EXHIBIT 15.2
 CONSOLIDATED BALANCE SHEET
OF
TEEKAY OFFSHORE GP L.L.C.




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 TEEKAY OFFSHORE GP L.L.C.
    Vancouver, Canada
    
    /s/ Ernst & Young LLPJune 24, 2009
    
    Chartered Accountants
  2




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TEEKAY OFFSHORE GP L.L.C. (Note 1)
CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)
 As atDecember 31,2008$ASSETSCurrentCash and cash equivalents (note 6)
    
    
    132,902Accounts receivable
    
    
    39,500Net
investment in direct financing leases  current (note 7)
    
    
    22,941Prepaid expenses
    
    
    25,334Due from affiliates (note 9)
    
    
    10,110Other current assets
    
    
    2,585Total current assets
    
    
    233,372Vessels and equipment(note 6)At cost, less accumulated depreciation of $793,918
    
    
    1,708,006Net Investment in direct financing leases (note 7)
    
    
    55,710Other assets
    
    
    12,015Intangible assets  net (note 4)
    
    
    45,290Goodwill  shuttle tanker segment
    
    
    127,113Total assets
    
    
    2,181,506LIABILITIES AND MEMBERS EQUITYCurrentAccounts payable
    
    
    9,901Accrued liabilities (note 5)
    
    
    44,467Due to affiliate (note 9)
    
    
    8,819Current portion of derivative instruments (note 10)
    
    
    54,937Current portion of long-term debt (note 6)
    
    
    125,503Due to joint venture partners
    
    
    21,019Total current liabilities
    
    
    264,646Long-term debt (note 6)
    
    
    1,440,933Deferred income taxes (note 11)
    
    
    12,648Derivative instruments (note 10)
    
    
    138,374Other long-term liabilities
    
    
    21,346Total liabilities
    
    
    1,877,947Commitments and contingencies (notes 6, 7, 10 and 12)Non-controlling interest
    
    
    300,232Members equityMembers equity
    
    
    3,668Accumulated other comprehensive loss
    
    
    (341
    )Total members equity
    
    
    3,327Total liabilities and members equity
    
    
    2,181,506
 The accompanying notes are an integral part of the Consolidated Balance Sheet.
  3




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 1.
    
    Summary of Significant Accounting Policies
 Basis of presentation
 Company General Partner Partnership
 OPCO
 Norsk Teekay FSO Teekay Offshore Partners Predecessor Predecessor
 See Note 2.
 GAAP
 Reporting currency
  Operating revenues and expenses
    4




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 Cash and cash equivalents
  Accounts receivable and allowance for doubtful accounts
  Vessels and equipment
      Year EndedDecember 31,2008$Balance at beginning of period
    
    
    71,910Cost incurred for drydocking
    
    
    26,944Drydock amortization
    
    
    (22,235
    )Balance at end of period
    
    
    76,619
  Direct financing leases
 VOC equipment
  5




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 Investment in joint ventures
  Debt issuance costs
  Goodwill and intangible assets
   Derivative instruments
    SFAS Accounting for Derivative
Instruments and Hedging Activities
  Income taxes
 Accounting for Income Taxes
 FASB Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 FIN 48
  6




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
   Recent Accounting Pronouncements
 FASB SFAS Recognition and Presentation of
Other-Than-Temporary Impairments
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions
that are Not Orderly Fair Value Measurements Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active
 Interim Disclosures About Fair Value of
Financial Instruments Disclosures
about Fair Value of Financial Instruments Interim Financial Reporting
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination that Arise from Contingencies Business Combinations
 Determining the Fair Value of a Financial Asset in
a Market That Is Not Active
 Disclosures about Derivative Instruments and
Hedging Activities, an amendment of Statement of Financial Accounting Standards No. 133 SFAS
161
 Business Combinations SFAS 141(R , Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of Accounting Research Bulletin No. 51 SFAS 160
  7




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 2.
    
    Public Offerings
 Offering
 Proceeds received:Sale of 8,050,000 common units at $21.00 per unit
    
    $
    169,050Use of proceeds from sale of common units:Underwriting and structuring fees
    
    $
    11,088Professional fees and other offering expenses to third parties
    
    
    2,793Repayment of promissory notes and redemption of 1.05 million
common units from Teekay Corporation
    
    
    155,169$
    169,050
 Follow-on
Offering
 OPCO
 3.
    
    Segment Reporting
    December 31, 
2008$Shuttle tanker segment
    
    
    1,517,961Conventional tanker segment
    
    
    332,795FSO segment
    
    
    108,304UnallocatedCash and cash equivalents
    
    
    132,902Accounts receivable and other assets
    
    
    89,544Consolidated total assets
    
    
    2,181,506
 4.
    
