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): November 11, 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 November 11, 2013, Northern Tier Energy LP (the “Partnership”) issued a press release reporting results for the quarter ended September 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 third quarter earnings conference call is available on the Partnership’s website at www.ntenergy.com. The conference call is scheduled on November 12, 2013 at 11:00 a.m. EST. 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 November 11, 2013.
99.2	Supplemental conference call financial information and operating data dated as of November 12, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	Northern Tier Energy LP
	By:	Northern Tier Energy GP LLC, its general partner
Date: November 12, 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 November 11, 2013.
99.2	Supplemental conference call financial information and operating data dated as of November 12, 2013.

EX-99.1

Exhibit 99.1

Northern Tier Energy Reports Third Quarter 2013 Results and

Declares Quarterly Cash Distribution

Company completes all planned and unplanned maintenance; Declares $0.31 quarterly distribution

Third Quarter Highlights:

• Net Income was $27.2 million and Adjusted EBITDA was $51.3 million

• Company declared a third quarter distribution of $0.31 per common unit that will be paid in cash on November 27, 2013

• Cumulative cash distributions since initial public offering stands at $4.97 per common unit

• All planned and unplanned maintenance work was completed as of mid-October, resulting in enhanced future throughput and distillate yield

RIDGEFIELD, Conn., November 11, 2013 /PRNewswire/ — Northern Tier Energy LP and its subsidiaries (NYSE:NTI) (“Northern Tier Energy” or “the Company”) today reported results for the third quarter ending September 30, 2013.

Net income was $27.2 million compared to $61.1 million for the third quarter of 2012. Adjusted EBITDA for the third quarter of 2013 was $51.3 million compared to $249.5 million for the third quarter of 2012. These decreases were primarily driven by a 61% decline in the Group 3 6:3:2:1 crack spread and a 7% decline in refinery throughput and production due to unplanned downtime at the Saint Paul Park Refinery. Tightened crude oil price differentials and weaker local market pricing for both light and heavy products also contributed to the decrease in Adjusted EBITDA. See the table below for a full reconciliation of non-GAAP performance measures.

“We faced a number of headwinds in the last month of this quarter with weaker market fundamentals and some unplanned downtime at our Saint Paul Park Refinery,” said Hank Kuchta, Chief Executive Officer and President of Northern Tier Energy. “However, we have now completed all of our planned and unplanned maintenance work as well as certain discretionary projects we previously announced, which has increased our potential throughput and enhanced our distillate yield. We are very excited to look to 2014 as a year in which the Saint Paul Park Refinery is very well positioned to take advantage of our favorable crude dynamics.”

Quarterly Distribution

The Board of Directors of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP, has approved a third quarter distribution of $0.31 per unit that will be paid in cash on November 27, 2013 to common unit holders of record as of the close of business on November 21, 2013. Cash available for distribution totaled approximately $28 million for the third 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 due to several factors including, but not limited to, (i) its operating performance, (ii) fluctuations in the prices paid for crude oil and other feedstocks as well as the prices received for finished products, (iii) capital expenditures, and (iv) other cash reserves deemed necessary or appropriate by the board of directors of its general partner.

Third Quarter Operating Segment Highlights

Refining Segment

The Refining segment’s operating income was $27.8 million for the third quarter of 2013 compared to $246.7 million for the third quarter of 2012. Refining gross product margins were $11.84 per barrel of throughput for the third quarter of 2013 compared to $36.69 per barrel for the third quarter of 2012. This decrease is primarily attributable to a 61% decrease in the Group 3 6:3:2:1 benchmark crack spread, tightened crude oil price differentials versus the benchmark WTI crude oil prices and lower local market pricing for refined products.

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In addition to lower product margins per barrel, throughput and production volumes decreased compared to the prior year quarter. Total throughput was 81,168 barrels per day for the third quarter of 2013 compared to 87,476 barrels per day for the prior year quarter. Production was 81,985 barrels per day in the third quarter of 2013 compared to 88,413 barrels per day in the third quarter of 2012. These decreases were due to unplanned maintenance activities which resulted in downtime at the St. Paul Park refinery for a portion of the 2013 third quarter. Sales volumes increased to 96,277 barrels per day for the third quarter of 2013 from 94,105 barrels per day for the third quarter of 2012.

