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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



	FORM 10-Q

(Mark One)

☒ x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended ~~September~~ June 30, ~~2013~~2014

☐ o 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)

(Exact name of registrant as specified in its charter)


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

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

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

(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)

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 (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

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 x No o

(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)

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

~~Yes~~Number ~~☐ No ☒~~of shares of beneficial interest outstanding on June 30, 2014: 1,500,000

~~Number~~PART ofI. ~~shares~~FINANCIAL ofINFORMATION ~~beneficial~~Item ~~interest~~1. ~~outstanding~~Financial onStatements ~~September~~GREAT ~~30,~~NORTHERN ~~2013:~~IRON ~~1,500,000~~ORE PROPERTIES CONDENSED BALANCE SHEETS

PART I. FINANCIAL INFORMATION


	June 30, 2014			December 31, 2013
ASSETS	(Unaudited)			(Note)
CURRENT ASSETS
Cash and cash equivalents	$	761,492		$	712,197
United States Treasury securities		8,741,442			5,468,675
Royalties receivable		5,042,621			4,448,907
Prepaid expenses		55,031			2,110
TOTAL CURRENT ASSETS		14,600,586			10,631,889

NONCURRENT ASSETS
United States Treasury securities		—			2,883,251
Prepaid pension costs		363,618			587,159
		363,618			3,470,410

PROPERTIES
Mineral and surface lands		39,479,708			39,479,708
Accumulated depletion and amortization		(38,940,577	)		(38,592,577	)
		539,131			887,131

Building and equipment		335,767			335,767
Accumulated depreciation		(291,488	)		(263,965	)
		44,279			71,802
TOTAL PROPERTIES		583,410			958,933
TOTAL ASSETS	$	15,547,614		$	15,061,232

LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	105,766		$	92,356
Deferred compensation		244,300			—
Distributions		3,750,000			3,975,000
TOTAL CURRENT LIABILITIES		4,100,066			4,067,356

NONCURRENT LIABILITIES
Deferred compensation		—			244,300
TOTAL LIABILITIES		4,100,066			4,311,656

BENEFICIARIES’ EQUITY
Certificate holders’ equity, represented by 1,500,000 certificates (shares or units) of beneficial interest authorized and outstanding, and the reversionary interest		12,300,725			11,611,487
Accumulated other comprehensive loss		(853,177	)		(861,911	)
TOTAL BENEFICIARIES’ EQUITY		11,447,548			10,749,576
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	15,547,614		$	15,061,232

~~Item~~Note: ~~1. Financial~~The ~~Statements~~balance sheet at December 31, 2013 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.

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2013			2012
ASSETS	(Unaudited)			(Note)
CURRENT ASSETS
Cash and cash equivalents	$	743,693		$	643,431
United States Treasury securities		4,946,408			8,427,807
Royalties receivable		4,130,844			4,070,111
Prepaid expenses		31,162			2,110
TOTAL CURRENT ASSETS		9,852,107			13,143,459
NONCURRENT ASSETS
United States Treasury securities		3,584,682			4,295,457
PROPERTIES
Mineral and surface lands		39,479,708			39,479,708
Accumulated depletion and amortization		(38,418,877	)		(37,897,777	)
		1,060,831			1,581,931
Building and equipment		335,767			334,538
Accumulated depreciation		(250,203	)		(236,671	)
		85,564			97,867
TOTAL PROPERTIES		1,146,395			1,679,798
TOTAL ASSETS	$	14,583,184		$	19,118,714
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	188,982		$	104,256
Distributions		3,900,000			7,875,000
TOTAL CURRENT LIABILITIES		4,088,982			7,979,256
NONCURRENT LIABILITIES
Deferred compensation		229,100			229,100
Liability for pension benefits		268,124			1,511,694
TOTAL NONCURRENT LIABILITIES		497,224			1,740,794
TOTAL LIABILITIES		4,586,206			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		11,908,333			11,820,773
Accumulated other comprehensive loss		(1,911,355	)		(2,422,109	)
TOTAL BENEFICIARIES’ EQUITY		9,996,978			9,398,664
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	14,583,184		$	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.

