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): May 7, 2015
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.):
 
 
 
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.

Tesoro Corporation (or the “Company”) on May 7, 2015, issued a press release announcing financial results for its first quarter ended March 31, 2015. 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 above is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 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 7.01  Regulation FD Disclosure.

Financial information supplemental to the first quarter earnings conference call is available on the Company's website at www.tsocorp.com. The conference call is scheduled on May 8, 2015 at 7:30 a.m. CST. The financial information supplemental to the conference call 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 the Slide Presentation, 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.
 
(d)
Exhibits.
 
 
 
 
 
 
99.1

Press release announcing first quarter financial results issued on May 7, 2015, by Tesoro Corporation.
 
 
99.2

Supplemental earnings presentation financial information dated as of May 7, 2015.

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: May 7, 2015
 
 
 
 
 
 
TESORO CORPORATION

 
 
 
By:  
/s/ STEVEN M. STERIN
 
 
 
Steven M. Sterin
 
 
 
Executive Vice President and Chief Financial Officer
 
 

Index to Exhibits
 
 
 
Exhibit Number
 
Description
 
 
 
99.1
 
Press release announcing first quarter financial results issued on May 7, 2015, by Tesoro Corporation.
99.2
 
Supplemental earnings presentation financial information dated as of May 7, 2015.


2


Exhibit 99.1

Tesoro Corporation Reports 2015 First Quarter Results
First Quarter net earnings of $145 million, or $1.15 per diluted share
Excluding special items, adjusted earnings were $124 million, or $0.98 per diluted share
TLLP reported adjusted EBITDA of $168 million with strong contributions from the Rockies natural gas business
Tesoro expects to achieve its 2015 plan to deliver $550 million to $670 million of business improvements

SAN ANTONIO - May 7, 2015 - Tesoro Corporation (NYSE:TSO) today reported first quarter 2015 net earnings of $145 million, or $1.15 per diluted share compared to net earnings of $78 million, or $0.58 per diluted share for the first quarter of 2014. Adjusted Earnings for the first quarter, excluding a net benefit from special items of $21 million after tax, were $124 million or $0.98 per diluted share. Adjusted EBITDA for the first quarter, excluding special items, was $489 million compared to $362 million last year.

“We managed through a challenging first quarter which resulted from the labor disruption at our three West Coast refineries and planned maintenance at three refineries, including extended downtime at the Martinez refinery.” said Greg Goff, Chairman and CEO. “With the current strong margin environment and our goal of delivering $550 million to $670 million of business improvements, we expect to deliver significant growth in EBITDA in 2015.”


 
Three Months Ended
March 31,
($ in millions, except per share data)
2015
 
2014
Operating Income
 
 
 
     Refining
$
190

 
$
185

     TLLP
108

 
60

     Retail
126

 
19

Total Segment Operating Income
$
424

 
$
264

Net Earnings From Continuing Operations Attributable to Tesoro
$
145

 
$
79

 
 
 
 
Diluted EPS - Continuing Operations
$
1.15

 
$
0.59

Diluted EPS - Discontinued Operations

 
(0.01
)
Total Diluted EPS
$
1.15

 
$
0.58

Adjusted Diluted EPS - Continuing Operations
$
0.98

 
$
0.72



1


For the first quarter 2015, the Company recorded segment operating income of $424 million compared to segment operating income of $264 million in the first quarter of 2014. The increase was primarily driven by continued growth in the logistics business and strong retail margins.

The refining segment’s operating income was $190 million for the quarter, compared to $185 million in the first quarter of 2014. The results for the quarter were impacted due to labor disruptions at the Anacortes, Washington and Los Angeles and Martinez, California refineries. Additionally, planned maintenance was performed at the Martinez, Anacortes and Salt Lake City, Utah refineries. The California region was the most significantly impacted by the work stoppage. The Martinez refinery was idled during February and March and production was impacted at the Los Angeles refinery.

Total refinery throughput for the quarter was 696 thousand barrels per day, or 82% utilization as a result of idling the Martinez refinery. Direct manufacturing costs in the first quarter of 2015 increased $0.68/bbl over last year to $6.33/bbl. The increase was a result of lower throughput and other impacts caused by the work stoppages which was partially offset by lower energy prices.

The Tesoro Index was $16.71/bbl for the first quarter of 2015 with a realized gross refining margin of $11.77/bbl or 70% of the Tesoro Index, compared to a realized gross refining margin of $10.80/bbl or 122% of the Tesoro Index last year. The lower capture rates are primarily attributable to the combination of higher system throughput during January when margins were low, the impact of the labor disruption, and inventory builds associated with the turnarounds. The Company expects to realize a positive sequential impact to system capture rates in the second quarter with the completion of planned maintenance at the Anacortes and Salt Lake City refineries.

The logistics segment’s operating income was $108 million in the first quarter of 2015 compared to $60 million in the first quarter of 2014. The strong improvement in operating income was driven by the High Plains Pipeline expansion and reversal project, the first full quarter contribution from the Rockies natural gas business acquired in December 2014, and contributions from West Coast Logistics Assets acquisition.


2


The retail segment’s operating income was $126 million, up from $19 million in the first quarter of last year. Same store fuel sales were higher by approximately 2.5% versus the first quarter of last year. Strong consumer demand and favorable market conditions resulted in significantly improved margins.

Corporate and unallocated costs for the first quarter 2015 were $84 million, including $4 million of corporate depreciation. This was higher than the Company’s guidance primarily due to variable stock-based compensation of $28 million.