Retail Segment

Retail operating income was $4.4 million in the third quarter of 2013 compared to $1.2 million in the third quarter of 2012. Fuel margins were $0.19 per gallon for the third quarter of 2013 compared to $0.12 per gallon for the same period last year. Fuel gallons sold at company-operated retail stores were 81.2 million gallons in the third quarter of 2013 compared to 80.1 million in 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 September 30, 2013, Northern Tier Energy’s cash on hand and availability under the ABL Facility amounted to $264 million as compared to $492 million as of September 30, 2012. This decrease was partially due to a temporary impact in our working capital as a result of the unplanned downtime at the Saint Paul Park Refinery at the end of the third quarter. Northern Tier Energy continues to maintain low leverage with a debt to LTM EBITDA ratio of 0.6x.

Cash provided by operating activities for the third quarter of 2013 was $98.5 million compared to $74.9 million for the third quarter of 2012. Capital expenditures for the third quarter of 2013 were $7.6 million.

Q4 2013 Operating and Capital Expenditure Guidance

For the fourth quarter of 2013, Northern Tier Energy projects it will realize total throughput of between 80,000 and 85,000 barrels per day at the Saint Paul Park Refinery and sales of between 82,500 and 87,500 barrels per day. Direct operating expense per barrel of throughput at the Saint Paul Park Refinery is expected to be between $5.25 and $5.75, not including turnaround expenditures. The operating expenses per barrel are impacted by one-time expenses related to unplanned downtime at the Saint Paul Park Refinery of approximately $2 million as well as by our lower throughput during that same period. Total capital expenditures are expected to be $20 million. See the accompanying table for additional key metric guidance.

Conference Call Information

Northern Tier Energy will host a conference call to discuss its third quarter 2013 results on Tuesday, November 12, 2013 at 11:00 am Eastern Standard Time. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing 800-237-9752 or 617-847-8706 and the passcode 31834776. An audio webcast of the call will be available at www.ntenergy.com within the Investor portion of the site under the Calendar of Events section. 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 98333364.

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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 74 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	1,440.9		$	1,263.5		$	3,687.1		$	3,417.8
Costs, expenses and other:
Cost of sales		1,308.8			929.2			3,153.3			2,594.0
Direct operating expenses		69.5			66.9			195.9			189.1
Turnaround and related expenses		12.2			2.1			49.2			17.1
Depreciation and amortization		9.8			8.3			27.8			24.6
Selling, general and administrative		17.8			22.0			64.2			67.1
Formation and offering costs		0.6			—			1.5			1.0
Contingent consideration loss		—			38.5			—			104.3
Other income, net		(5.1	)		(2.9	)		(11.6	)		(6.2	)
Operating income		27.3			199.4			206.8			426.8
Realized gains (losses) from derivative activities		0.8			(44.7	)		(19.7	)		(165.0	)
Loss on early extinguishment of derivatives		—			—			—			(136.8	)
Unrealized gains (losses) from derivative activities		6.8			(70.3	)		46.7			32.6
Interest expense, net		(6.3	)		(15.6	)		(19.0	)		(36.7	)
Earnings before income taxes		28.6			68.8			214.8			120.9
Income tax provision		(1.4	)		(7.7	)		(4.3	)		(7.8	)
Net earnings	$	27.2		$	61.1		$	210.5		$	113.1
Net earnings per common unit, basic and diluted	$	0.30					$	2.29

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NORTHERN TIER ENERGY LP

SELECTED OPERATING SEGMENT DATA

(in millions, unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
OPERATING INCOME:
Refining	$	27.8		$	246.7		$	217.7		$	560.3
Retail		4.4			1.2			13.0			5.2
Corporate and unallocated costs		(4.9	)		(48.5	)		(23.9	)		(138.7	)
TOTAL OPERATING INCOME		27.3			199.4			206.8			426.8
Net gains (losses) on derivative activities		7.6			(115.0	)		27.0			(269.2	)
Interest expense, net		(6.3	)		(15.6	)		(19.0	)		(36.7	)
Income tax provision		(1.4	)		(7.7	)		(4.3	)		(7.8	)
NET EARNINGS	$	27.2		$	61.1		$	210.5		$	113.1

