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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012

OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

Commission file number 1-8033

Permian Basin Royalty Trust

(Exact Name of Registrant as Specified in the Permian Basin Royalty Trust Indenture)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Texas                                                          |  | 75-6280532                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

U.S. Trust, Bank of America

Private Wealth Management

Trust Department

P.O. Box
830650

Dallas, Texas 75202

(Address of Principal Executive Offices; Zip Code)

(Registrants Telephone Number,
Including Area Code)

(214) 209-2400

Securities Registered pursuant to section 12(b) of the Act:



|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Each Class          |  | Name of Each Exchange on Which Registered
|Units of Beneficial Interest |  | New York Stock Exchange                  

Securities Registered pursuant to section 12(g) of the Act:

None

Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ        No  
 ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈        No  þ

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  þ        No  
 ̈

Indicate by check mark whether the registrant has submitted electronically and posted on 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                                               |  |                           |  |                             
|-------------------------- |  | --------------------------------------------- |  | ------------------------- |  | ----------------------------
|Large accelerated filer  þ |  | Accelerated filer  
 ̈                         |  | Non-accelerated filer  
 ̈ |  | Smaller reporting company   ̈
|                           |  | (Do not check if a 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  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently completed second fiscal quarter was $826,840,041.04.

At February 15, 2013, there were 46,608,796 Units of Beneficial Interest of the Trust outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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FORWARD LOOKING INFORMATION

Certain information included in this report contains, and other materials filed or to be filed by the Trust with the Securities and Exchange
Commission (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward looking statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward looking statements may be or may concern, among other things, capital expenditures, drilling activity, development activities, production efforts and
volumes, hydrocarbon prices and the results thereof, and regulatory matters. Although the Trustee believes that the expectations reflected in such forward looking statements are reasonable, such expectations are subject to numerous risks and
uncertainties and the Trustee can give no assurance that they will prove correct. There are many factors, none of which is within the Trustees control, that may cause such expectations not to be realized, including, among other things, factors
such as actual oil and gas prices and the recoverability of reserves, capital expenditures, general economic conditions, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets and the
factors identified under Item 1A, Risk Factors. Such forward looking statements generally are accompanied by words such as estimate, expect, anticipate, goal, should,
assume, believe, or other words that convey the uncertainty of future events or outcomes.



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TABLE OF CONTENTS



|                                                                   |  |                                                                                             |    |  |    | 
|------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I                                                             | 
|Item 1.                                                            |  | Business                                                                                    |    |  | 1  | 
|Item 1A.                                                           |  | Risk Factors                                                                                |    |  | 3  | 
|Item 1B.                                                           |  | Unresolved Staff Comments                                                                   |    |  | 6  | 
|Item 2.                                                            |  | Properties                                                                                  |    |  | 7  | 
|Item 3.                                                            |  | Legal Proceedings                                                                           |    |  | 16 | 
|Item 4.                                                            |  | Mine Safety Disclosures                                                                     |    |  | 16 | 
|                                                                  
|PART II                                                            | 
|Item 5.                                                            |  | Market for Units of the Trust, Related Security Holder Matters and Trust Purchases of Units |    |  | 17 | 
|Item 6.                                                            |  | Selected Financial Data                                                                     |    |  | 17 | 
|Item 7.                                                            |  | Managements Discussion and Analysis of Financial Condition and Results of Operation        |    |  | 19 | 
|Item 7A.                                                           |  | Quantitative and Qualitative Disclosures about Market Risk                                  |    |  | 23 | 
|Item 8.                                                            |  | Financial Statements and Supplementary Data                                                 |    |  | 24 | 
|Item 9.                                                            |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure        |    |  | 34 | 
|Item 9A.                                                           |  | Controls and Procedures                                                                     |    |  | 34 | 
|Item 9B.                                                           |  | Other Information                                                                           |    |  | 36 | 
|                                                                   | 
|PART III                                                           |  |                                                                                             |    | 
|Item 10.                                                           |  | Directors, Executive Officers and Corporate Governance of the Registrant                    |    |  | 36 | 
|Item 11.                                                           |  | Executive Compensation                                                                      |    |  | 36 | 
|Item 12.                                                           |  | Security Ownership of Certain Beneficial Owners and Management                              |    |  | 37 | 
|Item 13.                                                           |  | Certain Relationships and Related Transactions                                              |    |  | 37 | 
|Item 14.                                                           |  | Principal Accounting Fees and Services                                                      |    |  | 37 | 
|                                                                   | 
|PART IV                                                            |  |                                                                                             |    | 
|Item 15.                                                           |  | Exhibits, Financial Statement Schedules                                                     |    |  | 38 | 
|SIGNATURE                                                          |  |                                                                                             | 40 | 
|INDEX TO EXHIBITS                                                  |  |                                                                                             | 41 | 
|Consent of Cawley, Gillespie & Associates, Inc.                    |  |                                                                                             |    | 
|Certification Required by Rule 13a-14(a)/15d-14(a)                 |  |                                                                                             |    | 
|Certification Required by Rule 13a-14(b)/15d-14(b) and Section 906 |  |                                                                                             |    | 
|Report of Cawley, Gillespie & Associates, Inc.                     |  |                                                                                             |    | 



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PART I



|Item 1. | Business
|------- | --------

The Permian
Basin Royalty Trust (the Trust) is an express trust created under the laws of the state of Texas by the Permian Basin Royalty Trust Indenture (the Trust Indenture) entered into on November 3, 1980, between Southland
Royalty Company (Southland Royalty) and The First National Bank of Fort Worth, as Trustee. Bank of America Private Wealth Management, a banking association organized under the laws of the United States, as the successor of The First
National Bank of Fort Worth, is now the Trustee of the Trust. In 2007, the Bank of America private wealth management group officially became known as U.S. Trust, Bank of America Private Wealth Management. The legal entity that serves as
Trustee of the Trust did not change, and references in this Form 10-K to U.S. Trust, Bank of America Private Wealth Management shall describe the legal entity Bank of America, N.A. The principal office of the Trust (sometimes referred to herein as
the Registrant) is located at 901 Main Street, Dallas, Texas (telephone number (214) 209-2400).

On October 23,
1980, the stockholders of Southland Royalty approved and authorized that companys conveyance of net overriding royalty interests (equivalent to net profits interests) to the Trust for the benefit of the stockholders of Southland Royalty of
record at the close of business on the date of the conveyance consisting of a 75% net overriding royalty interest carved out of that companys fee mineral interests in the Waddell Ranch properties in Crane County, Texas and a 95% net overriding
royalty interest carved out of that companys major producing royalty properties in Texas. The conveyance of these interests (the Royalties) was made on November 3, 1980, effective as to production from and after
November 1, 1980 at 7:00 a.m. The properties and interests from which the Royalties were carved and which the Royalties now burden are collectively referred to herein as the Underlying Properties. The Underlying Properties are more
particularly described under Item 2. Properties herein.

The function of the Trustee is to collect the income attributable
to the Royalties, to pay all expenses and charges of the Trust, and then to distribute the remaining available income to the Unit holders. The Trust is not empowered to carry on any business activity and has no employees, all administrative
functions being performed by the Trustee.

The Royalties constitute the principal asset of the Trust and the beneficial interests in the
Royalties are divided into that number of Units of Beneficial Interest (the Units) of the Trust equal to the number of shares of the common stock of Southland Royalty outstanding as of the close of business on November 3, 1980. Each
stockholder of Southland Royalty of record at the close of business on November 3, 1980, received one Unit for each share of the common stock of Southland Royalty then held.

In 1985, Southland Royalty became a wholly-owned subsidiary of Burlington Northern Inc. (BNI). In 1988, BNI transferred its natural
resource operations to Burlington Resources Inc. (BRI) as a result of which Southland Royalty became a wholly-owned indirect subsidiary of BRI. As a result of this transfer, Meridian Oil Inc., a Delaware corporation (MOI),
which was the parent company of Southland Royalty, became a wholly owned direct subsidiary of BRI. Effective January 1, 1996, Southland Royalty was merged with and into MOI. As a result of this merger, the separate corporate existence of
Southland Royalty ceased and MOI survived and succeeded to the ownership of all of the assets of Southland Royalty and assumed all of its rights, powers, privileges, liabilities and obligations. Effective July 11, 1996, MOI changed its name to
Burlington Resources Oil & Gas Company, now Burlington Oil & Gas Company LP (BROG). Any reference to BROG hereafter for periods prior to the occurrence of the aforementioned name change or merger should, as applicable,
be construed to be a reference to MOI or Southland Royalty. Further, BROG notified the Trust that, on February 14, 1997, the Texas Royalty properties (as defined herein on page 8) that are subject to the Net Overriding Royalty Conveyance dated
November 1, 1980 (the Texas Royalty Conveyance), were sold to Riverhill Energy Corporation (Riverhill Energy) of Midland, Texas. Effective March 31, 2006, ConocoPhillips acquired BRI pursuant to a merger between BRI
and a wholly-owned subsidiary of ConocoPhillips. As a result of this acquisition, BRI and BROG are both wholly-owned subsidiaries of ConocoPhillips.

The term net proceeds is used in the above described conveyance and means the excess of gross proceeds received by BROG during a particular period over production costs for such
period. Gross proceeds means the amount received by BROG (or any subsequent owner of the Underlying Properties) from the sale of the production attributable to the Underlying Properties, subject to certain adjustments. Production
costs means, generally, costs incurred on an accrual basis in operating the Underlying Properties, including both capital and non-capital costs; for example, development drilling, production and processing costs, applicable taxes, and
operating charges. If production costs exceed gross proceeds in any month, the excess is recovered out of future gross proceeds prior to the making of further payment to the Trust, but the Trust is not liable for any production costs or liabilities
attributable to these properties and interests or the minerals produced therefrom. If at any time the Trust receives more than the amount due from the Royalties, it shall not be obligated to return such overpayment, but the amounts payable to it for
any subsequent period shall be reduced by such overpaid amount, plus interest, at a rate specified in the conveyance.



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To the extent it has the legal right to do so, BROG is responsible for marketing the production from
such properties and interests, either under existing sales contracts or under future arrangements at the best prices and on the best terms it shall deem reasonably obtainable in the circumstances. BROG also has the obligation to maintain books and
records sufficient to determine the amounts payable to the Trustee. BROG, however, can sell its interests in the Underlying Properties.

Proceeds from production in the first month are generally received by BROG in the second month, the net proceeds attributable to the Royalties are
paid by BROG to the Trustee in the third month and distribution by the Trustee to the Unit holders is made in the fourth month. The identity of Unit holders entitled to a distribution will generally be determined as of the last business day of each
calendar month (the monthly record date). The amount of each monthly distribution will generally be determined and announced ten days before the monthly record date. Unit holders of record as of the monthly record date will be entitled
to receive the calculated monthly distribution amount for each month on or before ten business days after the monthly record date. The aggregate monthly distribution amount is the excess of (i) net revenues from the Trust properties, plus any
decrease in cash reserves previously established for contingent liabilities and any other cash receipts of the Trust over (ii) the expenses and payments of liabilities of the Trust plus any net increase in cash reserves for contingent
liabilities.

Cash held by the Trustee as a reserve for liabilities or contingencies (which reserves may be established by the Trustee
in its discretion) or pending distribution is placed, at the Trustees discretion, in obligations issued by (or unconditionally guaranteed by) the United States or any agency thereof, repurchase agreements secured by obligations issued by the
United States or any agency thereof, or certificates of deposit of banks having a capital surplus and undivided profits in excess of $50,000,000, subject, in each case, to certain other qualifying conditions.

The income to the Trust attributable to the Royalties is not subject in material respects to seasonal factors nor in any manner related to or
dependent upon patents, licenses, franchises or concessions. The Trust conducts no research activities. The Trust has no employees since all administrative functions are performed by the Trustee.

BROG has advised the Trustee that it believes that comparable revenues could be obtained in the event of a change in purchasers of production.

Website/SEC Filings

Our
Internet address ishttp://www.pbt-permianbasintrust.com. You can review, free of charge, the filings the Trust has made with respect to its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. We shall post these reports to our Internet address as soon as reasonably practicable after we electronically
file them with, or furnish them to, the SEC.

Widely Held Fixed Investment Trust Reporting Information

Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain
joint owners, and brokers holding an interest for a customer in street name, collectively referred to herein as middlemen). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust
(WHFIT) for U.S. federal income tax purposes. U.S. Trust, Bank of America Private Wealth Management, EIN: 56-0906609, 901 Main Street, 17th Floor, Dallas, Texas 75202, telephone number (214) 209-2400, email address
trustee@pbt-permianbasintrust.com, is the representative of the Trust that will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. Tax information
is also posted by the Trustee at www.pbt-permianbasintrust.com. Notwithstanding the foregoing, the middlemen holding Trust Units on behalf of Unit holders, and not the Trustee of the Trust, are solely responsible for complying with the
information reporting requirements under the U.S. Treasury Regulations with respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written tax statements. Unit holders whose Trust Units are held by middlemen should consult
with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units.



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|Item 1A. | Risk Factors
|-------- | ------------

Crude oil and natural
gas prices are volatile and fluctuate in response to a number of factors; Lower prices could reduce the net proceeds payable to the Trust and Trust distributions.