Capital Spending and Liquidity
Capital spending for the first quarter 2015 was $194 million for Tesoro Corporation and $66 million for TLLP. The Company estimates full year 2015 capital spending, excluding TLLP, of $600 million. TLLP capital spending is estimated to be approximately $450 million. Turnaround expenditures for the first quarter were $77 million. The Company expects full year 2015 turnaround expenditures of $286 million and deferred retail branding costs of $65 million.

The Company ended the first quarter of 2015 with approximately $0.5 billion in cash. The idling of operations at Martinez, which resulted in higher crude inventory, along with the higher planned inventory ahead of the Anacortes and Salt Lake City refinery turnarounds, resulted in a use of working capital during the first quarter of 2015. The Company expects these working capital impacts will reverse in the second quarter, as Martinez has resumed full utilization and both major turnarounds complete early in the quarter.

There are currently no borrowings and $1.9 billion of availability under the the Company’s revolving credit facility. Excluding TLLP debt and equity, total debt was $1.6 billion or 26% of total capitalization at the end of the first quarter of 2015. On a consolidated basis total outstanding debt was $4.2 billion. TLLP ended the first quarter with $235 million in borrowings under its separate revolving credit facility.

Returning Cash to Shareholders
During the first quarter of 2015, Tesoro returned $73 million to shareholders through the regular quarterly dividend of $54 million and had modest share repurchases. The Company has $981 million remaining under the authorized $1.0 billion share repurchase program and plans to continue repurchasing shares in 2015.


3


Tesoro Corporation today also announced that the board of directors has declared a regular quarterly cash dividend of $0.425 per share payable on June 15, 2015, to all holders of record as of May 29, 2015.

Outlook
The Company expects to achieve its 2015 plan to deliver $550 million to $670 million of business improvements that was communicated at Tesoro’s Analyst and Investor Day in December of 2014. The Company announced on April 22, 2015 that it expects EBITDA of approximately $800 million for the second quarter and approximately $2.6 billion for full year 2015. Tesoro expects second quarter utilization of 90% to 95% and the Tesoro Index has averaged about $21/bbl.

Strategic Update
The integration of the Rockies natural gas business is proceeding well and delivered approximately $75 million of adjusted EBITDA, including $8 million of synergies in the first quarter. TLLP has identified several new opportunities to expand its gathering business and improve utilization of existing natural gas pipeline and processing assets.

In the second quarter, the Company completed the work for the second phase of the Salt Lake City Conversion Project. The project is designed to improve yields of gasoline and diesel, improve the flexibility of processing crude feedstocks and increase throughput capacity by 4 MBD.

In February, the Company announced two complementary projects to enhance clean product production at its Anacortes refinery. These projects include a $90 million naphtha isomerization project and a $300 million Clean Product Upgrade Project (West Coast Mixed Xylenes). These two projects are expected to generate attractive returns of 25% and 20%, respectively. Startup of the Clean Product Upgrade Project is expected in 2017 and startup of the naphtha isomerization project is expected in 2018, both dates subject to permitting.

The permitting process for the Vancouver Energy project, to construct a 360 thousand barrel per day crude oil rail-to-marine terminal, is continuing to progress with Washington State’s Energy Facility Site Evaluation Committee (“EFSEC”). EFSEC has begun the adjudicative phase and based on the schedule it laid out is expected to release the Draft Environmental Impact Statement in mid-2015. The Company expects that EFSEC will submit its recommendation to the governor of Washington once it completes the adjudicative phase.

4



Public Invited to Listen to Analyst and Investor Conference Call
At 7:30 a.m. CT tomorrow morning, Tesoro will broadcast, live, its conference call with analysts regarding first quarter 2015 results and other business matters. Interested parties may listen to the live conference call over the Internet by logging on to http://www.tsocorp.com.

Twitter Communication
Tesoro Corporation is utilizing Twitter, in conjunction with other Regulation FD-compliant disclosure vehicles, such as press releases, 8-Ks and its investor relations web site, as part of broader investor and stakeholder communication strategy. The Twitter page can be found at http://twitter.com/TesoroCorp.

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 36% interest in Tesoro Logistics LP (NYSE: TLLP) 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 earnings 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 concerning delivering significant growth in EBITDA in 2015; expectations regarding realization of a positive sequential impact to system capture rates in the second quarter; expectations about capital spending, turnaround expenditures and deferred retail branding costs; expectations regarding the reversal of certain working capital impacts in the second quarter; plans to repurchase shares in 2015; estimates and expectations regarding our business improvement objectives for 2015; EBITDA estimates for the second quarter and full year 2015; expectations regarding utilization rates; benefits, including the increased throughput capacity, of the Salt Lake City Conversion Project; expected returns and startup dates for our naphtha isomerization project and clean product upgrade project; and timing of the permitting and approval process for the Vancouver Energy project. 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. 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:
Sam Ramraj, Vice President, Investor Relations, (210) 626-4757

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


5


Non-GAAP Measures

Our management uses a variety of financial and operating metrics to analyze operating segment performance. To supplement our financial information presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), our management uses additional metrics that are known as “non-GAAP” financial metrics in its evaluation of past performance and prospects for the future. These metrics are significant factors in assessing our operating results and profitability and include earnings before interest, income taxes, depreciation and amortization expenses (“EBITDA”). We define EBITDA as consolidated earnings, including earnings attributable to noncontrolling interest, excluding net earnings (loss) from discontinued operations, before depreciation and amortization expense, net interest and financing costs, income taxes and interest income. We define Adjusted EBITDA as EBITDA plus or minus amounts determined to be “special items” by our management based on their unusual nature and relative significance to earnings (loss) in a certain period. We provide complete reconciliation and discussion of items identified as special items with our presentation of adjusted EBITDA.