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NORTHERN TIER ENERGY LP

SELECTED BALANCE SHEET AND CASH FLOW DATA

(in millions, unaudited)

	September 30, 2013			December 31, 2012
Cash and Cash Equivalents	$	126.7		$	272.9
Total Assets	$	1,066.5		$	1,136.8
Total Debt and Financing Obligations	$	282.3		$	282.5
Equity	$	408.1		$	483.8
	Nine Months Ended September 30,
	2013			2012
Net cash provided by operating activities	$	222.6		$	174.8
Net cash used in investing activities		(76.0	)		(12.0	)
Net cash (used in) provided by financing activities		(292.8	)		37.2
Net (decrease) increase in cash and cash equivalents	$	(146.2	)	$	200.0

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NORTHERN TIER ENERGY LP

SUPPLEMENTAL OPERATING DATA

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
REFINING SEGMENT
Key Operating Statistics
Total refinery production (bpd)		81,985			88,413			74,539			82,330
Total refinery throughput (bpd)		81,168			87,476			73,990			81,697
Refined products sold (bpd)		96,277			94,105			83,164			86,960
Per barrel of throughput:
Refining gross margin	$	11.84		$	36.69		$	20.17		$	31.52
Direct operating expenses	$	5.16		$	4.54		$	5.32		$	4.45
Per barrel of refined products sold:
Refining gross margin	$	9.98		$	34.11		$	17.95		$	29.61
Direct operating expenses	$	4.35		$	4.22		$	4.73		$	4.18
Refinery product yields (bpd):
Gasoline		37,893			41,623			35,190			39,578
Distillate		29,046			28,466			25,600			26,464
Asphalt		8,023			12,241			8,279			11,011
Other		7,023			6,083			5,470			5,277
Total		81,985			88,413			74,539			82,330
Refinery throughput (bpd):
Crude oil		80,439			86,366			72,625			80,158
Other feedstocks		729			1,110			1,365			1,539
Total		81,168			87,476			73,990			81,697
Crude oil by type (bpd):
Light crude		50,590			44,445			41,678			45,287
Synthetic crude		12,316			18,443			13,521			14,477
Heavy crude		17,533			23,478			17,426			20,394
Total		80,439			86,366			72,625			80,158
RETAIL SEGMENT
Company operated stores:
Fuel gallons sold (in millions)		81.2			80.1			232.8			231.6
Fuel margin per gallon	$	0.19		$	0.12		$	0.19		$	0.17
Merchandise sales (in millions)	$	94.8		$	92.2		$	256.6		$	258.3
Merchandise margin %		24.6	%		25.5	%		26.2	%		25.4	%
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 September 30, 2013
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	27.8	$	4.4	$	(5.0	)	$	27.2
Adjustments:
Interest expense		—		—		6.3			6.3
Income tax provision		—		—		1.4			1.4
Depreciation and amortization		7.9		1.7		0.2			9.8
EBITDA subtotal		35.7		6.1		2.9			44.7
Minnesota Pipe Line proportionate EBITDA		0.7		—		—			0.7
Turnaround and related expenses		12.2		—		—			12.2
Equity-based compensation expense		—		—		0.7			0.7
Unrealized gains on derivative activities		—		—		(6.8	)		(6.8	)
Formation and offering costs		—		—		0.6			0.6
Realized losses on derivative activities		—		—		(0.8	)		(0.8	)
Adjusted EBITDA (a)	$	48.6	$	6.1	$	(3.4	)	$	51.3
	Three Months Ended September 30, 2012
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	246.7	$	1.2	$	(186.8	)	$	61.1
Adjustments:
Interest expense		—		—		15.6			15.6
Income tax provision		—		—		7.7			7.7
Depreciation and amortization		6.4		1.8		0.1			8.3
EBITDA subtotal		253.1		3.0		(163.4	)		92.7
Minnesota Pipe Line proportionate EBITDA		0.7		—		—			0.7
Turnaround and related expenses		2.1		—		—			2.1
Equity-based compensation expense		—		—		0.5			0.5
Unrealized losses on derivative activities		—		—		70.3			70.3
Contingent consideration loss		—		—		38.5			38.5
Realized losses on derivative activities		—		—		44.7			44.7
Adjusted EBITDA (a)	$	255.9	$	3.0	$	(9.4	)	$	249.5