The Trusts monthly distributions are highly dependent upon the prices realized from the sale of crude oil and natural gas and a material decrease in such prices could reduce the amount of cash distributions
paid to Unit holders. Crude oil and natural gas prices can fluctuate widely on a month-to-month basis in response to a variety of factors that are beyond the control of the Trust. Factors that contribute to price fluctuation include, among others:



| |  |  | political conditions in major oil producing regions, especially in the Middle East;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | worldwide economic conditions;
| | - |  | ------------------------------



| |  |  | weather conditions;
| | - |  | -------------------



| |  |  | the supply and price of domestic and foreign crude oil or natural gas;
| | - |  | ----------------------------------------------------------------------



| |  |  | the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the level of consumer demand;
| | - |  | -----------------------------



| |  |  | the price and availability of alternative fuels;
| | - |  | ------------------------------------------------



| |  |  | the proximity to, and capacity of, transportation facilities;
| | - |  | -------------------------------------------------------------



| |  |  | the effect of worldwide energy conservation measures; and
| | - |  | ---------------------------------------------------------



| |  |  | the nature and extent of governmental regulation and taxation.
| | - |  | --------------------------------------------------------------

When crude oil and natural gas prices decline, the Trust is affected in two ways. First, net income from the Royalties is reduced. Second, exploration and development activity on the Underlying Properties may
decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to Unit holders.

Increased production and development costs attributable to the Royalties will result in decreased Trust distributions unless revenues also increase.

Production and development costs attributable to the Royalties are deducted in the calculation of the Trusts share of net
proceeds. Accordingly, higher or lower production and development costs will directly decrease or increase the amount received by the Trust from the Royalties. Production and development costs are impacted by increases in commodity prices, both
directly, through commodity price dependent costs, such as electricity, and indirectly, as a result of demand driven increases in costs of oilfield goods and services. For example, the costs of electricity that will be included in production and
development costs deducted in calculating the Trusts share of 2013 net proceeds could increase compared to the electrical costs incurred during 2012 if higher fuel surcharges are charged by the third party electricity provider in response
to any increased costs of natural gas consumed to generate the electricity. These increased costs could reduce the Trusts share of 2013 net proceeds below the level that would exist if such costs remained at the level experienced in 2012.
If production and development costs attributable to the Royalties exceed the gross proceeds related to production from the Underlying Properties, the Trust will not receive net proceeds until future proceeds from production exceed the total of the
excess costs plus accrued interest during the deficit period. Development activities may not generate sufficient additional proceeds to repay the costs.

Trust reserve estimates depend on many assumptions that may prove to be inaccurate, which could cause both estimated reserves and estimated future net revenues
to be too high, leading to write-downs of estimated reserves.

The value of the Units will depend upon, among other things, the
reserves attributable to the Royalties from the Underlying Properties. The calculations of proved reserves and estimating reserves is inherently uncertain. In addition, the estimates of future net revenues are based upon various assumptions
regarding future production levels, prices and costs that may prove to be incorrect over time.

The accuracy of any reserve estimate is
a function of the quality of available data, engineering interpretation and judgment and the assumptions used regarding the quantities of recoverable crude oil and natural gas and the future prices of crude oil and natural gas. Petroleum engineers
consider many factors and make many assumptions in estimating reserves. Those factors and assumptions include:



| |  |  | historical production from the area compared with production rates from similar producing areas;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the effects of governmental regulation;
| | - |  | ---------------------------------------



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| |  |  | assumptions about future commodity prices, production and development costs, taxes, and capital expenditures;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the availability of enhanced recovery techniques; and
| | - |  | -----------------------------------------------------



| |  |  | relationships with landowners, working interest partners, pipeline companies and others.
| | - |  | ----------------------------------------------------------------------------------------

Changes in any of these factors and assumptions can materially change reserve and future net revenue estimates. The Trusts estimate of
reserves and future net revenues is further complicated because the Trust holds an interest in net overriding royalties and does not own a specific percentage of the crude oil or natural gas reserves. Ultimately, actual production, revenues and
expenditures for the Underlying Properties, and therefore actual net proceeds payable to the Trust, will vary from estimates and those variations could be material. Results of drilling, testing and production after the date of those estimates may
require substantial downward revisions or write-downs of reserves.

The assets of the Trust are depleting assets and, if BROG and the other operators
developing the Underlying Properties do not perform additional development projects, the assets may deplete faster than expected. Eventually, the assets of the Trust will cease to produce in commercial quantities and the Trust will cease to receive
proceeds from such assets. In addition, a reduction in depletion tax benefits may reduce the market value of the Units.

The net
proceeds payable to the Trust are derived from the sale of depleting assets. The reduction in proved reserve quantities is a common measure of depletion. Future maintenance and development projects on the Underlying Properties will affect the
quantity of proved reserves and can offset the reduction in proved reserves. The timing and size of these projects will depend on the market prices of crude oil and natural gas. If the operators developing the Underlying Properties, including BROG,
do not implement additional maintenance and development projects, the future rate of production decline of proved reserves may be higher than the rate currently expected by the Trust.

Because the net proceeds payable to the Trust are derived from the sale of depleting assets, the portion of distributions to Unit holders
attributable to depletion may be considered a return of capital as opposed to a return on investment. Distributions that are a return of capital will ultimately diminish the depletion tax benefits available to the Unit holders, which could reduce
the market value of the Units over time. Eventually, the Royalties will cease to produce in commercial quantities and the Trust will, therefore, cease to receive any distributions of net proceeds therefrom.

Future royalty income may be subject to risks relating to the creditworthiness of third parties.

The Trust does not lend money and has limited ability to borrow money, which the Trustee believes limits the Trusts risk from the current
tightening of credit markets. The Trusts future royalty income, however, may be subject to risks relating to the creditworthiness of the operators of the Underlying Properties and other purchasers of the crude oil and natural gas produced from
the Underlying Properties, as well as risks associated with fluctuations in the price of crude oil and natural gas.

The market price for the Units
may not reflect the value of the royalty interests held by the Trust.

The public trading price for the Units tends to be tied to the
recent and expected levels of cash distribution on the Units. The amounts available for distribution by the Trust vary in response to numerous factors outside the control of the Trust, including prevailing prices for crude oil and natural gas
produced from the Royalties. The market price is not necessarily indicative of the value that the Trust would realize if it sold those Royalties to a third party buyer. In addition, such market price is not necessarily reflective of the fact that
since the assets of the Trust are depleting assets, a portion of each cash distribution paid on the Units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. There is no guarantee
that distributions made to a Unit holder over the life of these depleting assets will equal or exceed the purchase price paid by the Unit holder.

Operational risks and hazards associated with the development of the Underlying Properties may decrease Trust distributions.

There are operational risks and hazards associated with the production and transportation of crude oil and natural gas, including without limitation
natural disasters, blowouts, explosions, fires, leakage of crude oil or natural gas, releases of other hazardous materials, mechanical failures, cratering, and pollution. Any of these or similar occurrences could result in the interruption or
cessation of operations, personal injury or loss of life, property damage, damage to productive formations or equipment, or damage to the environment or natural resources, or cleanup obligations. The operation of oil and gas properties is also
subject to various laws and regulations. Non-compliance with such laws and regulations could subject the operator to additional costs, sanctions or liabilities. The uninsured costs resulting from any of these or similar occurrences could be deducted
as a cost of production in calculating the net proceeds payable to the Trust and would therefore reduce Trust distributions by the amount of such uninsured costs.



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As oil and gas production from the Waddell Ranch properties is processed through a single facility,
future distributions from those properties may be particularly susceptible to such risks. A partial or complete shut down of operations at that facility could disrupt the flow of royalty payments to the Trust and, accordingly, the Trusts
distributions to its Unit holders. In addition, although BROG is the operator of record of the properties burdened by the Waddell Ranch overriding royalty interests, none of the Trustee, the Unit holders or BROG has an operating interest in the
properties burdened by the Texas Royalty properties (as defined herein on page 8) overriding royalty interests. As a result, these parties are not in a position to eliminate or mitigate the above or similar occurrences with respect to such
properties and may not become aware of such occurrences prior to any reduction in Trust distributions which may result therefrom.

Terrorism and
continued hostilities in the Middle East could decrease Trust distributions or the market price of the Units.

Terrorist attacks and
the threat of terrorist attacks, whether domestic or foreign, as well as the military or other actions taken in response, cause instability in the global financial and energy markets. Terrorism and sustained military campaigns could adversely affect
Trust distributions or the market price of the Units in unpredictable ways, including through the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which
the operators developing the Underlying Properties rely could be a direct target or an indirect casualty of an act of terror.

Unit holders and the
Trustee have no influence over the operations on, or future development of, the Underlying Properties.

Neither the Trustee nor the
Unit holders can influence or control the operations on, or future development of, the Underlying Properties. The failure of an operator to conduct its operations, discharge its obligations, deal with regulatory agencies or comply with laws, rules
and regulations, including environmental laws and regulations, in a proper manner could have an adverse effect on the net proceeds payable to the Trust. The current operators developing the Underlying Properties are under no obligation to continue
operations on the Underlying Properties. Neither the Trustee nor the Unit holders have the right to replace an operator.

The operators developing
the Texas Royalty properties have no duty to protect the interests of the Unit holders and do not have sole discretion regarding development activities on the Underlying Properties.

Under the terms of a typical operating agreement relating to oil and gas properties, the operator owes a duty to working interest owners to conduct
its operations on the properties in a good and workmanlike manner and in accordance with its best judgment of what a prudent operator would do under the same or similar circumstances. BROG is the operator of record of the Waddell Ranch overriding
royalty interests and in such capacity owes the Trust a contractual duty under the conveyance agreement for that overriding royalty interest to operate the Waddell Ranch properties in good faith and in accordance with a prudent operator standard.
The operators of the properties burdened by the Texas Royalty properties overriding royalty interests, however, have no contractual or fiduciary duty to protect the interests of the Trust or the Unit holders other than indirectly through its
duty of prudent operations to the unaffiliated owners of the working interests in those properties.

In addition, even if an operator,
including BROG in the case of the Waddell Ranch properties (as defined herein on page 8), concludes that a particular development operation is prudent on a property, it may be unable to undertake such activity unless it is approved by the requisite
approval of the working interest owners of such properties (typically the owners of at least a majority of the working interests). Even if the Trust concludes that such activities in respect of any of its overriding royalty interests would be in its
best interests, it has no right to cause those activities to be undertaken.

The operator developing any Underlying Property may transfer its
interest in the property without the consent of the Trust or the Unit holders.

Any operator developing any of the Underlying
Properties may at any time transfer all or part of its interest in the Underlying Properties to another party. Neither the Trust nor the Unit holders are entitled to vote on any transfer of the properties underlying the Royalties, and the Trust will
not receive any proceeds of any such transfer. Following any transfer, the transferred property will continue to be subject to the Royalties, but the net proceeds from the transferred property will be calculated separately and paid by the
transferee. The transferee will be responsible for all of the transferors obligations relating to calculating, reporting and paying to the Trust the Royalties from the transferred property, and the transferor will have no continuing obligation
to the Trust for that property.



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The operator developing any Underlying Property may abandon the property, thereby terminating the Royalties payable
to the Trust.

The operators developing the Underlying Properties, or any transferee thereof, may abandon any well or property
without the consent of the Trust or the Unit holders if they reasonably believe that the well or property can no longer produce in commercially economic quantities. This could result in the termination of the Royalties relating to the abandoned well
or property.

The Royalties can be sold and the Trust would be terminated.

The Trustee must sell the Royalties if the holders of 75% or more of the Units approve the sale or vote to terminate the Trust. The Trustee must
also sell the Royalties if they fail to generate net revenue for the Trust of at least $1,000,000 per year over any consecutive two-year period. Sale of all of the Royalties will terminate the Trust. The net proceeds of any sale will be
distributed to the Unit holders. The sale of the remaining Royalties and the termination of the Trust will be taxable events to the Unit holders. Generally, a Unit holder will realize gain or loss equal to the difference between the amount realized
on the sale and termination of the Trust and his adjusted basis in such Units. Gain or loss realized by a Unit holder who is not a dealer with respect to such Units and who has a holding period for the Units of more than one year will be treated as
long-term capital gain or loss except to the extent of any depletion recapture amount, which must be treated as ordinary income. Other federal and state tax issues concerning the Trust are discussed under Note 4 and Note 7 to the Trusts
financial statements, which are included herein. Each Unit holder should consult his own tax advisor regarding Trust tax compliance matters, including federal and state tax implications concerning the sale of the Royalties and the termination of the
Trust.

Unit holders have limited voting rights and have limited ability to enforce the Trusts rights against the current or future operators
developing the Underlying Properties.

The voting rights of a Unit holder are more limited than those of stockholders of most public
corporations. For example, there is no requirement for annual meetings of Unit holders or for an annual or other periodic re-election of the Trustee.

The Trust indenture and related trust law permit the Trustee and the Trust to sue BROG, Riverhill Energy Corporation or any other future operators developing the Underlying Properties to compel them to fulfill the
terms of the conveyance of the Royalties. If the Trustee does not take appropriate action to enforce provisions of the conveyance, the recourse of the Unit holders would likely be limited to bringing a lawsuit against the Trustee to compel the
Trustee to take specified actions. Unit holders probably would not be able to sue BROG, Riverhill Energy Corporation or any other future operators developing the Underlying Properties.

Financial information of the Trust is not prepared in accordance with GAAP.

The financial
statements of the Trust are prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States, or GAAP. Although this basis of accounting is
permitted for royalty trusts by the U.S. Securities and Exchange Commission, the financial statements of the Trust differ from GAAP financial statements because revenues are not accrued in the month of production and cash reserves may be
established for specified contingencies and deducted which could not be accrued in GAAP financial statements.

The limited liability of the Unit
holders is uncertain.

The Unit holders are not protected from the liabilities of the Trust to the same extent that a shareholder
would be protected from a corporations liabilities. The structure of the Trust does not include the interposition of a limited liability entity such as a corporation or limited partnership which would provide further limited liability
protection to Unit holders. While the Trustee is liable for any excess liabilities incurred if the Trustee fails to insure that such liabilities are to be satisfied only out of Trust assets, under the laws of Texas, which are unsettled on this
point, a holder of Units may be jointly and severally liable for any liability of the Trust if the satisfaction of such liability was not contractually limited to the assets of the Trust and the assets of the Trust and the Trustee are not adequate
to satisfy such liability. As a result, Unit holders may be exposed to personal liability.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

The Trust has not received any written comments from the Securities and Exchange Commission staff regarding its periodic or current reports under
the Act not less than 180 days before December 31, 2012, which comments remain unresolved.