We present EBITDA and adjusted EBITDA because we believe some investors and analysts use EBITDA and adjusted EBITDA to help analyze our cash flows including our ability to satisfy principal and interest obligations with respect to our indebtedness and use cash for other purposes, including capital expenditures. EBITDA and adjusted EBITDA are also used by some investors and analysts to analyze and compare companies on the basis of operating performance and by management for internal analysis. EBITDA and adjusted EBITDA should not be considered as alternatives to U.S. GAAP net earnings or net cash from operating activities. EBITDA and adjusted EBITDA have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and net cash from operating activities.

We present net earnings from continuing operations adjusted for special items (“Adjusted Earnings”) and net earnings per diluted share from continuing operations adjusted for special items (“Adjusted Diluted EPS”) as management believes that the impact of these items on net earnings from continuing operations and diluted earnings per share from continuing operations is important information for an investor’s understanding of the operations of our business and the financial information presented. Adjusted Earnings and Adjusted Diluted EPS should not be considered as an alternative to net earnings, earnings per diluted share or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted Earnings and Adjusted Diluted EPS may not be comparable to similarly titled measures used by other entities.

Items Impacting Comparability

TLLP acquired assets related to, and entities engaged in, natural gas gathering, transportation and processing in Wyoming, Colorado, Utah, and North Dakota (the “Rockies Natural Gas Business”) through its acquisition of QEP Field Services, LLC (“QEPFS”) from QEP Resources, Inc. on December 2, 2014. QEPFS holds an approximate 56% limited partner interest in QEP Midstream Partners, LP (“QEPM”) and 100% of QEPM’s general partner, QEP Midstream Partners GP, LLC, which itself holds a 2% general partner interest and all of the incentive distribution rights in QEPM. All intercompany transactions with TLLP and QEPM are eliminated upon consolidation.

The TLLP financial and operational data presented include the historical results of all assets acquired from Tesoro prior to the acquisition dates. The acquisitions from Tesoro were transfers between entities under common control. Accordingly, the financial information of TLLP contained herein has been retrospectively adjusted to include the historical results of the assets acquired in the acquisitions from Tesoro prior to the effective date of each acquisition for all periods presented.

On September 25, 2013, we completed the sale of all of our interest in Tesoro Hawaii, LLC, which operated a 94 Mbpd Hawaii refinery, retail stations and associated logistics assets (the “Hawaii Business”). We have reflected its results of operations as discontinued operations in our consolidated statements of operations for all periods presented, and, unless otherwise noted, we have excluded the Hawaii Business from the financial and operational data presented in the tables and discussion that follow.


6



TESORO CORPORATION
RESULTS OF CONSOLIDATED OPERATIONS
(Unaudited)
(In millions, except per share amounts)
 
Three Months Ended
March 31,
 
2015
 
2014
Revenues
$
6,463

 
$
9,933

Costs and Expenses:
 
 
 
Cost of sales (a)
5,340

 
8,948

Operating expenses
509

 
591

Selling, general and administrative expenses (b)
91

 
31

Depreciation and amortization expense
179

 
130

(Gain) loss on asset disposals and impairments (c)
4

 
(5
)
Operating Income
340

 
238

Interest and financing costs, net (d)
(55
)
 
(77
)
Other expense, net (e)
(1
)
 
(1
)
Earnings Before Income Taxes
284

 
160

Income tax expense
96

 
56

Net Earnings From Continuing Operations
188

 
104

Loss from discontinued operations, net of tax

 
(1
)
Net Earnings
188

 
103

Less: Net earnings from continuing operations attributable to noncontrolling interest
43

 
25

Net Earnings Attributable to Tesoro Corporation
$
145

 
$
78

 
 
 
 
Net Earnings (Loss) Attributable to Tesoro Corporation
 
 
 
Continuing operations
$
145

 
$
79

Discontinued operations

 
(1
)
Total
$
145

 
$
78

Net Earnings (Loss) Per Share - Basic:
 
 
 
Continuing operations
$
1.17

 
$
0.60

Discontinued operations

 
(0.01
)
Total
$
1.17

 
$
0.59

Weighted average common shares outstanding - Basic
125.2

 
131.3

Net Earnings (Loss) Per Share - Diluted:
 
 
 
Continuing operations
$
1.15

 
$
0.59

Discontinued operations

 
(0.01
)
Total
$
1.15

 
$
0.58

Weighted average common shares outstanding - Diluted
126.9

 
133.8

________________________
(a)
Includes a benefit of $42 million ($25 million after tax) recognized during the three months ended March 31, 2015 resulting from a lower of cost or market inventory valuation adjustment recorded in the fourth quarter of 2014.
(b)
Includes stock-based compensation expense of $28 million and benefit of $18 million for the three months ended March 31, 2015 and 2014, respectively. The significant impact to stock-based compensation expense is primarily a result of changes in Tesoro’s stock price during the period as compared to the prior period.
(c)
Includes a gain of $5 million ($1 million to Tesoro, after-tax) for the three months ended March 31, 2014 resulting from TLLP’s sale of its Boise Terminal.
(d)
Includes charges totaling $31 million ($19 million after-tax) for premiums and unamortized debt issuance costs associated with the redemption of the 2019 Notes during the three months ended March 31, 2014.
(e)
Includes equity in loss of equity method investments of $1 million for Refining related to its investments in Watson Cogen Company and Vancouver Energy for each of the three months ended March 31, 2015 and 2014 and equity in earnings of equity method investments of $3 million for TLLP related to its investments in Three Rivers Gathering and Uinta Basin Field Services for the three months ended March 31, 2015.


