UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~FORM~~Washington, ~~10-Q (Mark One)~~D.C. 20549

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended March 31, 2013
	Or
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Transition Period From ______________ to ______________

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended June 30, 2013

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Transition Period From ______________ to ______________

Commission file number 1-701

GREAT NORTHERN IRON ORE PROPERTIES ~~(Exact name of registrant as specified in its charter)~~

Minnesota		41-0788355
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota		55101-1361
(Address of principal executive office)		(Zip Code)
(651) 224-2385
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Minnesota	41-0788355
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota	55101-1361
(Address of principal executive office)	(Zip Code)

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~§ 232.405 of this chapter~~651) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o~~224-2385

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).

Large accelerated filer o☐ Accelerated filer x☒ Non-accelerated filer o☐ Smaller reporting company o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ~~Yes o No x~~

~~Number of shares of beneficial interest outstanding on March 31, 2013: 1,500,000~~Yes ☐ No ☒

Number of shares of beneficial interest outstanding on June 30, 2013:

1,500,000

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES ~~CONDENSED BALANCE SHEETS~~

	March 31, 2013		December 31, 2012
	(Unaudited)		(Note)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	997,424	$	643,431
United States Treasury securities		4,829,247		8,427,807
Royalties receivable		4,434,172		4,070,111
Prepaid expenses		75,761		2,110
TOTAL CURRENT ASSETS		10,336,604		13,143,459
NONCURRENT ASSETS
United States Treasury securities		3,322,818		4,295,457
PROPERTIES
Mineral and surface lands		39,479,708		39,479,708
Less: Allowances for accumulated depletion and amortization		-38,071,477		-37,897,777
		1,408,231		1,581,931
Building and equipment		334,538		334,538
Less: Allowances for accumulated depreciation		-247,670		-236,671
		86,868		97,867
TOTAL PROPERTIES		1,495,099		1,679,798
TOTAL ASSETS	$	15,154,521	$	19,118,714
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	130,056	$	104,256
Distributions		3,375,000		7,875,000
TOTAL CURRENT LIABILITIES		3,505,056		7,979,256
NONCURRENT LIABILITIES
Deferred compensation		229,100		229,100
Liability for pension benefits		1,535,604		1,511,694
TOTAL NONCURRENT LIABILITIES		1,764,704		1,740,794
TOTAL LIABILITIES		5,269,760		9,720,050
BENEFICIARIES’ EQUITY, including certificate holders’ equity, represented by 1,500,000 certificates (shares or units) of beneficial interest authorized and outstanding, and the reversionary interest		12,136,619		11,820,773
Accumulated other comprehensive loss		-2,251,858		-2,422,109
TOTAL BENEFICIARIES’ EQUITY		9,884,761		9,398,664
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	15,154,521	$	19,118,714

CONDENSED BALANCE SHEETS

Note: The balance sheet at December 31, 2012, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.



	June 30,		December 31,
	2013		2012
ASSETS	(Unaudited)		(Note)
CURRENT ASSETS
Cash and cash equivalents	$	519,571	$	643,431
United States Treasury securities		6,007,129		8,427,807
Royalties receivable		4,736,398		4,070,111
Prepaid expenses		53,462		2,110
TOTAL CURRENT ASSETS		11,316,560		13,143,459

NONCURRENT ASSETS
United States Treasury securities		3,337,604		4,295,457

PROPERTIES
Mineral and surface lands		39,479,708		39,479,708
Accumulated depletion and amortization		(38,245,177)		(37,897,777)
		1,234,531		1,581,931

Building and equipment		335,568		334,538
Accumulated depreciation		(253,012)		(236,671)
		82,556		97,867
TOTAL PROPERTIES		1,317,087		1,679,798
TOTAL ASSETS	$	15,971,251	$	19,118,714

LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	109,913	$	104,256
Distributions		3,750,000		7,875,000
TOTAL CURRENT LIABILITIES		3,859,913		7,979,256