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	Nine Months Ended September 30, 2013
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	217.7	$	13.0	$	(20.2	)	$	210.5
Adjustments:
Interest expense		—		—		19.0			19.0
Income tax provision		—		—		4.3			4.3
Depreciation and amortization		22.1		5.3		0.4			27.8
EBITDA subtotal		239.8		18.3		3.5			261.6
Minnesota Pipe Line proportionate EBITDA		2.1		—		—			2.1
Turnaround and related expenses		49.2		—		—			49.2
Equity-based compensation expense		—		—		6.4			6.4
Unrealized gains on derivative activities		—		—		(46.7	)		(46.7	)
Formation and offering costs		—		—		1.5			1.5
Realized losses on derivative activities		—		—		19.7			19.7
Adjusted EBITDA (a)	$	291.1	$	18.3	$	(15.6	)	$	293.8
	Nine Months Ended September 30, 2012
	Refining		Retail		Other			Total
(in millions)
Net income (loss)	$	560.3	$	5.2	$	(452.4	)	$	113.1
Adjustments:
Interest expense		—		—		36.7			36.7
Income tax provision		—		—		7.8			7.8
Depreciation and amortization		18.5		5.6		0.5			24.6
EBITDA subtotal		578.8		10.8		(407.4	)		182.2
Minnesota Pipe Line proportionate EBITDA		2.1		—		—			2.1
Turnaround and related expenses		17.1		—		—			17.1
Equity-based compensation expense		—		—		1.4			1.4
Unrealized gains on derivative activities		—		—		(32.6	)		(32.6	)
Contingent consideration loss		—		—		104.3			104.3
Formation and offering costs		—		—		1.0			1.0
Loss on early extinguishment of derivatives		—		—		136.8			136.8
Realized losses on derivative activities		—		—		165.0			165.0
Adjusted EBITDA (a)	$	598.0	$	10.8	$	(31.5	)	$	577.3

(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 September 30, 2013

(in millions, unaudited)

Net income	$	27.2
Adjustments:
Interest expense		6.3
Income tax provision		1.4
Depreciation and amortization		9.8
EBITDA subtotal		44.7
Minnesota Pipe Line proportionate EBITDA		0.7
Turnaround and related expenses		12.2
Equity-based compensation impacts		0.7
Unrealized gains on derivative activities		(6.8	)
Formation and offering costs		0.6
Realized gains on derivative activities		(0.8	)
Adjusted EBITDA (a)		51.3
Cash interest expense		(5.7	)
Current tax provision		(1.4	)
Minnesota Pipe Line proportionate EBITDA		(0.7	)
Realized gains on derivative activities		0.8
Capital expenditures (b)		(5.4	)
Formation and offering costs		(0.6	)
Cash reserve for turnaround and related expenses		(5.0	)
Cash reserve for discretionary capital expenditures		(5.0	)
Cash Available for Distribution (c)	$	28.3
Distributions per unit	$	0.31

(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 September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Refining revenue	$	1,321.7	$	1,151.1	$	3,355.1	$	3,084.8
Refining cost of sales		1,233.3		855.8		2,947.6		2,379.3
Refining gross product margin (d)	$	88.4	$	295.3	$	407.5	$	705.5
	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Retail gross margin:
Fuel margin	$	15.4	$	9.6	$	44.2	$	39.4
Merchandise margin		23.3		23.5		67.2		65.6
Other margin		5.0		5.9		15.0		13.3
Retail gross margin		43.7		39.0		126.4		118.3
Expenses:
Direct operating expenses		31.2		30.4		89.1		89.6
Depreciation and amortization		1.7		1.8		5.3		5.6
Selling, general and administrative		6.4		5.6		19.0		17.9
Retail segment operating income (e)	$	4.4	$	1.2	$	13.0	$	5.2