7



TESORO CORPORATION
SELECTED SEGMENT OPERATING DATA
(Unaudited) (In millions)
 
Three Months Ended
March 31,
 
2015
 
2014
Earnings Before Income Taxes
 
 
 
Refining (a) (f)
$
190

 
$
185

TLLP (c)
108

 
60

Retail (f)
126

 
19

Total Segment Operating Income
424

 
264

Corporate and unallocated costs (b)
(84
)
 
(26
)
Operating Income
340

 
238

Interest and financing costs, net (d)
(55
)
 
(77
)
Other expense, net
(1
)
 
(1
)
Earnings Before Income Taxes
$
284

 
$
160

Depreciation and Amortization Expense
 
 
 
Refining
$
119

 
$
101

TLLP
44

 
16

Retail
12

 
10

Corporate
4

 
3

Total Depreciation and Amortization Expense
$
179

 
$
130

Special Items, Before Taxes (g)
 
 
 
Refining
$
(42
)
 
$

TLLP
13

 
(5
)
Total Special Items
$
(29
)
 
$
(5
)
Adjusted EBITDA
 
 
 
Refining (e)
$
266

 
$
285

TLLP (e)
168

 
71

Retail
138

 
29

Corporate
(83
)
 
(23
)
Total Adjusted EBITDA
$
489

 
$
362

Capital Expenditures
 
 
 
Refining
$
184

 
$
68

TLLP
66

 
26

Retail
4

 
5

Corporate
6

 
4

Total Capital Expenditures
$
260

 
$
103

___________________
(f)
Our refining segment uses RINs to satisfy its obligations under the Renewable Fuels Standard, in addition to physically blending required biofuels. Effective April 1, 2013, we changed our intersegment pricing methodology and no longer reduced the amount retail pays for the biofuels by the market value of the RINs due to significantly volatility in the value of RINs. At the end of 2014, given the price of RINs has become more transparent in the price of biofuels, we determined our intersegment pricing methodology should include the market value of RINs as a reduction to the price our retail segment pays to our refining segment. We made this change effective January 1, 2015. We have not adjusted financial information presented for our refining and retail segments for the period ended March 31, 2014. Had we made this change effective January 1, 2014, operating income in our refining segment would have been reduced by $28 million with a corresponding increase to operating income in our retail segment.

8



(g)
The effects of special items on net earnings before income taxes by segment include:
 
Three Months Ended
March 31,
 
2015
 
2014
Refining
 
 
 
Inventory valuation adjustment (a)
$
(42
)
 
$

TLLP
 
 
 
Throughput deficiency receivable (h)
13

 

Gain on sale of Boise Terminal (c)

 
(5
)

(h)
During the three months ended March 31, 2015, TLLP invoiced QEPFS customers for shortfall payments. TLLP did not recognize $13 million ($4 million to Tesoro, after tax) of revenue related to the billing period as it represented opening balance sheet assets for the acquisition of the Rockies Natural Gas Business; however TLLP is entitled to the cash receipt from such billings.

TESORO CORPORATION
OTHER SUMMARY FINANCIAL INFORMATION
(Unaudited) (Dollars in millions)
 
March 31,
2015
 
December 31,
2014
Cash and cash equivalents (TLLP: $16 and $19, respectively)
$
459

 
$
1,000

Inventories (i)
2,532

 
2,439

Current maturities of debt
6

 
6

Long-term debt, net of unamortized issuance costs
   (TLLP: $2,520 and $2,544, respectively)
4,138

 
4,161

Total equity
7,078

 
6,976

Total net debt to capitalization ratio
37
%
 
37
%
Total net debt to capitalization ratio excluding TLLP debt (j)
26
%
 
27
%
Working capital (current assets less current liabilities)
1,576

 
1,608

Total market value of TLLP units held by Tesoro (k)
1,516

 
1,658


 
Three Months Ended
March 31,
 
2015
 
2014
Cash distributions received from TLLP (l):
 
 
 
For common/subordinated units held
$
19

 
$
11

For general partner units held
16

 
5

_______________________
(i)
The total carrying value of our crude oil and refined product inventories was less than replacement cost by approximately $318 million at March 31, 2015.
(j)
Excludes TLLP’s total net debt and capital leases of $2.5 billion at both March 31, 2015 and December 31, 2014, which are non-recourse to Tesoro, except for Tesoro Logistics GP, LLC, and noncontrolling interest of $2.5 billion at both March 31, 2015 and December 31, 2014.
(k)
Represents market value of the 28,181,748 common units held by Tesoro at both March 31, 2015 and December 31, 2014. The market values were $53.80 and $58.85 per unit based on the closing unit price at March 31, 2015 and December 31, 2014, respectively.
(l)
Represents distributions received from TLLP during the three months ended March 31, 2015 and 2014 on common or subordinated units and general partner units held by Tesoro.


