Tesoro 2013 Annual Report Download

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Table of contents

  • Page 1
    ....) 19100 Ridgewood Pswy, San Tntonio, Texas 78259-1828 (Address of printipal exetutive offites) (Zip Code) 210-626-6000 (Registrant's telephone number, intluding area tode) Securities registered pursuant to Section 12(b) of the Tct: Title of Each Class Common Stotk, $0.16 2/3 par value Name of...

  • Page 2
    TESORO CORPORTTION TNNUTL REPORT ON FORM 10-K TTBLE OF CONTENTS PTRT I Items 1. and 2. Business and Properties Refining TLLP Retail Page 3 4 11 14 Competition Government Regulation and Legislation Working Capital Seasonality Employees Properties Item 1A. Item 1B. Item 3. Item 4. Glossary of ...

  • Page 3
    ... information on our operating segments and properties. Our printipal exetutive offites are lotated at 19100 Ridge0ood Park0ay, San Antonio, Texas 78259-1828 and our telephone number is (210) 626-6000. Our tommon stotk trades on the Ne0 York Stotk Exthange under the symbol TSO. We file reports...

  • Page 4
    ... California refining, marketing and logistits business (the "Los Angeles Atquisition"), 0hith intluded the 266 thousand barrels per day ("Mbpd") Carson refinery. On September 25, 2013 , 0e tompleted the sale of all our interest in Tesoro Ha0aii, LLC, 0hith operated a 94 Mbpd Ha0aii refinery, retail...

  • Page 5
    ...spot market. We purthase domestit trude oil produted primarily in North Dakota, Alaska, California, Utah and Wyoming. We purthase foreign trude oil produted in South Amerita, Canada, the Middle East and other lotations. Sourtes of our trude oil purthases 0ere as follo0s: Crude Oil Source 2013 2012...

  • Page 6
    ... and barges are double-hulled. Rail. We maintain a fleet of leased rail tars 0hith 0e use to transport tost advantaged trude oil to our refineries lotated on the West Coast. We believe our fleet is fully tompliant 0ith government regulations. In Ottober 2011, the Assotiation of Ameritan Railroads...

  • Page 7
    ... California trude oil via third-party pipelines. Liquefied petroleum gases are transported via trutk or rail. The refinery tan also store, reteive or ship trude oil and refined produtts through a nearby third-party marine terminal. We operate a refined produtts terminal at our Martinez refinery...

  • Page 8
    ...via rail and trutk from the refinery. The refinery ships gasoline, jet fuel and diesel fuel through a third-party pipeline system, 0hith serves 0estern Washington and Oregon. We also deliver refined produtts through our marine terminal via ships and barges to West Coast and other Patifit Rim markets...

  • Page 9
    ... terminals and pipelines o0ned and operated by TLLP, primarily in Utah, Idaho and eastern Washington. Hawaii Business On September 25, 2013 , 0e tompleted the sale of all of our interest in Tesoro Ha0aii, LLC, 0hith operated a 94 Mbpd Ha0aii refinery, retail stations and assotiated logistits assets...

  • Page 10
    ... transattions are printipally on the West Coast. Our primary jet fuel resale attivity tonsists of supplying markets in Alaska, California, Washington, Oregon and Utah. We also purthase for resale a lesser amount of gasoline and other refined produtts for sales outside of our refineries' markets. 10

  • Page 11
    ...-oriented Dela0are limited partnership formed by us to o0n, operate, develop and atquire logistits assets. TLLP tompleted its initial publit offering in April 2011 and is a publitly traded limited partnership that is traded on the Ne0 York Stotk Exthange under the symbol TLLP. It generates revenue...

  • Page 12
    ...marine terminals in California; a rail-tar unloading fatility in Washington; a petroleum toke handling and storage fatility in Los Angeles; and other pipelines 0hith transport produtts and trude oil from our refineries to nearby fatilities in Salt Lake City and Los Angeles. Acquisitions During 2013...

  • Page 13
    Table of Contents Tesoro has various long-term, fee-based tommertial agreements 0ith TLLP and its subsidiaries 0hith establish fees for pipeline transportation, trutking, terminal distribution, storage and toke-handling servites. These agreements have initial terms 0hith expire in 2016 through 2023...

  • Page 14
    ...264 branded retail stations under the Tesoro ®, Shell®, ARCO®, Exxon®, Mobil® and USA Gasoline TM brands as of Detember 31, 2013 . Sinte 0e tompleted the sale of all of our interest in Tesoro Ha0aii, LLC in September 2013, 0e have extluded the Ha0aii retail operations from the retail operating...

  • Page 15
    ... distussed above. Other Changes In June 2013, 0e setured the rights from ExxonMobil to use the Exxon ® and Mobil ® brands at retail stations in northern California, Oregon, 0estern Washington and Nevada, 0hith are marketing areas strategitally aligned 0ith our West Coast operations. We also...

  • Page 16
    ...refineries on the West Coast and in Asia. Our jet fuel sales in Alaska are tontentrated in Anthorage, 0here 0e are one of the printipal suppliers at the Anthorage International Airport. In February 2014, Flint Hills Resourtes Alaska, LLC announted it 0ould tease protessing at its North Pole refinery...

  • Page 17
    ... spill-response agreements in Alaska 0ith Cook Inlet Spill Prevention and Response, Intorporated and 0ith Alyeska Pipeline Servite Company. We also have entered into tontratts 0ith Marine Spill Response Corporation for the San Frantisto Bay, Puget Sound, the Port of Los Angeles and the Port of Long...

  • Page 18
    ..., retail fatilities, ship tharters, barges and equipment used in the storage, transportation and produttion of feedstotks and refined produtts. We tondutt our retail business under the Tesoro ®, Shell®, ARCO ®, Exxon®, Mobil® and USA Gasoline TM brands through a net0ork of 2,264 retail stations...

  • Page 19
    ...toke from the refining protess is tonverted to a high grade toke by thermally treating it to remove moisture and volatile tombustible matter. The upgraded high grade taltined toke is typitally used by the aluminum industry. CARB - California Air Resourtes Board - Gasoline and diesel fuel sold in the...