    Intangible Assets
  December 31, 2008Weighted-Average
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmortization Period
    
    
    Amount
    
    
    Amortization
    
    
    Amount(years)
    
    
    $
    
    
    $
    
    
    $Contracts of affreightment
    
    
    10.2
    
    
    
    124,250
    
    
    
    (78,960
    )
    
    
    45,290
   8




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 5.
    
    Accrued Liabilities
 December 31, 
2008$Voyage and vessel
    
    
    31,162Interest
    
    
    11,994Payroll and benefits
    
    
    1,31144,467
 6.
    
    Long-Term Debt
 December 31, 
2008$U.S. Dollar-denominated Revolving Credit Facilities due through 2017
    
    
    1,314,264U.S. Dollar-denominated Term Loans due through 2017
    
    
    252,1721,566,436Less current portion
    
    
    125,503Total
    
    
    1,440,933
 Revolvers
    7.
    
    Leases
 Charters-out and Direct Financing Lease
    Charters-in
   9




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 8.
    
    Fair Value of Measurements
 Fair Value Measurements Effective
Date of FASB Statement No. 157
  Level 1.
    
    Observable inputs such as quoted prices in active markets;
 Level 2.
    
    Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
 Level 3.
    
    Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
  Cash and cash equivalents
 Due to / from affiliates
 Long-term debt
 Due to joint venture partners
 Derivative instruments
  December 31, 2008Carrying
    
    
    FairFair Value
    
    
    Amount
    
    
    ValueHierarchy Level
    
    
    $
    
    
    $Cash and cash equivalents
    
    
    
    
    
    
    132,902
    
    
    
    132,902Due from affiliate (note 9g)
    
    
    
    
    
    
    10,110
    
    
    
    10,110Due to affiliate (note 9g)
    
    
    
    
    
    
    (8,819
    )
    
    
    (8,819
    )Long-term debt
    
    Level 2
    
    
    
    (1,566,436
    )
    
    
    (1,476,608
    )Due to joint venture partners
    
    
    
    
    
    
    (21,019
    )
    
    
    (21,019
    )Derivative instruments(1)(note 10)Interest rate swap agreements
    
    Level 2
    
    
    
    (159,169
    )
    
    
    (159,169
    )Foreign currency forward contracts
    
    Level 2
    
    
    
    (37,554
    )
    
    
    (37,554
    )
 
 (1)
    
    The Partnership transacts all of its derivative instruments through investment-grade
rated financial institutions at the time of the transaction and requires no collateral from
these institutions.(2)
    
    The fair value of the Partnerships interest rate swap agreements includes $3.4 million
of accrued interest which is recorded in accrued liabilities on the balance sheet.
 9.
    
    Related Party Transactions
 a.
    
    The Partnership has entered into an omnibus agreement with Teekay Corporation, Teekay
LNG Partners L.P., the Company and others governing, among other things, when the
Partnership, Teekay Corporation and Teekay LNG Partners L.P. may compete with each other
and certain rights of first offering on liquefied natural gas carriers, oil tankers,
shuttle tankers, FSO units and floating production, storage and offloading units.b.
    
    In March 2008, Teekay Corporation agreed to reimburse the Partnership for repair costs
relating to one of the Partnerships shuttle tankers. The vessel was purchased from Teekay
Corporation in July 2007 and had, as of the date of acquisition, an inherent minor defect
that required repairs. Pursuant to this agreement, Teekay Corporation reimbursed $0.7
million of these costs during the year ended December 31, 2008.
  10




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 c.
    
    In March 2008, a subsidiary of OPCO sold certain vessel equipment to a subsidiary of
Teekay Corporation for proceeds equal to its net book value of $1.4 million.d.
    
    Concurrently with the closing of the Partnerships Follow-on Offering, the Partnership
acquired from Teekay Corporation an additional 25% interest in OPCO for $205.5 million,
thereby increasing the Partnerships ownership interest in OPCO to 51%. The Partnership
financed the acquisition with the net proceeds from the Follow-on Offering and a concurrent
private placement of common units to Teekay Corporation. See Note 2. In connection with
the valuation of the purchase of the additional 25% interest in OPCO, the Partnership
incurred a fairness opinion fee of $1.1 million. The excess of the proceeds paid by the
Partnership over Teekay Corporations historical book value for the 25% interest in OPCO
was accounted for as an equity distribution to Teekay Corporation of $91.6 million.e.
    