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|Item 2. | Properties
|------- | ----------

The net
overriding royalties conveyed to the Trust (the Royalties) include: (1) a 75% net overriding royalty carved out of Southland Royaltys fee mineral interests in the Waddell Ranch in Crane County, Texas (the Waddell Ranch
properties); and (2) a 95% net overriding royalty carved out of Southland Royaltys major producing royalty interests in Texas (the Texas Royalty properties). The interests out of which the Trusts net overriding
royalty interests were carved were in all cases less than 100%. The Trusts net overriding royalty interests represent burdens against the properties in favor of the Trust without regard to ownership of the properties from which the overriding
royalty interests were carved. The net overriding royalty for the Texas Royalty properties is subject to the provisions of the lease agreements under which such royalties were created. References below to net wells and acres are to the
interests of BROG (from which the Royalties were carved) in the gross wells and acres.

A production index for oil and gas
properties is the number of years derived by dividing remaining reserves by current production. The production index for the Trust properties based on the reserve report prepared by independent petroleum engineers as of December 31, 2012, is
approximately 12.6 years.

The following information under this Item 2 is based upon data and information, including audited
computation statements, furnished to the Trustee by BROG and Riverhill Energy.

PRODUCING ACREAGE, WELLS AND DRILLING

Waddell Ranch Properties.    The net profits/overriding royalty interest in the Waddell Ranch properties is the largest
asset of the Trust. The mineral interests in the Waddell Ranch, from which such net royalty interests are carved, vary from 37.5% (Trust net interest) to 50% (Trust net interest) in 78,715 gross (34,205 net) producing acres. A majority of the proved
reserves are attributable to six fields: Dune, Sand Hills (Judkins), Sand Hills (McKnight), Sand Hills (Tubb), University-Waddell (Devonian) and Waddell. At December 31, 2012, the Waddell Ranch properties contained 889 gross (400 net)
productive oil wells, 64 gross (30 net) productive gas wells and 177 gross (506 net) injection wells.

BROG is operator of record of the
Waddell Ranch properties. All field, technical and accounting operations have been contracted by agreements between the working interest owners and Schlumberger Integrated Project Management (IPM) and Riverhill Capital Corporation (Riverhill
Capital), but remain under the direction of BROG.

Six major fields on the Waddell Ranch properties account for more than 80% of
the total production. In the six fields, there are 12 producing zones ranging in depth from 2,800 to 10,600 feet. Most prolific of these zones are the Grayburg and San Andres, which produce from depths between 2,800 and 3,400 feet. Also productive
from the San Andres are the Sand Hills (Judkins) gas field and the Sand Hills (McKnight) oil field, the Dune (Grayburg/San Andres) oil field, and the Waddell (Grayburg/San Andres) oil field.

The Dune and Waddell oil fields are productive from both the Grayburg and San Andres formations. The Sand Hills (Tubb) oil fields produce from the
Tubb formation at depths averaging 4,300 feet, and the University Waddell (Devonian) oil field is productive from the Devonian formation between 8,400 and 9,200 feet.

The Waddell Ranch properties are mature producing properties, and all of the major oil fields are currently being waterflooded for the purpose of facilitating enhanced recovery. Proved reserves and estimated future
net revenues attributable to the properties are included in the reserve reports summarized below. BROG does not own the full working interest in any of the tracts constituting the Waddell Ranch properties and, therefore, implementation of any
development programs will require approvals of other working interest holders as well as BROG. In addition, implementation of any development programs will be dependent upon oil and gas prices currently being received and anticipated to be received
in the future. There were 2 (gross) drill wells completed on the Waddell Ranch properties during 2012. At December 31, 2012, there were 3 horizontal drill wells yet to be completed, no workovers in progress and 49 completed workover wells on
the Waddell Ranch properties. In addition, a waterflood expansion project undertaken during 2012 on the Waddell Ranch properties included 2 new drill producing wells, 1 new drill injector well, 7 new conversion wells, 5 producing workover wells and
5 injector well workovers completed by December 31, 2012. There were 4 gross wells drilled and completed on the Waddell Ranch properties during 2011. At December 31, 2011 there were no drill wells and 13 workovers in progress on the
Waddell Ranch properties. There was 1 gross well drilled and completed on the Waddell Ranch properties during 2010. At December 31, 2010 there were 4 drill wells and 5 workovers in progress on the Waddell Ranch properties.

BROG has advised the Trustee that the total amount of capital expenditures for 2012 with regard to the Waddell Ranch properties totaled $65.8
million (gross). Capital expenditures include the cost of remedial and maintenance activities. This amount spent is approximately $9.1 million less than the budgeted amount projected by BROG for 2012.



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BROG has advised the Trustee that the capital expenditures budget for 2013 totals approximately $93.9
million, of which approximately $35.5 million (gross) is attributable to the 2013 drilling program, $36 million (gross) to workovers and recompletions, and $15.4 million (gross) to facilities. The remaining $7 million is attributable to final
completion of the projects included in the 2012 budget. Accordingly, there is a 28% increase in capital expenditures for 2013 as compared with the 2012 capital expenditures. The major reason for the variance is the increase in the number of planned
capital recompletions, addition of a drilling program, an increased level of facility work and the remaining completion of the water flood and horizontal drilling program from the 2012 budget. There will be 24 vertical wells ($17.4 million net), 48
recompletions ($16.6 million net), facilities and base capital project costs of $6.7 million (net) and carryover costs of $2.7 million (net) in 2013 for the completion of projects included in the 2012 budget as compared to 5 new drill wells, 1
injector well, 1 waterflood expansion project and 49 completed workover wells in 2012.

Texas Royalty
Properties.    The Texas Royalty properties consist of royalty interests in mature producing oil fields, such as Yates, Wasson, Sand Hills, East Texas, Kelly-Snyder, Panhandle Regular, N. Cowden, Todd, Keystone, Kermit,
McElroy, Howard-Glasscock, Seminole and others located in 33 counties across Texas. The Texas Royalty properties consist of approximately 125 separate royalty interests containing approximately 303,000 gross (approximately 51,000 net) producing
acres. Approximately 41% of the future net revenues discounted at 10% attributable to Texas Royalty properties are located in the Wasson and Yates fields. Detailed information concerning the number of wells on royalty properties is not generally
available to the owners of royalty interests. Consequently, an accurate count of the number of wells located on the Texas Royalty properties cannot readily be obtained.

In February 1997, BROG sold its interests in the Texas Royalty properties that are subject to the Net Overriding Royalty Conveyance to the Trust dated effective November 1, 1980 (Texas Royalty
Conveyance) to Riverhill Energy Corporation (Riverhill Energy), which was then a wholly-owned subsidiary of Riverhill Capital and an affiliate of Coastal Management Corporation (CMC). At the time of such sale, Riverhill
Capital was a privately owned Texas corporation with offices in Bryan and Midland, Texas. The Trustee was informed by BROG that, as required by the Texas Royalty Conveyance, Riverhill Energy succeeded to all of the requirements upon, and the
responsibilities of BROG under, the Texas Royalty Conveyance with regard to the Texas Royalty properties. BROG and Riverhill Energy further advised the Trustee that all accounting operations pertaining to the Texas Royalty properties were being
performed by Riverhill Energy.

The Trustee has been advised that, effective April 1, 1998, Schlumberger Technology Corporation
(STC) acquired all of the shares of stock of Riverhill Capital. Prior to the acquisition by STC, CMC and Riverhill Energy were wholly-owned subsidiaries of Riverhill Capital. The Trustee has further been advised, in accordance with the
STC acquisition of Riverhill Capital, the shareholders of Riverhill Capital acquired ownership of all shares of stock of Riverhill Energy. Effective January 1, 2001 CMC merged into STC. Thus, the ownership in the Texas Royalty properties
remained in Riverhill Energy.

The Trustee has been advised that as of May 1, 2000, the accounting operations pertaining to the
Texas Royalty properties were transferred from STC to Riverhill Energy. As of January 1, 2012, ConocoPhillips assumed all field, technical and accounting operations, on behalf of BROG, with regard to the Waddell Ranch properties. ConcoPhillips
currently provides summary reporting of monthly results for the Waddell Ranch properties.

Well Count and Acreage
Summary.    The following table shows as of December 31, 2012, the gross and net producing wells and acres for the BROG interests. The net wells and acres are determined by multiplying the gross wells or acres by the
BROG interests owners working interest in the wells or acres. Similar information is not available for the Riverhill Energy interests. There is no undeveloped acreage on the Waddell Ranch properties.



|               |  |                 |       |  |       |  |     |       |  |  |        |  |  |  |        | 
|-------------- |  | --------------- | ----- |  | ----- |  | --- | ----- |  |  | ------ |  |  |  | ------ | 
|               |  | Number of Wells |       |  | Acres | 
|               |  | Gross           |       |  | Net   |  |     | Gross |  |  | Net    | 
|BROG Interests |  |                 | 1,130 |  |       |  | 506 |       |  |  | 76,922 |  |  |  | 33,246 | 



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OIL AND GAS PRODUCTION

The Trust recognizes production during the month in which the related distribution is received. Production of oil and gas attributable to the Royalties and the Underlying Properties, the related average sales
prices and the average production cost per unit of production attributable to the Underlying Properties for the three years ended December 31, 2012, excluding portions attributable to the adjustments discussed below, were as follows:



|                        |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|----------------------- |  | ------------------------ | --------- |  | ------------------------ | - | --------- | ----- |  | - | --------- |  |  | ---- | ------- |  | ---- | - | ------- | ---- |  | - | ------- |  |  | ---- | --------- |  |  | - | --------- |  |  | - | --------- | 
|                        |  | Waddell Ranch Properties |           |  | Texas Royalty Properties |   |           | Total | 
|                        |  | 2012                     |           |  | 2011                     |   |           | 2010  |  |   | 2012      |  |  | 2011 |         |  | 2010 |   |         | 2012 |  |   | 2011    |  |  | 2010 |          
|Royalties:              |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Production              |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Oil (barrels)           |  |                          | 205,377   |  |                          |   | 293,983   |       |  |   | 369,392   |  |  |      | 311,066 |  |      |   | 277,315 |      |  |   | 280,410 |  |  |      | 516,443   |  |  |   | 571,298   |  |  |   | 649,802   | 
|Gas (Mcf)               |  |                          | 1,111,166 |  |                          |   | 1,762,003 |       |  |   | 2,456,261 |  |  |      | 443,408 |  |      |   | 410,151 |      |  |   | 458,162 |  |  |      | 1,554,574 |  |  |   | 2,172,154 |  |  |   | 2,914,423 | 
|Underlying Properties:  |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Production              |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Oil (barrels)           |  |                          | 716,439   |  |                          |   | 639,963   |       |  |   | 705,266   |  |  |      | 327,436 |  |      |   | 311,698 |      |  |   | 314,118 |  |  |      | 1,043,875 |  |  |   | 951,661   |  |  |   | 1,019,384 | 
|Gas (Mcf)               |  |                          | 3,733,630 |  |                          |   | 3,830,913 |       |  |   | 4,715,917 |  |  |      | 467,800 |  |      |   | 462,179 |      |  |   | 513,901 |  |  |      | 4,201,430 |  |  |   | 4,293,092 |  |  |   | 5,229,918 | 
|Average Sales Price     |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Oil/barrel              |  | $                        | 94.49     |  |                          | $ | 88.41     |       |  | $ | 73.30     |  |  | $    | 91.48   |  |      | $ | 89.11   |      |  | $ | 74.02   |  |  | $    | 92.68     |  |  | $ | 88.75     |  |  | $ | 73.61     | 
|Gas/Mcf                 |  |                          | 6.32      |  |                          |   | 7.43      |       |  |   | 6.63      |  |  |      | 8.90    |  |      |   | 10.38   |      |  |   | 8.87    |  |  |      | 7.05      |  |  |   | 7.98      |  |  |   | 6.98      | 
|Average Production Cost |  |                          |           |  |                          |   |           |       |  |   |           |  |  |      |         |  |      |   |         |      |  |   |         |  |  |      |           |  |  |   |           |  |  |   |           | 
|Oil/barrel              |  | $                        | 25.74     |  |                          | $ | 24.22     |       |  | $ | 20.09     |  |  | $    | 8.04    |  |      | $ | 8.59    |      |  | $ | 6.49    |  |  | $    | 20.19     |  |  | $ | 19.10     |  |  | $ | 15.88     | 
|Gas/Mcf                 |  |                          | 1.66      |  |                          |   | 2.08      |       |  |   | 1.89      |  |  |      | .75     |  |      |   | 1.18    |      |  |   | .98     |  |  |      | 1.56      |  |  |   | 1.98      |  |  |   | 1.80      | 

Since the oil and gas sales attributable to the Royalties are based on an allocation formula that is dependent on
such factors as price and cost (including capital expenditures), production amounts do not necessarily provide a meaningful comparison.

Waddell Ranch properties lease operating expense for 2012 was $20,605,025 (gross) and $15,453,769 (net). The lease operating expense increased 5.4%
from 2011 to 2012 primarily because of increased prices, unusually high amount of road repairs and transition costs. Waddell Ranch lifting cost on a barrel of oil equivalent (BOE) basis was $20.30/bbl as compared to $13.85 in 2011 and $11.56 in
2010.

PRICING INFORMATION

Reference is made to the caption entitled Regulation for information as to federal regulation of prices of natural gas. The following paragraphs provide information regarding sales of oil and gas from
the Waddell Ranch properties. As a royalty owner, Riverhill Energy is not furnished detailed information regarding sales of oil and gas from the Texas Royalty properties.