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GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF INCOME (Unaudited)

(Unaudited)


	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
REVENUES
Royalties	$	5,317,841		$	5,009,358		$	9,623,164		$	9,717,225
Interest and other income		12,511			19,553			294,332			45,866
		5,330,352			5,028,911			9,917,496			9,763,091
Costs and expenses		(1,087,872	)		(1,011,200	)		(2,103,258	)		(2,054,534	)
NET INCOME	$	4,242,480		$	4,017,711		$	7,814,238		$	7,708,557

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

BASIC & DILUTED EARNINGS PER SHARE	$	2.83		$	2.68		$	5.21		$	5.14

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

		Three Months Ended						Nine Months Ended
(1)	$	2.50	declared	6/16/2014
		September 30						September 30
			payable	7/31/2014
		2013			2012			2013			2012
(2)	$	2.50	declared	6/17/2013
REVENUES
			paid	7/31/2013
Royalties		$	4,403,655		$	5,178,144		$	14,120,880		$	19,483,824
(3)	$	2.25	declared	3/14/2014
Interest and other income			35,443			45,251			81,309			98,962
			paid	4/30/2014
			4,439,098			5,223,395			14,202,189			19,582,786
plus	$	2.50	declared	6/16/2014
Costs and expenses			(1,035,095	)		(956,143	)		(3,089,629	)		(3,067,840	)
			payable	7/31/2014
NET INCOME		$	3,404,003		$	4,267,252		$	11,112,560		$	16,514,946
(4)	$	2.25	declared	3/8/2013
Weighted-average shares outstanding			1,500,000			1,500,000			1,500,000			1,500,000
			paid	4/30/2013
BASIC & DILUTED EARNINGS PER SHARE		$	2.27		$	2.84		$	7.41		$	11.01
plus	$	2.50	declared	6/17/2013
Distributions declared per share		$	2.60	(1)	$	3.50	(2)	$	7.35	(3)	$	8.75	(4)
			paid	7/31/2013

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

(Unaudited)


	Three Months Ended June 30				Six Months Ended June 30
	2014		2013		2014		2013
NET INCOME	$	4,242,480	$	4,017,711	$	7,814,238	$	7,708,557
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		4,367		4,368		8,734		8,735
Amortization of net loss included in net periodic pension cost		—		165,884		—		331,768
Total other comprehensive income		4,367		170,252		8,734		340,503
TOTAL COMPREHENSIVE INCOME	$	4,246,847	$	4,187,963	$	7,822,972	$	8,049,060

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2013		2012		2013		2012
NET INCOME	$	3,404,003	$	4,267,252	$	11,112,560	$	16,514,946
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		4,367		4,367		13,102		13,102
Amortization of net loss included in net periodic pension cost		165,884		123,098		497,652		369,293
Total other comprehensive income		170,251		127,465		510,754		382,395
TOTAL COMPREHENSIVE INCOME	$	3,574,254	$	4,394,717	$	11,623,314	$	16,897,341

See notes to condensed financial statements.

-3-

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(Unaudited)


	Six Months Ended June 30
	2014			2013
Cash flows from operating activities:
Cash received from royalties and rents	$	9,316,691		$	9,084,387
Cash paid to suppliers and employees		(1,534,971	)		(1,341,554	)
Interest received		17,575			40,948
NET CASH PROVIDED BY OPERATING ACTIVITIES		7,799,295			7,783,781

Cash flows from investing activities:
United States Treasury securities purchased		(4,000,000	)		(2,675,000	)
United States Treasury securities matured		3,600,000			6,025,000
Expenditures for building and equipment		—			(7,641	)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(400,000	)		3,342,359

Cash flows from financing activities:
Distributions paid		(7,350,000	)		(11,250,000	)
NET CASH USED IN FINANCING ACTIVITIES		(7,350,000	)		(11,250,000	)

Net increase (decrease) in cash and cash equivalents		49,295			(123,860	)

Cash and cash equivalents at beginning of year		712,197			643,431

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	761,492		$	519,571

	Nine Months Ended
	September 30
	2013			2012
Cash flows from operating activities:
Cash received from royalties and rents	$	14,124,615		$	22,559,309
Cash paid to suppliers and employees		(3,210,162	)		(2,739,685	)
Interest received		59,015			38,048
NET CASH PROVIDED BY OPERATING ACTIVITIES		10,973,468			19,857,672
Cash flows from investing activities:
United States Treasury securities purchased		(3,525,000	)		(6,900,000	)
United States Treasury securities matured		7,675,000			3,650,000
Expenditures for building and equipment		(23,206	)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		4,126,794			(3,250,000	)
Cash flows from financing activities:
Distributions paid		(15,000,000	)		(16,500,000	)
NET CASH USED IN FINANCING ACTIVITIES		(15,000,000	)		(16,500,000	)
Net increase in cash and cash equivalents		100,262			107,672
Cash and cash equivalents at beginning of year		643,431			750,947
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	743,693		$	858,619

See notes to condensed financial statements.

