8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2011

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-3473	95-0862768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19100 Ridgewood Pkwy San Antonio, Texas	78259-1828
(Address of principal executive offices)	(Zip Code)

(210) 626-6000

(Registrant's telephone number,

including area code)

Not Applicable

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 6, 2011, Tesoro Refining and Marketing Company (“TRMC”), a wholly-owned subsidiary of Tesoro Corporation (the “Company” or “Tesoro”), entered into an Agreement to Lease (the “Agreement”) with Thrifty Oil Co. and certain of its affiliates, effective as of August 29, 2011.  TRMC agreed to lease 241 retail fuel centers and convenience stores (“stations”) located primarily in southern California for an aggregate amount of approximately $25 million annually.  Each fuel center lease is for an initial term of ten years, with TRMC scheduled to take possession of the stations in a staggered process, with 193 stations scheduled in 2012 and the remaining 48 stations in 2014.  The parties agree to execute separate leases for the stations as they become available and the term of each lease may be extended by TRMC for up to two additional five-year terms.  The Agreement contains standard terms, including representations, warranties and covenants, and each fuel center lease contains standard lease terms, including a provision for periodic increases in the lease amount based on the consumer price index.

The Press Release announcing the Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above for a description of the Company's obligations under the Agreement.

Item 7.01 Regulation FD Disclosure.

On September 8, 2011, the Company will present to certain investors the information presented in the slides ("Slide Presentation") attached as Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated by reference. The Slide Presentation is also available on our website at www.tsocorp.com.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including the Slide Presentation, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

     (d)   Exhibits.

99.1	Press release issued September 8, 2011 announcing TRMC entering into the Agreement.
99.2	Slide Presentation dated as of September 8, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2011

TESORO CORPORATION
By:	/s/ G. SCOTT SPENDLOVE
	G. Scott Spendlove
	Senior Vice President and Chief Financial Officer

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Index to Exhibits

Exhibit Number	Description
99.1	Press release issued September 8, 2011 announcing TRMC entering into the Agreement.
99.2	Slide Presentation dated as of September 8, 2011.

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EX-99.1

Exhibit 99.1

TESORO TO BOOST REFINING AND MARKETING INTEGRATION WITH NEARLY 25 PERCENT INCREASE IN RETAIL STATIONS

SAN ANTONIO, TX - September 8, 2011 - Tesoro Corporation (NYSE: TSO) today announced that it will add approximately 290 retail stations to its existing portfolio of nearly 1,200 stations through separate purchase and lease agreements with SUPERVALU, Inc. (NYSE: SVU) and Thrifty Oil Co., respectively.

“The combined purchase and lease of these stations strengthens our refining and marketing integration by about 12%, adds profitable and secure outlets for our refined products and improves our company's overall portfolio of retail assets,” said Greg Goff, president and CEO, Tesoro.

Tesoro will purchase from SUPERVALU, Inc. 51 Albertson's Fuel Express stations for $34 million, and plans to invest an incremental $5 million in branding capital. These stations are located in Washington, Oregon, California, Nevada, Idaho, Utah and Wyoming with total fuel sales of more than 5,000 barrels per day. Tesoro expects to complete the transaction near the end of 2011.

Separately, Tesoro will lease from Thrifty Oil Co. 241 retail stations located primarily in southern California for an initial term of 10 years, and will invest $28 million in branding capital. These stations have total fuel sales of 25,000 - 30,000 barrels per day. Tesoro will take possession of the stations in a phased process, with approximately 190 stations online in 2012 and the balance of approximately 50 stations in 2014.

The majority of both the purchased and leased stations will be marketed under Tesoro's existing brands.

About Tesoro

Tesoro Corporation, a Fortune 150 company, is an independent refiner and marketer of petroleum products.  Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 665,000 barrels per day.  Tesoro's retail-marketing system includes nearly 1,200 branded retail stations, of which approximately 375 are company operated under the Tesoro®, Shell® and USA Gasoline^TM brands. 

This press release contains certain statements that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning the timing of certain transactions, anticipated quantity of retail stations and estimated future capital spend. For more information concerning factors that could affect these statements see our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof."

