UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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~~ September 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)
(State or other jurisdiction of	(I.R.S. Employer
W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota	55101-1361
incorporation or organization)	Identification Number)
(Address of principal executive office)	(Zip Code)

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)

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 ☒ 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	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Number of shares of beneficial interest outstanding on ~~June~~September 30, 2013: 1,500,000

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED BALANCE SHEETS

	June 30,			December 31,
		September 30,				December 31,
	~~2013~~	2013		~~2012~~		2012
ASSETS	~~(Unaudited)~~	(Unaudited)		~~(Note)~~		(Note)
CURRENT ASSETS
Cash and cash equivalents	$	~~519,571~~$	743,693	$	~~643,431~~	$	643,431
United States Treasury securities		~~6,007,129~~	4,946,408		~~8,427,807~~		8,427,807
Royalties receivable		~~4,736,398~~	4,130,844		~~4,070,111~~		4,070,111
Prepaid expenses		~~53,462~~	31,162		~~2,110~~		2,110
TOTAL CURRENT ASSETS		~~11,316,560~~	9,852,107		~~13,143,459~~		13,143,459
NONCURRENT ASSETS
United States Treasury securities		~~3,337,604~~	3,584,682		~~4,295,457~~		4,295,457
PROPERTIES
Mineral and surface lands		~~39,479,708~~	39,479,708		~~39,479,708~~		39,479,708
Accumulated depletion and amortization		~~(38,245,177)~~	(38,418,877	)	~~(37,897,777)~~		(37,897,777	)
		1,234,531			1,581,931
			1,060,831				1,581,931
Building and equipment		~~335,568~~	335,767		~~334,538~~		334,538
Accumulated depreciation		~~(253,012)~~	(250,203	)	~~(236,671)~~		(236,671	)
		82,556			97,867
			85,564				97,867
TOTAL PROPERTIES		~~1,317,087~~	1,146,395		~~1,679,798~~		1,679,798
TOTAL ASSETS	$	~~15,971,251~~$	14,583,184	$	~~19,118,714~~	$	19,118,714
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~109,913~~$	188,982	$	~~104,256~~	$	104,256
Distributions		~~3,750,000~~	3,900,000		~~7,875,000~~		7,875,000
TOTAL CURRENT LIABILITIES		~~3,859,913~~	4,088,982		~~7,979,256~~		7,979,256
NONCURRENT LIABILITIES
Deferred compensation		~~229,100~~	229,100		~~229,100~~		229,100
Liability for pension benefits		~~1,559,514~~	268,124		~~1,511,694~~		1,511,694
TOTAL NONCURRENT LIABILITIES		~~1,788,614~~	497,224		~~1,740,794~~		1,740,794
TOTAL LIABILITIES		~~5,648,527~~	4,586,206		~~9,720,050~~		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~~	11,908,333		~~11,820,773~~		11,820,773
Accumulated other comprehensive loss		~~(2,081,606)~~	(1,911,355	)	~~(2,422,109)~~		(2,422,109	)
TOTAL BENEFICIARIES’ EQUITY		~~10,322,724~~	9,996,978		~~9,398,664~~		9,398,664
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	~~15,971,251~~$	14,583,184	$	~~19,118,714~~	$	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~~	Three Months Ended					~~Six Months Ended~~			Nine Months Ended
	June 30						June 30
		September 30								September 30
	~~2013~~	2013		~~2012~~		2012	~~2013~~			~~2012~~2013			2012
REVENUES
Royalties	$	~~5,009,358~~$	4,403,655	$	~~7,305,492~~	$	$5,178,144	~~9,717,225~~		$	14,~~305~~120,~~680~~880		$	19,483,824
Interest and other income		~~19,553~~	35,443		~~23,354~~		45,251	~~45,866~~			5381,~~711~~309			98,962
		5,028,911			7,328,846			9,763,091			14,359,391
			4,439,098				5,223,395				14,202,189			19,582,786
Costs and expenses		~~(1,011,200)~~	(1,035,095	)	~~(1,050,233)~~		(956,143	~~(2,054,534~~)			(23,~~111~~089,~~697)~~629	)		(3,067,840	)
NET INCOME	$	~~4,017,711~~$	3,404,003	$	~~6,278,613~~	$	$4,267,252	~~7,708,557~~		$	1211,~~247~~112,~~694~~560		$	16,514,946
Weighted-average shares outstanding		~~1,500,000~~	1,500,000		~~1,500,000~~		1,500,000	~~1,500,000~~			1,500,000			1,500,000
BASIC & DILUTED EARNINGS PER SHARE	$	~~2.68~~$	2.27	$	~~4.19~~	$	$2.84	~~5.14~~		$	87.1741		$	11.01
Distributions declared per share	$	~~2.50~~$	~~(1)~~2.60	$(1)	~~3.00~~	~~(2)~~$	$3.50	~~4.75~~(2)	~~(3)~~	$	57.2535	(43)	$	8.75	(4)