-4-

GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

~~(Unaudited)~~Periods of Three and Six Months ended June 30, 2014 and June 30, 2013

Periods of Three and Nine Months ended September 30, 2013 and September 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~~ 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~~2013.

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 classified as current assets will mature within one year of the respective period ending date stated below. Securities 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						Noncurrent		~~Noncurrent~~
	Sept. 30, 2013				Dec. 31, 2012				Sept. 30, 2013				Dec. 31, 2012
	June 30, 2014			Dec. 31, 2013			June 30, 2014			Dec. 31, 2013
Aggregate fair value	$	48,~~939~~736,~~011~~292		$	$5,457,842	~~8,416,447~~	$	—	$	~~3,583,047~~$	2,880,219		$	~~4,282,664~~
Gross unrealized holding gains		(23,~~457~~383	)		(1,279	~~(3,707~~)	)	—		~~(1,377~~	)(442	)		~~(698~~	)
Gross unrealized holding losses		—176			26	—		—		~~319~~	294			~~1,405~~
Amortized cost basis		48,~~936~~733,~~554~~085			5,456,589	~~8,412,740~~		—		~~3,581,989~~	2,880,071			~~4,283,371~~
Accrued interest		98,~~854~~357			12,086	~~15,067~~		—		~~2,693~~	3,180			~~12,086~~
Amounts shown on balance sheets	$	48,~~946~~741,~~408~~442		$	$5,468,675	~~8,427,807~~	$	—	$	~~3,584,682~~$	2,883,251		$	~~4,295,457~~

Note 3 – PENSION PLAN

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

	Three Months Ended September 30								Nine Months Ended September 30
	Three Months Ended June 30						Six Months Ended June 30
	2013				2012				2013				2012
	2014			2013			2014			2013
Service cost	$	8177,~~424~~584		$	$81,423	~~76,699~~	$	155,168	$	~~244,270~~$	162,846		$	~~230,099~~
Interest cost		7690,~~967~~640			76,968	~~80,549~~		181,280		~~230,903~~	153,936			~~241,648~~
Expected return on assets		(~~134~~56,~~480~~453	)		(134,481	~~(112,117~~)	)	(112,907	)	~~(403,442~~	)(268,962	)		~~(336,352~~	)
Amortization of net loss		~~165,884~~—			165,884	~~123,098~~		—		~~497,652~~	331,768			~~369,293~~
Amortization of prior service cost		4,367			4,368	~~4,367~~		8,734		~~13,102~~	8,735			~~13,102~~
Net periodic pension cost	$	~~194~~116,~~162~~138		$	$194,162	~~172,596~~	$	232,275	$	~~582,485~~$	388,323		$	~~517,790~~

The plan’s annual actuarial valuation was performed as of the plan’s fiscal year- end, March 31. The actuarial recommended contribution to the pension plan for the year ~~2013~~2014 ~~was~~is $1,~~315~~679,~~301~~091, which contribution ~~was~~is scheduled to be made in August ~~2013~~2014.

-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:

	Sept. 30, 2013
	June 30, 2014
Attorneys’ fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		(2,~~453~~517,~~772~~131	)
Cumulative asset disposition credits		(372,124	)
Principal Charges account balance	$	4,~~805~~742,~~753~~394

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	2014		2013
Component item	2013			2012
Amortization of defined benefit pension items:
Amortization of defined benefit pension items:
Prior service cost	$	4,367	$	4,368
Prior service cost	$	4,367		$	4,367
Net loss		—		165,884
Net loss		165,884			123,098
Total	$	4,367	$	170,252
Total	$	170,251		$	127,465
	Amounts reclassified from AOCL Six Months Ended June 30
Component item	2014		2013
Amortization of defined benefit pension items:
Prior service cost	$	8,734	$	8,735
Net loss		—		331,768
Total	$	8,734	$	340,503

	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 September 30, 2013
	Three Months Ended June 30, 2014
Defined benefit pension items:	Prior Service Cost			Net Loss	~~Net Loss~~		Total		~~Total~~
Balance at beginning of period	$	(2613,~~201~~100	)	$	$(844,444	~~(2,055,405~~)	)$	(857,544	$)	~~(2,081,606~~	)
Amounts reclassified from AOCL		4,367			—	~~165,884~~		4,367		~~170,251~~
Balance at end of period	$	(218,~~834~~733	)	$	$(844,444	~~(1,889,521~~)	)$	(853,177	$)	~~(1,911,355~~	)
	Three Months Ended June 30, 2013
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(30,569	)	$	(2,221,289	)	$	(2,251,858	)
Amounts reclassified from AOCL		4,368			165,884			170,252
Balance at end of period	$	(26,201	)	$	(2,055,405	)	$	(2,081,606	)
	Six Months Ended June 30, 2014
Defined benefit pension items:	Prior Service Cost			Net Loss			Total
Balance at beginning of period	$	(17,467	)	$	(844,444	)	$	(861,911	)
Amounts reclassified from AOCL		8,734			—			8,734
Balance at end of period	$	(8,733	)	$	(844,444	)	$	(853,177	)
	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	)

	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 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 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.