Oil.    The Trustee has been advised by BROG that since June 2006, the oil from the Waddell Ranch has been marketed by ConocoPhillips by soliciting bids from third parties
on an outright sale basis of production listed in bid packages.

Gas.    The gas produced from the
Waddell Ranch properties is processed through a natural gas processing plant and sold at the tailgate of the plant. Plant products are marketed by Burlington Resources Trading Inc., an indirect subsidiary of BRI. The processor of the gas (Warren
Petroleum Company, L.P.) receives 15% of the liquids and residue gas as a fee for gathering, compression, treating and processing the gas.

OIL AND GAS RESERVES

The
following are definitions adopted by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board which are applicable to terms used within this Item:

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be
estimated with reasonable certainty to be economically producible  from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations  prior to the time at which
contracts providing the right to operate expire, unless evidence indicates that renewal is



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reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be
reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved
includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to
contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on
fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable
certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential
exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable
certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not
limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project
in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable
certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved
for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices
and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic
average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves are reserves of any category that can be expected to be recovered (i) through existing wells
with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of
the reserves estimate if the extraction is by means not involving a well.

Estimated future net revenues are computed
by applying average prices during the 12-month period prior to fiscal year-end determined as an unweighted arithmetic average of the first-day-of-the- month benchmark price for each month within such period, unless prices are defined by contractual
arrangements, excluding escalations based upon future conditions to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be
incurred in developing and producing the proved reserves, and assuming continuation of existing economic conditions. Estimated future net revenues are sometimes referred to herein as estimated future net cash flows.

Present value of estimated future net revenues is computed using the estimated future net revenues and a discount factor of 10%.

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically
producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the
production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is
required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas
that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.



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(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan
has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such
techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in 17 CFR 210.4-10(a)(2), or by other evidence using reliable technology establishing reasonable certainty.

The process of estimating oil and gas reserves is complex and requires significant judgment. As a result, the Trustee has developed internal
policies and controls for estimating reserves. As described above, the Trust does not have information that would be available to a company with oil and gas operations because detailed information is not generally available to owners of royalty
interests. The Trustee gathers production information (which information is net to the Trusts interests in the Underlying Properties) and provides such information to Cawley, Gillespie & Associates, Inc., who extrapolates from such
information estimates of the reserves attributable to the Underlying Properties based on its expertise in the oil and gas fields where the Underlying Properties are situated, as well as publicly available information. The Trusts policies
regarding reserve estimates require proved reserves to be in compliance with the SEC definitions and guidance.

The independent
petroleum engineers reports as to the proved oil and gas reserves attributable to the Royalties conveyed to the Trust were obtained from Cawley, Gillespie & Associates, Inc. Cawley, Gillespie & Associates, Inc. has been in
business since 1973 when the petroleum consulting firm Keller & Augustson merged with the petroleum consulting firm Cawley, Harrington & Gillespie. The primary business of Cawley, Gillespie & Associates, Inc. is the
estimation and evaluation of petroleum reserves. Kenneth J. Mueller, has been employed by Cawley, Gillespie & Associates, Inc. since 1996. Mr. Mueller attended Texas A&M University from 1975 to 1979, graduating with a Bachelor of
Science degree, Summa Cum Laude, in Petroleum Engineering in 1979, and has in excess of fifteen years experience in oil and gas reserves studies and evaluations. Mr. Mueller is a licensed professional engineer with the Texas Board of
Professional Engineers and a member of the Texas Society of Professional Engineers.

Cawley, Gillespie & Associates,
Inc.s reports are attached as exhibits to this Form 10-K. The following table presents a reconciliation of proved reserve quantities from January 1, 2010 through December 31, 2012 (in thousands):



|                                             |  |                         |       |   |                         |  |        |           |  |  |          |   |  |           |       |   |          |  |       |   |  |  |        |  
|-------------------------------------------- |  | ----------------------- | ----- | - | ----------------------- |  | ------ | --------- |  |  | -------- | - |  | --------- | ----- | - | -------- |  | ----- | - |  |  | ------ | -
|                                             |  | Waddell RanchProperties |       |   | Texas RoyaltyProperties |  |        | Total     | 
|                                             |  | Oil(Bbls)               |       |   | Gas(Mcf)                |  |        | Oil(Bbls) |  |  | Gas(Mcf) |   |  | Oil(Bbls) |       |   | Gas(Mcf) | 
|January 1, 2010                              |  |                         | 2,349 |   |                         |  | 13,165 |           |  |  | 3,146    |   |  |           | 5,237 |   |          |  | 5,495 |   |  |  | 18,402 |  
|Extensions, discoveries, and other additions |  |                         | 121   |   |                         |  | 236    |           |  |  |         |   |  |           |      |   |          |  | 121   |   |  |  | 236    |  
|Revisions of previous estimates              |  |                         | 876   |   |                         |  | 5,947  |           |  |  | 335      |   |  |           | 789   |   |          |  | 1,211 |   |  |  | 6,736  |  
|Production                                   |  |                         | (369  | ) |                         |  | (2,456 | )         |  |  | (280     | ) |  |           | (458  | ) |          |  | (649  | ) |  |  | (2,914 | )
|                                             |  |                         |       |   |                         |  |        |           |  |  |          |   |  |           |       |   |          |  |       |   |  |  |        |  
|December 31, 2010                            |  |                         | 2,977 |   |                         |  | 16,892 |           |  |  | 3,201    |   |  |           | 5,568 |   |          |  | 6,178 |   |  |  | 22,460 |  
|Extensions, discoveries, and other additions |  |                         | 213   |   |                         |  | 1,956  |           |  |  |         |   |  |           |      |   |          |  | 213   |   |  |  | 1,956  |  
|Revisions of previous estimates              |  |                         | 237   |   |                         |  | (415   | )         |  |  | 175      |   |  |           | (431  | ) |          |  | 412   |   |  |  | (846   | )
|Production                                   |  |                         | (324  | ) |                         |  | (1,942 | )         |  |  | (277     | ) |  |           | (410  | ) |          |  | (601  | ) |  |  | (2,352 | )
|                                             |  |                         |       |   |                         |  |        |           |  |  |          |   |  |           |       |   |          |  |       |   |  |  |        |  
|December 31, 2011                            |  |                         | 3,103 |   |                         |  | 16,491 |           |  |  | 3,099    |   |  |           | 4,727 |   |          |  | 6,202 |   |  |  | 21,218 |  
|Extensions, discoveries, and other additions |  |                         | 294   |   |                         |  | 1,424  |           |  |  |         |   |  |           |      |   |          |  | 294   |   |  |  | 1,424  |  
|Revisions of previous estimates              |  |                         | (36   | ) |                         |  | (1,960 | )         |  |  | 468      |   |  |           | (882  | ) |          |  | 432   |   |  |  | (2,842 | )
|Production                                   |  |                         | (205  | ) |                         |  | (1,104 | )         |  |  | (294     | ) |  |           | (420  | ) |          |  | (499  | ) |  |  | (1,524 | )
|December 31, 2012                            |  |                         | 3,156 |   |                         |  | 14,851 |           |  |  | 3,273    |   |  |           | 3,425 |   |          |  | 6,429 |   |  |  | 18,276 |  
|                                             |  |                         |       |   |                         |  |        |           |  |  |          |   |  |           |       |   |          |  |       |   |  |  |        |  



11



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##### Table of Contents

Estimated quantities of proved reserves and net cash flow as of December 31, 2012 are as follows:



|                               |  |                         |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|------------------------------ |  | ----------------------- | ----- |  | -------- |  | ------ | --------------- |  | - | --------------------- |  |  | - | ------- | 
|                               |  | Waddell RanchProperties |      
|                               |  | Oil(Mstb)               |       |  | Gas(Mcf) |  |        | NetCash Flow,M$ |  |   | 10% Disc.Cash Flow,M$ | 
|Proved Developed Producing     |  |                         | 2,544 |  |          |  | 12,146 |                 |  | $ | 284,616               |  |  | $ | 180,571 | 
|Proved Developed Non-Producing |  |                         | 305   |  |          |  | 1,277  |                 |  | $ | 33,147                |  |  | $ | 11,410  | 
|                               |  |                         |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|Proved Developed               |  |                         | 2,849 |  |          |  | 13,423 |                 |  | $ | 317,763               |  |  | $ | 181,981 | 
|Proved Undeveloped             |  |                         | 307   |  |          |  | 1,428  |                 |  | $ | 34,193                |  |  | $ | 11,579  | 
|                               |  |                         |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|Total Proved                   |  |                         | 3,156 |  |          |  | 14,851 |                 |  | $ | 351,956               |  |  | $ | 203,560 | 
|                               |  |                         |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 



|                           |  |                         |       |  |          |  |       |                 |  |   |                       |  |  |   |         | 
|-------------------------- |  | ----------------------- | ----- |  | -------- |  | ----- | --------------- |  | - | --------------------- |  |  | - | ------- | 
|                           |  | Texas RoyaltyProperties |      
|                           |  | Oil(Mstb)               |       |  | Gas(Mcf) |  |       | NetCash Flow,M$ |  |   | 10% Disc.Cash Flow,M$ | 
|Proved Developed Producing |  |                         | 3,273 |  |          |  | 3,425 |                 |  | $ | 310,577               |  |  | $ | 150,500 | 
|Proved Developed           |  |                         | 3,273 |  |          |  | 3,425 |                 |  | $ | 310,577               |  |  | $ | 150,500 | 
|                           |  |                         |       |  |          |  |       |                 |  |   |                       |  |  |   |         | 
|Total Proved               |  |                         | 3,273 |  |          |  | 3,425 |                 |  | $ | 310,577               |  |  | $ | 150,500 | 
|                           |  |                         |       |  |          |  |       |                 |  |   |                       |  |  |   |         | 



|                               |  |                                                  |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|------------------------------ |  | ------------------------------------------------ | ----- |  | -------- |  | ------ | --------------- |  | - | --------------------- |  |  | - | ------- | 
|                               |  | Total Waddell Ranch Plus Texas
RoyaltyProperties |      
|                               |  | Oil(Mstb)                                        |       |  | Gas(Mcf) |  |        | NetCash Flow,M$ |  |   | 10% Disc.Cash Flow,M$ | 
|Proved Developed Producing     |  |                                                  | 5,817 |  |          |  | 15,591 |                 |  | $ | 595,183               |  |  | $ | 331,071 | 
|Proved Developed Non-Producing |  |                                                  | 305   |  |          |  | 1,277  |                 |  | $ | 33,147                |  |  | $ | 11,410  | 
|                               |  |                                                  |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|Proved Developed               |  |                                                  | 6,122 |  |          |  | 16,848 |                 |  | $ | 628,398               |  |  | $ | 343,481 | 
|Proved Undeveloped             |  |                                                  | 307   |  |          |  | 1,428  |                 |  | $ | 34,193                |  |  | $ | 11,579  | 
|                               |  |                                                  |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 
|Total Proved                   |  |                                                  | 6,429 |  |          |  | 18,276 |                 |  | $ | 662,533               |  |  | $ | 354,060 | 
|                               |  |                                                  |       |  |          |  |        |                 |  |   |                       |  |  |   |         | 

Estimated quantities of proved developed reserves of oil and gas as of the dates indicated were as follows (in
thousands):



|                           |  |              |       |  |          |  |        | 
|-------------------------- |  | ------------ | ----- |  | -------- |  | ------ | 
|                           |  | Oil(Barrels) |       |  | Gas(Mcf) | 
|Proved Developed Reserves: |  |              |       |  |          |  |        | 
|January 1, 2010            |  |              | 5,429 |  |          |  | 18,220 | 
|December 31, 2010          |  |              | 6,160 |  |          |  | 22,422 | 
|December 31, 2011          |  |              | 6,150 |  |          |  | 21,204 | 
|December 31, 2012          |  |              | 6,429 |  |          |  | 18,276 | 

The Financial Accounting Standards Board requires supplemental disclosures for oil and gas producers based on a
standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities. Under this disclosure, future cash inflows are computed by applying the average prices during the 12-month period prior to fiscal year-end,
determined as an unweighted arithmetic average of the first-day-of-the-month benchmark price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. Future price
changes are only considered to the extent provided by contractual arrangements in existence at year end. The standardized measure of discounted future net cash flows is achieved by using a discount rate of 10% a year to reflect the timing of future
cash flows relating to proved oil and gas reserves.

Estimates of proved oil and gas reserves are by their very nature imprecise.
Estimates of future net revenue attributable to proved reserves are sensitive to the unpredictable prices of oil and gas and other variables.