CONTACTS:

INVESTOR RELATIONS

Louie Rubiola

(210) 626-4355

MEDIA

Mike Marcy

(210) 626-4697

EX-99.2

Barclays CEO Energy-Power Conference
Thursday, September 8, 2011
Greg Goff
President and CEO, Tesoro Corporation
Exhibit 99.2

Forward Looking Statements
This Presentation includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements relate to, among other things,
projections of refining margins, product differentials, operating improvements, growth
opportunities, anticipated project completion dates, debt reduction, cash flows and capital
expenditures. We have used the words "anticipate,” "believe,” "could,” "estimate,” "expect,”
"intend,” "may,” "plan,” "predict,” "project,” “should,” "will" and similar terms and phrases to
identify forward-looking statements in this Presentation.
Although we believe the assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be inaccurate and the forward-
looking statements based on these assumptions could be incorrect. Our operations involve
risks and uncertainties, many of which are outside our control, and any one of which, or a
combination of which, could materially affect our results of operations and whether the
forward-looking statements ultimately prove to be correct.
Actual results and trends in the future may differ materially from those suggested or implied
by the forward-looking statements depending on a variety of factors which are described in
greater detail in our filings with the SEC. All future written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the
previous statements. We undertake no obligation to update any information contained herein
or to publicly release the results of any revisions to any forward-looking statements that may
be made to reflect events or circumstances that occur, or that we become aware of, after the
date of this Presentation.
We have estimated annual EBITDA , a non-GAAP financial measure, for certain capital projects.
Please see Appendix for the definition and reconciliation of these annual EBITDA estimates.
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• Focused in the western United States
– Seven refineries
– 665,000 barrels per day capacity
– Nearly 1,200 retail stations branded
Tesoro®, Shell® and USA Gasoline™
• Operate in higher margin markets
• Refining and marketing integration in
key markets
• Tesoro Logistics supports integrated
value chain; strong growth potential
• Access to growing Pacific Rim markets
About Tesoro
Kenai, AK
Mandan, ND
Salt Lake City, UT
Anacortes, WA
Martinez, CA
Wilmington, CA
Kapolei, HI
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$0
$5
$10
$15
$20
$25
Jan Apr Jul Oct
Group 3 Crack Spread, $/bbl West Coast Crack Spread, $/bbl
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Market Environment
2011
2010
Note: West Coast 321 crack spread with ANS crude oil.
$0
$5
$10
$15
$20
$25
$30
$35
$40
Jan Apr Jul Oct
Feedstock advantage benefiting refiners
Note: Group3 321 crack spread with WTI crude oil.
2011
2010
Source: PIRA, Tesoro
Outlook
Outlook

$0
$5
$10
$15
$20
$25
Jan Apr Jul Oct
Louisiana Light Sweet (LLS), $/bbl
$60
$70
$80
$90
$100
$110
$120
$130
Jan Apr Jul Oct
2011
LLS to Maya, $/bbl
5
Market Environment
Light/heavy differential slowly widens as spare coking capacity declines
2011
2010
2010
Source: PIRA, Tesoro
Outlook
Outlook

-$6
-$4
-$2
$0
$2
$4
$6
$8
$10
$12
$14
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
6
Global diesel demand leads to increasing premium over gasoline
2011
2010
USGC Diesel to Gasoline Differential, $/bbl
Market Environment
Source: PIRA, Tesoro
Outlook

• Operational efficiency and effectiveness
– Safety and reliability
– System improvements
– Cost leadership
• Commercial excellence
• Financial discipline
• Value-driven growth
Strategic Priorities
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Significant improvements drive cash flow, provide
financial strength and increase shareholder value

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Deliver on Strategic Priorities
Operational
Efficiency &
Effectiveness
Commercial
Excellence
Financial
Discipline
Value-
Driven
Growth
Refinery utilization improved 15% (1)
Refinery reliability improved 4% (1)
Refining gross margin improved 57% (1,2)
Refining cost per barrel down 11% (1)
$326 million debt repurchased (3)
Successful Tesoro Logistics LP offering
Profitable growth in marketing
New high-return refining projects
(1) January through June 2011.
(2) Increase in refining gross margin excludes benefit from market improvement, versus 2010, estimated at $300 million.
(3) $326 million repurchased debt includes $82 million repurchased in the third quarter through August 31, 2011.

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2011 Highlights
279
150
842
2009A 2010A 2011A
• Year-to-date EBITDA $842 million
• Market improvement ~$300 million
• Remaining ~$400 million improvement
– Refinery utilization increased 15%
– Gross margin capture improved 11%
– Direct refining cost per barrel down 11%
– Anacortes accounts for about $70 million
Execution delivers significant improvement
YTD June EBITDA ($ in millions)
Market
* EBITDA is a non-GAAP financial measure. See Appendix for the definition and reconciliation of EBITDA estimate.