NONCURRENT LIABILITIES
Deferred compensation		229,100		229,100
Liability for pension benefits		1,559,514		1,511,694
TOTAL NONCURRENT LIABILITIES		1,788,614		1,740,794
TOTAL LIABILITIES		5,648,527		9,720,050

BENEFICIARIES’ EQUITY
Certificate holders’ equity, represented by 1,500,000 certificates (shares or units) of beneficial interest authorized and outstanding, and the reversionary interest		12,404,330		11,820,773
Accumulated other comprehensive loss		(2,081,606)		(2,422,109)
TOTAL BENEFICIARIES’ EQUITY		10,322,724		9,398,664
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	15,971,251	$	19,118,714

Note:

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to condensed financial statements.

-1-

GREAT NORTHERN IRON ORE PROPERTIES ~~CONDENSED STATEMENTS OF INCOME (Unaudited)~~

	Three Months Ended March 31
	2013			2012
REVENUES
Royalties	$	4,707,867		$	7,000,188
Interest and other income		26,313			30,357
		4,734,180			7,030,545
Costs and expenses		-1,043,334			-1,061,464
NET INCOME	$	3,690,846		$	5,969,081
Weighted-average shares outstanding		1,500,000			1,500,000
BASIC AND DILUTED EARNINGS PER SHARE	$	2.46		$	3.98
Distributions declared per share	$	2.25	(1)	$	2.25	(2)

CONDENSED STATEMENTS OF INCOME

(1)	$2.25	declared payable	3/8/2013 4/30/2013
(2)	$2.25	declared paid	3/9/2012 4/30/2012

(Unaudited)



	Three Months Ended						Six Months Ended
	June 30						June 30
	2013			2012			2013			2012
REVENUES
Royalties	$	5,009,358		$	7,305,492		$	9,717,225		$	14,305,680
Interest and other income		19,553			23,354			45,866			53,711
		5,028,911			7,328,846			9,763,091			14,359,391
Costs and expenses		(1,011,200)			(1,050,233)			(2,054,534)			(2,111,697)
NET INCOME	$	4,017,711		$	6,278,613		$	7,708,557		$	12,247,694

Weighted-average shares outstanding		1,500,000			1,500,000			1,500,000			1,500,000

BASIC & DILUTED EARNINGS PER SHARE	$	2.68		$	4.19		$	5.14		$	8.17

Distributions declared per share	$	2.50	(1)	$	3.00	(2)	$	4.75	(3)	$	5.25	(4)



(1)	$	2.50	declared	6/17/2013
			payable	7/31/2013

(2)	$	3.00	declared	6/6/2012
			paid	7/31/2012

(3)	$	2.25	declared	3/8/2013
			paid	4/30/2013
plus	$	2.50	declared	6/17/2013
			payable	7/31/2013

(4)	$	2.25	declared	3/9/2012
			paid	4/30/2012
plus	$	3.00	declared	6/6/2012
			paid	7/31/2012

See notes to condensed financial statements.

GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended March 31
	2013		2012
NET INCOME	$	3,690,846	$	5,969,081
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		4,367		4,367
Amortization of net loss included in net periodic pension cost		165,884		123,098
Total other comprehensive income		170,251		127,465
TOTAL COMPREHENSIVE INCOME	$	3,861,097	$	6,096,546

See notes to condensed financial statements.

-2-

GREAT NORTHERN IRON ORE PROPERTIES ~~CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)~~

	Three Months Ended
	March 31
	2013		2012
Cash flows from operating activities:
Cash received from royalties and rents	$	4,363,142	$	8,203,545
Cash paid to suppliers and employees		-712,325		-720,172
Interest received		28,176		5,014
NET CASH PROVIDED BY OPERATING ACTIVITIES		3,678,993		7,488,387
Cash flows from investing activities:
United States Treasury securities purchased		-675,000		-1,625,000
United States Treasury securities matured		5,225,000		2,600,000
NET CASH PROVIDED BY INVESTING ACTIVITIES		4,550,000		975,000
Cash flows from financing activities:
Distributions paid		-7,875,000		-8,625,000
NET CASH USED IN FINANCING ACTIVITIES		-7,875,000		-8,625,000
Net increase (decrease) in cash and cash equivalents		353,993		-161,613
Cash and cash equivalents at beginning of year		643,431		750,947
CASH AND CASH EQUIVALENTS AT MARCH 31	$	997,424	$	589,334

