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): October 13, 2008

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3473 (Commission File Number)	95-0862768 (IRS Employer Identification No.)
300 Concord Plaza Drive San Antonio, Texas (Address of principal executive offices)		78216-6999 (Zip Code)

(210) 828-8484
(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 2.02 Results of Operations and Financial Condition.

On October 13, 2008 Tesoro Corporation issued a press release to announce certain projected financial results for the 2008 third quarter. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit 99.1 discloses the net debt to net capitalization ratio. Net debt represents total debt less cash and cash equivalents. Net capitalization represents the total of net debt and total stockholders’ equity. The Company believes net debt to net capitalization is useful in measuring financial leverage as we have historically used cash to prepay outstanding notes. Net debt to net capitalization should not be considered as an alternative to debt to capitalization or any measure of financial leverage presented in accordance with accounting principles generally accepted in the United States of America. Net debt to net capitalization may not be comparable to similarly titled measures used by other companies. After our quarterly financial results are finalized, a reconciliation of net debt to net capitalization will be provided in Form 8-K for the 2008 third quarter earnings conference call scheduled for October 30, 2008.

The press release 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 Press Release, 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.

(c) Exhibits.

99.1 Press release issued on October 13, 2008

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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: October 14, 2008

TESORO CORPORATION
By:	/s/ Otto C. Schwethelm
	Otto C. Schwethelm
	SVP, Chief Financial Officer & Treasurer

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Index to Exhibits

Exhibit Number	Description
99.1	Press release issued on October 13, 2008.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Investors:
Scott Phipps, Director, Investor Relations, (210) 283-2882

Media:
Sarah Simpson, Vice President, Corporate Communications, (210) 283-2374

Tesoro Corporation Announces Third Quarter Update

     SAN ANTONIO — October 13, 2008 - Tesoro Corporation (NYSE:TSO) announced today that it expects third quarter 2008 earnings per share in the range of $1.70 to $1.90, which includes an approximately $0.29 per share after-tax LIFO benefit. The company’s third quarter 2008 earnings will be reported after the market closes on Wednesday, October 29^th. Earnings in the third quarter were positively impacted by:

• Light Products: Margins expanded as rack and retail prices widened versus the spot price.

• Heavy Products: Margins for bottom-of-the-barrel products, including fuel oil and coke, increased versus the second quarter due to industry inventory reductions.

• Energy Costs: The decline in crude and natural gas prices positively impacted the Company’s internally produced and purchased energy costs.

• Hedge Effect: Due to the shift in strategy earlier in 2008, the impact to the Company’s reported income versus previous quarters was minimal.

     The strong cash flow in the third quarter resulted in no borrowings on the revolving credit facility at the end of September and a lower net debt to net capitalization of 30%.

     Additionally, the Company announced that Bruce Smith, its Chairman, President and CEO, will file a Form 4 with the Securities and Exchange Commission reporting that Goldman Sachs sold 251,100 shares of Tesoro stock owned by him. The shares were sold in accordance with an existing margin agreement to meet a margin call. Depending on the direction of Tesoro’s common stock price, further sales may be required.

Public Invited to Listen to Analyst Conference Call via Internet

     At 7:30 a.m., CDT, Thursday, October 30^th, 2008 Tesoro will broadcast, live, its conference call with analysts regarding third quarter 2008 results and other business matters. Interested parties may listen to the live conference call over the Internet by logging on to Tesoro’s Internet site at http://www.tsocorp.com, or over the telephone by dialing 888-241-0558 (international dial-in: 647-427-3417).

     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 660,000 barrels per day. Tesoro’s retail-marketing system includes over 880 branded retail stations, of which over 390 are company operated under the Tesoroâ, Shellâ, Mirastarâ and USA Gasoline™ brands.

     This release contains estimates of third quarter earnings 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. 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.

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