(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

Q4 2013 OPERATING AND CAPITAL EXPENDITURE GUIDANCE

	Q4 2013
	Low					High
Refinery Statistics:
Total throughput (bpd)		80,000					85,000
Total refined products sold (bpd)		82,500					87,500
Direct opex ex. turnaround ($/throughput bbl)	$	5.25				$	5.75
Retail Statistics:
Forecasted gallons (mm)				79
Retail fuel margin ($/gallon)			$	0.16
Merchandise sales ($ in mm)			$	91
Merchandise gross margin (%)				26.0	%
Direct operating expense ($ in mm)			$	30
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
	Q4 2013
Capital Program ($ in mm):
Maintenance and replacement capital			$	8
Waste Water Treatment (non recurring regulatory capital)			$	8
Discretionary capital			$	4
Total planned capital expenditures			$	20

12

EX-99.2

Third Quarter 2013

Earnings Conference Call and Webcast

November 12, 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 nine months ended September 30,

2013 for additional information on the non–GAAP measures used in this presentation and reconciliations to the most directly comparable GAAP

measures.

Q3 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)

Q3 2013

Cash and Cash Equivalents

$126.7 

Total Debt (including capital leases)

$282.3

Equity

$408.1

Adjusted EBITDA (last twelve months)

$456.2

Debt to LTM Adjusted EBITDA

0.6x

Cash Flow from Operations

$98.5

Cash Available for Distribution

$28.3

Distribution per Unit

$0.31

Balance Sheet & Cash Flows

Q3 2013

Q3 2012

Q3 YTD 2013

Q3 YTD 2012

Net Income

$27.2 

$61.1

$210.5

$113.1

Operating Income

27.3

199.4

206.8

426.8

Adjusted EBITDA

1

51.3

249.5

293.8

577.3

Refinery Expansion Projects

NTI has successfully completed the two previously announced discretionary projects at the Saint Paul Park Refinery,

with the third one to be completed in Q1 2014:

1.Sweet crude tower expansion project:

Completed in Q2 13

Increased throughput on the #2 crude tower (sweet tower) by 8kbpd

Total cost was $40 million

2.Wet gas compressor project:

Completed in Q4 13

Decreases output of black oil by approximately 2kbpd and converts to gasoline, distillate and LPGs

Total cost was $5 million

3.Slurry stripper project:

To be completed in Q1 14

Allows Fuel Oil to be saleable by itself, unblended

Total cost is $4 million

Net Yield Change:

3

1

Prior to the Saint Paul Park discretionary projects, which were initiated in Q2 of 2013.

2014

Delta

to

Historic

1

Yields

(% of Input)

LPGs

0.9 %

Gasoline

0.5 %

Distillates

3.7 %

Black Oil

(4.9) %

Key Refining Performance Metrics

4

Gross Margin

1

($ per throughput barrel)

Group 3 Benchmark Crack Spread

2

Direct Operating Expenses

3

($ per throughput barrel)

Throughput

(millions of barrels)

3-2-1

3-2-1

6-3-2-1

6-3-2-1

Q2 2013

Q2 2012

1

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

2

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. 

3

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

Cash Available for Distribution Reconciliation

For the 3 months ending

9/30/13

Net income

$27.2

Adjustments:

Interest expense

6.3

Income tax provision

1.4

Depreciation and amortization

9.8

EBITDA subtotal

$44.7

Minnesota Pipe Line proportionate EBITDA

0.7

Turnaround and related expenses

12.2

Equity-based compensation impacts

0.7

Unrealized gains on derivative activities

(6.8)

Formation and offering costs

0.6

Realized gains on derivative activities

(0.8)

Adjusted EBITDA

$51.3

Cash interest expense

(5.7)

Current tax position

(1.4)

Minnesota Pipe Line proportionate EBITDA

(0.7)

Realized gains on derivative activities

0.8

Capital expenditures¹

(5.4)

Formation and offering costs

(0.6)

Cash reserve for turnaround and related expenses

(5.0)

Cash reserve for discretionary capital expenditures

(5.0)

Cash Available for Distribution

$28.3

($ in millions)

5

1

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

Hedge Positions

6

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.