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended				Six Months Ended
	June 30				June 30
	2013		2012		2013		2012
NET INCOME	$	4,017,711	$	6,278,613	$	7,708,557	$	12,247,694
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		4,368		4,368		8,735		8,735
Amortization of net loss included in net periodic pension cost		165,884		123,097		331,768		246,195
Total other comprehensive income		170,252		127,465		340,503		254,930
TOTAL COMPREHENSIVE INCOME	$	4,187,963	$	6,406,078	$	8,049,060	$	12,502,624

See notes to condensed financial statements.

-3-

GREAT NORTHERN IRON ORE PROPERTIES ~~NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)~~

~~Periods~~CONDENSED ofSTATEMENTS ~~Three~~OF ~~Months~~CASH ~~ended March 31, 2013 and March 31, 2012~~FLOWS

~~Note 1 - BASIS OF PRESENTATION~~ (Unaudited)



	Six Months Ended
	June 30
	2013		2012
Cash flows from operating activities:
Cash received from royalties and rents	$	9,084,387	$	15,217,173
Cash paid to suppliers and employees		(1,341,554)		(1,401,235)
Interest received		40,948		11,285
NET CASH PROVIDED BY OPERATING ACTIVITIES		7,783,781		13,827,223

Cash flows from investing activities:
United States Treasury securities purchased		(2,675,000)		(5,000,000)
United States Treasury securities matured		6,025,000		3,050,000
Expenditures for building and equipment		(7,641)		-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		3,342,359		(1,950,000)

Cash flows from financing activities:
Distributions paid		(11,250,000)		(12,000,000)
NET CASH USED IN FINANCING ACTIVITIES		(11,250,000)		(12,000,000)

Net decrease in cash and cash equivalents		(123,860)		(122,777)

Cash and cash equivalents at beginning of year		643,431		750,947

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	519,571	$	628,170

See notes to condensed financial statements.

-4-

GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Periods of Three and Six Months ended June 30, 2013 and June 30, 2012

Note 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods stated above are not necessarily indicative of the results that may be expected for each respective full year. For further information, refer to the financial statements and footnotes included in the Great Northern Iron Ore Properties (“Trust”) Annual Report on Form 10-K for the year ended December 31, 2012.

Note 2 – SECURITIES

United States Treasury securities are classified as “held-to-maturity ” securities and are carried at cost, adjusted for accrued interest and amortization of premium or discount. The aggregate fair values listed in the table below are based on quoted prices in active markets for identical assets (Level 1). Securities recognized as current assets will mature within one year of the respective period ending date stated below. Securities recognized as noncurrent assets will mature one to three years from the respective period ending date stated below. Following is aan ~~summary~~analysis of the securities as of the periods stated:

	Current	~~Current~~					Noncurrent	~~Noncurrent~~
		March 31, 2013			Dec. 31, 2012			March 31, 2013			Dec. 31, 2012
	June 30, 2013			Dec. 31, 2012			June 30, 2013			Dec. 31, 2012
Aggregate fair value	$	$5,994,060	~~4,821,329~~	$	$8,416,447	~~8,416,447~~	$	$3,331,139	~~3,315,697~~	$	$4,282,664	~~4,282,664~~
Gross unrealized holding gains		(1,977)	~~-2,595~~		(3,707)	~~-3,707~~		(45)	~~-832~~		(698)	~~-698~~
Gross unrealized holding losses		-	—		-	—		2,309	~~297~~		1,405	~~1,405~~
Amortized cost basis		5,992,083	~~4,818,734~~		8,412,740	~~8,412,740~~		3,333,403	~~3,315,162~~		4,283,371	~~4,283,371~~
Accrued interest		15,046	~~10,513~~		15,067	~~15,067~~		4,201	~~7,656~~		12,086	~~12,086~~
Amounts shown on balance sheets	$	$6,007,129	~~4,829,247~~	$	$8,427,807	~~8,427,807~~	$	$3,337,604	~~3,322,818~~	$	$4,295,457	~~4,295,457~~