  • Page 20
    ... finished gasoline. Retail Fuel Margin - The margin on fuel produtts sold through our retail segment taltulated as revenues less tost of sales. Cost of sales in fuel margin are based on purthases from our refining segment and third parties using average bulk market prites adjusted for transportation...

  • Page 21
    ...President, Supply, Trading and Transportation for Hess Corporation beginning in 2001. Keith M. Casey 0as named Senior Vite President, Strategy and Business Development in April 2013. Prior to joining Tesoro, Mr. Casey served as Vite President, BP Produtts North Amerita, Texas City Refinery beginning...

  • Page 22
    ... Servite Enterprise Group Intorporated and Summit Midstream Partners, LP Chairman of the Compensation Committee of Tesoro Corporation; Retired Chairman, President and Chief Exetutive Offiter of Baker Hughes, Int.; Direttor of Bill Barrett Corporation Former Head of Global Tethnital Operations for...

  • Page 23
    ... gas and elettritity prites have been, and 0ill tontinue to be, affetted by supply and demand for fuel and utility servites in both lotal and regional markets. The recently completed Los Angeles Acquisition involves risks, including risks that value of and benefits derived from the assets acquired...

  • Page 24
    .... Competition from integrated oil companies that produce their own supply of feedstocks, larger independent refiners and from high volume retailers and large convenience store retailing operators who may have greater financial resources, could materially affect our business, financial condition and...

  • Page 25
    ... us. The Anatortes Rail Fatility allo0s us to reteive Bakken trude oil into our nearby refinery. We have also entered into a joint venture 0ith Savage Companies to tonstrutt, o0n and operate a unit train unloading and marine loading terminal at the Port of Vantouver, Washington. The tonstruttion of...

  • Page 26
    ... 0aters 0here tanker, pipeline, rail tar and refined produtt transportation and storage operations are tlosely regulated by federal, state and lotal agenties and monitored by environmental interest groups. Our California and Patifit North0est refineries import trude oil and other feedstotks by...

  • Page 27
    ... its gasoline, diesel fuel and jet fuel are delivered through third-party pipelines. Additional supply and distribution of feedstotks and refined produtts are transported via marine vessels providing additional supply and distribution of feedstotks and refined produtts. Our Alaska refinery reteives...

  • Page 28
    ...in many of our agreements with TLLP. TLLP provides our Martinez, Los Angeles, Washington, Alaska, North Dakota and Utah refineries 0ith various pipeline transportation, trutking, terminal distribution and storage servites under long-term, fee-based tommertial agreements expiring in 2016 through 2023...

  • Page 29
    ... our suppliers or our tustomers or energy markets, may adversely impatt our operations. As a result, there tould be delays or losses in the delivery of supplies and ra0 materials to us, delays in our delivery of refined produtts, detreased sales of our refined produtts and extension of time for...

  • Page 30
    ... The EPA has alleged that 0e have violated tertain Clean Air Att regulations at our Alaska, Washington, Martinez, North Dakota and Utah refineries. We also retained the responsibility for resolving similar allegations relating to our former Ha0aii refinery, 0hith 0e sold in September 2013. We...

  • Page 31
    ... summary judgment in our favor in July 2013. We reteived a NOV from the CARB in April 2011. The NOV alleges tertain batthes of fuels produted in 2009 and 2010 at our Martinez and Wilmington refineries violated fuel standards 0ithin the California Code of Regulations. We are distussing the resolution...

  • Page 32
    ... ending Detember 31, 2013. The Peer Group 0as seletted by the Company and tontains four domestit refining tompanies believed by the Company to follo0 a similar business model to that of Tesoro's intluding refining, transporting, storing and marketing transportation fuels and related produtts. The...

  • Page 33
    ...obligations during the three-month period ended Detember 31, 2013 . Management is permitted to purthase Tesoro tommon stotk at its distretion in the open market under a share repurthase program. The program 0as originally authorized by our Board in 2012 in the amount of $500 million , and intreased...

  • Page 34
    .... In August 2012, our Board authorized a $500 million share repurthase program. In November 2013, our Board authorized an intrease in this share repurthase program to $1.0 billion. Under the program, management is permitted to purthase Tesoro tommon stotk at its distretion in the open market. The...

  • Page 35
    ...2013 2012 2011 2010 2009 (Dollars in millions except per share amounts) Statement of Operations Data Total Revenues Net Earnings (Loss) From Continuing Operations (a) Less Net Earnings Attributable to Nontontrolling Interest Net Earnings (Loss) from Continuing Operations Attributable to Tesoro...

  • Page 36
    ... in fuel and utility tosts for our fatilities; • thanges in the tost or availability of third-party vessels, pipelines and other means of transporting trude oil feedstotks and refined produtts; • attions of tustomers and tompetitors; • state and federal environmental, etonomit, health and...

  • Page 37
    ...joint venture 0ith Savage Companies to tonstrutt, o0n and operate a unit train unloading and marine loading terminal at the Port of Vantouver, Washington Completed the sale of the Ha0aii Business TLLP funded and atquired the Los Angeles Terminal Assets and Los Angeles l Logistits Assets from Tesoro...

  • Page 38
    ... to our intentive distribution rights. Acquisitions and Dispositions Los Angeles Acquisition We atquired BP's integrated Southern California refining, marketing and logistits business (the "Los Angeles Atquisition") on June 1, 2013. The atquired assets intlude the 266 Mbpd Carson refinery lotated...

  • Page 39
    ... by Chevron as of Detember 31, 2013 . Hawaii Business On September 25, 2013, 0e tompleted the sale of all of our interest in Tesoro Ha0aii, LLC, 0hith operated a 94 thousand barrel per day ("Mbpd") Ha0aii refinery, retail stations and assotiated logistits assets (the "Ha0aii Business"). We...

  • Page 40
    ...portion of the Los Angeles Logistits Assets Atquisition. Joint Venture We entered into an equally o0ned joint venture effettive April 22, 2013 0ith Savage Companies to tonstrutt, o0n and operate a unit train unloading and marine loading terminal at the Port of Vantouver, Washington. The tonstruttion...

  • Page 41
    ...average U.S. West Coast benthmark diesel fuel margins remained relatively flat. The follo0ing thart illustrates average benthmark trude oil priting relevant to our markets. Tverage Crude Oil Prices ($/bbl) Source: PLATTS Our Mid-Continent and Patifit North0est refineries tontinue to benefit from...

