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): June 2, 2009

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.)
300 Concord Plaza Drive
San Antonio, Texas	(210) 828-8484	78216-6999
(Address of principal executive offices)	(Registrant’s telephone number, including area code)	(Zip 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 8.01 Other Events.

On June 2, 2009, Tesoro Corporation (or “the Company”) announced the pricing of its $300 million senior notes due 2019. The senior notes will bear interest annually at 9.75% and gross proceeds from the offering will be approximately $289 million. The Company anticipates that the offering will be completed on June 5, 2009 and intends to use the proceeds for general corporate purposes, including the repayment of indebtedness, capital expenditures and working capital. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued on June 2, 2009.

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:  June 2, 2009
	TESORO CORPORATION
	By:	/s/ GREGORY A. WRIGHT
		Gregory A. Wright
		Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit Number		Description
	99.1	Press release issued on June 2, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Investors:
Scott Phipps, Director, Investor Relations, (210) 626-4882

Media:
Lynn Westfall, SVP of External Affairs and Chief Economist, (210) 626-4697

Tesoro Announces Pricing of $300 Million 9.75% Senior Notes

SAN ANTONIO, June 2, 2009 — Tesoro Corporation (NYSE:TSO) announced the pricing of its $300 million 9.75% senior notes due 2019. The Company anticipates that the offering will be completed on June 5, 2009 and intends to use the proceeds for general corporate purposes, including the repayment of indebtedness, capital expenditures and working capital.

J.P. Morgan Securities Inc., Banc of America Securities LLC, Wachovia Securities and RBS acted as joint book-running managers for the offering. The offering was made only by means of a prospectus, copies of which may be obtained from J.P. Morgan Securities Inc., 270 Park Ave., 8th Floor, Attention: Syndicate Desk, New York, NY 10017, 212-834-4555. An electronic copy of the prospectus is available from the Securities and Exchange Commission’s website at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Tesoro

Tesoro Corporation, a Fortune 100 and a Global Fortune 500 company based in San Antonio, Texas, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries primarily in the western United States, with a combined

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crude oil capacity of approximately 665,000 barrels per day. Tesoro’s retail marketing system includes more than 870 branded retail stations, of which more than 380 are company operated under the Tesoro^®, Shell^®, Mirastar^® and USA Gasoline™ brands. Tesoro’s commercial marketing system includes sales of jet fuel and marine fuels.

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are more fully described in SEC reports filed by Tesoro. While Tesoro makes these forward-looking statements in good faith, management cannot guarantee that anticipated future results will be achieved. Tesoro assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

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