8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2013

Northern Tier Energy LP

(Exact name of registrant as specified in its charter)

Delaware	001-35612	80-0763623
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

38C Grove Street, Suite 100 Ridgefield, Connecticut	06877
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 244-6550

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. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

On August 12, 2013, Northern Tier Energy LP (the “Partnership”) issued a press release reporting results for the quarter ended June 30, 2013, the text of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K (the “Report”) and Exhibit 99.1 attached hereto is being “furnished” and is not deemed “filed” by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

ITEM 7.01 Regulation FD Disclosure.

Financial information and operating data supplemental to the Partnership’s second quarter earnings conference call is available on the Partnership’s website at www.ntenergy.com. The conference call is scheduled on August 13, 2013 at 11:00 a.m. EDT. The financial information and operating data supplemental to the conference call is furnished herewith as Exhibit 99.2 to this Report and is incorporated herein by reference.

The information in Item 7.01 of this Report and Exhibit 99.2 attached hereto is being “furnished” and is not deemed “filed” by the Partnership for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of the Section, nor is it deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated August 12, 2013.
99.2	Supplemental conference call financial information and operating data dated as of August 13, 2013.

SIGNATURE

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 thereunto duly authorized.

	Northern Tier Energy LP
	By:	Northern Tier Energy GP LLC, its general partner
Date: August 13, 2013	By:	/s/ Peter T. Gelfman
		Peter T. Gelfman
		Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated August 12, 2013.
99.2	Supplemental conference call financial information and operating data dated as of August 13, 2013.

EX-99.1

Exhibit 99.1

Northern Tier Energy Reports Second Quarter 2013 Results and

Declares Quarterly Cash Distribution

Company completes planned turnaround and throughput expansion project resulting in 10% increased capacity and enhanced distillate yield moving forward

• Declares second quarter distribution of $0.68 per common unit that will be paid in cash on August 29, 2013

• Cumulative cash distributions since initial public offering of $4.66 per common unit

RIDGEFIELD, Conn., August 12, 2013 /PRNewswire/ — Northern Tier Energy LP and its subsidiaries (NYSE:NTI) (“Northern Tier Energy”) today reported results for the second quarter ending June 30, 2013.

Net income was $63.9 million compared to $245.6 million for the second quarter of 2012 and Adjusted EBITDA for the second quarter of 2013 was $85.9 million, a decrease of $160.4 million compared to $246.3 million for the second quarter of 2012. These decreases were driven by a 32% decline in refinery throughput due to planned turnaround activities that resulted in a full plant shutdown for part of the quarter. Tightened crude oil price differentials also contributed to the decrease in Adjusted EBITDA. See the table below for a full reconciliation of non-GAAP performance measures.

“This quarter we successfully completed a planned major plant turnaround with zero loss time injuries despite unseasonable weather conditions,” said Hank Kuchta, Chief Executive Officer and President of Northern Tier Energy. “We also took advantage of our planned downtime to complete a capital project that both enhances our product yield and results in a 10% capacity enhancement of our facility. While our quarterly operating results were impacted by lower throughput due to the planned shutdown and tighter crude spreads, we remain well positioned to protect our competitive advantages of access to price advantaged crudes and favorable product gross margins. We anticipate that unitholders will realize these competitive advantages through our variable quarterly distributions.”

“With this quarter’s announced distribution, we will have paid cumulative cash distributions to our unitholders of $4.66 per unit, which amounts to $429 million in the aggregate, since our IPO in July 2012.” concluded Kuchta.

Quarterly Distribution

The Board of Directors of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP, has approved a second quarter distribution of $0.68 per unit that will be paid in cash on August 29, 2013 to common unit holders of record as of the close of business on August 22, 2013. Cash available for distribution totaled approximately $63 million for the second quarter of 2013.

Northern Tier Energy LP is a variable distribution master limited partnership. As a result, its quarterly distributions, if any, will vary from quarter to quarter as a result of variations in, among other factors, (i) its operating performance, (ii) cash flows caused by fluctuations in the prices it pays for crude oil and other feedstocks and the prices it receives for finished products, (iii) capital expenditures, and (iv) other cash reserves deemed necessary or appropriate by the board of directors of its general partner.

