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): January 4, 2011

Tesoro Corporation

(Exact name of registrant as specified in its charter)

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

19100 Ridgewood Parkway
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 7.01 Regulation FD Disclosure

     On January 4, 2011, Tesoro Logistics LP (the “Partnership”), a wholly owned subsidiary of Tesoro Corporation (the “Company”), issued a press release announcing that the Partnership has filed a registration statement on Form S-1, File No. 333-171525 (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a proposed initial public offering of its common units representing limited partner interests (the “Initial Public Offering”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Registration Statement is publicly available on the SEC’s website at www.sec.gov.

     The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and shall not, except to the extent required by applicable law or regulation, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Registration Statement is not incorporated by reference into this Form 8-K and does not constitute a part of this Form 8-K.

     The information filed in this Report pursuant to Item 7.01, including the information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of an offer to buy any of the common units in the Initial Public Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release announcing filing of registration statement on Form S-1, File No. 333-171525 on January 4, 2011 by Tesoro Logistics LP

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SIGNATURES

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

Date: January 4, 2011

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

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Index to Exhibits

Exhibit
Number	Description
99.1	Press release announcing filing of registration statement on Form S-1, File No. 333-171525 on January 4, 2011 by Tesoro Logistics LP

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EX-99.1

Exhibit 99.1

Tesoro Logistics LP Announces Filing of Registration Statement for Initial Public Offering

San Antonio, Texas (January 4, 2011) — Tesoro Logistics LP (“Tesoro Logistics”), a wholly owned subsidiary of Tesoro Corporation (NYSE: TSO), announced today that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission in connection with a proposed initial public offering of its common units representing limited partner interests. Application will be made to list the common units on the New York Stock Exchange under the symbol “TLLP.” The number of common units to be offered and the price range for the offering have not yet been determined.

Tesoro Logistics was formed by Tesoro Corporation to own, operate, develop and acquire crude oil and refined products logistics assets. Headquartered in San Antonio, Texas, Tesoro Logistics’ initial assets will consist of a crude oil gathering system in the Bakken Shale/Williston Basin area, eight refined products terminals in the midwestern and western United States, and a crude oil and refined products storage facility and five related short-haul pipelines in Utah.

Citi will act as the lead book-running manager for the proposed offering. The offering will be made only by means of a prospectus. When available, a preliminary prospectus relating to this offering may be obtained from:

Citi
Brooklyn Army Terminal
Attention: Prospectus Dept.
140 58th Street, 8th floor,
Brooklyn, NY, 11220
Toll free: 1-800-831-9146
batprospectusdept@citi.com

You may also obtain it free of charge by visiting the Securities and Exchange Commission’s website at http://www.sec.gov under the registrant’s name, “Tesoro Logistics LP”.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

This news release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve certain risks and uncertainties, including, among others, our

business plans may change as circumstances warrant and securities of Tesoro Logistics may not ultimately be offered to the public because of general market conditions or other factors.

Contact:

Investors: Louie Rubiola, Director, Investor Relations, (210) 626-4355
Media: Mike Marcy, Manager of External Affairs, (210) 626-4697

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