-4-

Note 3 – PENSION PLAN

A summary of the components of net periodic pension cost ~~for the three months ended March 31~~ is as follows:

		2013			2012
	Three Months Ended June 30						Six Months Ended June 30
Service cost		$	81,423		$	76,700
	2013			2012			2013		2012
Interest cost			76,968			80,549
Service cost	$	81,423		$	76,700		$	162,846	$	153,400
Expected return on assets			–134,481			–112,117
Interest cost		76,968			80,550			153,936		161,099
Amortization of net loss			165,884			123,098
Expected return on assets		(134,481)			(112,118)			(268,962)		(224,235)
Amortization of prior service cost			4,367			4,367
Amortization of net loss		165,884			123,097			331,768		246,195
Net periodic pension cost		$	194,161		$	172,597
Amortization of prior service cost		4,368			4,368			8,735		8,735
Net periodic pension cost	$	194,162		$	172,597		$	388,323	$	345,194

The ~~Trust~~plan’s ~~had~~annual ~~previously~~actuarial ~~disclosed~~valuation inwas ~~its~~performed as ~~Annual~~of ~~Report~~the asplan’s offiscal ~~December 31,~~year-end ~~2012,~~March ~~that~~31. ~~the~~The ~~next~~actuarially recommended contribution to the pension plan for ~~2013~~the isyear ~~estimated to~~2013 ~~approximate~~is $~~800~~1,~~000~~315, ~~subject to the plan’s annual actuarial valuation performed as of the plan’s fiscal year-end~~301, ~~March~~which ~~31.~~contribution Nois ~~additional~~scheduled ~~updated information~~to isbe ~~available~~made atin ~~this~~August ~~time~~2013.

-5-

Note 4 – BENEFICIARIES’ EQUITY

Pursuant to the Court Order of November 29, 1982, the Trustees were directed to create and maintain an account designated as “Principal Charges.” This account constitutes a first and prior lien of certificate holders on any property transferable to the reversioner and reflects an allocation of beneficiaries’ equity between the certificate holders and the reversioner. This account is neither an asset nor a liability of the Trust. Rather, this account maintains and represents a balance which will be payable to the certificate holders of record from the reversioner at the end of the Trust. The balance in this account consists of attorneys’ fees and expenses of counsel for adverse parties pursuant to the Court Order in connection with litigation commenced in 1972 relating to the Trustees’ powers and duties under the Trust Agreement and the costs of homes and surface lands acquired in accordance with provisions of a lease with U.S. Steel Corporation, net of an allowance to amortize the cost of the land based on actual shipments of taconite and net of a credit for disposition of tangible assets.

Following is an analysis of this account asfor ofthe ~~March~~period ended ~~31,~~as ~~2013~~of:

Attorneys’ fees and expenses		$	1,024,834
	June 30, 2013
Costs of surface lands			6,606,815
Attorneys’ fees and expenses	$	1,024,834
Cumulative shipment credits			–2,406,202
Costs of surface lands		6,606,815
Cumulative asset disposition credits			–372,124
Cumulative shipment credits		(2,437,783)
Principal Charges account balance		$	4,853,323
Cumulative asset disposition credits		(372,124)
Principal Charges account balance	$	4,821,742

Upon termination of the Trust, the Trustees shall either sell tangible assets or obtain a loan with tangible assets as security to provide monies for distribution to the certificate holders in the amount of the Principal Charges account balance.

