10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended March 31, 2012

Or

☐   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	(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)

(651) 224-2385

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

Yes ☒     No ☐

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

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

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

Number of shares of beneficial interest outstanding on March 31, 2012: 1,500,000

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED BALANCE SHEETS

	March 31,		December 31,
	2012		2011
ASSETS	(Unaudited)		(Note)
CURRENT ASSETS
Cash and cash equivalents	$	589,334	$	750,947
United States Treasury securities		4,033,859		5,108,307
Royalties receivable		6,730,314		7,912,289
Prepaid expenses		72,641		2,110
TOTAL CURRENT ASSETS		11,426,148		13,773,653
NONCURRENT ASSETS
United States Treasury securities		4,862,481		4,759,072
PROPERTIES
Mineral and surface lands		39,479,708		39,479,708
Less: Allowances for accumulated depletion and amortization		-37,375,777		-37,201,777
		2,103,931		2,277,931
Building and equipment		316,816		316,816
Less: Allowances for accumulated depreciation		-221,020		-212,560
		95,796		104,256
TOTAL PROPERTIES		2,199,727		2,382,187
TOTAL ASSETS	$	18,488,356	$	20,914,912
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	185,622	$	128,856
Distributions		3,375,000		8,625,000
TOTAL CURRENT LIABILITIES		3,560,622		8,753,856
NONCURRENT LIABILITIES
Deferred compensation		209,600		209,600
Liability for pension benefits		1,687,245		1,642,113
TOTAL NONCURRENT LIABILITIES		1,896,845		1,851,713
TOTAL LIABILITIES		5,457,467		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		15,346,421		12,752,340
Accumulated other comprehensive loss		-2,315,532		-2,442,997
TOTAL BENEFICIARIES’ EQUITY		13,030,889		10,309,343
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	18,488,356	$	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.

-1-

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended
	March 31
	2012			2011
REVENUES
Royalties	$	7,000,188		$	5,414,676
Interest and other income		30,357			34,218
		7,030,545			5,448,894
Costs and expenses		-1,061,464			-954,202
NET INCOME	$	5,969,081		$	4,494,692
Weighted-average shares outstanding		1,500,000			1,500,000
BASIC AND DILUTED EARNINGS PER SHARE	$	3.98		$	3.00
Distributions declared per share	$	2.25	(1)	$	2.25	(2)

(1)	$2.25	declared	3/9/2012
		payable	4/30/2012
(2)	$2.25	declared	3/10/2011
		paid	4/29/2011

See notes to condensed financial statements.

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
	March 31
	2012		2011
NET INCOME	$	5,969,081	$	4,494,692
Other comprehensive income:
Defined benefit pension plan:
Amortization of prior service cost included in net periodic pension cost		4,367		4,367
Amortization of net loss included in net periodic pension cost		123,098		76,587
Total other comprehensive income		127,465		80,954
TOTAL COMPREHENSIVE INCOME	$	6,096,546	$	4,575,646

See notes to condensed financial statements.

-2-

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31
	2012		2011
Cash flows from operating activities:
Cash received from royalties and rents	$	8,203,545	$	5,986,493
Cash paid to suppliers and employees		-720,172		-711,907
Interest and related premium/discount received (paid)		5,014		-4,028
NET CASH PROVIDED BY OPERATING ACTIVITIES		7,488,387		5,270,558
Cash flows from investing activities:
United States Treasury securities purchased		-1,625,000		-1,525,000
United States Treasury securities matured		2,600,000		1,750,000
NET CASH PROVIDED BY INVESTING ACTIVITIES		975,000		225,000
Cash flows from financing activities:
Distributions paid		-8,625,000		-5,625,000
NET CASH USED IN FINANCING ACTIVITIES		-8,625,000		-5,625,000
Net decrease in cash and cash equivalents		-161,613		-129,442
Cash and cash equivalents at beginning of year		750,947		668,310
CASH AND CASH EQUIVALENTS AT MARCH 31	$	589,334	$	538,868

See notes to condensed financial statements.

