10-Q

UNITED STATES
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 30, 2012
	Or
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)

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)

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

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 September 30, 2012: 1,500,000

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES
CONDENSED BALANCE SHEETS

	September 30, 2012		December 31, 2011
	(Unaudited)		(Note)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	858,619	$	750,947
United States Treasury securities		9,332,633		5,108,307
Royalties receivable		4,907,858		7,912,289
Prepaid expenses		29,707		2,110
TOTAL CURRENT ASSETS		15,128,817		13,773,653
NONCURRENT ASSETS
United States Treasury securities		3,774,606		4,759,072
PROPERTIES
Mineral and surface lands		39,479,708		39,479,708
Less: Allowances for accumulated depletion and amortization		-37,723,777		-37,201,777
		1,755,931		2,277,931
Building and equipment		316,816		316,816
Less: Allowances for accumulated depreciation		-237,940		-212,560
		78,876		104,256
TOTAL PROPERTIES		1,834,807		2,382,187
TOTAL ASSETS	$	20,738,230	$	20,914,912
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	219,356	$	128,856
Distributions		5,250,000		8,625,000
TOTAL CURRENT LIABILITIES		5,469,356		8,753,856
NONCURRENT LIABILITIES
Deferred compensation		209,600		209,600
Liability for pension benefits		977,590		1,642,113
TOTAL NONCURRENT LIABILITIES		1,187,190		1,851,713
TOTAL LIABILITIES		6,656,546		10,605,569
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		16,142,286		12,752,340
Accumulated other comprehensive loss		-2,060,602		-2,442,997
TOTAL BENEFICIARIES’ EQUITY		14,081,684		10,309,343
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	20,738,230	$	20,914,912

Note: The balance sheet at December 31, 2011, 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)

	Three Months Ended September 30						Nine Months Ended September 30
	2012			2011			2012			2011
REVENUES
Royalties	$	5,178,144		$	6,473,243		$	19,483,824		$	18,431,116
Interest and other income		45,251			21,192			98,962			84,050
		5,223,395			6,494,435			19,582,786			18,515,166
Costs and expenses		-956,143			-838,126			-3,067,840			-2,711,297
NET INCOME	$	4,267,252		$	5,656,309		$	16,514,946		$	15,803,869
Weighted-average shares outstanding		1,500,000			1,500,000			1,500,000			1,500,000
BASIC & DILUTED EARNINGS PER SHARE	$	2.84		$	3.77		$	11.01		$	10.54
Distributions declared per share	$	3.50	(1)	$	4.00	(2)	$	8.75	(3)	$	9.25	(4)

(1)	$3.50	declared payable	9/7/2012 10/31/2012
(2)	$4.00	declared paid	9/16/2011 10/31/2011
(3)	$2.25	declared paid	3/9/2012 4/30/2012
plus	$3.00	declared paid	6/6/2012 7/31/2012
plus	$3.50	declared payable	9/7/2012 10/31/2012
(4)	$2.25	declared paid	3/10/2011 4/29/2011
plus	$3.00	declared paid	6/10/2011 7/29/2011
plus	$4.00	declared paid	9/16/2011 10/31/2011

See notes to condensed financial statements.

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

	Three Months Ended September 30				Nine Months Ended September 30
	2012		2011		2012		2011
NET INCOME	$	4,267,252	$	5,656,309	$	16,514,946	$	15,803,869
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		123,098		76,587		369,293		229,761
Total other comprehensive income		127,465		80,954		382,395		242,863
TOTAL COMPREHENSIVE INCOME	$	4,394,717	$	5,737,263	$	16,897,341	$	16,046,732

See notes to condensed financial statements.