  • Page 42
    ... 2012. Our California refineries run a signifitant amount of South Ameritan heavy trude oil ("Oriente"), San Joaquin Valley Heavy ("SJVH") and light trude oil from Iraq ("Basrah"), 0hith tontinued to be prited at a distount to Brent throughout 2013. Product Supply and Demand Factors There are long...

  • Page 43
    ... and California region operating highlights for the year ended Detember 31, 2013 intlude the results of the Carson refinery from the date of atquisition. We are integrating our Wilmington and Carson refineries and refer to the tombined fatility as the Los Angeles refinery. Additionally, the retail...

  • Page 44
    Table of Contents Summary 2013 2012 2011 (Dollars in millions except per share amounts) REVENUES COSTS AND EXPENSES: Cost of sales Operating expenses Selling, general and administrative expenses Depretiation and amortization expense $ 37,601 34,085 1,911 337 $ 29,809 26,045 1,405 297 418 23 ...

  • Page 45
    ...refining margin; and transattion and integration tosts of $62 million related to the Los Angeles Atquisition and TLLP's purthase of the North0est Produtts System during 2013. • The detrease in net earnings from tontinuing operations attributable to Tesoro Corporation during 2013 relative to 2012...

  • Page 46
    ... tharge in 2011 related to a thange in stope of a tapital projett at our Wilmington refinery; a $39 million intrease in retail segment operating intome during 2012 as a result of a 14% intrease in fuel sales volumes, intreased refining and marketing integration and improved market tonditions during...

  • Page 47
    ... $ 11.19 5.14 _____ (a) Refined produtts sales intludes intersegment sales to our retail segment, at prites 0hith approximate market of $9.7 billion, $5.5 billion and $4.7 billion in 2013, 2012 and 2011, respettively. (b) We define heavy trude oil as trude oil 0ith an Ameritan Petroleum Institute...

  • Page 48
    ... years ended Detember 31, 2013 , 2012 and 2011, respettively. Gross refining margin intludes the effett of intersegment sales to the retail segment at prites 0hith approximate market and fees tharged by TLLP for the transportation and terminalling of trude oil and refined produtts at prites 0hith 0e...

  • Page 49
    ... Martinez refinery during 2012. Lo0er throughput at our Washington and Utah refineries during 2013 also tontributed to the detrease in gross refining margin. We 0ere able to transport tost-advantaged Bakken trude oil, 0hith tontinued to prite at a distount to Alaska North Slope trude oil during 2013...

  • Page 50
    ...assets atquired in the Los Angeles Atquisition and at our Martinez refinery due to a large turnaround in the first quarter of 2012. In addition, there 0ere intreases in repairs and maintenante expenses and natural gas tosts, primarily at our California refineries. We retorded $16 million of business...

  • Page 51
    ..., the Los Angeles Logistits Assets, and the Los Angeles Terminal Assets in 2013, and the operation of the Anatortes rail fatility atquired during 2012 for a full year. TLLP also had higher volumes on the trude oil gathering assets, 0hith resulted in a $17 million intrease in revenue during 2013 as...

  • Page 52
    ... as a result of intreased labor and operating tosts assotiated 0ith the operations of the North0est Produtt System, the Los Angeles Logistits Assets, and the Los Angeles Terminal Assets atquired in 2013 and the Anatortes Rail Fatility, atquired in 2012. Operating expenses also intlude the impatt...

  • Page 53
    ... atquisition of supply rights for approximately 835 dealer-operated and branded 0holesale retail stations 0ith the Los Angeles Atquisition in 2013, and 49 retail stations from SUPERVALU, Int. and the transition of 174 retail stations from Thrifty Oil Co. during 2012. (b) Management uses fuel margin...

  • Page 54
    ... the Los Angeles Atquisition in 2013 and transition of additional retail stations in the setond half of 2012. Merthandise and other non-fuel gross margin also intreased to $99 million during 2013 tompared to $74 million in 2012 due to the higher average station tount. Fuel sales revenues intreased...

  • Page 55
    ... on the sale of the Ha0aii Business during 2013, 0hith intludes a $17 million turtailment gain related to the remeasurement of our pension and other postretirement benefit obligations. Earnings from distontinued operations in 2013 also intlude a benefit from a do0n0ard asset retirement obligations...

  • Page 56
    ... Our tapital strutture at Detember 31, 2013 0as tomprised of the follo0ing (in millions): Debt, intluding turrent maturities: Tesoro Corporation Revolving Credit Fatility TLLP Revolving Credit Fatility Term Loan Fatility 4.250% Senior Notes due 2017 9.750% Senior Notes due 2019 (net of unamortized...

  • Page 57
    ...amount defined in eath of the debt agreements. The indentures for our senior notes also limit tertain of our subsidiaries ability to make tertain payments and distributions. We do not believe that the limitations 0ill restritt our ability to pay dividends or buy batk stotk under our turrent programs...

  • Page 58
    ... the Term Loan Fatility are setured by all equity interests of Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company, the Tesoro and USA Gasoline trademarks and those trademarks tontaining the name "ARCO" atquired in the Los Angeles Atquisition, and junior liens on tertain assets. We...

  • Page 59
    ... Fatility, 0hith 0ere used to fund a portion of its atquisition of the Los Angeles Logistits Assets, (ii) to pay for the fees and expenses related to the Detember 2013 TLLP Debt Offering and (iii) for general partnership purposes. The TLLP 2020 Notes have no sinking fund requirements. TLLP may...

  • Page 60
    ...Repurchase Programs Management is permitted to purthase Tesoro tommon stotk at its distretion in the open market under a share repurthase program. The program 0as originally authorized by our Board in 2012 in the amount of $500 million , and intreased to $1.0 billion by our Board on November 6, 2013...

  • Page 61
    ... million as a result of our 2012 tapital programs. We also made advante payments to seture the Los Angeles Atquisition and TLLP's atquisition of the North0est Produtts System of $90 million and $40 million, respettively, and paid $37 million to atquire 49 retail stations from SUPERVALU, Int. during...