Volume Hedged

(000

barrels)

NTI Strike Price

Gasoline

Diesel

Gasoline

Distillate

2013

1

Q4

504

761

16.08

21.40

Q4 ‘13 Operating and Capex Guidance

7

1

Includes gasoline bought on the open market to satisfy SuperAmerica and other contractual obligations during our planned FCC turnaround. 

We do not expect to earn a meaningful margin on these purchases.

`

Q4 2013

Low

High

Refinery Statistics:

Total throughput (bpd)

80,000

85,000

Total refined

products sold (bpd)

1

82,500

87,500

Direct opex ex. Turnaround ($/throughput bbl)

$5.25 -

$5.75

Retail Statistics

:

Forecasted gallons (mm)

79

Retail fuel margin ($/gallon)

$0.16

Merchandise

sales ($ in mm)

$91

Merchandise gross

margin (%)

26.0%

Direct operating

expense ($ in mm)

$30

Other Guidance ($ in mm):

Reserve for turnaround

and related expenses

$5 -

$10

Cash reserve for discretionary capital expenditures

$5 -

$10

SG&A

$22

Depreciation & amortization

$10

Cash interest expense

$6

Current tax expense

$1

Capital Program:

Maintenance

and replacement capital

$8

Waste Water Treatment

(non recurring regulatory capital)

$8

Discretionary

capital

$4

Total Planned

Capital Expenditures

($

in

mm)

$20

APPENDIX

Adjusted EBITDA Reconciliation

9

2011

2012

2013

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

Net Income (Loss)

$292.7

$(193.6)

$245.6 

$61.1 

$84.5

$119.4

$63.9

$27.2

Adjustments:

Interest Expense

11.5

10.4

10.7

15.6

5.5

6.4

6.3

6.3

Income Tax Provision

-

-

0.1

7.7

2.0

(0.1)

3.0

1.4

Depreciation and Amortization

7.2

8.5

7.8

8.3

8.6

8.6

9.4

9.8

EBITDA Subtotal

$311.4

(174.7)

$265.2

$92.7

$100.6

$134.3

$82.6

$44.7

Minnesota Pipe Line Proportionate EBITDA

0.1

0.7

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

12.2

Equity-based Compensation Impacts

0.5

0.4

0.5

0.5

(0.5)

5.3

0.4

0.7

Unrealized (Gains) / Losses on Derivative Activities

(292.6)

88.4

(191.3)

70.3

(35.4)

(11.2)

(28.7)

(6.8)

Contingent Consideration (Income) / Loss

(18.2)

65.7

0.1

38.5

-

-

-

-

Formation and Offering Costs

1.3

-

1.0

-

0.4

0.4

0.5

0.6

Loss on Early Extinguishment of Derivatives/Debt

-

44.6

92.2

-

50.0

-

-

-

Realized (Gains) Losses on Derivative Activities

63.9

52.9

67.4

44.7

37.6

17.4

3.1

(0.8)

Adjusted EBITDA

$66.5

$81.5

$246.3

$249.5

$162.4

$156.6

$85.9

$51.3

($ in millions)

Refining Gross Product Margin Per Barrel of

Throughput Reconciliation

10

Q3 2013

Q3 2012

Refinery Revenue

$1,321.7

$1,151.1

Refinery Costs of Sales

1,233.3

855.8

Refinery Gross Product Margin

$88.4

$295.3

Total Refinery Throughput

7.5

8.0

Refinery Gross Product Margin Per Barrel of Throughput

$11.84

$36.69

($ in millions, unless otherwise indicated)