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

	Nine Months Ended September 30
	2012		2011
Cash flows from operating activities:
Cash received from royalties and rents	$	22,559,309	$	17,964,950
Cash paid to suppliers and employees		-2,739,685		-2,386,888
Interest received		38,048		13,749
NET CASH PROVIDED BY OPERATING ACTIVITIES		19,857,672		15,591,811
Cash flows from investing activities:
U.S. Treasury securities purchased		-6,900,000		-6,075,000
U.S. Treasury securities matured		3,650,000		4,275,000
Expenditures for building and equipment		0		-18,685
NET CASH USED IN INVESTING ACTIVITIES		-3,250,000		-1,818,685
Cash flows from financing activities:
Distributions paid		-16,500,000		-13,500,000
NET CASH USED IN FINANCING ACTIVITIES		-16,500,000		-13,500,000
Net increase in cash and cash equivalents		107,672		273,126
Cash and cash equivalents at beginning of year		750,947		668,310
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30	$	858,619	$	941,436
See notes to condensed financial statements.

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

Periods of Three and Nine Months ended September 30, 2012 and September 30, 2011

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, 2011.

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 an analysis of the securities as of the periods stated:

	Current				Noncurrent
	Sept. 30, 2012		Dec. 31, 2011		Sept. 30, 2012		Dec. 31, 2011
Aggregate fair value	$	9,323,581	$	5,094,703	$	3,764,826	$	4,755,809
Gross unrealized holding gains		-6,748		-4,929		-912		-12,995
Gross unrealized holding losses		42		857		838		1,192
Amortized cost basis		9,316,875		5,090,631		3,764,752		4,744,006
Accrued interest		15,758		17,676		9,854		15,066
Amounts shown on balance sheets	$	9,332,633	$	5,108,307	$	3,774,606	$	4,759,072

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Note 3 – PENSION PLAN

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

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2012		2011		2012		2011
Service cost	$	76,699	$	69,911	$	230,099	$	209,735
Interest cost		80,549		79,965		241,648		239,895
Expected return on assets		-112,117		-108,397		-336,352		-325,193
Amortization of net loss		123,098		76,587		369,293		229,761
Amortization of prior service cost		4,367		4,367		13,102		13,102
Net periodic pension cost	$	172,596	$	122,433	$	517,790	$	367,300

The plan’s annual actuarial valuation was performed as of the plan’s fiscal year-end March 31. The actuarially recommended contribution to the pension plan for 2012 was $799,918, which contribution was made on August 3, 2012.

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 as of September 30, 2012:

Attorneys’ fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		-2,367,288
Cumulative asset disposition credits		-372,124
Principal Charges account balance	$	4,892,237

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.

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

Periods of Three and Nine Months ended September 30, 2012 and September 30, 2011

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, 2011, the net monies were approximately $7,927,000 and the Principal Charges account balance was approximately $4,962,000, resulting in a final distribution payable of approximately $12,889,000, or about $8.59 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.

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Results of Operations:

Royalties increased $1,052,708 for the nine months ended September 30, 2012, as compared to the same period in 2011, due mainly to greater year-to-date taconite production from Trust lands. Royalties decreased $1,295,099 during the three months ended September 30, 2012, as compared to the same period in 2011, due mainly to reduced quarterly taconite production from Trust lands and a lower overall average earned royalty rate caused by a reduction in the producer price indices.

Interest and other income increased $14,912 and $24,059 during the nine months and three months ended September 30, 2012, respectively, as compared to the same periods in 2011, due mainly to additional gravel and timber revenues received.

Costs and expenses increased $356,543 and $118,017 during the nine months and three months ended September 30, 2012, respectively, as compared to the same periods in 2011, due mainly to higher pension expense pertaining to the defined benefit pension plan primarily caused by a reduction in the discount rate, and additional amortization of surface lands that were acquired in prior years.

At their meeting held on September 7, 2012, the Trustees declared a distribution of $3.50 per share, amounting to $5,250,000 payable October 31, 2012, to certificate holders of record at the close of business on September 28, 2012. The Trustees have now declared three quarterly distributions in 2012. The first, in the amount of $2.25 per share, was paid on April 30, 2012, to certificate holders of record on March 30, 2012; the second, in the amount of $3.00 per share, was paid on July 31, 2012, to certificate holders of record on June 29, 2012; and the third, that being the current distribution. The first, second and third quarter 2011 distributions were $2.25, $3.00 and $4.00 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 in late January 2013 to certificate holders of record on December 31, 2012.