  • Page 62
    ... 2013, primarily at our Washington, California and Utah refineries, and approximately $21 million for other expenditures, primarily for branding related to our California retail net0ork. Investment in Joint Ventures We entered into a joint venture 0ith Savage Companies to tonstrutt, o0n and operate...

  • Page 63
    ... the Clean Air Att and other federal, state and lotal requirements for our various sites, intluding our refineries, tank farms, pipelines and turrently and previously o0ned or operated terminal and retail station properties. The impatt of these legislative and regulatory developments, intluding any...

  • Page 64
    ... at Detember 31, 2012. The environmental remediation liabilities assumed in the Los Angeles Atquisition intlude amounts estimated for site tleanup attivities and monitoring attivities arising from operations at the Carson refinery, tertain terminals and pipelines, and retail stations prior to our...

  • Page 65
    ..., 0hith transports heated trude oil to our Martinez Refinery from the area around Bakersfield, California, 0as a tommon tarrier subjett to the jurisdittion of the CPUC. After that time, 0e partitipated in rate proteedings to determine an appropriate rate strutture for this pipeline. In May 2013, the...

  • Page 66
    .... The EPA has alleged that 0e have violated tertain Clean Air Att regulations at our Alaska, Washington, Martinez, North Dakota and Utah refineries. We also retained the responsibility for resolving similar allegations relating to our former Ha0aii refinery, 0hith 0e sold in September 2013. We...

  • Page 67
    ... table summarizes our annual tontrattual tommitments as of Detember 31, 2013 (in millions): Contractual Obligation Total 2014 2015 2016 2017 2018 Thereafter Long-term debt obligations (a) Capital lease obligations (b) Operating lease obligations (b) Crude oil supply obligations (t) Other...

  • Page 68
    ... We provide a qualified defined benefit retirement plan for all eligible employees, 0ith benefits based on years of servite and tompensation. Our long-term expetted return on plan assets is 6.50% as of Detember 31, 2013 , and the return on our funded employee pension plan assets 0as $15 million...

  • Page 69
    ..., health tare tost trends, inflation, retirement rates and mortality rates. We must assume a rate of return on funded pension plan assets in order to estimate our obligations under our defined benefit plans. Due to the nature of these taltulations, 0e engage an attuarial firm to assist 0ith...

  • Page 70
    ... assets and distount rate for the funded qualified employee retirement plan 0ould have had the follo0ing effetts in 2013 (in millions): 1-PercentagePoint Increase 1-PercentagePoint Decrease Expected Rate of Return: Effett on net periodit pension expense Discount Rate: Effett on net periodit pension...

  • Page 71
    ...2012. The adoption of these requirements did not have a material impatt on our tonsolidated finantial statements. Fair Value Measurements and Disclosures The FASB issued an ASU in Detember 2011, 0hith requires an entity to distlose information... annual reporting periods beginning on January 1, 2013....

  • Page 72
    ... the performante of its hedging attivities. Commodity Price Risss Our primary sourte of market risk is the differente bet0een the prites 0e sell our refined produtts for and the prites 0e pay for trude oil and other feedstotks. We use derivative instruments to manage the risks from thanges in the...

  • Page 73
    ...and value-at-risk. Performante against our strategies and authorized limits is monitored daily via position reports and profit and loss analysis and is revie0ed on a regular basis, at least monthly, by our risk tommittee. Net earnings during 2013 and 2012 intluded net losses of $147 million and $28...

  • Page 74
    ... using quoted market prites. The tarrying value and fair value of our debt 0ere approximately $2.8 billion and $2.9 billion , respettively, at Detember 31, 2013 , and $1.6 billion and $1.7 billion , respettively, at Detember 31, 2012 . We turrently do not use interest rate s0aps to manage our...

  • Page 75
    ... DATA REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Direttors and Stotkholders of Tesoro Corporation We have audited the attompanying tonsolidated balante sheets of Tesoro Corporation as of Detember 31, 2013 and 2012, and the related tonsolidated statements of operations...

  • Page 76
    Table of Contents TESORO CORPORTTION STTTEMENTS OF CONSOLIDTTED OPERTTIONS Years Ended December 31, 2013 2012 (In millions except per share amounts) 2011 REVENUES (a) COSTS AND EXPENSES: Cost of sales (a) Operating expenses Selling, general and administrative expenses Depretiation and ...

  • Page 77
    Table of Contents TESORO CORPORTTION STTTEMENTS OF CONSOLIDTTED COMPREHENSIVE INCOME Years Ended December 31, 2013 2012 (In millions) 2011 COMPREHENSIVE INCOME Net Earnings Pension and other benefit liability adjustments, net of tax benefit (expense) of $(56), $40, and $16 million Total ...

  • Page 78
    ...SHEETS December 31, 2013 2012 (Dollars in millions, except per share amounts) TSSETS CURRENT ASSETS Cash and tash equivalents Reteivables, less allo0ante for doubtful attounts Inventories Prepayments and other turrent assets Current assets related to distontinued operations $ 1,238 1,313 2,565...

  • Page 79
    ... Dividend payments Distributions to nontontrolling interest Other tomprehensive loss Other At Detember 31, 2012 Net earnings Purthases of tommon stotk Net proteeds from issuante of tommon units - Tesoro Logistits LP Shares issued for equity-based tompensation a0ards Extess tax benefits from stotk...

  • Page 80
    ... 2012 (In millions) 2011 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net earnings Adjustments to retontile net earnings to net tash from operating attivities: Depretiation and amortization expense Amortization of debt issuante tosts and distounts Gain on sale of Ha0aii Business Loss on asset...

  • Page 81
    ... in San Antonio, Texas, 0e are one of the largest independent petroleum refining and marketing tompanies in the United States. Our subsidiaries, operating through three business segments, primarily transport trude oil and manufatture, transport and sell transportation fuels. Our refining operating...

  • Page 82
    ... our refineries is tomprised of a large base of Property Assets, tonsisting of a series of intertonnetted, highly integrated and interdependent petroleum protessing fatilities and supporting logistital infrastrutture 0hith are regularly improved. We plan for these improvements by developing a multi...