-7-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Periods of Three and Six Months ended June 30, 2014 and June 30, 2013

~~Periods~~The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of ~~Three~~which ~~and~~are ~~Nine~~under ~~Months~~lease ~~ended~~to ~~September~~major iron ore producing companies. With the 30properties and offices all located in Minnesota, ~~2013~~the Trust and ~~September~~matters affecting 30the Trust are under the jurisdiction of the Ramsey County District Court (the “Court”) in Saint Paul, ~~2012~~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 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 Upon the ~~end~~termination date 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~~ termination of the Trust. Upon Trust termination and after the wind-down process is completed, 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 ofincurred through the Trust’s termination and wind-down process), 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 of which are subject to the final accounting and approval of the Ramsey County District Court. 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), without further payment or remuneration to the certificate holders, under the terms of the Trust Agreement. The wind-down process of the Trust is anticipated to extend into the calendar year following its termination date in order to complete the various year-end audits, court and regulatory filings, tax returns, conveyances of non-cash properties to the reversioner, etc., relative thereto. Subject to the guidance and approval of the Ramsey County District Court and assuming the wind-down process with the reversioner proceeds efficiently and that no other complications arise during this time period, we anticipate the wind-down process, final distribution and dissolution of the Trust will be completed by the end of 2016.

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~~ generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and less properties) and the balance in the Principal Charges account, less any and all expenses and obligations ofincurred through the Trust’s termination ~~upon~~and ~~termination~~wind-down process. To offer a hypothetical example, without factoring in any expenses and obligations ofincurred through the Trust’s termination ~~upon~~and ~~its~~wind-down ~~termination~~process, and using the financial statement values as of December 31, ~~2012~~2013, the net monies were approximately $79,~~719~~790,000 and the Principal Charges account balance was approximately $4,~~871~~789,000, resulting in a final distribution payable of approximately $1214,~~590~~579,000, or about $89.3972 per share. ~~After~~Upon ~~payment~~the termination of ~~this~~ ~~final~~the ~~distribution~~Trust, the certificates of beneficial interest (shares) would be cancelled and have no further value with the exception of the final distribution. 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 process of the Trust is completed. 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~~ increased $~~774~~308,~~489~~483 during the three month period ended ~~September~~June 30, ~~2013~~2014, as compared to the same period in ~~2012~~2013, due mainly to increased taconite shipments from Trust lands and increased tailings revenues, offset in part by a lower overall average earned royalty rate caused by ~~lower~~our ~~producer~~lessees ~~price~~mining ~~indices~~more taconite from our partial fee interest lands resulting in royalties representative of our ownership interest and less net minimum royalties. Royalties decreased $594,~~362,944~~ 061 during the ~~nine~~six month period ended ~~September~~June 30, ~~2013~~2014, as compared to the same period in ~~2012~~2013, due mainly to ~~reduced~~a ~~taconite~~lower ~~shipments~~overall average earned royalty rate caused by our lessees mining more taconite from our ~~Trust~~partial fee interest lands ~~and~~resulting in aroyalties ~~lower~~representative ~~overall~~of ~~average~~our ownership interest and less net minimum ~~earned~~royalties, ~~royalty~~offset ~~rate~~in ~~caused~~part by ~~lower~~overall ~~producer~~increased ~~price~~taconite ~~indices~~shipments from Trust lands and increased tailings revenues.

Interest and other income decreased $97,~~808 and~~042 ~~$17,653~~ during the three ~~and nine~~ month ~~periods~~period ended ~~September~~June 30, 2014, as compared to the same period in 2013, ~~respectively~~due mainly to less miscellaneous license fees generated. Interest and other income increased $248,466 during the six month period ended June 30, 2014, as compared to the same ~~periods~~period in ~~2012~~ 2013, due mainly to ~~reduced~~the ~~yields~~higher onaggregate ~~the~~(mineral ~~Trust’s~~rock) ~~investments~~sales.

