-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWaFfhQ7Czwh7w0rMYIKV4jMB2J1FH+ssaK/rbcW2nfTZIOnEhqsMNy5UxGJTQFN s63t2fE4HxscOD78McauBg== 0001157523-05-000254.txt : 20050114 0001157523-05-000254.hdr.sgml : 20050114 20050114111522 ACCESSION NUMBER: 0001157523-05-000254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESORO CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 05529572 BUSINESS ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 BUSINESS PHONE: 2108288484 MAIL ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 a4800051.txt TESORO CORP. 8-K 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 14, 2005 Tesoro Corporation (Exact name of registrant as specified in its charter) Delaware 1-3473 95-0862768 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 300 Concord Plaza Drive 78216-6999 San Antonio, Texas (Zip Code) (Address of principal executive offices) (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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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 January 14, 2005 Tesoro issued a press release (the "Press Release") announcing certain projected financial results for the fourth quarter ended December 31, 2004. The Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this 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 therein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued on January 14, 2005 by Tesoro Corporation. 2 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: January 14, 2005 TESORO CORPORATION By: /s/ BRUCE A. SMITH --------------------------- Bruce A. Smith Chairman of the Board of Directors, President and Chief Executive Officer 3 Index to Exhibits Exhibit Number Description 99.1 Press Release issued on January 14, 2005 by Tesoro Corporation. 4 EX-99.1 2 a4800051ex991.txt PRESS RELEASE EXHIBIT 99.1 Tesoro Provides Fourth Quarter Earnings Guidance SAN ANTONIO--(BUSINESS WIRE)--Jan. 14, 2005--Tesoro Corporation (NYSE:TSO) announced today that it expects to earn around $0.05 to $0.10 per share for the fourth quarter of 2004. Higher throughput volumes and lower interest expense contributed to the earnings improvement compared to the fourth quarter of 2003. Included in the fourth quarter's expectation is an after-tax charge of approximately $0.10 per share related to a write-off of equipment associated with turnaround work at the Golden Eagle refinery as well as retirement related expenses. Fourth quarter results were also negatively impacted by approximately $5 million pre-tax due to operational problems related to an unplanned power outage at the Hawaii refinery. In addition, the company experienced weaker than expected realized margins for the month of December system-wide. Tesoro Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail-marketing system includes over 500 branded retail stations, of which over 200 are company operated under the Tesoro(R) and Mirastar(R) brands. This news 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. These forward-looking statements concern the company's expectation of our 2004 fourth quarter results. Factors which can cause actual results to differ from these forward-looking statements include: changes in the cost of crude oil, other feedstocks or refined products, throughput and yield levels, disruptions due to equipment interruptions or failure at our or third-party facilities, and other factors beyond our control. For more information concerning these factors and other factors that could cause such a difference, 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. CONTACT: Tesoro Corporation, San Antonio Investors: John Robertson, 210-283-2687 or Media: Tara Ford Payne, 210-283-2676 -----END PRIVACY-ENHANCED MESSAGE-----