12



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##### Table of Contents

The 2012, 2011 and 2010 change in the standardized measure of discounted future net cash revenues
related to future royalty income from proved reserves attributable to the Royalties discounted at 10% is as follows (in thousands):



|                                             |  |                        |         |   |                         |   |         |       |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | ---------------------- | ------- | - | ----------------------- | - | ------- | ----- |  | - | ------- | - |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                             |  | Waddel RanchProperties |         |   | Texas RoyaltyProperties |   |         | Total | 
|                                             |  | 2012                   |         |   | 2011                    |   |         | 2010  |  |   | 2012    |   |  | 2011 |         |   | 2010 |   |         | 2012 |  |   | 2011    |   |  | 2010 |        
|January 1                                    |  | $                      | 226,740 |   |                         | $ | 192,014 |       |  | $ | 116,258 |   |  | $    | 153,621 |   |      | $ | 132,312 |      |  | $ | 94,949  |   |  | $    | 380,361 |   |  | $ | 324,326 |   |  | $ | 211,207 |  
|Extensions, discoveries, and other additions |  |                        | 11,054  |   |                         |   | 16,878  |       |  |   | 5,230   |   |  |      | 0       |   |      |   | 0       |      |  |   | 0       |   |  |      | 11,054  |   |  |   | 16,878  |   |  |   | 5,230   |  
|Accretion of discount                        |  |                        | 22,674  |   |                         |   | 19,201  |       |  |   | 11,626  |   |  |      | 15,362  |   |      |   | 13,231  |      |  |   | 9,495   |   |  |      | 38,036  |   |  |   | 32,432  |   |  |   | 21,121  |  
|Revisions of previous estimates and other    |  |                        | (31,229 | ) |                         |   | 35,508  |       |  |   | 100,396 |   |  |      | 10,969  |   |      |   | 35,799  |      |  |   | 51,637  |   |  |      | (20,260 | ) |  |   | 71,307  |   |  |   | 152,033 |  
|Royalty income                               |  |                        | (25,679 | ) |                         |   | (36,861 | )     |  |   | (41,496 | ) |  |      | (29,452 | ) |      |   | (27,721 | )    |  |   | (23,769 | ) |  |      | (55,131 | ) |  |   | (64,582 | ) |  |   | (65,265 | )
|                                             |  |                        |         |   |                         |   |         |       |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |   |  |   |         |  
|December 31                                  |  | $                      | 203,560 |   |                         | $ | 226,740 |       |  | $ | 192,014 |   |  | $    | 150,500 |   |      | $ | 153,621 |      |  | $ | 132,312 |   |  | $    | 354,060 |   |  | $ | 380,361 |   |  | $ | 324,326 |  
|                                             |  |                        |         |   |                         |   |         |       |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |   |  |   |         |  

Average oil and gas prices of $94.71 per barrel and $2.75 per Mcf were used to determine the estimated future net
revenues from both the Waddell Ranch properties and the Texas Royalty properties, respectively, at December 31, 2012. The downward revisions of both reserves and discounted future net cash flows for the Waddell Ranch properties and the Texas
Royalty properties are primarily due to increased capital expenditures and a decline in the price of gas offset by stronger pricing for oil.

Average oil and gas prices of $96.19 per barrel and $4.11 per Mcf were used to determine the estimated future net revenues from the Waddell Ranch properties and the Texas Royalty properties, respectively, at
December 31, 2011. The upward revisions of both reserves and discounted future net cash flows for the Waddell Ranch properties and the Texas Royalty properties were primarily due to stronger pricing for oil and gas.

Average oil and gas prices of $79.43 per barrel and $4.37 per Mcf were used to determine the estimated future net revenues from the Waddell Ranch
properties and the Texas Royalty properties, respectively, at December 31, 2010. The upward revisions of both reserves and discounted future net cash flows for the Waddell Ranch properties and the Texas Royalty properties were primarily due to
stronger pricing for oil and gas compared to 2009.

The following presents estimated future net revenue and the present value of
estimated future net revenue attributable to the Royalties, for each of the years ended December 31, 2012, 2011 and 2010 (in thousands):



|                         |  |                            |         |  |                    |   |         |                            |  |   |                    |  |  |                            |         |  |                    |   |         |  |  |   |         | 
|------------------------ |  | -------------------------- | ------- |  | ------------------ | - | ------- | -------------------------- |  | - | ------------------ |  |  | -------------------------- | ------- |  | ------------------ | - | ------- |  |  | - | ------- | 
|                         |  | 2012                       |         |  | 2011               |   |         | 2010                       | 
|                         |  | EstimatedFuture NetRevenue |         |  | PresentValue at10% |   |         | EstimatedFuture NetRevenue |  |   | PresentValue at10% |  |  | EstimatedFuture NetRevenue |         |  | PresentValue at10% |  
|Total Proved             |  |                            |         |  |                    |   |         |                            |  |   |                    |  |  |                            |         |  |                    |   |         |  |  |   |         | 
|Waddell Ranch properties |  | $                          | 351,956 |  |                    | $ | 203,560 |                            |  | $ | 388,025            |  |  | $                          | 226,740 |  |                    | $ | 319,363 |  |  | $ | 192,014 | 
|Texas Royalty properties |  |                            | 310,577 |  |                    |   | 150,500 |                            |  |   | 318,140            |  |  |                            | 153,621 |  |                    |   | 278,510 |  |  |   | 132,312 | 
|                         |  |                            |         |  |                    |   |         |                            |  |   |                    |  |  |                            |         |  |                    |   |         |  |  |   |         | 
|Total                    |  | $                          | 662,533 |  |                    | $ | 354,060 |                            |  | $ | 706,165            |  |  | $                          | 380,361 |  |                    | $ | 597,873 |  |  | $ | 324,326 | 
|                         |  |                            |         |  |                    |   |         |                            |  |   |                    |  |  |                            |         |  |                    |   |         |  |  |   |         | 

Reserve quantities and revenues shown in the preceding tables for the Royalties were estimated from projections of
reserves and revenue attributable to the combined BROG, River Hill Energy and Trust interests in the Waddell Ranch properties and Texas Royalty properties. Reserve quantities attributable to the Royalties were estimated by allocating to the
Royalties a portion of the total estimated net reserve quantities of the interests, based upon gross revenue less production taxes. Because the reserve quantities attributable to the Royalties are estimated using an allocation of the reserves, any
changes in prices or costs will result in changes in the estimated reserve quantities allocated to the Royalties. Therefore, the reserve quantities estimated will vary if different future price and cost assumptions occur.

Proved reserve quantities are estimates based on information available at the time of preparation and such estimates are subject to change as
additional information becomes available. The reserves actually recovered and the timing of production of those reserves may be substantially different from the original estimate. Moreover, the present values shown above should not be considered as
the market values of such oil and gas reserves or the costs that would be incurred to acquire equivalent reserves. A market value determination would include many additional factors.

Detailed information concerning the number of wells on royalty properties is not generally available to the owner of royalty interests.
Consequently, the Registrant does not have information that would be disclosed by a company with oil and gas operations, such as an accurate account of the number of wells located on the above royalty properties, the number of exploratory or
development wells drilled on the above royalty properties during the periods presented by this report, or the number of wells in process or other present activities on the above royalty properties, and the Registrant cannot readily obtain such
information.



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##### Table of Contents

REGULATION

Many aspects of the production, pricing, transportation and marketing of crude oil and natural gas are regulated by federal and state agencies. Legislation affecting the oil and gas industry is under constant
review for amendment or expansion, frequently increasing the regulatory burden on affected members of the industry.

Exploration and
production operations are subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells, maintaining bonding requirements in order to drill or operate wells, and
regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled and the plugging and abandonment of wells. Natural gas and oil operations are also subject to
various conservation laws and regulations that regulate the size of drilling and spacing units or proration units and the density of wells which may be drilled and unitization or pooling of oil and gas properties. In addition, state conservation
laws establish maximum allowable production from natural gas and oil wells, generally prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability of production. The effect of these regulations is to limit
the amounts of natural gas and oil that can be produced, potentially to raise prices, and to limit the number of wells or the locations which can be drilled.

Federal Natural Gas Regulation

The Federal Energy Regulatory Commission (the FERC)
is primarily responsible for federal regulation of natural gas. The interstate transportation and sale for resale of natural gas is subject to federal governmental regulation, including regulation of transportation and storage tariffs and various
other matters, by the FERC. On August 8, 2005, Congress enacted the Energy Policy Act of 2005. The Energy Policy Act, among other things, amended the Natural Gas Act to prohibit market manipulation by any entity, to direct the FERC to
facilitate market transparency in the market for sale or transportation of physical natural gas in interstate commerce, and to significantly increase the penalties for violations of the Natural Gas Act, the Natural Gas Policy Act of 1978, or the
FERC rules, regulations or orders thereunder. Wellhead sales of domestic natural gas are not subject to regulation. Consequently, sales of natural gas may be made at market prices, subject to applicable contract provisions.

Sales of natural gas are affected by the availability, terms and cost of transportation. The price and terms for access to pipeline transportation
remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and the FERC from 1985 to the present that affect the economics of natural gas production, transportation, and sales. In
addition, the FERC continues to promulgate revisions to various aspects of the rules and regulations affecting those segments of the natural gas industry, most notably interstate natural gas transmission companies, that remain subject to the
FERCs jurisdiction. These initiatives may also affect the intrastate transportation of gas under certain circumstances. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural
gas industry and these initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the rules and regulations issued by the FERC since 1985 cannot be predicted. In addition, many aspects of these
regulatory developments have not become final but are still pending judicial decisions and final decisions by the FERC.

New proposals
and proceedings that might affect the natural gas industry are considered from time to time by Congress, the FERC, state regulatory bodies and the courts. The Trust cannot predict when or if any such proposals might become effective, or their
effect, if any, on the Trust. The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach recently pursued by the FERC and Congress will continue.

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at market prices. Crude oil prices are affected by
a variety of factors. Since domestic crude price controls were lifted in 1981, the principal factors influencing the prices received by producers of domestic crude oil have been the pricing and production of the members of the Organization of
Petroleum Export Countries (OPEC).

On December 19, 2007, President Bush signed into law the Energy Independence &
Security Act of 2007 (PL 110 140). The EISA, among other things, prohibits market manipulation by any person in connection with the purchase or sale of crude oil, gasoline or petroleum distillates at wholesale in contravention of such rules and
regulations that the Federal Trade Commission may prescribe, directs the Federal Trade Commission to enforce the regulations, and establishes penalties for violations thereunder.

State Regulation

The various states regulate the production and sale of oil and natural gas,
including imposing requirements for obtaining drilling permits, the method of developing new fields, the spacing and operation of wells and the prevention of waste of oil and gas resources. The rates of production may be regulated and the maximum
daily production allowables from both oil and gas wells may be established on a market demand or conservation basis, or both.



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##### Table of Contents

Environmental Regulation

Companies in the oil and gas industry are subject to stringent and complex federal, state and local laws and regulations governing the health and safety aspects of oil and gas operations, the management and
discharge of materials into the environment, or otherwise relating to environmental protection. Those laws and regulations may impose numerous obligations that are applicable to the operations of the Underlying Properties, including the acquisition
of a permit before conducting drilling or underground injection activities; the restriction on the types, quantities and concentrations of materials that can be released into the environment; the limitation or prohibition of drilling activities on
certain lands lying within wilderness, wetlands and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from operations
including waste generation, air emissions, water discharges and current and historical waste disposal practices. Failure to comply with these laws and regulations may result in the assessment of administrative, civil or criminal penalties; the
imposition of investigatory or remedial obligations; and the issuance of injunctions limiting or preventing some or all of the operations. Under certain environmental laws and regulations, the operators of the Underlying Properties could also be
subject to joint and several, strict liability for the removal or remediation of previously released materials or property contamination, in either case, whether at a drill site or a waste disposal facility, regardless of whether the operators were
responsible for the release or contamination or if the operations were in compliance with all applicable laws at the time those actions were taken.

In addition, climate change is the subject of an important public policy debate and the basis for new legislation proposed by the United States Congress and certain states. Some states have adopted climate change
statutes and regulations. The United States Environmental Protection Agency (the EPA) issued greenhouse gas monitoring and reporting regulations that went into effect January 1, 2010, and required reporting by regulated facilities
by September 30, 2011 and annually thereafter. On November 30, 2010, the EPA published a final rule that sets forth reporting requirements for the petroleum and natural gas industry and requires persons that hold state drilling permits
that emit 25,000 metric tons or more of carbon dioxide equivalent per year to report annually carbon dioxide, methane and nitrous oxide emissions from certain sources beginning on March 31, 2012. The deadline for the petroleum and natural gas
industry sources to report their greenhouse gas emissions was extended to September of 2012.

Beyond measuring and reporting, the EPA
issued an Endangerment Finding under Section 202(a) of the Clean Air Act, concluding that greenhouse gas pollution threatens the public health and welfare of future generations. The EPA indicated that it will use data collected
through the reporting rules to decide whether to promulgate future greenhouse gas emission limits. On April 17, 2012, the EPA issued a final rule that established new source performance standards for volatile organic compounds
(VOCs) and sulfur dioxide, an air toxics standard for major sources of oil and natural gas production, and an air toxics standard for major sources of natural gas transmission and storage. Limiting emissions of VOCs will have the
co-benefit of also limiting methane, a greenhouse gas. These regulations apply to wells that are hydraulically fractured, or refractured, and to storage tanks and other equipment.

Congress and various states, including Texas, have proposed or adopted legislation regulating or requiring disclosure of the chemicals in the
hydraulic fracturing fluid that is used in the drilling operation. Hydraulic fracturing has historically been regulated by state oil and natural gas commissions. The EPA, however, has asserted federal regulatory authority over certain hydraulic
fracturing activities involving diesel under the Safe Drinking Water Act (the SDWA). The EPA has developed draft underground injection control guidance for oil and natural gas hydraulic fracturing activities using diesel fuels. A
relevant issue is how the EPA will define diesel, which could cover a variety of oils that are not diesel but that have similar carbon-chain molecules.

The EPA is also conducting a congressionally mandated study on the effects of hydraulic fracturing on water at all stages in the operational cycle of harvesting natural gas, which is expected to be completed in
2014. This study is anticipated to form the basis for a comprehensive regulatory effort. The EPA study, or other studies, of hydraulic fracturing could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory
programs. The re-election of President Obama makes such regulation of the oil and gas industry more likely.

The Trustee is unable to
predict the total impact of the current and potential regulations upon the operators of the Underlying Properties, but it is possible that the operators of the Underlying Properties could face operational delays, increases in the operating costs to
comply with climate change or any other environmental legislation or regulation, or decreases in the completion of new oil and natural gas wells, each of which could reduce net proceeds payable to the Trust and Trust distributions.

Other Regulation

The petroleum industry is
also subject to compliance with various other federal, state and local regulations and laws, including, but not limited to, occupational safety, resource conservation and equal employment opportunity. The Trustee does not believe that compliance
with these laws by the operating parties will have any material adverse effect on Unit holders.