Second Quarter Operating Segment Highlights

Refining Segment

The Refining segment’s operating income was $48.1 million for the second quarter of 2013 compared to $235.1 million for the second quarter of 2012. Refining gross product margins were $23.92 per barrel of throughput for the second quarter of 2013 compared to $38.60 per barrel for the second quarter of 2012. This decrease is primarily due to tightened crude oil price differentials versus the benchmark WTI crude oil prices as well as lower benchmark crack spreads in the second quarter of 2013 compared to the second quarter of 2012.

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In addition to lower product margins per barrel, throughput and sales volumes decreased compared to the prior year quarter. Total throughput was 55,486 barrels per day for the second quarter of 2013 compared to 81,906 barrels per day for the prior year quarter. Sales volumes decreased to 68,395 barrels per day for the second quarter of 2013 from 88,773 barrels per day for the second quarter of 2012. These decreases were due to our planned spring turnaround activities which resulted in downtime at the St. Paul Park refinery for a portion of the 2013 second quarter.

Retail Segment

Retail operating income was $8.0 million in the second quarter of 2013 compared to $4.8 million in the second quarter of 2012. Fuel margins were $0.23 per gallon for the second quarter of 2013 compared to $0.22 per gallon for the same period last year. Fuel gallons sold at company-operated retail stores were fairly consistent compared to the prior year period.

Liquidity and Capital Spending

Northern Tier Energy’s primary sources of liquidity are cash generated from operating activities and its asset-backed revolving credit facility (the “ABL Facility”). As of June 30, 2013, Northern Tier Energy’s cash on hand and availability under the ABL Facility amounted to $291 million as compared to $284 million as of June 30, 2012. Northern Tier Energy continues to maintain a strong balance sheet with a net debt to LTM EBITDA ratio of 0.4x.

Cash provided by operating activities for the second quarter of 2013 was $82.6 million compared to $154.7 million for the second quarter of 2012. Capital expenditures for the second quarter of 2013 were $42.4 million of which $27.0 million was used to fund discretionary projects, primarily the refinery’s capacity expansion.

Q3 2013 Operating and Rest of Year Capital Expenditure Guidance

Northern Tier Energy has provided key operating metrics for the third quarter of 2013 and an update on rest of year capital expenditures. Northern Tier Energy projects it will realize total throughput and sales of between 90,000 and 95,000 barrels per day at the Saint Paul Park Refinery. Direct operating expense per barrel of throughput at the Saint Paul Park Refinery is expected to be between $4.50 and $4.75, not including turnaround expenditures. Total capital expenditures are expected to be $20 million and $17 million for the third and fourth quarter of 2013, respectively. See the table below for additional key metric guidance.

Conference Call Information

The Northern Tier Energy conference call to discuss financial results for the second quarter ending June 30, 2013 is scheduled for Tuesday, August 13, 2013 at 11:00 a.m. eastern time. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing 877-280-4957 or 857-244-7314 and the passcode 61031520. An audio webcast of the call along with a slide presentation will be available at www.ntenergy.com within the Investor section of the site. This audio webcast will be available on the website for fourteen days after the conference call. A replay will also be available by teleconference for seven days from the conference call. The replay teleconference will be available by dialing 888-286-8010 or 617-801-6888 and the passcode 61070303.

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About Northern Tier Energy

Northern Tier Energy LP (NYSE:NTI) is an independent downstream energy company with refining, retail and pipeline operations that serves the PADD II region of the United States. Northern Tier Energy operates a 92,500 barrels per stream day refinery located in St. Paul Park, Minnesota. Northern Tier Energy also operates 163 convenience stores and supports 73 franchised convenience stores, primarily in Minnesota and Wisconsin, under the SuperAmerica trademark, and owns a bakery and commissary under the SuperMom’s brand. Northern Tier Energy is headquartered in Ridgefield, Connecticut.