    On June 18, 2008, OPCO acquired from Teekay Corporation two ship owning subsidiaries
(SPT Explorer L.L.C. and the SPT Navigator L.L.C.) for a total cost of approximately $106.0
million, including the assumption of third-party debt of approximately $89.3 million and
the non-cash settlement of related party working capital of $1.2 million. The acquired
subsidiaries own two 2008-built Aframax lightering tankers (the SPT Explorerand the SPT
Navigator) and their related 10-year, fixed-rate bareboat charters (with options
exercisable by the charterer to extend up to an additional five years) entered into with
Skaugen PetroTrans, a joint venture in which Teekay Corporation owns a 50% interest. These
two lightering tankers are specially designed to be used in ship-to-ship oil transfer
operations. This purchase was financed with the assumption of debt, together with cash
balances. The excess of the proceeds paid by the Partnership over Teekay Corporations
historical book value was accounted for as an equity distribution to Teekay Corporation of
$16.2 million. Pursuant to the bareboat charters for the vessels, OPCO earned voyage
revenues of $8.7 million for the year ended December 31, 2008 (including voyage revenues
earned as part of the Dropdown Predecessor prior to OPCOs acquisition of the vessels  see
Note 1).f.
    
    In June 2008, Teekay Corporation agreed to reimburse OPCO for certain costs relating to
events which occurred prior to the Partnerships Offering in December 2006, totalling $0.7
million, primarily relating to the settlement of repair costs not covered by insurance
providers for work performed in early 2006 on two of OPCOs shuttle tankers.g.
    
    At December 31, 2008, due from affiliates totaled $10.1 million and due to affiliates
totaled $8.8 million. Due to and from affiliate are non-interest bearing and unsecured.
 10.
    
    Derivative Instruments and Hedging Activities
      Contract Amount
    
    
    Fair Value / Carryingin
    
    
    Amount
    
    

    Average
    
    
    Expected MaturityForeign Currency
    
    
    of Liability
    
    
    Forward Rate(1)
    
    
    2009
    
    
    2010(thousands)
    
    
    (thousands of U.S. Dollars)
    
    
    
    
    
    (in thousands of U.S. Dollars)Norwegian Kroner
    
    
    1,228,764
    
    
    $
    35,157
    
    
    
    5.83
    
    
    $
    114,718
    
    
    $
    96,068Australian Dollar
    
    
    3,300
    
    
    
    646
    
    
    
    1.12
    
    
    
    2,952
    
    
    
    British Pound
    
    
    443
    
    
    
    199
    
    
    
    0.52
    
    
    
    750
    
    
    
    100Euro
    
    
    24,725
    
    
    
    1,552
    
    
    
    0.69
    
    
    
    23,702
    
    
    
    12,254$
    37,554
    
    
    
    
    
    
    $
    142,122
    
    
    $
    108,422
 (1)
    
    Average forward rate represents the contracted amount of foreign currency one U.S. Dollar
will buy.
   11




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
    Fair Value /
    
    
    Weighted-Carrying
    
    
    Average
    
    
    FixedInterest
    
    
    Principal
    
    
    Amount of
    
    
    Remaining
    
    
    InterestRate
    
    
    Amount
    
    
    Liability
    
    
    Term
    
    
    RateIndex
    
    
    $
    
    
    $
    
    
    (Years)
    
    
    (%)(1)U.S. Dollar-denominated interest rate swaps
    
    LIBOR
    
    
    935,000
    
    
    
    88,580
    
    
    
    5.5
    
    
    
    4.7U.S. Dollar-denominated interest rate swaps(2)
    
    LIBOR
    
    
    397,279
    
    
    
    70,589
    
    
    
    12.4
    
    
    
    5.01,332,279
    
    
    
    159,169
 (1)
    
    Excludes the margin the Partnership pays on its variable-rate debt, which as at
December 31, 2008, ranged from 0.45% and 0.95%.(2)
    
    Principal amount reduces quarterly or semi-annually.(3)
    
    The fair value of the Partnerships interest rate swap agreements includes $3.4 million
of accrued interest which is recorded in accrued liabilities on the balance sheet.
  11.
    
    Income TaxesThe significant components of the Partnerships deferred tax liabilities and assets are as
follows:
 December 31, 
2008$Deferred tax liabilities:Vessels and equipment
    
    
    50,231Goodwill and intangible assets
    
    
    Long-term debt
    
    
    11,505Total deferred tax liabilities
    
    
    61,736Deferred tax assets:Other
    
    
    1,521Tax losses carried forward (1)
    
    
    47,567Total deferred tax assets
    
    
    49,088Net deferred tax liabilities
    
    
    12,648Current portion
    
    
    Long-term portion of net deferred tax liabilities
    
    
    12,648
 (1)
    
    The net operating loss carry forwards of $169.0 million are available to offset future
taxable income in the applicable jurisdictions, and can be carried forward indefinitely.(2)
    
    The change in the net deferred tax liabilities is related to the change in temporary
differences and foreign exchange gains.
 12.
    