9




TESORO CORPORATION
SEGMENT OPERATING DATA AND RESULTS
(Unaudited)
 
Three Months Ended
March 31,
REFINING SEGMENT
2015
 
2014
Total Refining Segment
 
 
 
Throughput (Mbpd)
 
 
 
Heavy crude (m)
96

 
170

Light crude
546

 
598

Other feedstocks
54

 
49

Total Throughput
696

 
817

 
 
 
 
Yield (Mbpd)
 
 
 
Gasoline and gasoline blendstocks
358

 
421

Diesel fuel
144

 
200

Jet fuel
119

 
128

Heavy fuel oils, residual products, internally produced fuel and other
117

 
124

Total Yield
738

 
873

 
 
 
 
Refined Product Sales (Mbpd) (n)
 
 
 
Gasoline and gasoline blendstocks
487

 
512

Diesel fuel
180

 
187

Jet fuel
158

 
152

Heavy fuel oils, residual products and other
74

 
77

Total Refined Product Sales
899

 
928

 
 
 
 
Segment Operating Income ($ millions)
 
 
 
Gross refining margin (o) (f)
$
779

 
$
795

Expenses
 
 
 
Manufacturing costs
397

 
416

Other operating expenses
67

 
92

Selling, general and administrative expenses
3

 
2

Depreciation and amortization expense
119

 
101

(Gain) loss on asset disposal and impairments
3

 
(1
)
Segment Operating Income (f)
$
190

 
$
185

 
 
 
 
Gross Refining Margin ($/throughput barrel) (p) (q)
$
11.77

 
$
10.80

Manufacturing Cost before Depreciation and Amortization Expense ($/throughput barrel) (n)
$
6.33

 
$
5.65

Refined Product Sales Margin ($/barrel) (o) (p)
 
 
 
Average sales price
$
74.13

 
$
114.87

Average costs of sales
65.11

 
105.34

Refined Product Sales Margin
$
9.02

 
$
9.53



10



___________________________
(m)
We define heavy crude oil as crude oil with an American Petroleum Institute gravity of 24 degrees or less.
(n)
Sources of total refined product sales include refined products manufactured at our refineries and refined products purchased from third parties. Total refined product sales margins include margins on sales of manufactured and purchased refined products.
(o)
Consolidated gross refining margin combines gross refining margin for each of our regions adjusted for other amounts not directly attributable to a specific region. Other amounts resulted in a decrease of $1 million and an increase of $2 million for the three months ended March 31, 2015 and 2014, respectively. Gross refining margin includes the effect of intersegment sales to the retail segment at prices which approximate market and fees charged by TLLP for the transportation and terminalling of crude oil and refined products at prices which we believe are no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. Gross refining margin approximates total refining throughput multiplied by the gross refining margin per barrel.
(p)
Management uses various measures to evaluate performance and efficiency and to compare profitability to other companies in the industry, including gross refining margin per barrel, manufacturing costs before depreciation and amortization expense (“Manufacturing Costs”) per barrel and refined product sales margin per barrel. We calculate gross refining margin per barrel by dividing gross refining margin (revenues less costs of feedstocks, purchased refined products, transportation and distribution) by total refining throughput. We calculate Manufacturing Costs per barrel by dividing Manufacturing Costs by total refining throughput. We calculate refined product sales margin per barrel by dividing refined product sales margin by total refined product sales (in barrels). Refined product sales margin represents refined product sales less refined product cost of sales. Investors and analysts use these financial measures to help analyze and compare companies in the industry on the basis of operating performance. These financial measures should not be considered alternatives to segment operating income, revenues, costs of sales and operating expenses or any other measure of financial performance presented in accordance with U.S. GAAP.
(q)
The gross refining margin per throughput barrel excludes the impact of the $42 million benefit recognized during the three months ended March 31, 2015 from a lower of cost or market inventory valuation adjustment recorded in the fourth quarter of 2014 in the computation of the rate at a consolidated or regional level.


11



TESORO CORPORATION
SEGMENT OPERATING DATA AND RESULTS
(Unaudited)
 
Three Months Ended
March 31,
Refining By Region
2015
 
2014
California (Martinez and Los Angeles)
 
 
 
Throughput (Mbpd)
 
 
 
Heavy crude (m)
90

 
165

Light crude
295

 
327

Other feedstocks
37

 
29

Total Throughput
422

 
521

 
 
 
 
Yield (Mbpd)
 
 
 
Gasoline and gasoline blendstocks
223

 
277

Diesel fuel
83

 
134

Jet fuel
73

 
78

Heavy fuel oils, residual products, internally produced fuel and other
75

 
78

Total Yield
454

 
567

 
 
 
 
Gross Refining Margin ($ millions)
$
436

 
$
397

Gross Refining Margin ($/throughput barrel) (p) (q)
$
10.67

 
$
8.45

Manufacturing Cost before Depreciation and Amortization Expense ($/throughput barrel) (n)
$
7.53

 
$
6.48

Capital Expenditures ($ millions)
$
55

 
$
27

 
 
 
 
Pacific Northwest (Alaska & Washington)
 
 
 
Throughput (Mbpd)
 
 
 
Heavy crude (m)
6

 
5

Light crude
139

 
148

Other feedstocks
13

 
15

Total Throughput
158

 
168

 
 
 
 
Yield (Mbpd)
 
 
 
Gasoline and gasoline blendstocks
69

 
74

Diesel fuel
26

 
32

Jet fuel
33

 
32

Heavy fuel oils, residual products, internally produced fuel and other
35

 
36

Total Yield
163

 
174

 
 
 
 
Gross Refining Margin ($ millions)
$
172

 
$
136

Gross Refining Margin ($/throughput barrel) (p) (q)
$
11.52

 
$
9.04

Manufacturing Cost before Depreciation and Amortization Expense ($/throughput barrel) (n)
$
4.43

 
$
4.27

Capital Expenditures ($ millions)
$
26

 
$
5



12



TESORO CORPORATION
SEGMENT OPERATING DATA AND RESULTS
(Unaudited)
 
Three Months Ended
March 31,
 
2015
 
2014
Mid-Continent (North Dakota and Utah)
 
 
 
Throughput (Mbpd)
 
 
 
Light crude
112

 
124

Other feedstocks
4

 
4

Total Throughput
116

 
128

 
 
 
 
Yield (Mbpd)
 
 
 