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 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

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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
- None

Item 1A. Risk Factors
There are no material changes from the risk factors previously disclosed in the Trust’s December 31, 2011 Annual Report on Form 10-K.

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

-8-

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)

-9-

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	October 24, 2012	By	/s/ Joseph S. Micallef
			Joseph S. Micallef, Chief Executive Officer,
			Trustee and President of the Trustees
			(principal executive officer)
Date	October 24, 2012	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Chief Financial Officer,
			Vice President & Secretary
			(principal financial and accounting officer)

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QUARTERLY REPORT ON FORM 10-Q

EXHIBIT INDEX

QUARTER ENDED: SEPTEMBER 30, 2012

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)

EX-31.1

Exhibit 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

I, Joseph S. Micallef, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Great Northern Iron Ore Properties;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors [or persons performing the equivalent functions]:

          a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By	/s/ Joseph S. Micallef	Date:	October 24, 2012
	Joseph S. Micallef
	Chief Executive Officer, Trustee and President of the Trustees (principal executive officer)

EX-31.2

Exhibit 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

I, Thomas A. Janochoski, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Great Northern Iron Ore Properties;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors [or persons performing the equivalent functions]:

          a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By	/s/  Thomas A. Janochoski	Date:	October 24, 2012
	Thomas A. Janochoski
	Chief Financial Officer, Vice President & Secretary (principal financial and accounting officer)

EX-32

Exhibit 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)

     In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q filed with the Securities and Exchange Commission, I, Joseph S. Micallef, President of the Trustees and Chief Executive Officer of Great Northern Iron Ore Properties, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350, that:

     1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties.

Date	October 24, 2012	By	/s/  Joseph S. Micallef
			Joseph S. Micallef, Chief Executive Officer, Trustee and President of the Trustees (principal executive officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request.

- - - - - -

     In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q filed with the Securities and Exchange Commission, I, Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer of Great Northern Iron Ore Properties, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350, that:

     1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties.

Date	October 24, 2012	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Chief Financial Officer, Vice President & Secretary (principal financial and accounting officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request.

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Securities

9 Months Ended

Sep. 30, 2012

Securities [Abstract]

Securities

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 an analysis of the securities as of the periods stated:

	Current				Noncurrent
	Sept. 30, 2012		Dec. 31, 2011		Sept. 30, 2012		Dec. 31, 2011
Aggregate fair value	$	9,323,581	$	5,094,703	$	3,764,826	$	4,755,809
Gross unrealized holding gains		-6,748		-4,929		-912		-12,995
Gross unrealized holding losses		42		857		838		1,192
Amortized cost basis		9,316,875		5,090,631		3,764,752		4,744,006
Accrued interest		15,758		17,676		9,854		15,066
Amounts shown on balance sheets	$	9,332,633	$	5,108,307	$	3,774,606	$	4,759,072

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Basis Of Presentation

9 Months Ended

Sep. 30, 2012

Basis Of Presentation [Abstract]

Basis Of Presentation

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, 2011.