• Expand capacity from 58 to 68 mbpd
– 17% increase
• Total cost of $35 million
• $70 million annual EBITDA*
• Expected completion by 2Q 2012
• Supports growth of Tesoro Logistics
– Increase volume on High Plains Pipeline
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Mandan Refinery Expansion
Increase throughput of cost advantaged Bakken crude oil
* EBITDA estimate based on six months ended June 30, 2011 reported Tesoro Mid-continent net refining margin.

• Facility to unload 30 mbpd of Bakken crude oil at Anacortes,
25% of capacity
• Total cost of $50 million
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Bakken Crude Oil Supply to Anacortes Refinery
• $60 million annual EBITDA*
• Expected completion by 4Q 2012
• Supports growth of Tesoro Logistics
– Potential drop-down asset
Product yield and crude oil cost advantage
* EBITDA estimate based on yield advantage of Bakken crude oil at six months ended June 30, 2011 average Pacific Northwest product
differentials and $2/bbl cost advantage of Bakken crude oil delivered to Anacortes relative to ANS.

• Vacuum Distillation Unit replacement
• Total cost of $40 million
• $25 million annual EBITDA*
• Expected completion by 3Q 2012
• Reduce greenhouse gas emissions
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Los Angeles Yield Improvement
Product yield upgrade from petroleum coke to clean products
* EBITDA estimate based on six months ended June 30, 2011 average 2010 West Coast product differentials.

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Tesoro Logistics LP
• Successfully executed public offering in
April 2011
• Captures value of embedded logistics
assets
• Creates strategic vehicle for growth
• Improves cost of capital
• Supports refining and marketing
integration

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Refining & Marketing Integration
• Refining and marketing integration
up approximately 43%(1)
• Three retail transactions
• Shell, 14 mbpd
• SUPERVALU, 5 mbpd(2)
• Thrifty, 25-30 mbpd(2)
• Increased wholesale marketing long-
term agreements by 76 mbpd
Securing ratable, economic off-take, supporting refining utilization
(1) Integration percentage calculated based on average gasoline production for the six months ended June 30, 2011.
(2) SUPERVALU transaction expected to close near the end of 2011. Thrifty expected to close in phased process in 2012 and 2014.

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Financial Discipline
Actions taken to strengthen the balance sheet
• Repurchased $326 million in debt year-to-date*
– $150 million Junior Subordinated Notes due 2012
– $176 million Senior Unsecured Notes
• Reduced Total Debt to Total Capitalization to under 30%
– Down more than 8% from 38% at year end 2010
• Reduced post-retirement benefit liability by ~$300 million
• Capital investment in high-return, short payback projects;
over $445 million between 2011 and 2013
* Includes repurchase of $82 million Senior Unsecured Notes during the third quarter through August 31, 2011.

• Delivering operating improvements
• Capturing market strength
• Executing disciplined capital plan
• Delivering growth objectives
• Exceeding de-levering plan with substantial free cash flow
• Still in year one of multi-year plan
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Delivering & Exceeding Expectations
We are committed to driving shareholder value

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Appendix

EBITDA represents earnings before interest and financing costs, interest income, income taxes, and
depreciation and amortization expense. We present EBITDA because we believe some investors and analysts
use EBITDA to help analyze our cash flows including our ability to satisfy principal and interest obligations with
respect to our indebtedness and to use cash for other purposes, including capital expenditures. EBTIDA is also
used by some investors and analysts to analyze and compare companies on the basis of operating performance
and by management for internal analysis and as a component of the fixed charge coverage financial covenant
in our credit agreement. EBITDA should not be considered as an alternative to net earnings, earnings before
income taxes, cash flows from operating activities or any other measure of financial performance presented in
accordance with accounting principles generally accepted in the United States of America. EBITDA may not be
comparable to similarly titled measures used by other entities.
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Non-GAAP Financial Measure
(In millions) Unaudited Six Months Ended June 30, First Year Estimate
2009 2010 2011
Mandan
Expansion
Bakken
Crude Oil to
Anacortes
Los Angeles
Yield
Improvement
Net Earnings (Loss) $ 6 $ (88) $ 325 $ 43 $ 35 $ 15
Add (Less) income tax expense (benefit)* 4 (44 ) 205 26 22 9
Add interest and financing costs 56 74 103 − − −
Add depreciation and amortization expense 213 208 209 1 3 1
EBITDA $ 279 $ 150 $ 842 $ 70 $ 60 $ 25
* First year income tax expense for capital projects is estimated using the six months ended June 30, 2011 effective tax rate of 38%.