Non-GAAP Measures

This earnings release includes non-GAAP measures including Adjusted EBITDA and Cash Available for Distribution. Northern Tier Energy believes that these non-GAAP financial measures provide useful information about its operating performance. However, these measures have important limitations as analytical tools and should not be viewed in isolation or considered as alternatives to comparable GAAP financial measures. Northern Tier Energy’s non-GAAP financial measures may also differ from similarly named measures used by other companies. See the accompanying tables and footnotes in this release for additional information on the non-GAAP measures used in this release and reconciliations to the most directly comparable GAAP measures.

Forward-Looking Statements

This press release contains certain “forward-looking statements” which reflect Northern Tier Energy’s views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond its control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements speak only as of the date hereof. Northern Tier Energy undertakes no obligation to update or revise publicly any such forward-looking statements. Northern Tier Energy cautions you not to place undue reliance on these forward-looking statements. Please refer to Northern Tier Energy’s filings with the SEC for more detailed information regarding these risks, uncertainties and assumptions.

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of Northern Tier Energy LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, Northern Tier Energy LP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

For Further Information, Contact:

Alpha IR Group

Phone: (203) 244-6544

Email: NTI@alpha-IR.com

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NORTHERN TIER ENERGY LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions except per unit amounts, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenue	$	1,131.2		$	1,155.2		$	2,246.2		$	2,154.3
Costs, expenses and other:
Cost of sales		965.0			825.0			1,844.5			1,664.8
Direct operating expenses		62.1			61.5			126.4			122.2
Turnaround and related expenses		27.3			11.5			37.0			15.0
Depreciation and amortization		9.4			7.8			18.0			16.3
Selling, general and administrative		20.9			24.8			46.4			45.1
Formation and offering costs		0.5			1.0			0.9			1.0
Contingent consideration loss		—			0.1			—			65.8
Other income, net		(1.6	)		(1.2	)		(6.5	)		(3.3	)
Operating income		47.6			224.7			179.5			227.4
Realized losses from derivative activities		(3.1	)		(67.4	)		(20.5	)		(120.3	)
Loss on early extinguishment of derivatives		—			(92.2	)		—			(136.8	)
Unrealized gains from derivative activities		28.7			191.3			39.9			102.9
Interest expense, net		(6.3	)		(10.7	)		(12.7	)		(21.1	)
Earnings before income taxes		66.9			245.7			186.2			52.1
Income tax provision		(3.0	)		(0.1	)		(2.9	)		(0.1	)
Net earnings	$	63.9		$	245.6		$	183.3		$	52.0
Net earnings per common unit, basic and diluted	$	0.70					$	1.99

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NORTHERN TIER ENERGY LP

SELECTED OPERATING SEGMENT DATA

(in millions, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
OPERATING INCOME:
Refining	$	48.1		$	235.1		$	189.9		$	313.6
Retail		8.0			4.8			8.6			4.0
Corporate and unallocated costs		(8.5	)		(15.2	)		(19.0	)		(90.2	)
TOTAL OPERATING INCOME		47.6			224.7			179.5			227.4
Net gains (losses) on derivative activities		25.6			31.7			19.4			(154.2	)
Interest expense, net		(6.3	)		(10.7	)		(12.7	)		(21.1	)
Income tax provision		(3.0	)		(0.1	)		(2.9	)		(0.1	)
NET EARNINGS	$	63.9		$	245.6		$	183.3		$	52.0

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NORTHERN TIER ENERGY LP

SELECTED BALANCE SHEET AND CASH FLOW DATA

(in millions, unaudited)

	June 30, 2013		December 31, 2012
Cash and Cash Equivalents	$	98.5	$	272.9
Total Assets	$	1,085.3	$	1,136.8
Total Debt and Financing Obligations	$	282.3	$	282.5
Equity	$	442.8	$	483.8

	Six Months Ended June 30,
	2013			2012
Net cash provided by operating activities	$	124.1		$	99.9
Net cash used in investing activities		(68.4	)		(12.4	)
Net cash used in financing activities		(230.1	)		(40.0	)
Net increase (decrease) in cash and cash equivalents	$	(174.4	)	$	47.5