Gasoline and gasoline blendstocks
66

 
70

Diesel fuel
35

 
34

Jet fuel
13

 
18

Heavy fuel oils, residual products, internally produced fuel and other
7

 
10

Total Yield
121

 
132

 
 
 
 
Gross Refining Margin ($ millions)
$
172

 
$
260

Gross Refining Margin ($/throughput barrel) (p) (q)
$
16.06

 
$
22.56

Manufacturing Cost before Depreciation and Amortization Expense ($/throughput barrel) (n)
$
4.56

 
$
4.07

Capital Expenditures ($ millions)
$
103

 
$
36



13



TESORO CORPORATION
SEGMENT OPERATING DATA AND RESULTS
(Unaudited)
 
Three Months Ended
March 31,
TLLP SEGMENT
2015
 
2014
Gathering
 
 
 
Crude oil gathering pipeline throughput (Mbpd)
156

 
98

Average crude oil gathering pipeline revenue per barrel (r)
$
1.95

 
$
1.34

Crude oil gathering trucking volume (Mbpd)
46

 
45

Average crude oil gathering trucking revenue per barrel (r)
$
3.23

 
$
3.18

Gas gathering throughput (thousands of MMBtu/day)
1,020

 

Average gas gathering revenue per MMBtu (r)
$
0.39

 
$

Processing
 
 
 
NGL processing throughput (Mbpd)
7

 

Average keep-whole fee per barrel of NGL (r)
$
31.84

 
$

Fee-based processing throughput (thousands of MMBtu/day)
689

 

Average fee-based processing revenue per MMBtu (r)
$
0.46

 
$

Terminalling and Transportation
 
 
 
Terminalling throughput (Mbpd)
918

 
901

Average terminalling revenue per barrel (r)
$
1.10

 
$
0.93

Pipeline transportation throughput (Mbpd)
818

 
817

Average pipeline transportation revenue per barrel (r)
$
0.39

 
$
0.36

Segment Operating Income ($ millions)
 
 
 
Revenues
 
 
 
Gathering
$
77

 
$
25

Processing
67

 

Terminalling and transportation
119

 
102

Total Revenues (s)
263

 
127

Expenses
 
 
 
Operating expenses (t)
86

 
45

General and administrative expenses (u)
25

 
10

Depreciation and amortization expense
44

 
16

Gain on asset disposals and impairments

 
(4
)
Segment Operating Income
$
108

 
$
60

___________________________
(r)
Management uses average revenue per barrel and average revenue per MMBtu to evaluate performance and compare profitability to other companies in the industry. We calculate average revenue per barrel as revenue divided by total throughput or keep-whole processing volumes. We calculate average revenue per MMBtu as revenue divided by gas gathering and fee-based processing volume. Investors and analysts use these financial measures to help analyze and compare companies in the industry on the basis of operating performance. These financial measures should not be considered as an alternative to segment operating income, revenues and operating expenses or any other measure of financial performance presented in accordance with U.S. GAAP.
(s)
TLLP segment revenues from services provided to our refining segment were $148 million and $111 million for the three months ended March 31, 2015 and 2014, respectively. These amounts are eliminated upon consolidation.
(t)
TLLP segment operating expenses include amounts billed by Tesoro for services provided to TLLP under various operational contracts. These amounts totaled $17 million and $13 million for the three months ended March 31, 2015 and 2014, respectively. These amounts are net of imbalance gains and reimbursements primarily related to pressure testing and repairs and maintenance costs totaling $8 million and $7 million for the three months ended March 31, 2015 and 2014, respectively. These amounts are eliminated upon consolidation. Additionally, TLLP segment third-party operating expenses related to the transportation of crude oil and refined products are reclassified to cost of sales upon consolidation.
(u)
TLLP segment general and administrative expenses include amounts charged by Tesoro for general and administrative services provided to TLLP under various operational and administrative contracts. These amounts totaled $17 million and $7 million for the three months ended March 31, 2015 and 2014, respectively. These amounts are eliminated upon consolidation.

14



TESORO CORPORATION
SEGMENT OPERATING DATA AND RESULTS
(Unaudited)
 
Three Months Ended
March 31,
RETAIL SEGMENT
2015
 
2014
Average Number of Stations (during the period)
 
 
 
Company/MSO-operated (v)
584

 
574

Branded jobber/dealer
1,677

 
1,696

Total Average Retail Stations
2,261

 
2,270

 
 
 
 
Fuel Sales (millions of gallons)
 
 
 
Company/MSO-operated (v)
269

 
260

Branded jobber/dealer
769

 
735

Total Fuel Sales
1,038

 
995

 
 
 
 
Fuel Margin ($/gallon) (w)
$
0.19

 
$
0.09

 
 
 
 
Segment Operating Income ($ millions)
 
 
 
Gross Margins
 
 
 
Fuel (w) (f)
$
195

 
$
85

Other non-fuel (x)
13

 
28

Total Gross Margins
208

 
113

Expenses
 
 
 
Operating expenses
68

 
81

Selling, general and administrative expenses
1

 
2

Depreciation and amortization expense
12

 
10

Loss on asset disposals and impairments
1

 
1

Segment Operating Income (f)
$
126

 
$
19

___________________________
(v)
During the fourth quarter 2014, we converted our company-operated retail locations to multi-site operators (“MSO”) retaining the transportation fuel sales. All employees and merchandise inventory were transferred to the MSOs.
(w)
Management uses fuel margin per gallon to compare fuel results to other companies in the industry. There are a variety of ways to calculate fuel margin per gallon and different companies may calculate it in different ways. We calculate fuel margin per gallon by dividing fuel gross margin by fuel sales volumes. Investors and analysts may use fuel margin per gallon to help analyze and compare companies in the industry on the basis of operating performance. This financial measure should not be considered an alternative to revenues, segment operating income or any other measure of financial performance presented in accordance with U.S. GAAP. Fuel margin and fuel margin per gallon include the effect of intersegment purchases from the refining segment at prices which approximate market.
(x)
Includes merchandise gross margins for the three months ended March 31, 2014.