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Condensed Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 858,619	$ 750,947	[1]
United States Treasury securities	9,332,633	5,108,307	[1]
Royalties receivable	4,907,858	7,912,289	[1]
Prepaid expenses	29,707	2,110	[1]
TOTAL CURRENT ASSETS	15,128,817	13,773,653	[1]
NONCURRENT ASSETS
United States Treasury securities	3,774,606	4,759,072	[1]
PROPERTIES
Mineral and surface lands	39,479,708	39,479,708	[1]
Less: Allowances for accumulated depletion and amortization	(37,723,777)	(37,201,777)	[1]
Mineral and surface lands, net	1,755,931	2,277,931	[1]
Building and equipment	316,816	316,816	[1]
Less: Allowances for accumulated depreciation	(237,940)	(212,560)	[1]
Building and equipment, net	78,876	104,256	[1]
TOTAL PROPERTIES	1,834,807	2,382,187	[1]
TOTAL ASSETS	20,738,230	20,914,912	[1]
CURRENT LIABILITIES
Accounts payable and accrued expenses	219,356	128,856	[1]
Distributions	5,250,000	8,625,000	[1]
TOTAL CURRENT LIABILITIES	5,469,356	8,753,856	[1]
NONCURRENT LIABILITIES
Deferred compensation	209,600	209,600	[1]
Liability for pension benefits	977,590	1,642,113	[1]
TOTAL NONCURRENT LIABILITIES	1,187,190	1,851,713	[1]
TOTAL LIABILITIES	6,656,546	10,605,569	[1]
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	16,142,286	12,752,340	[1]
Accumulated other comprehensive loss	(2,060,602)	(2,442,997)	[1]
TOTAL BENEFICIARIES' EQUITY	14,081,684	10,309,343	[1]
TOTAL LIABILITIES AND BENEFICIARIES' EQUITY	$ 20,738,230	$ 20,914,912	[1]

[1] The balance sheet at December 31, 2011, 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.

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Condensed Statements Of Comprehensive Income (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Condensed Statements Of Comprehensive Income [Abstract]
NET INCOME	$ 4,267,252	$ 5,656,309	$ 16,514,946	$ 15,803,869
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	123,098	76,587	369,293	229,761
Total other comprehensive income	127,465	80,954	382,395	242,863
TOTAL COMPREHENSIVE INCOME	$ 4,394,717	$ 5,737,263	$ 16,897,341	$ 16,046,732

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Condensed Statements Of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011
Cash flows from operating activities:
Cash received from royalties and rents	$ 22,559,309		$ 17,964,950
Cash paid to suppliers and employees	(2,739,685)		(2,386,888)
Interest received	38,048		13,749
NET CASH PROVIDED BY OPERATING ACTIVITIES	19,857,672		15,591,811
Cash flows from investing activities:
U.S. Treasury securities purchased	(6,900,000)		(6,075,000)
U.S. Treasury securities matured	3,650,000		4,275,000
Expenditures for building and equipment	0		(18,685)
NET CASH USED IN INVESTING ACTIVITIES	(3,250,000)		(1,818,685)
Cash flows from financing activities:
Distributions paid	(16,500,000)		(13,500,000)
NET CASH USED IN FINANCING ACTIVITIES	(16,500,000)		(13,500,000)
Net increase in cash and cash equivalents	107,672		273,126
Cash and cash equivalents at beginning of year	750,947	[1]	668,310
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30	$ 858,619		$ 941,436

[1] The balance sheet at December 31, 2011, 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.

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Condensed Balance Sheets (Parenthetical)	Sep. 30, 2012	Dec. 31, 2011
Condensed Balance Sheets [Abstract]
Beneficiaries' equity - authorized	1,500,000	1,500,000
Beneficiaries' equity - outstanding	1,500,000	1,500,000

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Pension Plan (Summary Of Net Periodic Pension Cost) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Pension Plan [Abstract]
Service cost	$ 76,699	$ 69,911	$ 230,099	$ 209,735
Interest cost	80,549	79,965	241,648	239,895
Expected return on assets	(112,117)	(108,397)	(336,352)	(325,193)
Amortization of net loss	123,098	76,587	369,293	229,761
Amortization of prior service cost	4,367	4,367	13,102	13,102
Net periodic pension cost	$ 172,596	$ 122,433	$ 517,790	$ 367,300

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Document And Entity Information	9 Months Ended
	Sep. 30, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	gni
Entity Registrant Name	GREAT NORTHERN IRON ORE PROPERTIES
Entity Central Index Key	0000043410
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	1,500,000