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NORTHERN TIER ENERGY LP

SUPPLEMENTAL OPERATING DATA

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
REFINING SEGMENT
Key Operating Statistics
Total refinery production (bpd)		55,594			82,069			70,752			79,253
Total refinery throughput (bpd)		55,486			81,906			70,343			78,659
Refined products sold (bpd)		68,395			88,773			76,499			83,348
Per barrel of throughput:
Refining gross margin	$	23.92		$	38.60		$	25.06		$	28.65
Direct operating expenses	$	6.79		$	4.25		$	5.65		$	4.40
Per barrel of refined products sold:
Refining gross margin	$	19.41		$	35.61		$	23.05		$	27.04
Direct operating expenses	$	5.51		$	3.92		$	5.19		$	4.15
Refinery product yields (bpd):
Gasoline		26,715			38,186			33,816			38,544
Distillate		19,093			26,742			23,848			25,451
Asphalt		6,212			12,455			8,408			10,389
Other		3,574			4,686			4,680			4,869
Total		55,594			82,069			70,752			79,253
Refinery throughput (bpd):
Crude oil		54,524			80,796			68,654			77,020
Other feedstocks		962			1,110			1,689			1,639
Total		55,486			81,906			70,343			78,659
Crude oil by type (bpd):
Light crude		32,466			44,666			37,149			45,713
Synthetic crude		9,449			13,337			14,134			12,473
Heavy crude		12,609			22,793			17,371			18,834
Total		54,524			80,796			68,654			77,020
RETAIL SEGMENT
Company operated stores:
Fuel gallons sold (in millions)		77.0			77.5			151.6			151.6
Fuel margin per gallon	$	0.23		$	0.22		$	0.20		$	0.20
Merchandise sales (in millions)	$	86.0		$	90.7		$	161.8		$	169.6
Merchandise margin %		27.0	%		24.9	%		27.2	%		25.3	%
Number of stores at period end		163			166			163			166

Note: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included within Northern Tier Energy’s quarterly report on Form 10-Q for further information on operating statistic definitions.

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NORTHERN TIER ENERGY LP

ADJUSTED EBITDA RECONCILIATION

(in millions, unaudited)

	Three Months Ended June 30, 2013
	Refining		Retail		Other			Total
(in millions)
Net income	$	48.1	$	8.0	$	7.8		$	63.9
Adjustments:
Interest expense		—		—		6.3			6.3
Income tax provision		—		—		3.0			3.0
Depreciation and amortization		7.5		1.8		0.1			9.4
EBITDA subtotal		55.6		9.8		17.2			82.6
Minnesota Pipe Line proportionate EBITDA		0.7		—		—			0.7
Turnaround and related expenses		27.3		—		—			27.3
Equity-based compensation expense		—		—		0.4			0.4
Unrealized gains on derivative activities		—		—		(28.7	)		(28.7	)
Formation and offering costs		—		—		0.5			0.5
Realized losses on derivative activities		—		—		3.1			3.1
Adjusted EBITDA (a)	$	83.6	$	9.8	$	(7.5	)	$	85.9
	Three Months Ended June 30, 2012
	Refining		Retail		Other			Total
(in millions)
Net income	$	235.1	$	4.8	$	5.7		$	245.6
Adjustments:
Interest expense		—		—		10.7			10.7
Income tax provision		—		—		0.1			0.1
Depreciation and amortization		6.1		1.6		0.1			7.8
EBITDA subtotal		241.2		6.4		16.6			264.2
Minnesota Pipe Line proportionate EBITDA		0.7		—		—			0.7
Turnaround and related expenses		11.5		—		—			11.5
Equity-based compensation expense		—		—		0.5			0.5
Unrealized gains on derivative activities		—		—		(191.3	)		(191.3	)
Contingent consideration loss		—		—		0.1			0.1
Loss on early extinguishment of derivatives		—		—		92.2			92.2
Formation and offering costs		—		—		1.0			1.0
Realized losses on derivative activities		—		—		67.4			67.4
Adjusted EBITDA (a)	$	253.4	$	6.4	$	(13.5	)	$	246.3