15



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##### Table of Contents

|Item 3. | Legal Proceedings
|------- | -----------------

There
are no material pending legal proceedings to which the Trust is a party or of which any of its property is the subject.



|Item 4. | Mine Safety Disclosures
|------- | -----------------------

This Item is not applicable to the Trust.



16



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##### Table of Contents

PART II



|Item 5. | Market for Units of the Trust, Related Security Holder Matters and Trust Purchases of Units
|------- | -------------------------------------------------------------------------------------------

Units of Beneficial Interest

Units of
Beneficial Interest (Units) of the Trust are traded on the New York Stock Exchange with the symbol PBT. Quarterly high and low sales prices and the aggregate amount of monthly distributions paid each quarter during the Trusts two
most recent years were as follows:



|               |  |             |       |  |                   |   |       |  |  |   |          | 
|-------------- |  | ----------- | ----- |  | ----------------- | - | ----- |  |  | - | -------- | 
|               |  | Sales Price |       |  | DistributionsPaid |  
|2012           |  | High        |       |  | Low               |   |      
|First Quarter  |  | $           | 23.25 |  |                   | $ | 19.70 |  |  | $ | .431172  | 
|Second Quarter |  |             | 23.12 |  |                   |   | 16.49 |  |  |   | .335929  | 
|Third Quarter  |  |             | 19.40 |  |                   |   | 14.51 |  |  |   | .192095  | 
|Fourth Quarter |  |             | 15.45 |  |                   |   | 12.01 |  |  |   | .199002  | 
|               |  |             |       |  |                   |   |       |  |  |   |          | 
|Total for 2012 |  |             |       |  |                   |   |       |  |  | $ | 1.158198 | 
|               |  |             |       |  |                   |   |       |  |  |   |          | 



|               |  |      |       |  |     |   |       |                   |  |   |          | 
|-------------- |  | ---- | ----- |  | --- | - | ----- | ----------------- |  | - | -------- | 
|2011           |  | High |       |  | Low |   |       | DistributionsPaid | 
|First Quarter  |  | $    | 23.09 |  |     | $ | 19.40 |                   |  | $ | .353128  | 
|Second Quarter |  |      | 22.65 |  |     |   | 19.50 |                   |  |   | .383959  | 
|Third Quarter  |  |      | 23.40 |  |     |   | 19.41 |                   |  |   | .316031  | 
|Fourth Quarter |  |      | 20.90 |  |     |   | 18.01 |                   |  |   | .307330  | 
|               |  |      |       |  |     |   |       |                   |  |   |          | 
|Total for 2011 |  |      |       |  |     |   |       |                   |  | $ | 1.360448 | 
|               |  |      |       |  |     |   |       |                   |  |   |          | 

Approximately 1,224 Unit holders of record held the 46,608,796 Units of the Trust at December 31, 2012.

The Trust has no equity compensation plans and has not repurchased any Units during the period covered by this report.



|Item 6. | Selected Financial Data
|------- | -----------------------



|                              |  |                                 |            |  |      |   |            |      |  |   |            |  |  |      |            |  |  |   |             | 
|----------------------------- |  | ------------------------------- | ---------- |  | ---- | - | ---------- | ---- |  | - | ---------- |  |  | ---- | ---------- |  |  | - | ----------- | 
|                              |  | For the Year Ended December 31, |           
|                              |  | 2012                            |            |  | 2011 |   |            | 2010 |  |   | 2009       |  |  | 2008 |           
|Royalty income                |  | $                               | 55,131,010 |  |      | $ | 64,582,861 |      |  | $ | 65,265,303 |  |  | $    | 38,958,112 |  |  | $ | 112,341,696 | 
|Distributable income          |  | $                               | 53,982,501 |  |      | $ | 63,409,123 |      |  | $ | 64,116,670 |  |  | $    | 37,695,948 |  |  | $ | 111,458,507 | 
|Distributable income per Unit |  | $                               | 1.16       |  |      | $ | 1.36       |      |  | $ | 1.38       |  |  | $    | .81        |  |  | $ | 2.39        | 
|Distributions per Unit        |  | $                               | 1.16       |  |      | $ | 1.36       |      |  | $ | 1.38       |  |  | $    | .81        |  |  | $ | 2.39        | 
|Total assets, December 31     |  | $                               | 3,399,942  |  |      | $ | 5,619,522  |      |  | $ | 5,552,130  |  |  | $    | 6,563,134  |  |  | $ | 6,318,009   | 

Computation of Royalty Income Received by the Trust

The Trusts royalty income is computed as a percentage of the net profit from the operation of the properties in which the Trust owns net overriding royalty interests. The percentages of net profits are 75%
and 95% in the cases of the Waddell Ranch properties and the Texas Royalty properties, respectively. Royalty income received by the Trust for the five years ended December 31, 2012, was computed as shown in the table on the next page.



17



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##### Table of Contents

|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------------------- | - | ---------- | ---------------------- |  | - | ---------------------- | - |  | ---------------------- | ---------- | - | ---------------------- | - | ---------- | ---------------------- |  | - | ---------------------- | - |  | ---------------------- | ---------- | - | ---------------------- | - | ---------- | - |  | - | ----------- | - |  | - | ---------- | -
|                                                        |  | Year Ended December 31, |           
|                                                        |  | 2012                    |            |   | 2011                   |   |            | 2010                   |  |   | 2009                   |   |  | 2008                   |           
|Gross Proceeds of Sales From the Underlying Properties: |  | WaddellRanchProperties  |            |   | TexasRoyaltyProperties |   |            | WaddellRanchProperties |  |   | TexasRoyaltyProperties |   |  | WaddellRanchProperties |            |   | TexasRoyaltyProperties |   |            | WaddellRanchProperties |  |   | TexasRoyaltyProperties |   |  | WaddellRanchProperties |            |   | TexasRoyaltyProperties |  
|Oil Proceeds                                            |  | $                       | 64,978,331 |   |                        | $ | 29,826,637 |                        |  | $ | 56,244,466             |   |  | $                      | 27,614,845 |   |                        | $ | 51,665,865 |                        |  | $ | 22,993,347             |   |  | $                      | 39,049,617 |   |                        | $ | 16,859,369 |   |  | $ | 78,716,086  |   |  | $ | 34,112,890 |  
|Gas Proceeds                                            |  |                         | 21,925,648 |   |                        |   | 4,160,736  |                        |  |   | 27,911,119             |   |  |                        | 4,789,824  |   |                        |   | 31,178,053 |                        |  |   | 4,556,493              |   |  |                        | 22,960,089 |   |                        |   | 3,438,799  |   |  |   | 54,694,736  |   |  |   | 7,831,734  |  
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Total                                                   |  |                         | 86,903,979 |   |                        |   | 33,987,373 |                        |  |   | 84,155,585             |   |  |                        | 32,404,669 |   |                        |   | 82,843,918 |                        |  |   | 27,549,840             |   |  |                        | 62,009,706 |   |                        |   | 20,298,168 |   |  |   | 133,410,822 |   |  |   | 41,944,624 |  
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Less:                                                   |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Severance Tax                                           |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Oil                                                     |  |                         | 2,688,534  |   |                        |   | 1,088,059  |                        |  |   | 2,302,526              |   |  |                        | 1,018,930  |   |                        |   | 2,006,922  |                        |  |   | 687,170                |   |  |                        | 1,414,303  |   |                        |   | 603,461    |   |  |   | 3,365,962   |   |  |   | 1,301,428  |  
|Gas                                                     |  |                         | 1,242,516  |   |                        |   | 121,940    |                        |  |   | 1,474,315              |   |  |                        | 257,307    |   |                        |   | 1,557,553  |                        |  |   | 241,242                |   |  |                        | 1,255,967  |   |                        |   | 201,144    |   |  |   | 3,172,496   |   |  |   | 511,315    |  
|Other                                                   |  |                         | 86,415     |   |                        |   | 0          |                        |  |   | 205,476                |   |  |                        | 0          |   |                        |   | 243,369    |                        |  |   | 0                      |   |  |                        | 167,488    |   |                        |   | 0          |   |  |   | 290,737     |   |  |   | 0          |  
|Lease Operating Expense and Property Tax Oil and Gas    |  |                         | 20,605,025 |   |                        |   | 1,775,125  |                        |  |   | 19,542,466             |   |  |                        | 1,948,037  |   |                        |   | 19,497,914 |                        |  |   | 1,600,936              |   |  |                        | 18,110,701 |   |                        |   | 1,817,998  |   |  |   | 16,766,553  |   |  |   | 1,352,645  |  
|Capital Expenditures                                    |  |                         | 28,032,985 |   |                        |   |           |                        |  |   | 11,482,154             |   |  |                        |           |   |                        |   | 4,210,379  |                        |  |   |                       |   |  |                        | 11,506,147 |   |                        |   |           |   |  |   | 9,146,511   |   |  |   |           |  
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Total                                                   |  |                         | 52,665,476 |   |                        |   | 2,985,124  |                        |  |   | 35,006,937             |   |  |                        | 3,224,274  |   |                        |   | 27,516,137 |                        |  |   | 2,529,348              |   |  |                        | 32,454,606 |   |                        |   | 2,622,603  |   |  |   | 32,742,259  |   |  |   | 3,165,388  |  
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Net Profits                                             |  | $                       | 34,238,503 |   |                        | $ | 31,002,249 |                        |  | $ | 49,148,648             |   |  | $                      | 29,180,395 |   |                        | $ | 55,327,781 |                        |  | $ | 25,020,492             |   |  | $                      | 29,555,100 |   |                        | $ | 17,675,565 |   |  | $ | 100,668,563 |   |  | $ | 38,779,236 |  
|Net Overriding Royalty Interest                         |  |                         | 75         | % |                        |   | 95         | %                      |  |   | 75                     | % |  |                        | 95         | % |                        |   | 75         | %                      |  |   | 95                     | % |  |                        | 75         | % |                        |   | 95         | % |  |   | 75          | % |  |   | 95         | %
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  
|Total Royalty Income for Distribution                   |  | $                       | 25,678,876 |   |                        | $ | 29,452,134 |                        |  | $ | 36,861,486             |   |  | $                      | 27,721,375 |   |                        | $ | 41,495,836 |                        |  | $ | 23,769,467             |   |  | $                      | 22,166,325 |   |                        | $ | 16,791,787 |   |  | $ | 75,501,422  |   |  | $ | 36,840,274 |  
|                                                        |  |                         |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |                        |  |   |                        |   |  |                        |            |   |                        |   |            |   |  |   |             |   |  |   |            |  



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operation
|------- | ------------------------------------------------------------------------------------

Trustees Discussion and Analysis for the Three-Year Period Ended December 31, 2012

Liquidity and Capital Resources

As stipulated in the Trust Agreement, the Trust is intended to be passive in nature and the Trustee does not have any control over or any responsibility relating to the operation of the Underlying Properties. The
Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. The Trust is a passive entity and other than the Trusts ability to
periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. As a result, other than such
borrowings, if any, the Trust has no source of liquidity or capital resources other than the Royalties.

Results of Operations

Royalty income received by the Trust for the three-year period ended December 31, 2012, is reported in the following table:



|                   |  |                         |            |   |      |   |            |      |  |   |            |  
|------------------ |  | ----------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                   |  | Year Ended December 31, |           
|Royalties          |  | 2012                    |            |   | 2011 |   |            | 2010 | 
|Total Revenue      |  | $                       | 55,131,010 |   |      | $ | 64,582,861 |      |  | $ | 65,265,303 |  
|                   |  |                         | 100        | % |      |   | 100        | %    |  |   | 100        | %
|Oil Revenue        |  |                         | 44,435,232 |   |      |   | 48,148,810 |      |  |   | 45,950,791 |  
|                   |  |                         | 81         | % |      |   | 75         | %    |  |   | 70         | %
|Gas Revenue        |  |                         | 10,695,778 |   |      |   | 16,434,051 |      |  |   | 19,314,512 |  
|                   |  |                         | 19         | % |      |   | 25         | %    |  |   | 30         | %
|Total Revenue/Unit |  | $                       | 1.182846   |   |      | $ | 1.385636   |      |  | $ | 1.400279   |  

Royalty income of the Trust for the calendar year is associated with actual oil and gas production for the period
November of the prior year through October of the current year. Oil and gas sales for 2012, 2011 and 2010 for the Royalties and the Underlying Properties, excluding portions attributable to the adjustments discussed hereafter, are presented in the
following table:



|                       |  |                         |           |  |      |   |           |      |  |   |           | 
|---------------------- |  | ----------------------- | --------- |  | ---- | - | --------- | ---- |  | - | --------- | 
|                       |  | Year Ended December 31, |          
|Royalties              |  | 2012                    |           |  | 2011 |   |           | 2010 | 
|Oil Sales (Bbls)       |  |                         | 516,443   |  |      |   | 571,298   |      |  |   | 649,802   | 
|Gas Sales (Mcf)        |  |                         | 1,554,574 |  |      |   | 2,172,154 |      |  |   | 2,914,423 | 
|Underlying Properties  |  |                         |           |  |      |   |           |      |  |   |           | 
|Oil                    |  |                         |           |  |      |   |           |      |  |   |           | 
|Total Oil Sales (Bbls) |  |                         | 1,043,875 |  |      |   | 951,661   |      |  |   | 1,019,384 | 
|Average Per Day (Bbls) |  |                         | 2,852     |  |      |   | 2,607     |      |  |   | 2,637     | 
|Average Price/Bbl      |  | $                       | 90.82     |  |      | $ | 88.12     |      |  | $ | 73.24     | 
|Gas                    |  |                         |           |  |      |   |           |      |  |   |           | 
|Total Gas Sales (Mcf)  |  |                         | 4,201,430 |  |      |   | 4,293,092 |      |  |   | 5,229,818 | 
|Average Per Day (Mcf)  |  |                         | 11,479    |  |      |   | 11,762    |      |  |   | 13,816    | 
|Average Price/Mcf      |  | $                       | 6.06      |  |      | $ | 7.62      |      |  | $ | 6.83      | 

The average price of oil increased to $90.82 per barrel in 2012, up from $88.12 per barrel in 2011. The average
price of oil in 2010 was $73.24 per barrel. In addition, the average price of gas decreased from $7.62 per Mcf in 2011 to $6.06 per Mcf in 2012. The average price of gas in 2010 was $6.83 per Mcf. Oil prices have increased primarily because of world
market conditions. Higher demand as a result of the ending of the U.S. recession and a slow growing global economy have caused crude oil prices to rise since the second half of 2009.Oil prices are expected to remain volatile. Decreased
domestic demand for gas and an over supply of domestic gas have decreased the base price for gas. However, gas liquids values remain stronger and keep the prices of gas stronger.