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Beneficiaries' Equity (Details) (USD $)	Sep. 30, 2012
Beneficiaries' Equity [Abstract]
Attorneys' fees and expenses	$ 1,024,834
Costs of surface lands	6,606,815
Cumulative shipment credits	(2,367,288)
Cumulative asset disposition credits	(372,124)
Principal Charges account balance	$ 4,892,237

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Condensed Statements Of Income (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
REVENUES
Royalties	$ 5,178,144		$ 6,473,243		$ 19,483,824		$ 18,431,116
Interest and other income	45,251		21,192		98,962		84,050
TOTAL REVENUES	5,223,395		6,494,435		19,582,786		18,515,166
Costs and expenses	(956,143)		(838,126)		(3,067,840)		(2,711,297)
NET INCOME	$ 4,267,252		$ 5,656,309		$ 16,514,946		$ 15,803,869
Weighted-average shares outstanding	1,500,000		1,500,000		1,500,000		1,500,000
BASIC & DILUTED EARNINGS PER SHARE	$ 2.84		$ 3.77		$ 11.01		$ 10.54
Distributions declared per share	$ 3.50	[1]	$ 4.00	[2]	$ 8.75	[3]	$ 9.25	[4]

[1] $3.50 declared 9/7/2012 payable 10/31/2012

[2] $4.00 declared 9/16/2011 paid 10/31/2011

[3] $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 payable 10/31/2012

[4] $2.25 declared 3/10/2011 paid 4/29/2011 plus $3.00 declared 6/10/2011 paid 7/29/2011 plus $4.00 declared 9/16/2011 paid 10/31/2011

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Securities (Tables)

9 Months Ended

Sep. 30, 2012

Securities [Abstract]

Summary Of Securities

	Current				Noncurrent
	Sept. 30, 2012		Dec. 31, 2011		Sept. 30, 2012		Dec. 31, 2011
Aggregate fair value	$	9,323,581	$	5,094,703	$	3,764,826	$	4,755,809
Gross unrealized holding gains		-6,748		-4,929		-912		-12,995
Gross unrealized holding losses		42		857		838		1,192
Amortized cost basis		9,316,875		5,090,631		3,764,752		4,744,006
Accrued interest		15,758		17,676		9,854		15,066
Amounts shown on balance sheets	$	9,332,633	$	5,108,307	$	3,774,606	$	4,759,072

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Beneficiaries' Equity

9 Months Ended

Sep. 30, 2012

Beneficiaries' Equity [Abstract]

Beneficiaries' Equity

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 as of September 30, 2012:

Attorneys' fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		-2,367,288
Cumulative asset disposition credits		-372,124
Principal Charges account balance	$	4,892,237

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.

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Securities (Details) (USD $)					9 Months Ended
	Sep. 30, 2012 Current [Member]	Dec. 31, 2011 Current [Member]	Sep. 30, 2012 Noncurrent [Member]	Dec. 31, 2011 Noncurrent [Member]	Sep. 30, 2012 Maximum [Member]	Sep. 30, 2012 Minimum [Member]
Schedule of Held-to-maturity Securities [Line Items]
Aggregate fair value	$ 9,323,581	$ 5,094,703	$ 3,764,826	$ 4,755,809
Gross unrealized holding gains	(6,748)	(4,929)	(912)	(12,995)
Gross unrealized holding losses	42	857	838	1,192
Amortized cost basis	9,316,875	5,090,631	3,764,752	4,744,006
Accrued interest	15,758	17,676	9,854	15,066
Amounts shown on balance sheets	$ 9,332,633	$ 5,108,307	$ 3,774,606	$ 4,759,072
Noncurrent assets maturity range					3 years	1 year

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Pension Plan (Tables)

9 Months Ended

Sep. 30, 2012

Pension Plan [Abstract]