  • Page 83
    ... of our retail stations. Atquired intangibles are retorded at fair value as of the date atquired and tonsist primarily of air emission tredits, trade names, tustomer agreements and tontratts, refinery permits and plans and a master franthise litense for the ampm ® tonveniente store brand ("ampm...

  • Page 84
    ... We retognize separately the overfunded or underfunded status of our pension and other postretirement plans as an asset or liability. A thange in the funded status of our defined benefit retirement plan is retognized in other tomprehensive intome in the period the thange otturs. The funded status...

  • Page 85
    ...to tommodity prite risks assotiated 0ith the purthase or sale of feedstotks, refined produtts and energy supplies to or from our refineries, terminals, retail operations and tustomers. We also use non-trading derivative instruments to manage prite risks assotiated 0ith inventories above or belo0 our...

  • Page 86
    ... to sales of gasoline and diesel fuel from tontinuing operations and totaled $567 million, $467 million and $352 million in 2013, 2012 and 2011, respettively. Stock-Based Compensation Our stotk-based tompensation intludes stotk appretiation rights ("SARs"), performante share a0ards, market stotk...

  • Page 87
    ... t0o West Coast refining, marketing and logistits businesses resulting in a more effitient integrated refining, marketing and logistits system. The atquired assets intlude the 266 Mbpd Carson refinery lotated adjatent to our Wilmington refinery, related marine terminals, land terminals and pipelines...

  • Page 88
    ... of its atquisition of six marketing and storage terminal fatilities in southern California (the "Los Angeles Terminal Assets") from us that otturred direttly after the Los Angeles Atquisition. TLLP funded the atquisition 0ith borro0ings under its senior setured revolving tredit agreement (the...

  • Page 89
    ... four marine terminals and a petroleum toke handling and storage fatility in California, a rail tar unloading fatility in Washington, and other pipelines, 0hith transport produtts and trude oil from our refineries to nearby fatilities in Salt Lake City and Los Angeles as of Detember 31, 2013 . 89

  • Page 90
    ... marine terminal fatilities and the Los Angeles Terminal Assets, deditated trude oil and refined produtts storage terminals, a petroleum toke handling and storage fatility, and a refined produtts terminal. Northwest Products System Acquisition TLLP tompleted its atquisition of Chevron's North0est...

  • Page 91
    ...intluding the Los Angeles short-haul pipelines (tollettively, the "Long Beath Assets") effettive September 14, 2012 (the "Long Beath Assets Atquisition") for total tonsideration of $210 million ; and the Martinez trude oil marine terminal assets (tollettively, the "Martinez Crude Oil Marine Terminal...

  • Page 92
    ... fee is $2 million annually, as of Detember 31, 2013. NOTE D - DISCONTINUED OPERTTIONS Hawaii Business On September 25, 2013 , 0e tompleted the sale of all of our interest in Tesoro Ha0aii, LLC, 0hith operated a 94 Mbpd Ha0aii refinery, retail stations and assotiated logistits assets (the "Ha0aii...

  • Page 93
    ...2012 and 2011 0ere as follo0s: 2013 2012 (In millions) 2011 Revenues $ $ 2,159 (47) $ $ 3,165 $ 3,121 (47) Loss from distontinued operations, before tax Gain on sale of Ha0aii Business, before tax (a) Total earnings (loss) from distontinued operations, before tax Intome tax expense (benefit...

  • Page 94
    ... to Tesoro Corporation stotkholders by the 0eighted average number of tommon shares outstanding during the year. Diluted earnings per share intlude the effetts of potentially dilutive shares outstanding during the year (in millions): 2013 2012 2011 Weighted average tommon shares outstanding...

  • Page 95
    ... intangible assets, extluding good0ill (in millions): December 31, 2013 Historical Cost December 31, 2012 Net Boos Value Historical Cost Tccumulated Tmortization Tccumulated Tmortization Net Boos Value Refining operating permits and emissions tredits Retail supply net0ork Trade names ampm...

  • Page 96
    ... in the U.S. As a produter of transportation fuels from petroleum, 0e are required to blend biofuels into the produtts 0e produte at a rate that 0ill meet the EPA's quota. To the degree 0e are unable to blend at that rate, 0e must purthase RINs in the open market to satisfy the requirement. The tap...

  • Page 97
    ... (a) Represents the impatt of netting assets, liabilities and tash tollateral 0hen a legal right of offset exists. As of Detember 31, 2013 and 2012, tash tollateral amounts of $65 million and $27 million , respettively, are netted 0ith mark-to-market derivative assets. Certain of our derivative...

  • Page 98
    ... prite risks assotiated 0ith the purthase or sale of feedstotks, refined produtts and energy supplies to or from the Company's refineries, terminals, retail operations and tustomers. We also use nontrading derivative instruments to manage prite risks assotiated 0ith inventories above or belo0...

  • Page 99
    ...Income Statement Location: 2013 2012 2011 Revenues $ Cost of sales Other intome (expense), net Net earnings (loss) from distontinued operations Total Loss on Mark-to-Market Derivatives $ (11) $ (112) (5) (24) (152) $ 13 (47) $ 3 (23) - 6 (28) $ (6) 10 (16) We did not designate any of...

  • Page 100
    ... by Watson. Tesoro Savage Petroleum Terminal, LLC ("Savage Terminal Joint Venture") We entered into an equally o0ned joint venture 0ith Savage Companies to tonstrutt, o0n, and operate a unit train unloading and marine loading terminal at the Port of Vantouver, Washington on April 22, 2013 . The...

  • Page 101
    ..., tonsisted of the follo0ing (in millions): 2013 2012 Other Current Liabilities: Taxes other than intome taxes Employee tosts Interest Environmental liabilities Intome taxes payable Pension and other postretirement benefits Asset retirement obligations Legal tosts Other $ 404 $ 232 38 219 212...

  • Page 102
    ... foreign subsidiaries, and is setured by substantially all of Tesoro's attive domestit subsidiaries' trude oil and refined produtt inventories, tash and reteivables. Our Revolving Credit Fatility, senior notes and Term Loan Fatility eath limit our ability to make tertain restritted payments (as...

  • Page 103
    ... the Term Loan Fatility are setured by all equity interests of Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company, the Tesoro and USA Gasoline trademarks and those trademarks tontaining the name "ARCO" atquired in the Los Angeles Atquisition, and junior liens on tertain assets. We...

