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 19, 2014

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.):

¨ 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 7.01 Regulation FD Disclosure

On October 19, 2014, Tesoro Corporation (“Tesoro”) issued a press release announcing that its affiliate, Tesoro Logistics LP (the “Partnership”) has executed a definitive agreement to acquire QEP Resources, Inc.’s wholly owned natural gas gathering and processing business, QEP Field Services, LLC, including its 58% partnership interests in QEP Midstream Partners, LP. The press release related to this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On October 20, 2014, Tesoro will jointly participate in conference call with the Partnership, which will be open to the public, to discuss the acquisition. A slide presentation will be provided to any investors who participate in the conference call (the “Slide Presentation”). The Slide Presentation, available on the Partnership’s website at www.tesorologistics.com, is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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 Exhibit 99.1 and Exhibit 99.2, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1**	Press release of Tesoro issued on October 19, 2014, announcing acquisition of QEP Field Services, LLC.
99.2**	Slide Presentation dated as of October 20, 2014.

* Filed herewith

** Furnished herewith

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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 20, 2014

TESORO CORPORATION
By:	/s/ STEVEN STERIN
	Steven Sterin
	Executive Vice President and Chief Financial Officer

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Index to Exhibits

Exhibit Number	Description
99.1**	Press release of Tesoro issued on October 19, 2014, announcing acquisition of QEP Field Services, LLC.
99.2**	Slide Presentation dated as of October 20, 2014.

* Filed herewith

** Furnished herewith

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EX-99.1

Exhibit 99.1

Tesoro Corporation Creates Full-Service Logistics Company

• Tesoro Logistics LP agrees to acquire QEP Field Services for approximately $2.5 billion, including 58% ownership in QEP Midstream Partners

• Strategically located, high-quality natural gas gathering and processing assets in the Rockies, Uinta and North Dakota

• Expands growth opportunity into natural gas midstream business

• Increases logistics third-party revenue from 12% to approximately 50%

• Transaction includes Tesoro investing over $350 million in TLLP

• Significantly grows Tesoro’s value in TLLP

SAN ANTONIO – October 19, 2014 - Tesoro Corporation (NYSE: TSO) (“Tesoro”) today announced that its affiliate, Tesoro Logistics LP (NYSE: TLLP) (the “Partnership” or “TLLP”) has executed a definitive agreement to acquire QEP Resources, Inc.’s wholly owned natural gas gathering and processing business, QEP Field Services, LLC (“QEPFS”), including its 58% partnership interests in QEP Midstream Partners, LP (“QEPM”). In conjunction with the transaction, Tesoro has committed to investing $350 million in TLLP common units as well as maintaining its 2% general partner interest. The investment is expected to generate significant value through Tesoro’s ownership interests in TLLP.

“This is another transformational acquisition for Tesoro and TLLP, which enables our logistics company to offer a full-suite of services to third-party customers and enhances the growth of our midstream operations,” said Greg Goff, President and CEO of Tesoro. “This acquisition advances our distinctive strategy to build a customer-focused logistics business, broadening our capabilities across the value chain to deliver enhanced shareholder value.”

The acquisition, valued at approximately $2.5 billion, including approximately $230 million to refinance QEPM’s debt, provides TLLP access to strategically located, high-quality assets that provide product and service diversification within our geographic footprint. The transaction is anticipated to close in the fourth quarter of 2014, and is subject to regulatory approval. It is expected to be accretive to TLLP unitholder distributions in the first year, which will continue to drive Tesoro shareholder value through its interests in the Partnership.

Public Invited to Listen to Conference Call

At 7:00 a.m. CT (8:00 a.m. ET) tomorrow, Monday, October 20, 2014, Tesoro and TLLP will live broadcast a conference call to discuss the transaction. Interested parties may listen to the conference call and access accompanying slides by logging on to http://www.tsocorp.com.