(1)	~~(1)~~$	$2.60	~~2.50~~declared	~~declared~~9/13/2013	~~6/17/2013~~
			payable	~~payable~~10/31/2013	~~7/31/2013~~
(2)	~~(2)~~$	$3.50	~~3.00~~declared	~~declared~~9/7/2012	~~6/6/2012~~
			paid	~~paid~~10/31/2012	~~7/31/2012~~
(3)	~~(3)~~$	$2.25	~~2.25~~declared	~~declared~~3/8/2013	~~3/8/2013~~
			paid	~~paid~~4/30/2013	~~4/30/2013~~
plus	~~plus~~$	$2.50	~~2.50~~declared	~~declared~~6/17/2013	~~6/17/2013~~
				payable	7/31/2013
			paid	7/31/2013
	(4)	$	2.25	declared	3/9/2012
plus	$	2.60	declared	9/13/2013
				paid	4/30/2012
			payable	10/31/2013
	plus	$	3.00	declared	6/6/2012
(4)	$	2.25	declared	3/9/2012
			paid	~~paid~~4/30/2012	~~7/31/2012~~
plus	$	3.00	declared	6/6/2012
			paid	7/31/2012
plus	$	3.50	declared	9/7/2012
			paid	10/31/2012

See notes to condensed financial statements.

-2-

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	~~Three Months Ended~~	Three Months Ended					~~Six Months Ended~~		Nine Months Ended
	June 30						June 30
		September 30							September 30
	~~2013~~	2013		~~2012~~		2012	~~2013~~		~~2012~~2013		2012
NET INCOME	$	~~4,017,711~~$	3,404,003	$	~~6,278,613~~	$	$4,267,252	~~7,708,557~~	$	1211,~~247~~112,~~694~~560	$	16,514,946
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		~~4,368~~	4,367		~~4,368~~		4,367	~~8,735~~		813,~~735~~102		13,102
Amortization of net loss included in net periodic pension cost		~~165,884~~	165,884		~~123,097~~		123,098	~~331,768~~		~~246~~497,~~195~~652		369,293
Total other comprehensive income		~~170,252~~	170,251		~~127,465~~		127,465	~~340,503~~		~~254~~510,~~930~~754		382,395
TOTAL COMPREHENSIVE INCOME	$	~~4,187,963~~$	3,574,254	$	~~6,406,078~~	$	$4,394,717	~~8,049,060~~	$	1211,~~502~~623,~~624~~314	$	16,897,341

See notes to condensed financial statements.

-3-

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
		Nine Months Ended
	June 30
		September 30
	~~2013~~	2013		~~2012~~		2012
Cash flows from operating activities:
Cash received from royalties and rents	$	~~9,084,387~~$	14,124,615	$	~~15,217,173~~	$	22,559,309
Cash paid to suppliers and employees		~~(1,341,554)~~	(3,210,162	)	~~(1,401,235)~~		(2,739,685	)
Interest received		~~40,948~~	59,015		~~11,285~~		38,048
NET CASH PROVIDED BY OPERATING ACTIVITIES		~~7,783,781~~	10,973,468		~~13,827,223~~		19,857,672
Cash flows from investing activities:
United States Treasury securities purchased		~~(2,675,000)~~	(3,525,000	)	~~(5,000,000)~~		(6,900,000	)
United States Treasury securities matured		~~6,025,000~~	7,675,000		~~3,050,000~~		3,650,000
Expenditures for building and equipment		~~(7,641)~~	(23,206	)	-		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		~~3,342,359~~	4,126,794		~~(1,950,000)~~		(3,250,000	)
Cash flows from financing activities:
Distributions paid		~~(11,250,000)~~	(15,000,000	)	~~(12,000,000)~~		(16,500,000	)
NET CASH USED IN FINANCING ACTIVITIES		~~(11,250,000)~~	(15,000,000	)	~~(12,000,000)~~		(16,500,000	)
Net decrease in cash and cash equivalents		(123,860)			(122,777)
Net increase in cash and cash equivalents			100,262				107,672
Cash and cash equivalents at beginning of year		~~643,431~~	643,431		~~750,947~~		750,947
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	~~519,571~~$	743,693	$	~~628,170~~	$	858,619

See notes to condensed financial statements.

-4-

GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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

Note 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial ~~statements~~ 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~~ 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 (the “Trust”) Annual Report on Form 10-K for the year ended December 31, 2012.