-Note 5- – ACCUMULATED OTHER COMPREHENSIVE LOSS

~~NOTE~~A 5summary –of the component items (all affecting the ~~ACCUMULATED~~“Costs ~~OTHER~~and ~~COMPREHENSIVE~~expenses” ~~LOSS~~line item within the Condensed Statements of Income) showing the reclassifications out of Accumulated other comprehensive loss (“AOCL”) is as follows:

A summary of the component items (all affecting the “Costs and expenses” line item within the Condensed Statements of Income) showing the reclassifications out of Accumulated other comprehensive loss (“AOCL”) for the three months ended March 31 is as follows:



	Amounts reclassified from AOCL
	Three Months Ended June 30
Component item	2013		2012
Amortization of defined pension items:
Prior service cost	$	4,368	$	4,368
Net loss		165,884		123,097
Total	$	170,252	$	127,465

	Amounts reclassified from AOCL
	Six Months Ended June 30
Component item	2013		2012
Amortization of defined pension items:
Prior service cost	$	8,735	$	8,735
Net loss		331,768		246,195
Total	$	340,503	$	254,930

	Amounts reclassified from AOCL
Component item	2013		2012
Amortization of defined benefit pension items:
Prior service cost	$	4,367	$	4,367
Net loss		165,884		123,098
Total	$	170,251	$	127,465

-6-

Note 5 – ACCUMULATED OTHER COMPREHENSIVE LOSS (Continued)

A summary of the changes in Accumulated other comprehensive loss (“AOCL”) by component item is as follows:

		Three months ended March 31, 2013
	Three Months Ended June 30, 2013
		Prior Service Cost			Net Loss			Total
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Defined benefit pension items:
Balance at beginning of period	$	(30,569)		$	(2,221,289)		$	(2,251,858)
Balance at January 1, 2013		$	-34,936		$	-2,387,173		$	-2,422,109
Amounts reclassified from AOCL		4,368			165,884			170,252
Amounts reclassified from AOCL			4,367			165,884			170,251
Balance at end of period	$	(26,201)		$	(2,055,405)		$	(2,081,606)
Balance at March 31, 2013		$	-30,569		$	-2,221,289		$	-2,251,858
	Three Months Ended June 30, 2012
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(48,038)		$	(2,267,494)		$	(2,315,532)
Amounts reclassified from AOCL		4,368			123,097			127,465
Balance at end of period	$	(43,670)		$	(2,144,397)		$	(2,188,067)
	Six Months Ended June 30, 2013
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(34,936)		$	(2,387,173)		$	(2,422,109)
Amounts reclassified from AOCL		8,735			331,768			340,503
Balance at end of period	$	(26,201)		$	(2,055,405)		$	(2,081,606)
	Six Months Ended June 30, 2012
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(52,405)		$	(2,390,592)		$	(2,442,997)
Amounts reclassified from AOCL		8,735			246,195			254,930
Balance at end of period	$	(43,670)		$	(2,144,397)		$	(2,188,067)

	Three months ended March 31, 2012
	Prior Service Cost		Net Loss		Total
Defined benefit pension items:
Balance at January 1, 2012	$	-52,405	$	-2,390,592	$	-2,442,997
Amounts reclassified from AOCL		4,367		123,098		127,465
Balance at March 31, 2012	$	-48,038	$	-2,267,494	$	-2,315,532

Note 6 – NEW ACCOUNTING PRONOUNCEMENTS

NOTE 6 – NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This ASU amends Accounting Standards Codification (“ASC”) Topic 220 for the purpose of requiring the reporting of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amounts being reclassified are required under U.S. generally accepted accounting principles to be reclassified in their entirety to net income. This amendment does not change the current requirements for reporting net income or other comprehensive income in the financial statements. Rather, this amendment requires more information about the amounts reclassified out of accumulated other comprehensive income by component, with this additional information either shown on the face of the income statement or within the notes to the financial statements. For public companies, this ASU is effective for periods beginning after December 15, 2012. The Trust adopted this amendment required by ASU No. 2013-02 beginning with its first quarter in 2013, and has elected to present the required information within the notes to the financial statements.