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	Six Months Ended June 30, 2013
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	189.9	$	8.6	$	(15.2	)	$	183.3
Adjustments:
Interest expense		—		—		12.7			12.7
Income tax provision		—		—		2.9			2.9
Depreciation and amortization		14.2		3.6		0.2			18.0
EBITDA subtotal		204.1		12.2		0.6			216.9
Minnesota Pipe Line proportionate EBITDA		1.4		—		—			1.4
Turnaround and related expenses		37.0		—		—			37.0
Equity-based compensation expense		—		—		5.7			5.7
Unrealized gains on derivative activities		—		—		(39.9	)		(39.9	)
Formation and offering costs		—		—		0.9			0.9
Realized losses on derivative activities		—		—		20.5			20.5
Adjusted EBITDA (a)	$	242.5	$	12.2	$	(12.2	)	$	242.5
	Six Months Ended June 30, 2012
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	313.6	$	4.0	$	(265.6	)	$	52.0
Adjustments:
Interest expense		—		—		21.1			21.1
Income tax provision		—		—		0.1			0.1
Depreciation and amortization		12.1		3.8		0.4			16.3
EBITDA subtotal		325.7		7.8		(244.0	)		89.5
Minnesota Pipe Line proportionate EBITDA		1.4		—		—			1.4
Turnaround and related expenses		15.0		—		—			15.0
Equity-based compensation expense		—		—		0.9			0.9
Unrealized gains on derivative activities		—		—		(102.9	)		(102.9	)
Contingent consideration loss		—		—		65.8			65.8
Formation and offering costs		—		—		1.0			1.0
Loss on early extinguishment of derivatives		—		—		136.8			136.8
Realized losses on derivative activities		—		—		120.3			120.3
Adjusted EBITDA (a)	$	342.1	$	7.8	$	(22.1	)	$	327.8

(a) Adjusted EBITDA is not a presentation made in accordance with GAAP and Northern Tier Energy’s computation of Adjusted EBITDA may vary from others in its industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the Secured Notes, ABL Facility, and contingent consideration arrangements. Adjusted EBITDA should not be considered as an alternative to operating income or net income as measures of operating performance. In addition, Adjusted EBITDA is not presented as, and should not be considered, an alternative to cash flow from operations as a measure of liquidity. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes and depreciation and amortization, adjusted for EBITDA from the Minnesota Pipe Line operations, turnaround and related expenses, equity-based compensation expense, gains or losses from derivative activities, fair value adjustments for contingent consideration arrangements and costs related to Northern Tier Energy’s formation and equity offerings. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP.

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NORTHERN TIER ENERGY LP

CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION

For the Three Months Ended June 30, 2013

(in millions, unaudited)

Net income	$	63.9
Adjustments:
Interest expense		6.3
Income tax provision		3.0
Depreciation and amortization		9.4
EBITDA subtotal		82.6
Minnesota Pipe Line proportionate EBITDA		0.7
Turnaround and related expenses		27.3
Equity-based compensation impacts		0.4
Unrealized gains on derivative activities		(28.7	)
Formation and offering costs		0.5
Realized losses on derivative activities		3.1
Adjusted EBITDA (a)		85.9
Cash interest expense		(5.1	)
Current tax provision		(0.4	)
Minnesota Pipe Line proportionate EBITDA		(0.7	)
Realized losses on derivative activities		(3.1	)
Capital expenditures (b)		(13.5	)
Formation and offering costs		(0.5	)
Reserve for turnaround and related expenses		—
Cash Available for Distribution (c)	$	62.6

(b) Capital expenditures include maintenance, replacement, and regulatory capital projects. Expansion capital projects are not included.

(c) Cash available for distribution is a non-GAAP performance measure that Northern Tier Energy believes is important to investors in evaluating its overall cash generation performance. Cash available for distribution should not be considered as an alternative to operating income or net income (loss) as measures of operating performance. In addition, cash available for distribution is not presented as, and should not be considered, an alternative to cash flow from operations as a measure of liquidity. Northern Tier Energy has reconciled cash available for distribution to adjusted EBITDA and in addition reconciled Adjusted EBITDA to net income. Cash available for distribution has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP. Northern Tier Energy’s calculation of cash available for distribution may differ from similar calculations of other companies in its industry, thereby limiting its usefulness as a comparative measure. Cash available for distribution for each quarter will be determined by the board of directors of Northern Tier Energy’s general partner following the end of such quarter.