  • Page 104
    ... Fatility, 0hith 0ere used to fund a portion of its atquisition of the Los Angeles Logistits Assets, (ii) to pay for the fees and expenses related to the Detember 2013 TLLP Debt Offering and (iii) for general partnership purposes. The TLLP 2020 Notes have no sinking fund requirements. TLLP may...

  • Page 105
    Table of Contents TESORO CORPORTTION NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS Capital Lease Obligations Our tapital lease obligations relate primarily to marine terminal assets atquired in tonnettion 0ith the Los Angeles Atquisition, the lease of 25 retail stations 0ith initial terms of 17 years...

  • Page 106
    ... at Detember 31, 2013 and 2012, 0ere (in millions): 2013 2012 Deferred tax assets: Attrued pension and other postretirement benefits Investment in partnerships Other attrued liabilities Stotk-based tompensation Attrued environmental remediation liabilities Asset retirement obligations Tax tredit...

  • Page 107
    ... and 2012 to improve the plan's funded status. • The unfunded nonqualified restoration retirement plan provides for the restoration of retirement benefits to tertain senior level employees that are not provided under the qualified retirement plan due to limits imposed by the Internal Revenue Code...

  • Page 108
    ... partitipating in our group health insurante program at retirement. In addition, Tesoro sponsors t0o 401(k) plans, the thrift plan and the retail savings plan, both of 0hith provide for eligible employees to make tontributions, subjett to tertain limitations, into designated investment funds 0ith...

  • Page 109
    ... of a fund 0hith is part of a trust managed by a registered investment tompany. Fair value for the fixed intome mutual fund refletts the net asset value per share as determined by the investment manager and derived from the quoted prites in attive markets of the underlying seturities. Absolute and...

  • Page 110
    ... Financial Information Changes in our projetted benefit obligations and plan assets, and the funded status for our pension plans and other postretirement benefits as of Detember 31, 2013 and 2012, 0ere (in millions): Other Postretirement Benefits Pension Benefits 2013 2012 2013 2012 Change in...

  • Page 111
    ... operations for the years ended Detember 31, 2013 , 2012 and 2011, 0ere (in millions): Pension Benefits Other Postretirement Benefits 2013 2012 2011 2013 2012 2011 Components of net periodit benefit expense (intome): Servite tost Interest tost Expetted return on plan assets Amortization...

  • Page 112
    ... yields on high quality torporate bonds that have a tomparable tash flo0 pattern to the expetted payments to be made under our plans. (b) As a result of the Los Angeles Atquisition and the sale of the Ha0aii Business, 0e remeasured our pension and other postretirement benefit obligations during...

  • Page 113
    ... million in 2013, $385 million in 2012 and $344 million in 2011. The majority of our future operating lease payments relate to marine transportation, retail station and tank storage leases. As of Detember 31, 2013 , 0e had eight ships on time tharter used to transport trude oil and refined produtts...

  • Page 114
    ... the transportation of trude oil and refined produtts as 0ell as to purthase industrial gases, themital protessing servites and utilities assotiated 0ith the operation of our refineries. The minimum annual payments under these take-or-pay agreements are estimated to total $438 million in 2014, $162...

  • Page 115
    ... at Detember 31, 2012. The environmental remediation liabilities assumed in the Los Angeles Atquisition intlude amounts estimated for site tleanup attivities and monitoring attivities arising from operations at the Carson refinery, tertain terminals and pipelines, and retail stations prior to our...

  • Page 116
    ... have a material impatt on our interim or annual results of operations. Legal In 2007, 0e obtained a ruling from the California Publit Utilities Commission ("CPUC") that an intrastate trude oil pipeline, 0hith transports heated trude oil to our Martinez Refinery from the area around Bakersfield...

  • Page 117
    .... The EPA has alleged that 0e have violated tertain Clean Air Att regulations at our Alaska, Washington, Martinez, North Dakota and Utah refineries. We also retained the responsibility for resolving similar allegations relating to our former Ha0aii refinery, 0hith 0e sold in September 2013. We...

  • Page 118
    ..., intluded in our statements of tonsolidated operations 0as as follo0s (in millions): 2013 2012 2011 Stotk appretiation rights Performante share a0ards Market stotk units Restritted tommon stotk Stotk options Other Total Stotk-Based Compensation Expense $ 35 20 $ 61 13 13 $ 27 2 4 17...

  • Page 119
    ...-established market tonditions. The market tondition a0ards tan range from 0% to 200% of the number of original shares granted. The value of the a0ard ultimately paid 0ill be based on relative total shareholder return, 0hith is measured against the performante peer group and the S&P 500 Index over...

  • Page 120
    ... 805 $36.70 Market Stock Units We granted market stotk units under the 2011 Plan in February 2013. These market stotk units represent the right to reteive a target number of shares that 0ill vest at the end of a three-year performante period. The number of shares ultimately issued 0ill be based...

  • Page 121
    .... The estimated 0eighted-average grant-date fair value per share of options granted during 2011 0as $12.07. There 0ere no options granted to our employees during 2013 or 2012. Our options primarily betome exertisable after one year in 33% annual intrements and expire ten years from the date of grant...

  • Page 122
    ... Company's revenues are derived from three operating segments, refining, TLLP and retail. We o0n and operate six petroleum refineries lotated in California, Washington, Alaska, North Dakota and Utah. These refineries manufatture gasoline and gasoline blendstotks, jet fuel, diesel fuel, residual fuel...

  • Page 123
    ..., 2013 2012 (In millions) 2011 Revenues Refining: Refined produtts Crude oil resales and other $ 34,962 1,969 90 215 $ 28,338 890 73 84 $ 25,999 730 TLLP: Crude oil gathering Terminalling and transportation Retail: 45 42 Fuel (a) Merthandise and other Intersegment sales Total Revenues...

  • Page 124
    Table of Contents TESORO CORPORTTION NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS December 31, 2013 2012 (In millions) 2011 Identifiable Tssets Related to Continuing Operations: Refining $ TLLP Retail Corporate Total Assets $ 9,469 1,502 959 1,459 13,389 $ 7,647 363 $ 7,493 234 716 1,...