    Commitments and Contingencies
  13.
    
    Subsequent Events
 (a)
    
    In February 2009, the Partnership declared a cash distribution of $0.45 per unit for
the quarter ended December 31, 2008. The cash distribution was paid on February 13, 2009
to all unitholders of record on February 6, 2009.In May 2009, the Partnership declared a cash distribution of $0.45 per unit for the quarter
ended March 31, 2009. The cash distribution was paid on May 15, 2009 to all unitholders of
record on May 8, 2009.
 (b)
    
    During 2009 the Partnership intends to reflag seven of
its vessels from Norwegian flag to Bahamian flag and change the nationality mix of its crews. Under this plan, the Partnership will record and pay the restructuring
charges of approximately $4.4 million during 2009. The actual charges are recorded in the
period in which the Partnership commits to a formalized restructuring plan or executes the
specific actions contemplated by the program and all criteria for restructuring charge recognition
under the applicable accounting guidance have been met. The partnership expects the reflagging
will result in a reduction in its crewing costs for these vessels.
  12




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TEEKAY OFFSHORE GP L.L.C.
NOTES TO THE CONSOLIDATED BALANCE SHEET  (Contd)
(all tabular amounts stated in thousands of U.S. dollars, unless otherwise indicated)
 14.
    
    Supplemental informationThe following balance sheet shows the consolidation of the Teekay Offshore GP L.L.C. balance
sheet on a stand-alone basis with the balance sheet of Teekay Offshore Partners L.P., as of
December 31, 2008.
 Teekay Offshore
    
    
    Consolidation of
    
    
    Teekay OffshoreG.P. L.L.C
    
    
    Teekay Offshore
    
    
    G.P. L.L.CStand-alone
    
    
    Partners L.P.
    
    
    ConsolidatedASSETSCurrentCash and cash equivalents
    
    
    1,414
    
    
    
    131,488
    
    
    
    132,902Accounts receivable
    
    
    
    
    
    
    39,500
    
    
    
    39,500Net investment in direct financing leases
    
    
    
    
    
    
    22,941
    
    
    
    22,941Prepaid expenses
    
    
    
    
    
    
    25,334
    
    
    
    25,334Due from affiliates
    
    
    
    
    
    
    10,110
    
    
    
    10,110Other current assets
    
    
    
    
    
    
    2,585
    
    
    
    2,585Total current assets
    
    
    1,414
    
    
    
    231,958
    
    
    
    233,372Vessels and equipment
    
    
    
    
    
    
    1,708,006
    
    
    
    1,708,006Net investment in direct financing leases
    
    
    
    
    
    
    55,710
    
    
    
    55,710Other assets
    
    
    
    
    
    
    12,015
    
    
    
    12,015Intangible assets  net
    
    
    
    
    
    
    45,290
    
    
    
    45,290Goodwill
    
    
    
    
    
    
    127,113
    
    
    
    127,113Total assets
    
    
    1,414
    
    
    
    2,180,092
    
    
    
    2,181,506LIABILITIESCurrentAccounts payable
    
    
    
    
    
    
    9,901
    
    
    
    9,901Accrued liabilities
    
    
    
    
    
    
    44,467
    
    
    
    44,467Due to affiliate
    
    
    104
    
    
    
    8,715
    
    
    
    8,819Current portion of long-term debt
    
    
    
    
    
    
    125,503
    
    
    
    125,503Current portion of derivative instruments
    
    
    
    
    
    
    54,937
    
    
    
    54,937Due to from joint venture partners
    
    
    
    
    
    
    21,019
    
    
    
    21,019Total current liabilities
    
    
    104
    
    
    
    264,542
    
    
    
    264,646Long-term debt
    
    
    
    
    
    
    1,440,933
    
    
    
    1,440,933Deferred income taxes
    
    
    
    
    
    
    12,648
    
    
    
    12,648Derivative instruments
    
    
    
    
    
    
    138,374
    
    
    
    138,374Other long-term liabilities
    
    
    
    
    
    
    21,346
    
    
    
    21,346Total liabilities
    
    
    104
    
    
    
    1,877,843
    
    
    
    1,877,947Non-Controlling Interest
    
    
    
    
    
    
    300,232
    
    
    
    300,232Members equityMembers equity
    
    
    1,310
    
    
    
    2,358
    
    
    
    3,668Accumulated other comprehensive loss
    
    
    
    
    
    
    (341
    )
    
    
    (341
    )Total members equity
    
    
    1,310
    
    
    
    2,017
    
    
    
    3,327Total liabilities and equity
    
    
    1,414
    
    
    
    2,180,092
    
    
    
    2,181,506
  13