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NORTHERN TIER ENERGY LP

OTHER NON-GAAP PERFORMANCE MEASURES

(in millions, unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Refining revenue	$	1,014.8	$	1,039.2	$	2,033.4	$	1,933.7
Refining cost of sales		894.0		751.5		1,714.3		1,523.5
Refining gross product margin (d)	$	120.8	$	287.7	$	319.1	$	410.2
	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Retail gross margin:
Fuel margin	$	17.7	$	17.1	$	30.3	$	30.3
Merchandise margin		23.2		22.6		44.0		42.9
Other margin		4.8		2.8		8.4		6.1
Retail gross margin		45.7		42.5		82.7		79.3
Expenses:
Direct operating expenses		29.6		29.8		57.9		59.2
Depreciation and amortization		1.8		1.6		3.6		3.8
Selling, general and administrative		6.3		6.3		12.6		12.3
Retail segment operating income (e)	$	8.0	$	4.8	$	8.6	$	4.0

(d) Refining gross product margin per barrel is a financial measurement calculated by subtracting refining costs of sales from total refining revenues and dividing the difference by the total throughput or total refined products sold for the respective periods presented. Refining gross product margin is a non-GAAP performance measure that Northern Tier Energy believes is important to investors in evaluating its refining segment performance as a general indication of the amount above its cost of products that it is able to sell refined products. Each of the components used in these calculations (revenues and cost of sales) can be reconciled directly to Northern Tier Energy’s statements of operations. Northern Tier Energy’s calculation of refining gross product margin may differ from similar calculations of other companies in its industry, thereby limiting its usefulness as a comparative measure.

(e) Retail fuel gross margin and retail merchandise gross margin are non-GAAP performance measures that Northern Tier Energy believes are important to investors in evaluating its retail performance. Northern Tier Energy’s calculation of retail fuel margin and retail merchandise margin may differ from similar calculations of other companies in its industry, thereby limiting their usefulness as comparative measures.

11

NORTHERN TIER ENERGY LP

Q3 2013 OPERATING AND REST OF YEAR CAPITAL EXPENDITURE GUIDANCE

	Q3 2013
	Low					High
Refinery Statistics:
Total throughput (bpd)		90,000					95,000
Total refined products sold (bpd)		90,000					95,000
Direct opex ex. turnaround ($/throughput bbl)	$	4.50				$	4.75
Retail Statistics:
Forecasted gallons (mm)				77
Retail fuel margin ($/gallon)			$	0.16
Merchandise sales ($ in mm)			$	93
Merchandise gross margin (%)				27.0	%
Direct operating expense ($ in mm)			$	31
Other Guidance ($ in mm):
Turnaround cash reserve	$	5				$	10
Expansion capital cash reserve	$	5				$	10
SG&A			$	22
Depreciation & amortization			$	10
Cash interest expense			$	6
Current tax expense			$	1
	Q313					Q413
Capital Program ($ in mm):
Maintenance and replacement capital	$	8				$	8
Waste Water Treatment (non recurring regulatory capital)		9					8
Discretionary capital		3					1
Total planned capital expenditures	$	20				$	17

12

EX-99.2

Second Quarter 2013

Earnings Conference Call and Webcast

August 13, 2013

Exhibit 99.2

Forward Looking Statements

1

This presentation includes “forward-looking statements.”  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,”