-3-

GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Periods of Three Months ended March 31, 2012 and March 31, 2011

Note 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with 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 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 a summary of the securities as of the periods stated:

	Current				Noncurrent
	March 31, 2012		Dec. 31, 2011		March 31, 2012		Dec. 31, 2011
Aggregate fair value	$	4,026,724	$	5,094,703	$	4,850,535	$	4,755,809
Gross unrealized holding gains		-7,486		-4,929		-4,517		-12,995
Gross unrealized holding losses		32		857		5,950		1,192
Amortized cost basis		4,019,270		5,090,631		4,851,968		4,744,006
Accrued interest		14,589		17,676		10,513		15,066
Amounts shown on balance sheets	$	4,033,859	$	5,108,307	$	4,862,481	$	4,759,072

-4-

Note 3 – PENSION PLAN

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

	2012		2011
Service cost	$	76,700	$	69,912
Interest cost		80,549		79,965
Expected return on assets		–112,117		–108,398
Amortization of net loss		123,098		76,587
Amortization of prior service cost		4,367		4,367
Net periodic pension cost	$	172,597	$	122,433

The Trust had previously disclosed in its Annual Report as of December 31, 2011, that the next contribution to the plan for 2012 is estimated to approximate $570,000, subject to the plan’s annual actuarial valuation performed as of the plan’s fiscal year-end, March 31. No additional updated information is available at this time.

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 March 31, 2012:

Attorneys’ fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		–2,320,314
Cumulative asset disposition credits		–372,124
Principal Charges account balance	$	4,939,211

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.

-5-

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

Periods of Three Months ended March 31, 2012 and March 31, 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.

-6-

Results of Operations:

Royalties increased $1,585,512 during the three months ended March 31, 2012, as compared to the same period in 2011, due mainly to greater taconite shipments from our Trust lands and a higher overall average earned royalty rate caused by escalation of producer price indices.

Interest and other income decreased $3,861 during the three months ended March 31, 2012, as compared to the same period in 2011, due mainly to reduced yields on the Trust’s investments.

Costs and expenses increased $107,262 during the three months ended March 31, 2012, as compared to the same period 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 March 9, 2012, the Trustees declared a distribution of $2.25 per share, amounting to $3,375,000 payable April 30, 2012, to certificate holders of record at the close of business on March 30, 2012. At their meeting held on March 10, 2011, the Trustees declared a distribution of $2.25 per share, amounting to $3,375,000 paid on April 29, 2011, to certificate holders of record at the close of business on March 31, 2011. 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 July 2012 to certificate holders of record on June 29, 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

-7-

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

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)

-8-

- 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.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	April 26, 2012	By	/s/  Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief Executive Officer
Date	April 26, 2012	By	/s/  Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

-10-

QUARTERLY REPORT ON FORM 10-Q

EXHIBIT INDEX

QUARTER ENDED:     MARCH 31, 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.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:	April 26, 2012
	Joseph S. Micallef President of the Trustees and Chief 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:	April 26, 2012
	Thomas A. Janochoski Vice President & Secretary and Chief Financial 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 March 31, 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	April 26, 2012	By	/s/  Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief 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 March 31, 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	April 26, 2012	By	/s/  Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial 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.

XML

Pension Plan

3 Months Ended

Mar. 31, 2012

Pension Plan [Abstract]

Pension Plan

Note 3 – PENSION PLAN

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

	2012		2011
Service cost	$	76,700	$	69,912
Interest cost		80,549		79,965
Expected return on assets		–112,117		–108,398
Amortization of net loss		123,098		76,587
Amortization of prior service cost		4,367		4,367
Net periodic pension cost	$	172,597	$	122,433

The Trust had previously disclosed in its Annual Report as of December 31, 2011, that the next contribution to the plan for 2012 is estimated to approximate $570,000, subject to the plan's annual actuarial valuation performed as of the plan's fiscal year-end, March 31. No additional updated information is available at this time.

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Securities

3 Months Ended

Mar. 31, 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 a summary of the securities as of the periods stated:

	Current				Noncurrent
	March 31, 2012		Dec. 31, 2011		March 31, 2012		Dec. 31, 2011
Aggregate fair value	$	4,026,724	$	5,094,703	$	4,850,535	$	4,755,809
Gross unrealized holding gains		-7,486		-4,929		-4,517		-12,995
Gross unrealized holding losses		32		857		5,950		1,192
Amortized cost basis		4,019,270		5,090,631		4,851,968		4,744,006
Accrued interest		14,589		17,676		10,513		15,066
Amounts shown on balance sheets	$	4,033,859	$	5,108,307	$	4,862,481	$	4,759,072