Subsequent to year end, the price of both oil and gas continued to fluctuate, giving rise to a correlating adjustment of the respective
standardized measure of discounted future net cash flows. As of February 15, 2013, NYMEX posted oil prices were approximately $95.99 per barrel, which compared to the posted price of $94.71 per barrel, used to calculate the worth of future net
revenue of the Trusts proved developed reserves, would result in a larger



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standardized measure of discounted future net cash flows for oil. As of February 15, 2013, NYMEX posted gas prices were $3.16 per million British thermal units. The use of such price, as
compared to the posted price of $2.750 per million British thermal units, used to calculate the future net revenue of the Trusts proved developed reserves would result in a larger standardized measure of discounted future net cash flows for
gas.

Since the oil and gas sales attributable to the Royalties are based on an allocation formula that is dependent on such factors as
price and cost (including capital expenditures), production amounts do not necessarily provide a meaningful comparison. Total oil production decreased approximately 31% from 2011 to 2012 primarily due to increased capital expenditures allocation
reducing volumes attributable to the Trust. Total gas production decreased approximately 6.6% from 2010 to 2011 primarily due to a natural production decline of the properties.

On May 2, 2011, ConocoPhillips, as the parent company of BROG, the operator of the Waddell Ranch properties, notified the Trustee that as a
result of inaccuracies in ConocoPhillips accounting and record keeping relating to the Trusts interest in proceeds from the gas plant production since January 2007, ConocoPhillips overpaid the Trust approximately $5.9 million initially.
ConocoPhillips withheld $4,068,067 (all of the Waddell Ranch portion of the September, 2011 proceeds) and $474,480 from the proceeds for October, 2011, which ConocoPhillips then informed the Trustee completes the recoupment. ConocoPhillips indicated
that these two recoupments will satisfy the initial claim of $5.9 million. Beginning with the October 2012 distribution, the previous deducted proceeds to the Trust of $480,827 as of December 31, 2012 relating to the gas plant production have
been reimbursed to the Trust but adjusted through the corrected gas payments and production to reflect ConocoPhillips calculation of the corrected interest. The Trustee is continuing to evaluate the matter.

Total capital expenditures in 2012 used in the net overriding royalty calculation were approximately $65.8 million (gross) compared to $11.48
million (gross) in 2011 and $4.2 million (gross) in 2010. The operator of the Waddell Ranch properties has informed the Trustee that, in order to halt the production decline curve and to exploit the remaining potential of the Trusts assets
more fully, a more aggressive, robust capital expenditure budget will be necessary in the future and is being pursued.

During 2012,
there were 5 (gross) horizontal wells drilled on the Waddell Ranch properties with 2 such wells completed. The first completed horizontal well was completed to twelve stages of fracturization and initial production levels at 97 barrels of oil
equivalent per day (BOEPD). The second completed horizontal well was completed to seven stages of fracturization and initial production levels at 145 BOEPD. The remaining three horizontal wells have not been completed but are expected to be
completed in the first quarter of 2013. At December 31, 2012, there were 3 drilled horizontal wells yet to be completed. Actual costs for this program were approximately $18.9 million (gross) with approximately $7 million required to complete
the three remaining horizontal wells.

Texas law requires all temporarily abandoned wells to be either worked over and recompleted to
functional status or permanently plugged and abandoned within a five year time frame. The Waddell Ranch properties contain over 700 such temporarily abandoned wells. In 2012, there were 49 workover wells completed, 26 wells permanently plugged and
26 wells in progress of being plugged on the Waddell Ranch properties. The recompleted workover wells have, on average, provided a total of an additional 2,094 BOEPD. Actual costs for this program in 2012 approximated $33.5 million (gross).

A waterflood expansion program was initiated in 2012, which included 2 new producing wells, 1 new injector well, 3 reactivated workover
wells, 7 conversions to injector wells, 1 workover of existing injector well and 2 workover wells into producing wells within the San Andres formation. As of December 31, this program was not completed and estimated results are not yet
available. Approximate cost has been $9.8 million (gross).

The 2012 budget also called for approximately $3.5 million (gross) to be
spent on facilities, infrastructure and miscellaneous expenditures. During 2012, one injector well, a salt water disposal well, was drilled and completed on the Waddell Ranch properties. Another injector well called for in the budget was cancelled.

The operator expects net actual costs to the Trusts interest for 2012 to be approximately $28 million. Most of these expenditures
have been incurred and accounted for through the distributions made from the Trust during 2012 and the first quarter of 2013.

The
operator has advised the Trustee that the proposed budget for 2013 will be $93.9 million (gross) and $43.5 million (net). The 2013 budget will include amounts to be spent on 24 vertical wells, 48 wells to be worked over and completed, additional
facilities and infrastructure improvements and the completion of projects begun in 2012, such as the completion of 3 horizontal wells and the completion of the waterflood project.

In 2012, lease operating expense and property taxes on the Waddell Ranch properties amounted to approximately $20.6 million. In 2011, lease
operating expense and property taxes on the Waddell Ranch properties amounted to approximately $19.5 million, which amount was the same as the amount in 2010.



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The Trustee has been advised by BROG that since June 2006, the oil from the Waddell Ranch has been
marketed by ConocoPhillips by soliciting bids from third parties on an outright sale basis of production listed in bid packages.

During
2012, the monthly royalty receipts were invested by the Trustee until the monthly distribution date, and earned interest totaled $734. Interest income for 2011 and 2010 was $636 and $1,216, respectively.

General and administrative expenses in 2012 were $1,149,243 compared to $1,174,374 in 2011 and $1,149,849 in 2010, primarily due to timing of
expenses.

Distributable income for 2012 was $53,982,501 or $1.158198 per Unit.

Distributable income for 2011 was $63,409,123 or $1.360448 per Unit.

Distributable income for 2010 was $64,116,670, or $1.375635 per Unit.

Results of the Fourth Quarters of 2012 and
2011

Royalty income received by the Trust for the fourth quarter of 2012 amounted to $9,446,069 or $.199002 per Unit. For the fourth
quarter of 2011, the Trust received royalty income of $14,505,984 or $.311228 per Unit. Interest income for the fourth quarter of 2012 amounted to $88 compared to $115 for the fourth quarter of 2011. The decrease in interest income can be attributed
primarily to a decrease of funds available. General and administrative expenses totaled $170,818 for the fourth quarter of 2012 compared to $181,744 for the fourth quarter of 2011. The decrease in expenses related to a decrease in professional
expenses.

Royalty income for the Trust for the fourth quarter is associated with actual oil and gas production during August through
October from the Underlying Properties. Oil and gas sales attributable to the Royalties and the Underlying Properties for the quarter and the comparable period for 2011 are as follows:



|                       |  |                |         |  |      |   |           | 
|---------------------- |  | -------------- | ------- |  | ---- | - | --------- | 
|                       |  | Fourth Quarter |        
|                       |  | 2012           |         |  | 2011 |  
|Royalties              |  |                |         |  |      |   |           | 
|Oil Sales (Bbls)       |  |                | 96,375  |  |      |   | 138,946   | 
|Gas Sales (Mcf)        |  |                | 209,839 |  |      |   | 464,004   | 
|Underlying Properties  |  |                |         |  |      |   |           | 
|Total Oil Sales (Bbls) |  |                | 263,067 |  |      |   | 258,754   | 
|Average Per Day (Bbls) |  |                | 2,859   |  |      |   | 2,813     | 
|Average Price/Bbls     |  | $              | 87.54   |  |      | $ | 83.41     | 
|Total Gas Sales (Mcf)  |  |                | 987,571 |  |      |   | 1,080,947 | 
|Average Per Day (Mcf)  |  |                | 10,734  |  |      |   | 11,749    | 
|Average Price/Mcf      |  | $              | 5.03    |  |      | $ | 7.68      | 

The posted price of oil increased for the fourth quarter of 2012 compared to the fourth quarter of 2011, resulting
in an average price per barrel of $87.54 compared to $83.41 in the same period of 2011. The average price of gas decreased for the fourth quarter of 2012 compared to the same period in 2011, resulting in an average price per Mcf of $5.03 compared to
$7.68 in the fourth quarter of 2011.

The Trustee has been advised that oil sales increased in the fourth quarter of 2012 compared to
the same period in 2011 primarily due to increased production as the result of the 2012 workover program. Gas sales from the Underlying Properties decreased in the fourth quarter of 2012 compared to the same period in 2011 due to market demands.

The Trust has been advised that 2 wells were drilled and completed and 17 workover wells were recompleted during the three months ended
December 31, 2012, and there were 3 wells in progress.



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Use of Estimates

The preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and
assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting periods. Actual results may differ from such estimates.

Impairment

The
Trustee routinely reviews its royalty interests in oil and gas properties for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined that
the carrying value of the Trusts royalty interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would
likely be measured by discounting projected cash flows. There is no impairment of the assets as of December 31, 2012.

Critical Accounting Policies and Estimates

The Trusts financial statements reflect the selection and application of accounting policies that require the Trust to make significant estimates and assumptions. The following are some of the more critical
judgment areas in the application of accounting policies that currently affect the Trusts financial condition and results of operations.

1.    Basis of Accounting

The financial statements of the Trust are
prepared on the following basis:



| |  |  | Royalty income recorded for a month is the amount computed and paid to the Trustee on behalf of the Trust by the interest owners. Royalty income consists of the
amounts received by the owners of the interest burdened by the Royalties from the sale of production less accrued production costs, development and drilling costs, applicable taxes, operating charges and other costs and deductions multiplied by 75%
in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Trust expenses, consisting principally of routine general and administrative costs, recorded are based on liabilities paid and cash reserves established out of
cash received or borrowed funds for liabilities and contingencies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distributions to Unit holders are recorded when declared by the Trustee.
| | - |  | ------------------------------------------------------------------------



| |  |  | Royalty income is computed separately for each of the conveyances under which the Royalties were conveyed to the Trust. If monthly costs exceed revenues for any
conveyance (excess costs), such excess costs cannot reduce royalty income from other conveyances, but is carried forward with accrued interest to be recovered from future net proceeds of that conveyance.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP) because revenues are not accrued in the month of production and certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance with
GAAP. Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust corpus. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S.
Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

2.    Revenue Recognition

Revenues from Royalty Interests are recognized in the period in which amounts are received by the Trust. Royalty income received by the Trust in a given calendar year will generally reflect the proceeds from crude
oil and natural gas produced for the twelve-month period ended
October 31stin that calendar year.

3.    Reserve Disclosure

Independent petroleum engineers estimate the net proved reserves attributable to the Royalty Interests. Estimates of future net revenues from proved reserves have been prepared using average 12-month oil and gas
prices, determined as an unweighted arithmetic average of the first-day-of-the-month benchmark price for each month within the 12-month period preceding the end of the most recent fiscal year, unless prices are defined by contractual arrangements.
The standardized measure of discounted future net cash flows is achieved by using a discount rate of 10% a year to reflect the timing of future



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cash flows relating to proved oil and gas reserves. The reserves actually recovered and the timing of production may be substantially different from the reserve estimates and related costs.
Numerous uncertainties are inherent in estimating volumes and the value of proved reserves and in projecting future production rates and the timing of development of non-producing reserves. Such reserve estimates are subject to change as market
conditions change.

Detailed information concerning the number of wells on royalty properties is not generally available to the owner of
royalty interests. Consequently, the Registrant does not have information that would be disclosed by a company with oil and gas operations, such as an accurate account of the number of wells located on its royalty properties, the number of
exploratory or development wells drilled on its royalty properties during the periods presented by this report, or the number of wells in process or other present activities on its royalty properties, and the Registrant cannot readily obtain such
information.

4.    Contingencies

Contingencies related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions
to cash distributions to Unit holders.

New Accounting Pronouncements

There are no new accounting pronouncements that are expected to have a significant impact on the Trusts financial statements.

Off-Balance Sheet Arrangements.

As stipulated in the Trust Agreement, the Trust is intended to
be passive in nature and the Trustee does not have any control over or any responsibility relating to the operation of the Underlying Properties. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust
liabilities and expenses and its actions have been limited to those activities. Therefore, the Trust has not engaged in any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations.



|                                     |  |       |           |  |                 |             |           |                        |             |   |                  |  |  |   |   |  |  |   |   | 
|------------------------------------ |  | ----- | --------- |  | --------------- | ----------- | --------- | ---------------------- | ----------- | - | ---------------- |  |  | - | - |  |  | - | - | 
|                                     |  |       |           |  | Less than1 Year |             |           | Payments Due by Period |             |   | More than5 Years | 
|Contractual Obligations              |  | Total |           |  |                 | 1 - 3 Years |           |                        | 3 - 5 Years |   |                 
|Distribution payable to Unit holders |  | $     | 2,573,993 |  |                 | $           | 2,573,993 |                        |             | $ | 0                |  |  | $ | 0 |  |  | $ | 0 | 
|Total                                |  | $     | 2,573,993 |  |                 | $           | 2,573,993 |                        |             | $ | 0                |  |  | $ | 0 |  |  | $ | 0 | 



|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

The Trust is a passive entity and other than the Trusts ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the
Trust, the Trust is prohibited from engaging in borrowing transactions. The amount of any such borrowings is unlikely to be material to the Trust. The Trust periodically holds short-term investments acquired with funds held by the Trust pending
distribution to Unit holders and funds held in reserve for the payment of Trust expenses and liabilities. Because of the short-term nature of these borrowings and investments and certain limitations upon the types of such investments which may be
held by the Trust, the Trustee believes that the Trust is not subject to any material interest rate risk. The Trust does not engage in transactions in foreign currencies which could expose the Trust or Unit holders to any foreign currency related
market risk. The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments.



