               1,731,709    1,662,865
Other assets                                           73,660       92,622
Intangible assets                                      47,806       55,355
Goodwill                                              127,113      127,113
--------------------------------------------------------------------------
Total Assets                                        2,246,398    2,166,351
--------------------------------------------------------------------------
--------------------------------------------------------------------------
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities               55,401       50,540
Advances from affiliates                               37,925            -
Current portion of long-term debt                      74,766       64,060
Current portion of derivative instruments              18,616        5,277
Long-term debt                                      1,535,308    1,453,407
Other long-term liabilities                            97,748      123,053
Non-controlling interest                              245,829      392,613
Partners' equity                                      180,805       77,401
--------------------------------------------------------------------------
Total Liabilities and Partners' Equity              2,246,398    2,166,351
--------------------------------------------------------------------------
--------------------------------------------------------------------------

TEEKAY OFFSHORE PARTNERS L.P.

SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)


                                                        Nine Months Ended
                                                           September 30,
                                                    ----------------------
                                                         2008         2007
                                                    ---------    ---------
                                                   (unaudited)  (unaudited)

Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
--------------------------------------------------------------------------
Net operating cash flow                               115,986       48,657
--------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt              191,000      188,200
Scheduled repayments of long-term debt                (24,393)     (12,151)
Prepayments of long-term debt                        (119,000)    (115,000)
Net advances to affiliate                             (46,544)     (42,935)
Equity distribution from Teekay Corporation                 -        1,819
Proceeds from issuance of common units                216,837            -
Expenses from issuance of common units                 (6,171)      (2,793)
Distribution to Teekay Corporation relating to
 purchase of SPT Explorer LLC and SPT Navigator LLC   (16,661)           -
Excess of purchase price over the contributed
 basis of a 25% interest in Teekay Offshore
 Operating LP                                         (94,882)           -
Distribution to Teekay Corporation relating to
 purchase of Navion Bergen LLC                              -      (48,800)
Excess of purchase price over the contributed
 basis of a 50% interest in Navion Gothenburg LLC           -       (6,358)
Cash distributions paid                               (28,337)     (15,000)
Other                                                  (1,538)           -
--------------------------------------------------------------------------
Net financing cash flow                                70,311      (53,018)
--------------------------------------------------------------------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment                (52,990)     (13,341)
Proceeds from sale of vessels and equipment                 -        3,225
Purchase of a 25% interest in Teekay Offshore
 Operating LP                                        (111,746)           -
Purchase of a 50% interest in Navion Gothenburg
 LLC                                                        -      (10,231)
Investment in direct financing lease assets              (537)      (8,332)
Direct financing lease payments received               16,956       15,882
--------------------------------------------------------------------------
Net investing cash flow                              (148,317)     (12,797)
--------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents       37,980      (17,158)
Cash and cash equivalents, beginning of the
 period                                               121,224      113,986
--------------------------------------------------------------------------
Cash and cash equivalents, end of the period          159,204       96,828
--------------------------------------------------------------------------
--------------------------------------------------------------------------

TEEKAY OFFSHORE PARTNERS L.P.

APPENDIX A - SPECIFIC ITEMS AFFECTING NET INCOME

(in thousands of U.S. dollars)

Set forth below are some of the significant items of income and expense that affected the Partnership's net income for the three and nine months ended September 30, 2008 and 2007, all of which items are typically excluded by securities analysts in their published estimates of the Partnership's financial results:


--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                         Three        Nine
                                                        Months      Months
                                                         Ended       Ended
                                                     September   September
                                                      30, 2008    30, 2008
                                                     ---------   ---------
                                                    (unaudited) (unaudited)

Foreign currency exchange gains (losses)(1)             1,635         (888)
Deferred income tax recovery on unrealized
 foreign exchange losses(2)                            16,900        8,200
Unrealized losses from interest rate swaps(3)         (11,783)     (15,122)
Non-controlling interests' share of above
 items(4)                                              (4,452)       7,405
--------------------------------------------------------------------------
Total                                                   2,300         (405)
--------------------------------------------------------------------------
--------------------------------------------------------------------------

--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                         Three        Nine
                                                        Months      Months
                                                         Ended       Ended
                                                     September   September
                                                      30, 2007    30, 2007
                                                     ---------   ---------
                                                    (unaudited) (unaudited)
                                                     (restated)  (restated)
                                                     ---------   ---------

Foreign currency exchange losses(1)                    (4,652)     (12,949)
Deferred income tax expense on unrealized foreign
 exchange gains(2)                                    (12,000)     (19,700)
Unrealized losses from interest rate swaps(3)         (39,008)     (10,399)
Non-controlling interests' share of above
 items(4)                                              38,329       30,054
--------------------------------------------------------------------------
Total                                                 (17,331)     (12,994)
--------------------------------------------------------------------------
--------------------------------------------------------------------------

(1) Foreign currency exchange gains (losses) primarily relate to the
    Partnership's revaluation of all foreign currency-denominated monetary
    assets and liabilities based on the prevailing exchange rate at the
    end of each reporting period and also reflects the unrealized gains
    and losses from the change in fair value of certain foreign exchange
    forward contracts that do not qualify as effective hedges for
    accounting purposes.
(2) Portion of deferred income tax related to unrealized foreign exchange
    gains and losses.
(3) Reflects the unrealized gains (losses) due to changes in the
    mark-to-market value of non-designated interest rate swaps.
(4) Primarily relates to Teekay's non-controlling interest share of the
    items noted above.