“would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “project,” “potential,” “may,” “will,” “are likely” or other similar

expressions are intended to identify forward-looking statements.  These forward-looking statements are based on management’s current

expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-

looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we

anticipate, and any and all of our forward-looking statements in this presentation may turn out to be inaccurate.  Our forward-looking

statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to

differ materially from our historical experience and our present expectations or projections.  Important factors that could cause actual results to

differ materially from those in the forward-looking statements include, but are not limited to, the overall demand for hydrocarbon products,

fuels and other refined products; our ability to produce products and fuels that meet our customers’ unique and precise specifications; the

impact of fluctuations and rapid increases or decreases in crude oil, refined products, fuel, utility services and crack-spread prices, including the

impact of these factors on our liquidity; fluctuations in refinery capacity; accidents or other unscheduled shutdowns affecting our refineries,

machinery, or equipment, or those of our suppliers or customers; changes in the cost or availability of transportation for feedstocks and refined

products; the results of our hedging and other risk management activities; our ability to comply with covenants contained in our debt

instruments; labor relations; relationships with our partners and franchisees; successful integration and future performance of acquired assets,

businesses or third-party product supply and processing relationships; our access to capital to fund expansions, acquisitions and our working

capital needs and our ability to obtain debt or equity financing on satisfactory terms; environmental liabilities or events that are not covered by

an indemnity, insurance or existing reserves; dependence on one principal supplier for our retail merchandise; maintenance of our credit ratings

and ability to receive open credit lines from our suppliers; the effects of competition; continued creditworthiness of, and performance by,

counterparties; the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall

Street Reform and Consumer Protection Act; shortages or cost increases of power supplies, natural gas, materials or labor; weather interference

with business operations; seasonal trends in the industries in which we operate; fluctuations in the debt markets; potential product liability

claims and other litigation; accidents or other unscheduled shutdowns or disruptions; and changes in economic conditions, generally, and in the

markets we serve, consumer behavior, and travel and tourism trends.  These factors are not necessarily all of the important factors that could

cause actual results to differ materially from those expressed in any of our forward-looking statements.  Other unknown or unpredictable factors

could have material adverse effects on our future results.  For additional information regarding known material factors that could cause our

actual results to differ from our projected results, please refer to our Annual Report on Form 10-K for the year ended December 31, 2012 and

other subsequent filings with the SEC. 

The presentation also includes non-GAAP measures.  We believe that these non-GAAP financial measures provide useful information about our

operating performance and should not be viewed in isolation or considered as alternatives to comparable GAAP measures.  Our non-GAAP

financial measures may also differ from similarly names measures used by other companies.  See the disclosures in the “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our quarterly report on Form 10-Q for the three and six

months ended June 30, 2013 for additional information on the non–GAAP measures used in this presentation and reconciliations to the most

directly comparable GAAP measures.

Q2 2013 Financial Results; Select Balance

Sheet & Cash Flow Data

2

Consolidated Financial Results

1

See Appendix for reconciliation of Net Income to Adjusted EBITDA.

($ in millions)

Q2 2013

Q2 2012

Q2 YTD 2013

Q2 YTD 2012

Net Income

$63.9 

$245.6

$183.3

$52.0

Adjusted EBITDA

85.9

246.3

242.5

327.8

Q2 2013

Cash and Cash Equivalents

$98.5 

Total Debt (including capital leases)

$282.3

Equity

$442.8

Adjusted EBITDA

$85.9

Debt to LTM Adjusted EBITDA

0.4x

Cash Flow from Operations

$82.6

Cash Available for Distribution

$62.6

Distribution per Unit

$0.68

Balance Sheet & Cash Flows

1

1

Direct operating expenses per barrel is calculated by dividing direct operating expenses by the total barrels of throughput for the respective periods presented.

Typically, 80% of our products are comparable to a 3-2-1 crack spread, while 95% of our products are comparable to a 6-3-2-1 crack spread.

See Appendix for  each of the components used in this calculation (revenue and cost of sales).

Key Refining Performance Metrics

3

2

3

4

Cash Available for Distribution Reconciliation

For the 3 months ending

6/30/13

Net income

$63.9

Adjustments:

Interest expense

6.3

Income tax provision

3.0

Depreciation and amortization

9.4

EBITDA subtotal

$82.6

Minnesota Pipe Line proportionate EBITDA

0.7

Turnaround and related expenses

27.3

Equity-based compensation impacts

0.4

Unrealized gains on derivative activities

(28.7)

Formation and offering costs

0.5

Realized losses on derivative activities

3.1

Adjusted EBITDA

$85.9

Cash interest expense

(5.1)

Current tax position

(0.4)

Minnesota Pipe Line proportionate EBITDA

(0.7)

Realized losses on derivative activities

(3.1)

Capital expenditures¹

(13.5)

Formation and offering costs

(0.5)

Reserve for turnaround and related expenses

(0.0)

Cash Available for Distribution

$62.6

($ in millions)

4

1

Includes non-discretionary capital expenditures and Waste Water Treatment Plant spend for the quarter ending June 30, 2013.