-67-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~Periods of Three Months ended March 31, 2013 and March 31, 2012~~

Periods of Three and Six Months ended June 30, 2013 and June 30, 2012

The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees’ election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal and Minnesota corporate income taxes. The Trust is now a grantor trust. Shares of beneficial interest in the Trust are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102).

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

At the end of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance in the Principal Charges account (this account is explained in the Trust’s Annual Report sent to all certificate holders every year). All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips Company) under the terms of the Trust Agreement.

We have previously provided information in our various Securities and Exchange Commission filings, including our Annual Report, about the final distribution payable to the certificate holders upon the Trust’s termination. The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and properties) and the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial statement values as of December 31, 2012, the net monies were approximately $7,719,000 and the Principal Charges account balance was approximately $4,871,000, resulting in a final distribution payable of approximately $12,590,000, or about $8.39 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and have no further value. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during the ensuing years and will not be “final” until after the termination and wind-down of the Trust. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

Results of Operations:

Royalties decreased $2,~~292~~296,~~321~~134 ~~during~~and $4,588,455 during the three ~~months~~and six month periods ended ~~March~~June 3130, 2013, respectively, as compared to the same ~~period~~periods in 2012, due mainly to reduced taconite shipments from our Trust lands and a lower overall average earned royalty rate caused by lower producer price indices.

-Interest and other income decreased $3,801 and $7-,845 during the three and six month periods ended June 30, 2013, respectively, as compared to the same periods in 2012, due mainly to reduced yields on the Trust’s investments.

~~Interest~~Costs and ~~other~~expenses ~~income~~ decreased $439,~~044~~033 ~~during~~and $57,163 during the three ~~months~~ and six month periods ended ~~March~~June 3130, 2013, respectively, as compared to the same ~~period~~periods in 2012, due mainly to legal ~~reduced~~expenses ~~yields~~incurred onin the ~~Trust’s~~prior ~~investments.~~year pertaining to lease administration, which were not required in the current year.

~~Costs~~At ~~and~~their ~~expenses~~meeting ~~decreased~~held ~~$18~~on June 17,~~130~~ ~~during~~2013, the ~~three~~Trustees declared ~~months~~a ~~ended March~~distribution of $2.50 per share, amounting to $3,750,000 payable July 31, 2013, asto ~~compared~~certificate toholders of record at the ~~same~~close ~~period~~of inbusiness ~~2012~~on June 28, ~~due~~2013. ~~mainly~~The toTrustees ~~legal expenses~~have ~~incurred~~now declared two quarterly distributions in 2013. The first, in the ~~prior~~amount of ~~year~~$2.25 ~~pertaining~~per share, was paid on April 30, 2013, to ~~lease~~certificate ~~administration~~holders of record on March 28, ~~which~~2013; and the second, that being the current distribution. The first and second quarter 2012 distributions were ~~not~~$2.25 ~~required~~and in$3.00 per share, respectively. The Trustees intend to continue quarterly distributions and set the ~~current~~record ~~year~~date as of the last business day of each quarter. The next distribution will be paid October 31, 2013 to certificate holders of record on September 30, 2013.

At their meeting held on March 8, 2013, the Trustees declared a distribution of $2.25 per share, amounting to $3,375,000 payable April 30, 2013, to certificate holders of record at the close of business on March 28, 2013. At their meeting held on March 9, 2012, the Trustees declared a distribution of $2.25 per share, amounting to $3,375,000 paid on April 30, 2012, to certificate holders of record at the close of business on March 30, 2012. The Trustees intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next distribution will be paid July 31, 2013 to certificate holders of record on June 28, 2013.

A mining agreement dated January 1, 1959, with U.S. Steel Corporation provides that one-half of annual earned royalty income, after satisfaction of minimum royalty payments, shall be applied, in lieu of royalty payments, to reimburse the lessee for a portion of its cost of acquisition of surface lands overlying the leased mineral deposits, which surface lands are then conveyed to the Trustees. There are surface lands yet to be purchased, the costs of which are yet unknown and will not be known until the actual purchases are made.