15



TESORO CORPORATION
RECONCILIATION OF AMOUNTS REPORTED UNDER U.S. GAAP
(Unaudited) (In millions)
 
Three Months Ended
March 31,
 
2015
 
2014
Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA
 
 
 
Net earnings
$
188

 
$
103

Loss from discontinued operations, net of tax

 
1

Depreciation and amortization expense
179

 
130

Income tax expense
96

 
56

Interest and financing costs, net
55

 
77

EBITDA (y)
$
518

 
$
367

Special items (g)
(29
)
 
(5
)
Adjusted EBITDA (y)
$
489

 
$
362

 
 
 
 
Reconciliation of Cash Flows from (used in) Operating Activities to
   EBITDA and Adjusted EBITDA
 
 
 
Net cash used in operating activities
$
(148
)
 
$
(150
)
Debt redemption charges

 
(31
)
Deferred charges
83

 
60

Changes in current assets and current liabilities
470

 
343

Income tax expense
96

 
56

Stock-based compensation benefit (expense)
(28
)
 
18

Interest and financing costs, net
55

 
77

Other
(10
)
 
(6
)
EBITDA (y)
$
518

 
$
367

Special items (g)
(29
)
 
(5
)
Adjusted EBITDA (y)
$
489

 
$
362

________________
(y)
We define EBITDA as consolidated earnings, including earnings attributable to noncontrolling interest, excluding net earnings (loss) from discontinued operations, before depreciation and amortization expense, net interest and financing costs, income taxes and interest income. We define Adjusted EBITDA as EBITDA plus or minus amounts determined to be “special items” by our management based on their unusual nature and relative significance to earnings in a certain period.


16



 
Three Months Ended
March 31,
 
2015
 
2014
Reconciliation of Refining Operating Income to Refining EBITDA and Adjusted EBITDA
 
 
 
Operating income
$
190

 
$
185

Depreciation and amortization expense
119

 
101

Other expense, net (e)
(1
)
 
(1
)
EBITDA (y)
$
308

 
$
285

Special items (g)
(42
)
 

Adjusted EBITDA (y)
$
266

 
$
285

 
 
 
 
Reconciliation of TLLP Operating Income to TLLP EBITDA and Adjusted EBITDA
 
 
 
Operating income
$
108

 
$
60

Depreciation and amortization expense
44

 
16

Other income, net (e)
3

 

EBITDA (y)
$
155

 
$
76

Special items (g)
13

 
(5
)
Adjusted EBITDA (y)
$
168

 
$
71

 
 
 
 
Reconciliation of Retail Operating Income to Retail EBITDA and Adjusted EBITDA
 
 
 
Operating income
$
126

 
$
19

Depreciation and amortization expense
12

 
10

EBITDA (y)
$
138

 
$
29

Special items (g)

 

Adjusted EBITDA (y)
$
138

 
$
29

 
 
 
 
Reconciliation of Corporate and Other Operating Loss to
   Corporate and Other EBITDA and Adjusted EBITDA
 
 
 
Operating loss
$
(84
)
 
$
(26
)
Depreciation and amortization expense
4

 
3

Other expense, net (e)
(3
)
 

EBITDA (y)
$
(83
)
 
$
(23
)
Special items (g)

 

Adjusted EBITDA (y)
$
(83
)
 
$
(23
)


 
Rockies Natural Gas Business
 
Three Months Ended March 31, 2015
Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA
 
Net earnings
$
38

Depreciation and amortization expense
24

EBITDA (y)
$
62

Throughput deficiency receivable (h)
13

Adjusted EBITDA (y)
$
75



17



TESORO CORPORATION
RECONCILIATION OF AMOUNTS PROJECTED UNDER U.S. GAAP
(Unaudited) (In millions)
 
Three Months
 
Year Ended
 
Ended June 30,
 
December 31,
Reconciliation of Projected Net Earnings to Projected EBITDA
2015
 
2015
Projected net earnings
$
381

 
$
1,086

Depreciation and amortization expense
178

 
716

Income tax expense
186

 
560

Interest and financing costs, net
55

 
238

Projected EBITDA (y)
$
800

 
$
2,600



18



TESORO CORPORATION
NET EARNINGS ADJUSTED FOR SPECIAL ITEMS
(Unaudited) (In millions except per share amounts)
 
Three Months Ended
March 31,
 
2015
 
2014
Net Earnings Attributable to Tesoro Corporation from
   Continuing Operations - U.S. GAAP
$
145

 
$
79

Special Items, After-tax: (z)
 
 
 
Inventory valuation adjustment (a)
(25
)
 

Throughput deficiency receivable (h)
4

 

Debt redemption charges (d)

 
19

Gain on sale of Boise Terminal (c)

 
(1
)
Adjusted Earnings (aa)
$
124

 
$
97

 
 
 
 
Diluted Net Earnings per Share from Continuing Operations
   Attributable to Tesoro Corporation - U.S. GAAP
$
1.15

 
$
0.59

Special Items Per Share, After-tax: (z)
 
 
 
Inventory valuation adjustment (a)
(0.20
)
 

Throughput deficiency receivable (h)
0.03

 

Debt redemption charges (d)