Hedge Positions

5

Volume Hedged

(000 barrels)

NTI Strike Price

Gasoline

Diesel

Gasoline

Distillate

2013

Q3

504

761

16.08

21.40

Q4

504

761

16.08

21.40

1

30,000 barrels of gasoline per quarter and 15,000 barrels  of diesel per quarter are hedged at cracks against WCS, while the remaining barrels are hedged at cracks against WTI.

1

Q3 ‘13 Operating and ROY Capex Guidance

6

Q3 2013

Low

High

Refinery Statistics:

Total throughput (bpd)

90,000

95,000

Total refined products sold (bpd)

90,000

95,000

Direct opex ex. Turnaround ($/throughput bbl)

$4.50 -

$4.75

Retail Statistics:

Forecasted gallons (mm)

77

Retail fuel margin ($/gallon)

$0.16

Merchandise sales ($ in mm)

$93

Merchandise gross margin (%)

27.0%

Direct operating expense ($ in mm)

$31

Other Guidance ($ in mm):

Turnaround cash reserve

$5 -

$10

Discretionary capital cash reserve

$5 -

$10

SG&A

$22

Depreciation & amortization

$10

Cash interest expense

$6

Current tax expense

$1

Capital Program:

Q313

Q413

Maintenance and replacement capital

$8

$8

Waste Water Treatment (non recurring regulatory capital)

$9

$8

Discretionary capital

$3

$1

Total

Planned

Capital

Expenditures

($

in

mm)

$20

$17

APPENDIX

Adjusted EBITDA Reconciliation

8

2011

2012

2013

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

Net Income (Loss)

$2.2

$292.7

$(193.6)

$246.6 

$61.1 

$84.5

$119.4

$63.9

Adjustments:

Interest Expense

10.4

11.5

10.4

10.7

15.6

5.5

6.4

6.3

Income Tax Provision

-

-

-

0.1

7.7

2.0

(0.1)

3.0

Depreciation and Amortization

7.4

7.2

8.5

7.8

8.3

8.6

8.6

9.4

EBITDA Subtotal

$20.0

$311.4

(174.7)

$265.2

$92.7

$100.6

$134.3

$82.6

Minnesota Pipe Line Proportionate EBITDA

0.9

0.1

0.7

0.7

0.7

0.7

0.7

0.7

Turnaround and Related Expenses

-

0.1

3.5

11.5

2.1

9.0

9.7

27.3

Equity-based Compensation Impacts

0.4

0.5

0.4

0.5

0.5

(0.5)

5.3

0.4

Unrealized (Gains) / Losses on Derivative Activities

40.6

(292.6)

88.4

(191.3)

70.3

(35.4)

(11.2)

(28.7)

Contingent Consideration (Income) / Loss

3.4

(18.2)

65.7

0.1

38.5

-

-

-

Formation and Offering Costs

1.7

1.3

-

-

-

0.4

0.4

0.5

Loss on Early Extinguishment of Derivatives/Debt

-

-

44.6

92.2

-

50.0

-

-

Realized losses on derivative activities

112.5

63.9

52.9

67.4

44.7

37.6

17.4

3.1

Adjusted EBITDA

$179.5

$66.5

$81.5

$246.3

$249.5

$162.4

$156.6

$85.9

($ in millions)

Refining Gross Product Margin Per Barrel of

Throughput Reconciliation

9

Q2 2013

Q2 2012

Refinery Revenue

$1,014.8

$1,039.2

Refinery Costs of Sales

894.0

751.5

Refinery Gross Product Margin

$120.8

$287.7

Total Refinery Throughput (bpd)

55,486

82,069

$23.92

$38.60

($ in millions, unless otherwise indicated)

Refinery Gross Product Margin Per Barrel of Throughput