Note 2 – SECURITIES

United States Treasury securities are classified as as “held-to-maturity” securities and are carried at cost, adjusted for accrued interest and amortization of premium or 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~~classified as current assets will mature within one year of the respective period ending date stated below. Securities ~~recognized~~classified as noncurrent assets will mature one to three years from the respective period ending date stated below. Following is an analysis of the securities as of the periods stated:

	~~Current~~	Current					~~Noncurrent~~		Noncurrent
	June 30, 2013			Dec. 31, 2012			June 30, 2013		Dec. 31, 2012
		Sept. 30, 2013				Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
Aggregate fair value	$	~~5,994,060~~$	4,939,011	$	~~8,416,447~~	$	$8,416,447	~~3,331,139~~	$	43,~~282~~583,~~664~~047		$	4,282,664
Gross unrealized holding gains		~~(1,977)~~	(2,457	)	~~(3,707)~~		(3,707	~~(45~~)		(~~698)~~1,377	)		(698	)
Gross unrealized holding losses		-	—		-		—	~~2,309~~		~~1,405~~319			1,405
Amortized cost basis		~~5,992,083~~	4,936,554		~~8,412,740~~		8,412,740	~~3,333,403~~		43,~~283~~581,~~371~~989			4,283,371
Accrued interest		~~15,046~~	9,854		~~15,067~~		15,067	~~4,201~~		122,~~086~~693			12,086
Amounts shown on balance sheets	$	~~6,007,129~~$	4,946,408	$	~~8,427,807~~	$	$8,427,807	~~3,337,604~~	$	43,~~295~~584,~~457~~682		$	4,295,457

Note 3 – PENSION PLAN

A summary of the components of net periodic pension cost is as follows:

	Three Months Ended June 30						Six Months Ended June 30
		Three Months Ended September 30							Nine Months Ended September 30
	~~2013~~	2013		~~2012~~		2012	~~2013~~		~~2012~~2013			2012
Service cost	$	~~81,423~~$	81,424	$	~~76,700~~	$	$76,699	~~162,846~~	$	~~153~~244,~~400~~270		$	230,099
Interest cost		~~76,968~~	76,967		~~80,550~~		80,549	~~153,936~~		~~161~~230,~~099~~903			241,648
Expected return on assets		~~(134,481)~~	(134,480	)	~~(112,118)~~		(112,117	~~(268,962~~)		(~~224~~403,~~235)~~442	)		(336,352	)
Amortization of net loss		~~165,884~~	165,884		~~123,097~~		123,098	~~331,768~~		~~246~~497,~~195~~652			369,293
Amortization of prior service cost		~~4,368~~	4,367		~~4,368~~		4,367	~~8,735~~		813,~~735~~102			13,102
Net periodic pension cost	$	~~194,162~~$	194,162	$	~~172,597~~	$	$172,596	~~388,323~~	$	~~345~~582,~~194~~485		$	517,790

The plan’s annual actuarial valuation was performed as of the plan’s fiscal year-end March 31. The ~~actuarially~~actuarial recommended contribution to the pension plan for the year 2013 is was $1,315,301, which contribution iswas ~~scheduled to be~~ made in August 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 for the period ended as of:

	June 30, 2013
		Sept. 30, 2013
Attorneys’ fees and expenses	$	~~1,024,834~~$	1,024,834
Costs of surface lands		~~6,606,815~~	6,606,815
Cumulative shipment credits		~~(2,437,783)~~	(2,453,772	)
Cumulative asset disposition credits		~~(372,124)~~	(372,124	)
Principal Charges account balance	$	~~4,821,742~~$	4,805,753

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

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”) is as follows:

	~~Amounts reclassified from AOCL~~	Amounts reclassified from AOCL
	Three Months Ended June 30
		Three Months Ended Sept. 30
Component item	~~2013~~	2013		~~2012~~		2012
Amortization of defined pension items:
Amortization of defined benefit pension items:
Prior service cost	$	~~4,368~~$	4,367	$	~~4,368~~	$	4,367
Net loss		~~165,884~~	165,884		~~123,097~~		123,098
Total	$	~~170,252~~$	170,251	$	~~127,465~~	$	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
	Nine Months Ended Sept. 30
Component item	2013		2012
Amortization of defined benefit pension items:
Prior service cost	$	13,102	$	13,102
Net loss		497,652		369,293
Total	$	510,754	$	382,395