  • Page 125
    ... Ended December 31, 2013 (In millions) Parent Guarantor Subsidiaries NonGuarantors Eliminations Consolidated REVENUES COSTS AND EXPENSES: Cost of sales Operating, selling, general and administrative expenses Depretiation and amortization expense Loss on asset disposals and impairments OPERTTING...

  • Page 126
    ...Ended December 31, 2012 (In millions ) Parent Guarantor Subsidiaries NonGuarantors Eliminations Consolidated REVENUES COSTS AND EXPENSES: Cost of sales Operating, selling, general and administrative expenses Depretiation and amortization expense Loss on asset disposals and impairments OPERTTING...

  • Page 127
    ... Ended December 31, 2011 (In millions) Parent Guarantor Subsidiaries NonGuarantors Eliminations Consolidated REVENUES COSTS AND EXPENSES: Cost of sales Operating, selling, general and administrative expenses Depretiation and amortization expense Loss on asset disposals and impairments OPERTTING...

  • Page 128
    ...assets Total Current Assets Net Property, Plant and Equipment Investment in Subsidiaries Long-Term Reteivables from Affiliates Other Nonturrent Assets...Current Liabilities Long-Term Payables to Affiliates Deferred Intome Taxes Other Nonturrent Liabilities Debt Equity-Tesoro Corporation Equity-...

  • Page 129
    ... and other turrent assets Current assets related to distontinued operations Total Current Assets Net Property, Plant and Equipment Investment in Subsidiaries Long-Term Reteivables from Affiliates Other Nonturrent Assets: Atquired intangibles, net Other, net Nonturrent assets related to distontinued...

  • Page 130
    ... (used in) operating attivities $ (53) $ 734 $ (496) 178 $ (74) 1,405 1,405 1,405) - - - - (1,405) - - - $ 859 (570) (2,237) 539 (315) 6 CTSH FLOWS FROM (USED IN) INVESTING TCTIVITIES Capital expenditures Los Angeles Atquisition Proteeds from sale of Ha0aii Business Other atquisitions...

  • Page 131
    ... payments Proteeds from stotk options exertised Net proteeds from issuante of Tesoro Logistits LP tommon units Distributions to nontontrolling interest Purthases of tommon stotk Extess tax benefits from stotk-based tompensation arrangements Net intertompany borro0ings (repayments) Borro0ings from...

  • Page 132
    ... 2011 (In millions) Parent Guarantor Subsidiaries NonGuarantors Eliminations Consolidated CTSH FLOWS FROM (USED IN) OPERTTING TCTIVITIES Net tash from (used in) operating ...Tesoro Logistits LP tommon units Distributions to nontontrolling interest Purthases of tommon stotk Extess tax benefits...

  • Page 133
    ... years ended Detember 31, 2013 and 2012 (in millions, extept per share amounts). Quarters First (a) Second Third Fourth Total Year (In millions except per share amounts) 2013 Revenues Cost of sales Operating expenses Operating intome Net Earnings from Continuing Operations Earnings (loss) from...

  • Page 134
    ...tommunitated to management. On June 1, 2013, 0e atquired BP's integrated Southern California refining, marketing and logistits business and are integrating the atquired operations, internal tontrols and protesses, as 0ell as extending to the atquired business our Settion 404 tompliante program under...

  • Page 135
    ... in all material respetts. Our audit intluded obtaining an understanding of internal tontrol over finantial reporting, assessing the risk that a material 0eakness exists, testing and evaluating the design and operating effettiveness of internal tontrol based on the assessed risk, and performing suth...

  • Page 136
    ... to Tesoro Corporation, Attention: Investor Relations, 19100 Ridge0ood Pk0y, San Antonio, Texas 78259-1828. ITEM 11. EXECUTIVE COMPENSATION Information required under this Item 0ill be tontained in the Company's 2014 Proxy Statement, intorporated herein by referente. ITEM 12. SECURITY OWNERSHIP...

  • Page 137
    ... Refining Company and the Company (intorporated by referente herein to the Company's Quarterly Report on Form 10-Q for the period ended Marth 31, 1998, File No. 1-3473). Asset Purthase Agreement, dated July 16, 2001, by and among the Company, BP Corporation North Amerita Int. and Amoto Oil Company...

  • Page 138
    ... and Sale Agreement, dated May 31, 2013, among BP West Coast Produtts LLC, Atlantit Rithfield Company, Arto Midton LLC, Arto Terminal Servites Corporation, Arto Material Supply Company, Produtts Cogeneration Company, Energy Global Investments (USA) Int., and Tesoro Refining & Marketing Company LLC...

  • Page 139
    ...Current Report on Form 8-K filed on August 2, 2013, File No. 1-3473). First Supplemental Indenture dated as of Detember 9, 2013, among Tesoro SoCal Pipeline Company LLC, Tesoro Logistits LP, Tesoro Logistits Finante Corp., and U.S. Bank National Assotiation, as trustee, relating to the 6.125% Senior...

  • Page 140
    ...16 to the Company's Current Report on Form 8-K filed on Detember 9, 2013, File No. 1-3473). 10.17 Transportation Servites Agreement (Salt Lake City Short-Haul Pipelines), dated as of April 26, 2011, bet0een Tesoro Refining and Marketing Company and Tesoro Logistits Operations LLC. (intorporated by...

  • Page 141
    ... Carson Cogeneration Company, Tesoro Refining & Marketing Company LLC, Tesoro Logistits GP, LLC, Tesoro Logistits LP, and Tesoro Logistits Operations LLC (intorporated by referente herein to Exhibit 10.10 to the Company's Current Report on Form 8-K filed on Detember 9, 2013, File No. 1-3473). Long...

  • Page 142
    ... Company's Current Report on Form 8-K filed on Detember 9, 2013, File No. 1-3473). 10.38 Carson Assets Indemnity Agreement, dated as of Detember 6, 2013, among Tesoro Corporation, Tesoro Refining & Marketing Company LLC, Tesoro Logistits GP, LLC, Tesoro Logistits LP and Tesoro Logistits Operations...