Tesoro Corporation, a Fortune 100 company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates six refineries in the western United States with a combined capacity of over 850,000 barrels per day and ownership in a logistics business which includes a 33% interest in Tesoro Logistics LP and ownership of its general partner. Tesoro’s retail-marketing system includes over 2,200 retail stations under the ARCO®, Shell®, Exxon®, Mobil®, USA Gasoline™ and Tesoro® 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. You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “‘plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements. These forward-looking statements include statements concerning the expected completion of the transaction, additional capital investments, cash flow, unitholder diversification and other benefits of the transaction. 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 (the “SEC”). 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:

Investors:

Brian Randecker, Senior Director, Investor Relations, (210) 626-4757

Media:

Tesoro Media Relations, media@tsocorp.com, (210) 626-7702

EX-99.2

Exhibit 99.2

Exhibit 99.2

TESORO CREATES FULL-SERVICE LOGISTICS COMPANY

TLLP ACQUIRES QEP FIELD SERVICES ASSETS

October 20, 2014

FORWARD LOOKING STATEMENTS

This Presentation includes forward-looking statements. These statements relate to, among other things, the following: execution of our strategy, including growth and expansion projects, asset optimization opportunities, and growth in third party business and revenues; cash flows; earnings diversification; the timing and amount of capital expenditures; our leverage targets and anticipated cost of capital; our ability to consummate the acquisition of QEP Field Services and anticipated financing transactions in connection therewith; changes in the expected benefits of our transactions relating to Tesoro Logistics’ acquisitions from Tesoro Corporation and acquisitions from third parties, including the acquisition of QEP Field Services or our ability to integrate the operations we have acquired or expect to acquire in such transactions; our intentions regarding a contracting arrangement with Tesoro Corporation to maintain minimum commodity exposure; and other aspects of future performance. We have used the words “anticipate,” “appears,” “are likely,” “attempt,” “believe,” “could,” “estimate,” “expect,” “intend,” “forecast,” “foresee,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “will,” “potential,” “would” 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 of 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. Please see our Risk Factor disclosures included in our 2013 Annual Report on Form 10-K and our quarterly reports on Form 10-Q. 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. Except as required by law, 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.

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TESORO CREATES FULL-SERVICE LOGISTICS COMPANY

Expands growth opportunity into natural gas

Immediate capabilities to offer integrated crude oil and natural gas services

Tesoro’s execution track record applied to QEPFS growth potential

Diversifies revenue: basins, commodities, customers

Increases logistics third-party revenue from 12% to approximately 50%

Significantly grows value in TLLP doubling expected cash distributions to Tesoro to approximately $150 million in 20151

Continues Tesoro’s journey to create shareholder value through a growing, integrated logistics business

1) Compared to actual annualized distributions for the first half of 2014

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TRANSACTION OVERVIEW

Acquisition of QEP Field Services (“QEPFS”) for $2.5 billion by TLLP

– Leading provider of natural gas logistics services in the Rockies

– Includes 58% interest in QEP Midstream Partners (NYSE: QEPM)

Immediately accretive to TLLP unitholders

Expected close fourth quarter 2014

Interconnected Assets

2,200 miles of natural gas and crude oil gathering and transmission pipelines with 3,000 receipt points

2.9 Bcf/d of natural gas throughput capacity

1.5 Bcf/d of inlet processing capacity

54 MBD crude oil pipeline throughput capacity

15 MBD of NGL fractionation capacity Talented organization with proven expertise in natural gas gathering and processing business 4

EXPANDING INTO NATURAL GAS LOGISTICS

Shale revolution driving significant opportunities in logistics infrastructure

Acquisition provides platform to deliver growing natural gas production to market

Transforms TLLP from crude oil and products to full-service integrated logistics provider

Enables significant organic growth opportunities

Crude Oil and Refined Products Infrastructure Requirement1

($ billions)

Access to natural gas production enhances Tesoro’s ability to grow full-service logistics business

1) IHS Global report to American Petroleum Institute, Dec 2013

2010A 2015E 2016E 2017E 2018E 2019E Avg.