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Liquidity:

In the interest of preservation of principal of Court-approved reserves and guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in U.S. Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed adequate to meet currently foreseeable liquidity needs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

- None

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Trust conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. There was no change in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings~~- None~~

~~Item~~On May 8, 2013, a Ramsey County District Court Judge ~~1A.~~presided ~~Risk~~over ~~FactorsThere~~a ~~are~~hearing nofor ~~material~~the ~~changes~~Trust ~~from~~of Great Northern Iron Ore Properties, the ~~risk~~purpose ~~factors~~of which was to review and approve the ~~previously~~accounts ~~disclosed~~of inthe Trustees for the ~~Trust’s~~calendar ~~December~~year 312012. By Court Order dated May 8, ~~2012~~2013, ~~Annual~~the ~~Report~~Court onapproved ~~Form~~of the accounts of the ~~10-K~~Trustees for the calendar year 2012.

Item 2 1A. Risk ~~Unregistered Sales of Equity Securities and Use of Proceeds- None~~Factors

~~Item~~There are no material changes from the risk factors 3.previously ~~Defaults~~disclosed ~~Upon~~in ~~Senior~~the ~~Securities~~Trust’s Annual Report on Form 10-K ~~None~~for the year ended December 31, 2012.

Item 4 2. Unregistered ~~Mine~~Sales ~~Safety~~of ~~Disclosures-~~Equity ~~Not~~Securities ~~applicable~~and Use of Proceeds

~~Item 5. Other Information~~- None

Item 6. Exhibits
Exhibit No.		Document
- 31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 32		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)
- 101.INS		XBRL Instance Document (Interactive Data File)
- 101.SCH		XBRL Taxonomy Extension Schema Document (Interactive Data File)
- 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (Interactive Data File)
- 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (Interactive Data File)
- 101.LAB		XBRL Taxonomy Extension Label Linkbase Document (Interactive Data File)
- 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (Interactive Data File)

Item 3. Defaults Upon Senior Securities

- None

Item 4. Mine Safety Disclosures

- Not applicable

Item 5. Other Information

- None

Item 6. Exhibits

Exhibit No.		Document
- 31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

- 31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

- 32		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)

-9-

Item 6. Exhibits (Continued)

Exhibit No.		Document
- 101.INS		XBRL Instance Document (Interactive Data File)

- 101.SCH		XBRL Taxonomy Extension Schema Document (Interactive Data File)

- 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (Interactive Data File)

- 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (Interactive Data File)

- 101.LAB		XBRL Taxonomy Extension Label Linkbase Document (Interactive Data File)

- 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (Interactive Data File)

- - - - - - - - - - - - - - - -

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 thereunto duly authorized.

		GREAT NORTHERN IRON ORE PROPERTIES	~~GREAT NORTHERN IRON ORE PROPERTIES~~
		(Registrant)	~~(Registrant)~~
Date	April 25, 2013	By	/s/ Joseph S. Micallef
Date:	July 19, 2013	By:	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and
		Joseph S. Micallef, Chief Executive Officer, Trustee and President of the Trustees (principal executive officer)
			Chief Executive Officer
			(principal executive officer)
Date	April 25, 2013	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President &
			Secretary and Chief Financial Officer
			(principal financial and accounting officer)

Date:	July 19, 2013		By:	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Chief Financial Officer, Vice President & Secretary (principal financial and accounting officer)

-10-

QUARTERLY REPORT ON FORM 10-Q

EXHIBIT INDEX

QUARTER ENDED: ~~MARCH~~ JUNE 3130, 2013

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building ~~332 Minnesota Street Saint Paul, Minnesota 55101-1361~~

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

Exhibit No.		Document
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

32		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)

101.INS		XBRL Instance Document (Interactive Data File)

101.SCH		XBRL Taxonomy Extension Schema Document (Interactive Data File)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (Interactive Data File)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (Interactive Data File)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (Interactive Data File)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (Interactive Data File)

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