-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 June 30, 2013
		Three Months Ended September 30, 2013
Defined benefit pension items:	~~Prior Service Cost~~	Prior Service Cost		~~Net Loss~~		Net Loss	~~Total~~		Total
Balance at beginning of period	$	~~(30,569)~~$	(26,201	$)	~~(2,221,289)~~	$	$(2,055,405	~~(2,251,858~~)	$	(2,081,606	)
Amounts reclassified from AOCL		~~4,368~~	4,367		~~165,884~~		165,884	~~170,252~~		170,251
Balance at end of period	$	~~(26,201)~~$	(21,834	$)	~~(2,055,405)~~	$	$(1,889,521	~~(2,081,606~~)	$	(1,911,355	)
	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 September 30, 2012
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(43,670	)	$	(2,144,397	)	$	(2,188,067	)
Amounts reclassified from AOCL		4,367			123,098			127,465
Balance at end of period	$	(39,303	)	$	(2,021,299	)	$	(2,060,602	)

	Nine Months Ended September 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		13,102			497,652			510,754
Balance at end of period	$	(21,834	)	$	(1,889,521	)	$	(1,911,355	)

	Nine Months Ended September 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		13,102			369,293			382,395
Balance at end of period	$	(39,303	)	$	(2,021,299	)	$	(2,060,602	)

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~~ 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.

-7-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Periods of Three and ~~Six~~Nine Months ended ~~June~~ September 30, 2013 and ~~June~~September 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. The Trust and matters affecting the Trust are under the jurisdiction of the Ramsey County District Court (the “Court”) in Saint Paul, Minnesota. 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 $2774,~~296~~489 during the three month period ended September 30,~~134~~ ~~and~~2013, as compared to the same period in 2012, due mainly to a lower overall average earned royalty rate caused by lower producer price indices. Royalties decreased $45,~~588~~362,~~455~~944 during the ~~three~~nine ~~and six~~ month ~~periods~~period ended ~~June~~September 30, 2013, ~~respectively,~~ as compared to the same ~~periods~~period 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 $39,~~801~~ 808 and $717,~~845~~ 653 during the three and ~~six~~nine month periods ended ~~June~~September 30, 2013, respectively, as compared to the same periods in 2012, due mainly to reduced yields on the Trust’s investments.

Costs and expenses ~~decreased~~increased $3978,~~033~~952 ~~and~~for ~~$57~~the three month period ended September 30,~~163~~ ~~during~~2013, as compared to the same period in 2012, due mainly to the timing of the accrued bonus for the ~~three~~President of the Trustees per the Court-approved compensation arrangement, and ~~six~~an increase in pension expense pertaining to the defined benefit pension plan. Costs and expenses increased $21,789 during the nine month ~~periods~~period ended ~~June~~September 30, 2013, ~~respectively,~~ as compared to the same ~~periods~~period in 2012, due mainly to ~~legal~~an increase in pension expense pertaining to the defined benefit pension plan, offset in part by reduced legal expenses incurred in the prior year pertaining to lease administration, which were not required in the current year.

At their meeting held on ~~June~~September 1713, 2013, the Trustees declared a distribution of $2.5060 per share, amounting to $3,~~750~~900,000 payable ~~July~~October 31, 2013, to certificate holders of record at the close of business on ~~June~~September 2830, 2013. The Trustees have now declared ~~two~~three quarterly distributions in 2013. The first, in the amount of $2.25 per share, was paid on April 30, 2013, to certificate holders of record on March 28, 2013; ~~and~~the second, in the ~~second~~amount of $2.50 per share, was paid on July 31, 2013, to certificate holders of record on June 28, 2013; and the third, that being the current distribution. The first, second and ~~second~~third quarter 2012 distributions were $2.25, ~~and~~ $3.00 and $3.50 per share, respectively. 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 ~~October~~January 31, ~~2013~~2014 to certificate holders of record on ~~September~~December 3031, 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.~~United States 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On- May 8, 2013, a Ramsey County District Court Judge presided over a hearing for the Trust of Great Northern Iron Ore Properties, the purpose of which was to review and approve the accounts of the Trustees for the calendar year 2012. By Court Order dated May 8, 2013, the Court approved of the accounts of the Trustees for the calendar year 2012.None

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

- None

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
		(Registrant)
Date:	July 19, 2013	By:	/s/ Joseph S. Micallef
		Joseph S. Micallef, Chief Executive Officer, Trustee and President of the Trustees (principal executive officer)

			GREAT NORTHERN IRON ORE PROPERTIES
			(Registrant)

Date:	~~July~~October 1924, 2013	By:	/s/ ~~Thomas~~Joseph AS. ~~Janochoski~~Micallef
		Thomas A. Janochoski, Chief Financial Officer, Vice President & Secretary (principal financial and accounting officer)
		Joseph S. Micallef, Chief Executive Officer,
		Trustee and President of the Trustees
		(principal executive officer)

Date:	October 24, 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: ~~JUNE~~ SEPTEMBER 30, 2013

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building

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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