2020-2025E

Natural Gas and NGL Infrastructure Requirement1

($ billions)

2010A 2015E 2016E 2017E 2018E 2019E Avg.

2020-2025E

45 30 15 0

45 30 15 0

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EXECUTION DRIVES SHAREHOLDER VALUE

450%

TSO Shareholder Return

350% 7 8 9

Return 250% 6

5

Shareholder 150% TSO

2 3 S&P 500

4

1

50%

2011 2012 2013 2014

1) Mandan Expansion Project Announced 6) TLLP Northwest Products System Acquisition Announced

2) TLLP IPO 7) Vancouver Energy Announced

3) Salt Lake City Expansion Project Announced 8) Carson Acquisition Finalized, Hawaii Divestiture

4) First Asset Sale to TLLP 9) TLLP QEPFS Acquisition Announced 6

5) Carson Acquisition Announced

INTEGRATED VALUE CHAIN CREATES OPPORTUNITIES

Strategy to develop superior logistics around Tesoro’s assets strengthens integrated value chain

Complementary business allows Tesoro to leverage competencies in logistics and processing

Advantaged logistics drives value for core refining and marketing business

Acquisition fits existing operating and commercial competencies

7

TESORO DRIVING GROWTH WITH TLLP

Tesoro Logistics Journey:

– Formed to leverage value of logistics assets

– Utilized for transformational growth

– Becoming full-service logistics company

Driven to significantly grow Tesoro’s value

– Expand access to advantaged feedstocks

– Focus on third-party business drives

distribution growth

Tesoro’s driving a distinctive integrated growth strategy with TLLP

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TRANSACTION SUMMARY

Structure • All cash transaction for 100% of QEP Field Services including 58%

interest in QEP Midstream Partners

• Total consideration to QEP Resources, Inc. of approximately $2.5

Purchase Price billion, including approximately $230 million to refinance debt at QEP

Midstream Partners

LP Accretion Expected to be immediately accretive to unitholder distributions in

first year

• Total consideration to be funded with proceeds from public equity,

Financing notes offering, revolver draw and $350 million Tesoro investment in

TLLP common units

Pro-Forma • Intend to enter into agreements with Tesoro to significantly reduce

Commodity

Exposure existing QEPFS commodity exposure

Pro-Forma • Tesoro Logistics: Debt to EBITDA Expected to be 4.0x by Q1 2015

Leverage

Closing • Expected close fourth quarter 2014

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FINANCING OVERVIEW

Total consideration of approximately $2.5 billion expected to be funded with:

– Equity offering $1.3 billion of TLLP common units, including Tesoro Corporation investment of $350 million for TLLP common units, GP will also maintain its 2% general partner interest

– Senior unsecured notes offering of $1.3 billion

– Expansion of existing TLLP revolver to $900 million, with approximately $210 million drawn

Expected to be immediately accretive to TLLP LP unitholders in first year

Tesoro will waive certain GP distributions of $10 million with respect to 2015

TLLP also announced expectation to increase third quarter regular distribution by 4%

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STRATEGIC FIT IN EXISTING GEOGRAPHIC FOOTPRINT

Green River Basin Williston Basin

Pinedale

Gathering

Rendezvous ND

Gas Services

Rendezvous WY Williston Basin

Pipeline Gathering

Company

Blacks Fork

Processing

Complex UT CO

Emigrant Trail

Processing

Moxa Arch

Plant Gathering

24B Processing Vermillion

Plant Gathering

Uinta

Three Rivers Gathering

Gathering Vermillion

Processing Plant

Stagecoach/Iron

Horse Processing

Complex

Uintah Basin

Field Services Vermillion Basin

Uinta Basin

QEP Field Services QEP Midstream Partners Green River Processing

QEP Midstream Partners owns:

78% interest in Rendezvous Gas Services, LLC; 50% interest in Three Rivers Gathering, LLC; 40% interest in Green River Processing, LLC 11

QEP Field Services owns:

71% interest in Vermillion Processing Plant; 60% interest in Green River Processing, LLC; 38% interest in Uinta Basin Field Services, LLC

58% partnership interest in QEP Midstream Partners, including the general partner

ACQUISITION SUPPORTS TLLP STRATEGY

Long-term, fee-based contracts

Focus on Stable,

Strong diversified customer base

Fee-Based

Business • TLLP intends to enter into agreements with Tesoro to significantly reduce existing QEPFS commodity exposure

Optimize Existing • Increase utilization of gathering and processing assets Asset Base • Expect $20 million of annual synergies

Pursue Organic • Over $400 million of organic growth capital projects

Expansion

Opportunities • Enhances growth potential with full-service offering Grow Through • Strategic fit within Western footprint

Strategic

Acquisitions • Leverage highly skilled and talented workforce

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PRODUCING EXCEPTIONAL UNITHOLDER RETURNS

350% TLLP Total Unitholder Return

9

10

250% 5

6

7 8

Return TLLP

150% 4

Unitholder Alerian

3

50% 2

1

2011 2012 2013 2014

-50%

1) IPO 6) Northwest Products System Acquisition Announced

2) Stockton Expansion Project Completed 7) Southern California Terminaling Expansion Announced

3) High Plains Pipeline Interconnects Announced 8) Los Angeles Logistics Assets Acquired

4) High Plains Reversal Announced 9) Connolly Gathering Announced

5) Los Angeles Terminal Asset Acquired 10) QEPFS Acquisition Announced

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TRACK RECORD OF VALUE GROWTH

High Plains Pipeline Gathering TLLP Terminalling Volume Natural Gas Throughput

(MBD) (MBD) Acquired Assets (Bcf/d)

Tesoro

3rd Party

Up 240%

Up 700%

Potential Potential Potential

IPO 2012 2013 3Q14 Future IPO 4Q12 4Q13 3Q14 Future 2011 2012 2013 2014E Future

Proven track record of growing the business

TLLP intends to drive growth through acquired assets

Expands strategic platform for optimization and organic growth

TLLP execution record combined with acquired assets

expected to drive value growth 14

ACCELERATED ORGANIC GROWTH

TLLP Income Capital Outlook

($ million)

400

370

100

110 Rockies Natural Gas

300

260 TLLP Base Business

160

62

2013A 2014E 2015E 2016E

Enhancing organic growth potential through

expanded capability and basin presence 15

TESORO CREATES FULL-SERVICE LOGISTICS COMPANY

Proforma Key Metrics

Anacortes

Natural Crude Oil, Gas Refined Pipelines Product, and 3,500+ miles Kenai Bakken

Natural Gas Throughput Capacity 2,900+ MMcf/d

Powder Mandan

Natural Gas Inlet Processing River

Capacity 1,500+ MMCf/d

Green

High Plains Pipeline Throughput 100+ MBD Salt Lake City River

Denver

High Plains Trucking Volume 50+ MBD Julesburg

Martinez Uinta (Niobrara)

Marketing Terminal Capacity 645+ MBD San

Marine Terminal Capacity 795 MBD Los Angeles Juan

Rail Terminal Capacity 50 MBD

Dedicated Storage Capacity 9,200+ MBBLS

Tesoro Logistics

Crude Oil Gathering

High Plains pipeline

Trucking Acquired Assets Tesoro Corporation

Terminalling and Transportation Gathering Pipeline Refinery

Northwest Products System pipeline Gas Processing Plant

Crude oil and refined product terminal

Marine terminal

Rail unloading facility 16

Pipeline

TLLP INVESTMENT HIGHLIGHTS

Stable Cash Flow

Well-Positioned Assets Strong Sponsorship

Attractive, Visible Growth Experienced

Opportunities Management Team

17