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Condensed Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 589,334	$ 750,947
United States Treasury securities	4,033,859	5,108,307
Royalties receivable	6,730,314	7,912,289
Prepaid expenses	72,641	2,110
TOTAL CURRENT ASSETS	11,426,148	13,773,653
NONCURRENT ASSETS
United States Treasury securities	4,862,481	4,759,072
PROPERTIES
Mineral and surface lands	39,479,708	39,479,708
Less: Allowances for accumulated depletion and amortization	(37,375,777)	(37,201,777)
Subtotal	2,103,931	2,277,931
Building and equipment	316,816	316,816
Less: Allowances for accumulated depreciation	(221,020)	(212,560)
Subtotal	95,796	104,256
TOTAL PROPERTIES	2,199,727	2,382,187
TOTAL ASSETS	18,488,356	20,914,912
LIABILITIES AND BENEFICIARIES' EQUITY
Accounts payable and accrued expenses	185,622	128,856
Distributions	3,375,000	8,625,000
TOTAL CURRENT LIABILITIES	3,560,622	8,753,856
NONCURRENT LIABILITIES
Deferred compensation	209,600	209,600
Liability for pension benefits	1,687,245	1,642,113
TOTAL NONCURRENT LIABILITIES	1,896,845	1,851,713
TOTAL LIABILITIES	5,457,467	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	15,346,421	12,752,340
Accumulated other comprehensive loss	(2,315,532)	(2,442,997)
TOTAL BENEFICIARIES' EQUITY	13,030,889	10,309,343
TOTAL LIABILITIES AND BENEFICIARIES' EQUITY	$ 18,488,356	$ 20,914,912

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Condensed Statements Of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Cash received from royalties and rents	$ 8,203,545	$ 5,986,493
Cash paid to suppliers and employees	(720,172)	(711,907)
Interest and related premium/discount received (paid)	5,014	(4,028)
NET CASH PROVIDED BY OPERATING ACTIVITIES	7,488,387	5,270,558
Cash flows from investing activities:
United States Treasury securities purchased	(1,625,000)	(1,525,000)
United States Treasury securities matured	2,600,000	1,750,000
NET CASH PROVIDED BY INVESTING ACTIVITIES	975,000	225,000
Cash flows from financing activities:
Distributions paid	(8,625,000)	(5,625,000)
NET CASH USED IN FINANCING ACTIVITIES	(8,625,000)	(5,625,000)
Net decrease in cash and cash equivalents	(161,613)	(129,442)
Cash and cash equivalents at beginning of year	750,947	668,310
CASH AND CASH EQUIVALENTS AT MARCH 31	$ 589,334	$ 538,868

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Basis Of Presentation

3 Months Ended

Mar. 31, 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 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 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 (Parenthetical)	Mar. 31, 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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Document And Entity Information	3 Months Ended
	Mar. 31, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
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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Condensed Statements Of Income (USD $)	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
REVENUES
Royalties	$ 7,000,188		$ 5,414,676
Interest and other income	30,357		34,218
TOTAL REVENUES	7,030,545		5,448,894
Costs and expenses	(1,061,464)		(954,202)
NET INCOME	$ 5,969,081		$ 4,494,692
Weighted-average shares outstanding	1,500,000		1,500,000
BASIC AND DILUTED EARNINGS PER SHARE	$ 3.98		$ 3.00
Distributions declared per share	$ 2.25	[1]	$ 2.25	[2]

[1] $2.25 declared 3/9/2012 payable 4/30/2012

[2] $2.25 declared 3/10/2011 paid 4/29/2011

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Condensed Statements Of Comprehensive Income (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Statements Of Comprehensive Income [Abstract]
NET INCOME	$ 5,969,081	$ 4,494,692
Other comprehensive income:
Amortization of prior service cost included in net periodic pension cost	4,367	4,367
Amortization of net loss included in net periodic pension cost	123,098	76,587
Total other comprehensive income	127,465	80,954
TOTAL COMPREHENSIVE INCOME	$ 6,096,546	$ 4,575,646

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Beneficiaries' Equity

3 Months Ended

Mar. 31, 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 March 31, 2012:

Attorneys' fees and expenses	$	1,024,834
Costs of surface lands		6,606,815
Cumulative shipment credits		–2,320,314
Cumulative asset disposition credits		–372,124
Principal Charges account balance	$	4,939,211

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.