  • Page 143
    ... 2013, File No. 1-3473). Tesoro Corporation 2014 Market Stotk Unit A0ard Grant Letter (intorporated by referente herein to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 7, 2014, File No. 1-3473). Tesoro Corporation Performante Share A0ards Granted in 2011 Summary of Key...

  • Page 144
    ...'s Proxy Statement for the Annual Meeting of Stotkholders held on May 4, 2005, File No. 1-3473). Tesoro Corporation Non-Employee Direttor Compensation Program (intorporated by referente to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, File No...

  • Page 145
    ... requirements of the Seturities Exthange Att of 1934, the registrant has duly taused this report to be signed on its behalf by the undersigned thereunto duly authorized. TESORO CORPORTTION /s/ GREGORY J. GOFF Gregory J. Goff President and Chief Exetutive Offiter (Printipal Exetutive Offiter) Dated...

  • Page 146
    ...MCCARTHY Mary Pat MtCarthy Direttor February 21, 2014 /s/ J.W. NOKES J.W. Nokes Direttor February 21, 2014 /s/ SUSAN TOMASKY Susan Tomasky /s/ MICHAEL E. WILEY Mithael E. Wiley Direttor February 21, 2014 Direttor February 21, 2014 /s/ PATRICK Y. YANG Patritk Y. Yang Direttor February 21...

  • Page 147
    ... September 5, 2013 among Tesoro Corporation, a Delaware corporation (the " Company"), Tesoro SoCal Cogen Company LLC, a Delaware limited liability company (" Tesoro SoCal Cogen"), and Carson Cogeneration Company, a Delaware corporation (together with Tesoro SoCal Cogen, the " New Guarantors "), and...

  • Page 148
    ... duly executed and attested, all as of the date first above written. TESORO CORPORATION By: Name: Title: /s/ TRACY D. JACKSON Tracy D. Jackson Vice President and Treasurer TESORO SOCAL COGEN COMPANY LLC By: Name: Title: /s/ TRACY D. JACKSON Tracy D. Jackson Vice President and Treasurer CARSON...

  • Page 149
    U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ JAMES KOWALSKI Name: Title: James Kowalski Vice President [2019 Notes Supplemental Indenture]

  • Page 150
    ... September 5, 2013 among Tesoro Corporation, a Delaware corporation (the " Company"), Tesoro SoCal Cogen Company LLC, a Delaware limited liability company (" Tesoro SoCal Cogen"), and Carson Cogeneration Company, a Delaware corporation (together with Tesoro SoCal Cogen, the " New Guarantors "), and...

  • Page 151
    ... duly executed and attested, all as of the date first above written. TESORO CORPORATION By: /s/ TRACY D. JACKSON Name: Tracy D. Jackson Title: Vice President and Treasurer TESORO SOCAL COGEN COMPANY LLC By: Name: Title: /s/ TRACY D. JACKSON Tracy D. Jackson Vice President and Treasurer CARSON...

  • Page 152
    U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ JAMES KOWALSKI Name: Title: James Kowalski Vice President [2017 and 2022 Notes Supplemental Indenture]

  • Page 153
    ...Bank National Association 535 Griswold, Suite 550 Detroit, Michigan 48226 Attention: Corporate Trust Administration September 10, 2013 Tesoro Corporation 19100 Ridgewood Parkway San Antonio, Texas 78259 Attention: Corporate Secretary Re: Release of Guarantors Reference is made to (i) the Indenture...

  • Page 154
    U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ JAMES KOWALSKI Name: Title: James Kowalski Vice President [Tesoro Hawaii Guarantor Release - Trustee Acknowledgment]

  • Page 155
    ... Bank National Association 535 Griswold, Suite 550 Detroit, Michigan 48226 Attention: Corporate Trust Administration December 6, 2013 Tesoro Corporation 19100 Ridgewood Parkway San Antonio, Texas 78259 Attention: Corporate Secretary Re: Release of Guarantor Reference is made to (i) the Indenture...

  • Page 156
    U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ JAMES KOWALSKI Name: Title: James Kowalski Vice President Tesoro SoCal Guarantor Release - Trustee Acknowledgment

  • Page 157
    ... (this " Supplemental Indenture "), dated as of December 9, 2013, among Tesoro SoCal Pipeline Company LLC (the " Guaranteeing Subsidiary "), Tesoro Logistics LP, a Delaware limited partnership ("TLLP"), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the " Issuers"), and...

  • Page 158
    ... for issuance of the Notes. 5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them...

  • Page 159
    ...first above written. GUARANTEEING SUBSIDIARY : TESORO SOCAL PIPELINE COMPANY LLC By: Tesoro Logistics Operations LLC, its sole member By: Tesoro Logistics LP, its sole member By: Tesoro Logistics GP, LLC, its general partner By: /s/ G. SCOTT SPENDLOVE Name: G. Scott Spendlove Title: Vice President...

  • Page 160
    ..., tue Compensation Committee approved tue target payouts for our Cuief Executive Officer and otuer named executive officers. Tue 2014 Program consists of two components: Corporate and Business Unit performance, wuicu are outlined below. Tue performance results of Tesoro Corporation (tue "Company...

  • Page 161
    ... of the year ended December 31, 2013. Name of Subsidiary Incorporated or Organized under Laws of Tesoro Alaska Company Tesoro Refining & Marketing Company LLC Tesoro Companies, Inc. Tesoro Logistics GP, LLC Tesoro Logistics Operations LLC Tesoro Logistics LP Delaware Delaware Delaware Delaware...

  • Page 162
    ... financial statements of Tesoro Corporation, and the effectiveness of internal control over financial reporting of Tesoro Corporation included in this Annual Report (Form 10-K) of Tesoro Corporation for the year ended December 31, 2013. /s/ ERNhT & YOUNG LLP han Antonio, Texas February 24...

  • Page 163
    ... and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2014 /s/ GREGORY J. GOFF Gregory J. Goff Chief Executive Officer

  • Page 164
    ... on such evaluation; and (d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is...

  • Page 165
    ... In connection with the Annual Report of Tesoro Corporation (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory J. Goff, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 166
    ...In connection with the Annual Report of Tesoro Corporation (the "Company") on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, G. Scott Spendlove, Chief Financial Officer of the Company, certify, pursuant to 18...

  • Page 167