Summary Of Net Periodic Pension Cost

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2012		2011		2012		2011
Service cost	$	76,699	$	69,911	$	230,099	$	209,735
Interest cost		80,549		79,965		241,648		239,895
Expected return on assets		-112,117		-108,397		-336,352		-325,193
Amortization of net loss		123,098		76,587		369,293		229,761
Amortization of prior service cost		4,367		4,367		13,102		13,102
Net periodic pension cost	$	172,596	$	122,433	$	517,790	$	367,300

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Beneficiaries' Equity (Tables)

9 Months Ended

Sep. 30, 2012

Beneficiaries' Equity [Abstract]

Schedule Of Principal Charges

Attorneys' fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		-2,367,288
Cumulative asset disposition credits		-372,124
Principal Charges account balance	$	4,892,237

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Pension Plan (Narrative) (Details) (USD $)	0 Months Ended
	Aug. 03, 2012
Pension Plan [Abstract]
Actuarially recommended contribution	$ 799,918

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Condensed Statements Of Income (Parenthetical) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Distributions declared per share	$ 3.50	[1]	$ 4.00	[2]	$ 8.75	[3]	$ 9.25	[4]
Three Months Ended Quarter 3, 2012 [Member]
Distributions declared per share	$ 3.50
Dividends declared date					Sep. 07, 2012
Dividends payable date					Oct. 31, 2012
Three Months Ended Quarter 3, 2011 [Member]
Distributions declared per share			$ 4.00
Dividends declared date					Sep. 16, 2011
Dividends payable date					Oct. 31, 2011
Nine Months Ended Quarter 3, 2012, Dividend 1 [Member]
Distributions declared per share					$ 2.25
Dividends declared date					Mar. 09, 2012
Dividends payable date					Apr. 30, 2012
Nine Months Ended Quarter 3, 2012, Dividend 2 [Member]
Distributions declared per share					$ 3.00
Dividends declared date					Jun. 06, 2012
Dividends payable date					Jul. 31, 2012
Nine Months Ended Quarter 3, 2012, Dividend 3 [Member]
Distributions declared per share					$ 3.50
Dividends declared date					Sep. 07, 2012
Dividends payable date					Oct. 31, 2012
Nine Months Ended Quarter 3, 2011, Dividend 1 [Member]
Distributions declared per share							$ 2.25
Dividends declared date					Mar. 10, 2011
Dividends payable date					Apr. 29, 2011
Nine Months Ended Quarter 3, 2011, Dividend 2 [Member]
Distributions declared per share							$ 3.00
Dividends declared date					Jun. 10, 2011
Dividends payable date					Jul. 29, 2011
Nine Months Ended Quarter 3, 2011, Dividend 3 [Member]
Distributions declared per share							$ 4.00
Dividends declared date					Sep. 16, 2011
Dividends payable date					Oct. 31, 2011

[1] $3.50 declared 9/7/2012 payable 10/31/2012

[2] $4.00 declared 9/16/2011 paid 10/31/2011

[3] $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 payable 10/31/2012

[4] $2.25 declared 3/10/2011 paid 4/29/2011 plus $3.00 declared 6/10/2011 paid 7/29/2011 plus $4.00 declared 9/16/2011 paid 10/31/2011

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Pension Plan

9 Months Ended

Sep. 30, 2012

Pension Plan [Abstract]

Pension Plan

Note 3 – PENSION PLAN

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

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2012		2011		2012		2011
Service cost	$	76,699	$	69,911	$	230,099	$	209,735
Interest cost		80,549		79,965		241,648		239,895
Expected return on assets		-112,117		-108,397		-336,352		-325,193
Amortization of net loss		123,098		76,587		369,293		229,761
Amortization of prior service cost		4,367		4,367		13,102		13,102
Net periodic pension cost	$	172,596	$	122,433	$	517,790	$	367,300

The plan's annual actuarial valuation was performed as of the plan's fiscal year-end March 31. The actuarially recommended contribution to the pension plan for 2012 was $799,918, which contribution was made on August 3, 2012.