Costs and expenses increased $7876,~~952~~672 ~~for~~and $48,724 during the three and six month ~~period~~periods ended ~~September~~ June 30, ~~2013~~2014, respectively, as compared to the same ~~period~~periods in ~~2012~~2013, due mainly to ~~the timing of the accrued bonus~~ ~~for~~increased ~~the~~legal ~~President~~expenditures ofrelated ~~the~~to ~~Trustees~~Trust ~~per~~termination ~~the~~matters, ~~Court-approved~~offset ~~compensation~~in part ~~arrangement,~~by ~~and~~less annet ~~increase~~periodic in pension ~~expense~~cost ~~pertaining to~~associated with the ~~defined~~Trust’s defined benefit pension plan. ~~Costs~~The ~~and~~reduction ~~expenses~~in ~~increased~~pension ~~$21,789~~expense ~~during~~was primarily due to the Trust ~~nine~~not ~~month~~being ~~period~~required ~~ended~~to ~~September~~amortize ~~30,~~unrecognized ~~2013~~net loss, as ~~compared~~pursuant to ~~the~~pension accounting ~~same~~rules, ~~period~~since inthe ~~2012,~~remaining ~~due~~unrecognized ~~mainly~~net toloss anwas ~~increase~~less inthan ~~pension~~ten percent ~~expense~~of ~~pertaining~~the togreater of the ~~defined~~projected benefit ~~pension plan,~~obligation ~~offset~~or inthe ~~part~~fair bymarket value ~~reduced~~of ~~legal~~plan ~~expenses~~assets ~~incurred~~as inof the ~~prior~~beginning ~~year~~of ~~pertaining~~the toyear ~~lease~~(known ~~administration,~~as ~~which~~the ~~were~~corridor ~~not~~for ~~required in~~delayed ~~the current year~~recognition).

At their meeting held on September 13, 2013, the Trustees declared a distribution of $2.60 per share, amounting to $3,900,000 payable October 31, 2013, to certificate holders of record at the close of business on September 30, 2013. The Trustees have now declared 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; the second, in the 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 third quarter 2012 distributions were $2.25, $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 January 31, 2014 to certificate holders of record on December 31, 2013.

-8-

At their meeting held on June 16, 2014, the Trustees declared a distribution of $2.50 per share, amounting to $3,750,000 payable July 31, 2014, to certificate holders of record at the close of business on June 30, 2014. Following payment of this quarterly distribution, there will be three (3) more regular quarterly distributions declared (two in 2014 and one in 2015) before the termination date of the Trust on April 6, 2015. While there will be some income allocated to the second quarter of 2015 (representing six days of business), it is expected that this amount will be nominal and will likely be included with the final distribution to certificate holders that will be made subsequent to the termination date and upon completion of the wind-down process and final accounting. The final distribution will essentially represent the remaining net monies plus the balance in the Principal Charges account, as approved by the Ramsey County District Court. Upon Trust termination, the shares will be cancelled and have no further value other than the final distribution.

The Trustees have now declared two quarterly distributions in 2014. The first, in the amount of $2.25 per share, was paid on April 30, 2014, to certificate holders of record on March 31, 2014; and the second being the current distribution. The first and second quarter 2013 distributions were $2.25 and $2.50 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 31, 2014 to certificate holders of record on September 30, 2014.

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.

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 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~~ 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) ~~None~~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.

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 April 30, 2014, 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 2013. By Court Order dated April 30, 2014, the Court approved of the accounts of the Trustees for the calendar year 2013.

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 ~~None~~for the year ended December 31, 2013.

Item 1A2. ~~Risk~~ ~~Factors~~Unregistered Sales of Equity Securities and Use of Proceeds - None

~~There~~Item ~~are~~3. noDefaults ~~material changes from the risk~~Upon ~~factors~~Senior ~~previously disclosed in the Trust’s Annual Report on Form 10~~Securities -K ~~for the year ended December 31, 2012.~~None

Item 24. ~~Unregistered~~ ~~Sales~~Mine ~~of Equity Securities and~~Safety ~~Use~~Disclosures - ofNot ~~Proceeds~~applicable

- 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 65. ~~Exhibits~~ ~~(Continued)~~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)

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

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)


			GREAT NORTHERN IRON ORE PROPERTIES
			(Registrant)

Date:	July 18, 2014	By:	/s/ Joseph S. Micallef
		Joseph S. Micallef, Chief Executive Officer,
		Trustee and President of the Trustees
		(principal executive officer)

Date:	July 18, 2014	By:	/s/ Thomas A. Janochoski
		Thomas A. Janochoski, Chief Financial Officer,
		Vice President & Secretary
		(principal financial and accounting officer)

Date:	October 24, 2013	By:	/s/ Joseph S. Micallef
		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: ~~SEPTEMBER~~ JUNE 30, ~~2013~~2014

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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