TEEKAY OFFSHORE PARTNERS L.P.

APPENDIX B - RECONCILIATION OF NON-GAAP FINANCIAL MEASURE

(in thousands of U.S. dollars)

Description of Non-GAAP Financial Measure - Distributable Cash Flow (DCF)

Distributable cash flow represents net income adjusted for depreciation and amortization expense, non-controlling interest, non-cash items, estimated maintenance capital expenditures, gains and losses on vessel sales, change in fair value of interest rate swaps not qualifying for hedge accounting, income taxes and foreign exchange related items. Maintenance capital expenditures represent those capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, the Partnership's capital assets. Distributable cash flow is a quantitative standard used in the publicly-traded partnership investment community to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is not required by United States generally accepted accounting principles and should not be considered as an alternative to net income or any other indicator of the Partnership's performance required by United States generally accepted accounting principles. The table below reconciles distributable cash flow to net income.


--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                        Three Months Ended
                                                        September 30, 2008
                                                                (unaudited)
--------------------------------------------------------------------------

Net Income                                                          20,625
Add:
  Depreciation and amortization                                     34,042
  Non-controlling interest                                          19,048
  Change in fair value of interest rate swaps                       11,783

Less:
  Foreign exchange and other, net                                     (732)
  Income tax recovery                                              (29,485)
  Estimated maintenance capital expenditures                       (20,288)
--------------------------------------------------------------------------
Distributable Cash Flow before Non-Controlling Interest             34,993
 Non-controlling interests' share of DCF                           (17,487)
--------------------------------------------------------------------------
Distributable Cash Flow                                             17,506
--------------------------------------------------------------------------
--------------------------------------------------------------------------

TEEKAY OFFSHORE PARTNERS L.P.

APPENDIX C - SUPPLEMENTAL SEGMENT INFORMATION

(in thousands of U.S. dollars)


                                    Three Months Ended September 30, 2008
                                    -------------------------------------
                                                 (unaudited)

                                             Conven-
                                  Shuttle    tional
                                   Tanker    Tanker         FSO
                                  Segment   Segment     Segment      Total
--------------------------------------------------------------------------
Net voyage revenues(1)            121,052    25,939      17,408    164,399
Vessel operating expenses          33,970     6,433       7,045     47,448
Time-charter hire expense          31,474         -           -     31,474
Depreciation and amortization      22,880     5,636       5,526     34,042
General and administrative         10,825     2,458         804     14,087
--------------------------------------------------------------------------
Income from vessel operations      21,903    11,412       4,033     37,348
--------------------------------------------------------------------------
--------------------------------------------------------------------------


                                       Three Months Ended June 30, 2008
                                       --------------------------------
                                                  (unaudited)

                                             Conven-
                                             tional
                                  Shuttle    Tanker
                                   Tanker   Segment         FSO
                                  Segment        (2)    Segment      Total
--------------------------------------------------------------------------
Net voyage revenues(1)            121,624    24,982      18,067    164,673
Vessel operating expenses          31,975     6,152       7,380     45,507
Time-charter hire expense          32,262         -           -     32,262
Depreciation and amortization      23,168     5,718       7,561     36,447
General and administrative         12,602     1,869       1,213     15,684
--------------------------------------------------------------------------
Income from vessel operations      21,617    11,243       1,913     34,773
--------------------------------------------------------------------------
--------------------------------------------------------------------------

(1) Net voyage revenues represents voyage revenues less voyage expenses,
    which comprise all expenses relating to certain voyages, including
    bunker fuel expenses, port fees, canal tolls and brokerage
    commissions. Net voyage 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) Includes the results of the Dropdown Predecessor for two vessels, the
    SPT Explorer and the SPT Navigator, from April 1, 2008 to June 17,
    2008, when these vessels were operating and under the common control
    of Teekay prior to their acquisition by Teekay Offshore. As a result
    of the inclusion of the Dropdown Predecessor for the two vessels,
    income from vessel operations increased by $1.5 million for the three
    months ended June 30, 2008.

FORWARD LOOKING STATEMENTS

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 statements regarding: the Partnership's future growth prospects; the potential for Teekay to offer up to four Aframax shuttle tanker newbuildings either with new long-term fixed-rate contracts, or to service the contracts-of-affreightment in the North Sea; the potential for Teekay to offer Teekay Petrojarl's existing FPSO units; the potential for Teekay to secure future FPSO projects through its wholly-owned subsidiary, Teekay Petrojarl ASA; the potential for Teekay to offer to Teekay Offshore additional limited partner interests in OPCO; and the Partnership's exposure to foreign currency fluctuations, particularly in Norwegian Kroner. 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; the failure of Teekay to offer additional interests in OPCO to Teekay Offshore; required approvals by the board of directors of Teekay and Teekay Offshore, as well as the conflicts committee of Teekay Offshore to acquire additional interests in OPCO; the Partnership's ability to raise financing to purchase additional vessels and/or interests in OPCO; changes to the amount or proportion of revenues, expenses, or debt service costs denominated in foreign currencies; 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, 2007. 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.

Contacts: Teekay Offshore Partners L.P. Kent Alekson Investor Relations Enquiries (604) 609-6442 Teekay Offshore Partners L.P. Alana Duffy Media Enquiries (604) 844-6605 Website: www.teekayoffshore.com

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