 
0.14

Gain on sale of Boise Terminal (c)

 
(0.01
)
Adjusted Diluted EPS (aa)
$
0.98

 
$
0.72

________________________
(z)
For the purpose of reconciling net earnings, special items have been adjusted pre-tax to reflect our limited and general partner interests in TLLP including amounts attributable to our incentive distribution rights.
(aa)
We present net earnings from continuing operations adjusted for special items (“Adjusted Earnings”) and net earnings per diluted share from continuing operations adjusted for special items (“Adjusted Diluted EPS”) as management believes that the impact of these items on net earnings from continuing operations and diluted earnings per share from continuing operations is important information for an investor’s understanding of the operations of our business and the financial information presented. Adjusted Earnings and Adjusted Diluted EPS should not be considered as an alternative to net earnings, earnings per diluted share or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted Earnings and Adjusted Diluted EPS may not be comparable to similarly titled measures used by other entities.


19


1st Quarter 2015 Earnings Slides May 8, 2015 Exhibit 99.2


 
This Presentation includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, expectations regarding refining margins, revenues, cash flows, capital expenditures, turnaround expenses and other financial items. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins and profitability. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar terms and phrases to identify forward-looking statements in this Presentation, which speak only as of the date the statements were made. 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 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. 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. 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. Forward Looking Statements 2


 
2Q 2015 Outlook 3 California Pacific Northwest Mid- Continent Consolidated Throughput (mbpd) 510 - 535 145 - 155 110 - 120 765 - 810 Manufacturing Cost ($/bbl) $5.65 - $5.90 $4.75 - $5.00 $5.00 - $5.25 $5.40 - $5.65 $ in millions Corporate/System Refining/ Logistics Depreciation $ 120/45 Corporate Expense Before Depreciation $ 60 Interest Expense Before Interest Income $ 55


 
Net Earnings 4 0.59 1.70 3.06 1.34 1.15 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 Diluted EPS from Continuing Operations $ per share $ in millions, except per share amounts 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 Refining $ 185 $374 $578 $151 $190 TLLP 60 48 61 37 108 Retail 19 72 138 195 126 Corporate and Unallocated Costs (26) (84) (75) (101) (84) Interest and Financing Costs, Net (77) (41) (51) (67) (55) Other Income (Expense), Net1 (1) 3 12 54 (1) Income Tax Expense (56) (132) (249) (110) (96) Net Loss from Discontinued Operations, Net of Tax2 (1) 0 (1) (27) 0 Net (Earnings) Loss Attributable to Non-Controlling Interest (25) (16) (17) 13 (43) Net Earnings Attributable to Tesoro Corporation $ 78 $ 224 $ 396 $ 145 $ 145 Diluted EPS from Continuing Operations $ 0.59 $ 1.70 $ 3.06 $ 1.34 $ 1.15 Diluted EPS from Discontinued Operations $ (0.01) $ 0.00 $ (0.01) $ (0.21) $ 0.00 1. Represents net amount of other income (expense) and equity in earnings of equity method investments as reported. 2. On September 25, 2013, we completed the sale of all of our interest in Tesoro Hawaii, LLC, which operates the 94 mbpd Hawaii refinery, retail stations and associated logistics assets to a subsidiary of Par Petroleum Corporation. As a result, we have reflected its results of operations as discontinued operations for all periods presented, and we have excluded our Hawaii operations from the operational data presented in the tables and discussion that follow. 78 224 145 145 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 Net Earnings Attributable to Tesoro Corporation $ in millions 396


 
1Q 2015 Cash Flow 5 $ in millions 4 (343) (116) 1,000 518 (604) 459 Beginning Cash EBITDA Working Capital & Other Interest & Tax, Net Capex & Turnaround Shareholder Distributions & Buybacks Ending Cash


 
Throughput by Refining Region 6 168 150 158 100 120 140 160 180 200 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual MBPD Pacific Northwest 128 115 116 0 30 60 90 120 150 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual MBPD Mid-Continent 521 425 422 100 200 300 400 500 600 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual MBPD California


 
Manufacturing Cost by Refining Region 4.27 4.25 4.43 - 1.00 2.00 3.00 4.00 5.00 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual $/bbl Pacific Northwest 4.07 4.83 4.56 - 1.00 2.00 3.00 4.00 5.00 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual $/bbl Mid-Continent 6.48 6.83 7.53 - 2.00 4.00 6.00 8.00 1Q 2014 1Q 2015 Guidance 1Q 2015 Actual $/bbl California 7


 
8 Non-GAAP Financial Measures Three Months Ended Reconciliation of Net Earnings to EBITDA March 31, 2015 Net earnings $ 188 Depreciation and amortization expense 179 Income tax expense 96 Interest and financing costs, net 55 EBITDA $ 518 Three Months Ended Year Ended Reconciliation of Projected Net Earnings to Projected EBITDA March 31, 2015 December 31, 2015 Projected net earnings $ 381 $ 1,086 Depreciation and amortization expense 178 716 Income tax expense 186 560 Interest and financing costs, net 55 238 Projected EBITDA $ 800 $ 2,600 Rockies Natural Gas Business Three Months Ended March 31, 2015 Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA Net earnings $ 38 Depreciation and amortization expense 24 EBITDA 62 Throughput deficiency receivable 13 Adjusted EBITDA $ 75 Tesoro Logistics LP Year Ended Reconciliation of Projected Net Earnings to Projected EBITDA December 31, 2015 Projected net earnings $ 290 Add: Depreciation and amortization expenses 202 Add: Interest and financing costs, net 166 Projected EBITDA $ 658


 
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