23



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##### Table of Contents

|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unit Holders of Permian
Basin Royalty Trust and

Bank of America, N.A, Trustee:

Dallas, Texas

We have audited the accompanying
statements of assets, liabilities, and trust corpus of Permian Basin Royalty Trust (the Trust) as of December 31, 2012 and 2011, and the related statements of distributable income and changes in trust corpus for each of the three
years in the period ended December 31, 2012. These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

As described in Note 2 to the financial statements, these financial statements have been prepared
on a modified cash basis of accounting which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of the Trust at December 31, 2012 and 2011, and the distributable income and changes
in trust corpus for each of the three years in the period ended December 31, 2012, on the basis of accounting described in Note 2.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Trusts internal
control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 1, 2013 expressed an unqualified opinion on the Trustees internal control over financial reporting.

/s/DELOITTE &
TOUCHE LLP

Dallas, TX

March 1, 2013



24



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##### Table of Contents

PERMIAN BASIN ROYALTY TRUST

FINANCIAL STATEMENTS

STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS



|                                                                                           |  |              |           |  |      |   |           | 
|------------------------------------------------------------------------------------------ |  | ------------ | --------- |  | ---- | - | --------- | 
|                                                                                           |  | December 31, |          
|                                                                                           |  | 2012         |           |  | 2011 |  
|ASSETS                                                                                     |  |              |           |  |      |   |           | 
|Cash and Short-term Investments                                                            |  | $            | 2,573,993 |  |      | $ | 4,727,946 | 
|Net Overriding Royalty Interests in Producing Oil and Gas Properties  Net (Notes 2 and 3) |  |              | 825,949   |  |      |   | 891,576   | 
|                                                                                           |  |              |           |  |      |   |           | 
|Total                                                                                      |  | $            | 3,399,942 |  |      | $ | 5,619,522 | 
|                                                                                           |  |              |           |  |      |   |           | 
|                                                                                           |  |             
|LIABILITIES AND TRUST CORPUS                                                               |  |              |           |  |      |   |           | 
|Distribution Payable to Unit Holders                                                       |  | $            | 2,573,993 |  |      | $ | 4,727,946 | 
|Commitments and Contingencies (Note 8)                                                     |  |              |           |  |      |   |           | 
|Trust Corpus  46,608,796 Units of Beneficial Interest Authorized and Outstanding          |  |              | 825,949   |  |      |   | 891,576   | 
|                                                                                           |  |              |           |  |      |   |           | 
|Total                                                                                      |  | $            | 3,399,942 |  |      | $ | 5,619,522 | 
|                                                                                           |  |              |           |  |      |   |           | 

STATEMENTS OF DISTRIBUTABLE INCOME



|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|------------------------------------------------ |  | -------------------------------- | ---------- |  | ---- | - | ---------- | ---- |  | - | ---------- | 
|                                                 |  | For the years ended December 31, |           
|                                                 |  | 2012                             |            |  | 2011 |   |            | 2010 | 
|Royalty Income (Notes 2 and 3)                   |  | $                                | 55,131,010 |  |      | $ | 64,582,861 |      |  | $ | 65,265,303 | 
|Interest Income                                  |  |                                  | 734        |  |      |   | 636        |      |  |   | 1,216      | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|                                                 |  |                                  | 55,131,744 |  |      |   | 64,583,497 |      |  |   | 65,266,519 | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|Expenditures  General and Administrative        |  |                                  | 1,149,243  |  |      |   | 1,174,374  |      |  |   | 1,149,849  | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|Distributable Income                             |  | $                                | 53,982,501 |  |      | $ | 63,409,123 |      |  | $ | 64,116,670 | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|Distributable Income per Unit (46,608,796 Units) |  | $                                | 1.16       |  |      | $ | 1.36       |      |  | $ | 1.38       | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 
|Distributions per Unit                           |  | $                                | 1.16       |  |      | $ | 1.36       |      |  | $ | 1.38       | 
|                                                 |  |                                  |            |  |      |   |            |      |  |   |            | 

The accompanying notes to financial statements are an integral part of these statements.



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STATEMENTS OF CHANGES IN TRUST CORPUS



|                                                                 |  |                                  |             |   |      |   |             |      |  |   |             |  
|---------------------------------------------------------------- |  | -------------------------------- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | -
|                                                                 |  | For the years ended December 31, |            
|                                                                 |  | 2012                             |             |   | 2011 |   |             | 2010 | 
|Trust Corpus, Beginning of Year                                  |  | $                                | 891,576     |   |      | $ | 971,207     |      |  | $ | 1,079,986   |  
|Amortization of Net Overriding Royalty Interests (Notes 2 and 3) |  |                                  | (65,627     | ) |      |   | (79,631     | )    |  |   | (108,779    | )
|Distributable Income                                             |  |                                  | 53,982,501  |   |      |   | 63,409,123  |      |  |   | 64,116,670  |  
|Distributions Declared                                           |  |                                  | (53,982,501 | ) |      |   | (63,409,123 | )    |  |   | (64,116,670 | )
|                                                                 |  |                                  |             |   |      |   |             |      |  |   |             |  
|Trust Corpus, End of Year                                        |  | $                                | 825,949     |   |      | $ | 891,576     |      |  | $ | 971,207     |  
|                                                                 |  |                                  |             |   |      |   |             |      |  |   |             |  

The accompanying notes to financial statements are an integral part of these statements.



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##### Table of Contents

NOTES TO FINANCIAL STATEMENTS



|1. | Trust Organization and Provisions
|-- | ---------------------------------

The
Permian Basin Royalty Trust (Trust) was established as of November 1, 1980. Bank of America, N.A. (Trustee) is Trustee for the Trust. The net overriding royalties conveyed to the Trust include (1) a 75% net
overriding royalty in Southland Royalty Companys fee mineral interest in the Waddell Ranch in Crane County, Texas (the Waddell Ranch properties) and (2) a 95% net overriding royalty carved out of Southland Royalty
Companys major producing royalty properties in Texas (the Texas Royalty properties). The net overriding royalty for the Texas Royalty properties is subject to the provisions of the lease agreements under which such royalties were
created. The net overriding royalties above are collectively referred to as the Royalties.

On November 3, 1980, Units
of Beneficial Interest (Units) in the Trust were distributed to the Trustee for the benefit of Southland Royalty Companys shareholders of record as of November 3, 1980, who received one Unit in the Trust for each share of
Southland Royalty Company common stock held. The Units are traded on the New York Stock Exchange.

Burlington Resources Oil &
Gas Company LP (BROG), a subsidiary of ConocoPhillips, is the interest owner for the Waddell Ranch properties and Riverhill Energy Corporation (Riverhill Energy), formerly a wholly owned subsidiary of Riverhill Capital
Corporation (Riverhill Capital) and formerly an affiliate of Coastal Management Corporation (CMC), is the interest owner for the Texas Royalty properties. BROG currently conducts all field, technical and accounting operations
on behalf of BROG with regard to the Waddell Ranch properties. Riverhill Energy currently conducts the accounting operations for the Texas Royalty properties.

In February 1997, BROG sold its interest in the Texas Royalty properties to Riverhill Energy.

The
Trustee was advised that in the first quarter of 1998, Schlumberger Technology Corporation (STC) acquired all of the shares of stock of Riverhill Capital. Prior to such acquisition by STC, CMC and Riverhill Energy were wholly owned
subsidiaries of Riverhill Capital. The Trustee was further advised that in connection with STCs acquisition of Riverhill Capital, the shareholders of Riverhill Capital acquired ownership of all of the shares of stock of Riverhill Energy. Thus,
the ownership in the Texas Royalty properties referenced above remained in Riverhill Energy, the stock ownership of which was acquired by the former shareholders of Riverhill Capital.

In 2007 the Bank of America private wealth management group officially became known as U.S. Trust, Bank of America Private Wealth
Management. The legal entity that serves as Trustee of the Trust did not change.

The terms of the Trust Indenture provide, among
other things, that:



| |  |  | the Trust shall not engage in any business or commercial activity of any kind or acquire any assets other than those initially conveyed to the Trust;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Trustee may not sell all or any part of the Royalties unless approved by holders of 75% of all Units outstanding in which case the sale must be for cash and
the proceeds promptly distributed;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Trustee may establish a cash reserve for the payment of any liability which is contingent or uncertain in amount;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the Trustee is authorized to borrow funds to pay liabilities of the Trust; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | the Trustee will make monthly cash distributions to Unit holders (see Note 3).
| | - |  | ------------------------------------------------------------------------------



|2. | Accounting Policies
|-- | -------------------

The financial statements
of the Trust are prepared on the following basis:



| |  |  | Royalty income recorded for a month is the amount computed and paid to the Trustee on behalf of the Trust by the interest owners. Royalty income consists of the
amounts received by the owners of the interest burdened by the Royalties from the sale of production less accrued production costs, development and drilling costs, applicable taxes, operating charges and other costs and deductions multiplied by 75%
in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Trust expenses, consisting principally of routine general and administrative costs, recorded are based on liabilities paid and cash reserves established out of
cash received or borrowed funds for liabilities and contingencies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distributions to Unit holders are recorded when declared by the Trustee.
| | - |  | ------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Royalty income is computed separately for each of the conveyances under which the Royalties were conveyed to the Trust. If monthly costs exceed revenues for any
conveyance (excess costs), such excess costs cannot reduce royalty income from other conveyances, but is carried forward with accrued interest to be recovered from future net proceeds of that conveyance.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP) because revenues are not accrued in the month of production and certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance with
GAAP. Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust corpus. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S.
Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

Use of Estimates

The
preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses as of and for the
reporting periods. Actual results may differ from such estimates.

Impairment

The Trustee routinely reviews its royalty interests in oil and gas properties for impairment whenever events or circumstances indicate that the
carrying amount of an asset may not be recoverable. If an impairment event occurs and it is determined that the carrying value of the Trusts royalty interests may not be recoverable, an impairment will be recognized as measured by the amount
by which the carrying amount of the royalty interests exceeds the fair value of these assets, which would likely be measured by discounting projected cash flows. There is no impairment of the assets as of December 31, 2012.

Contingencies

Contingencies related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future
royalty income payments to the Trust with corresponding reductions to cash distributions to Unit holders.

Distributable Income
Per Unit

Basic distributable income per Unit is computed by dividing distributable income by the weighted average of Units
outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period
presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.

New
Accounting Pronouncements

There are no new accounting pronouncements that are expected to have a significant impact on the
Trusts financial statements.



|3. | Net Overriding Royalty Interests and Distribution to Unit Holders
|-- | -----------------------------------------------------------------

The amounts to be distributed to Unit holders (Monthly Distribution Amounts) are determined on a monthly basis. The Monthly Distribution Amount is an amount equal to the sum of cash received by the
Trustee during a calendar month attributable to the Royalties, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. If the Monthly
Distribution Amount for any monthly period is a negative number, then the distribution will be zero for such month. To the extent the distribution amount is a negative number, that amount will be carried forward and deducted from future monthly
distributions until the cumulative distribution calculation becomes a positive number, at which time a distribution will be made. Unit holders of record will be entitled to receive the calculated Monthly Distribution Amount for each month on or
before 10 business days after the monthly record date, which is generally the last business day of each calendar month.

The cash
received by the Trustee consists of the amounts received by owners of the interest burdened by the Royalties from the sale of production less the sum of applicable taxes, accrued production costs, development and drilling costs, operating charges
and other costs and deductions, multiplied by 75% in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties.

The initial carrying value of the Royalties ($10,975,216) represented Southland Royalty Companys historical net book value at the date of the transfer to the Trust. Accumulated amortization as of
December 31, 2012 and 2011 was $10,149,267 and $10,083,640, respectively.



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##### Table of Contents

|4. | Federal Income Taxes
|-- | --------------------

For federal income tax
purposes, the Trust constitutes a fixed investment trust that is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The Unit holders are considered to own the Trusts income and principal as though no trust were
in existence. The income of the Trust is deemed to have been received or accrued by each Unit holder at the time such income is received or accrued by the Trust and not when distributed by the Trust. The Trust has on file technical advice memoranda
confirming the tax treatment described above.

Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury
Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a customer in street name, collectively referred to herein as middlemen). Therefore, the Trustee considers the Trust to be a
non-mortgage widely held fixed investment trust (WHFIT) for U.S. federal income tax purposes. U.S. Trust, Bank of America Private Wealth Management, EIN: 56-0906609, 901 Main Street, 17th Floor, Dallas, Texas 75202, telephone number
(214) 209-2400, email address trustee@pbt-permianbasintrust.com, is the representative of the Trust that will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of
the Trust as a WHFIT. Tax information is also posted by the Trustee at www.pbt-permianbasintrust.com. Notwithstanding the foregoing, the middlemen holding Trust Units on behalf of Unit holders, and not the Trustee of the Trust, are solely
responsible for complying with the information reporting requirements under the U.S. Treasury Regulations with respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written tax statements. Unit holders whose Trust Units
are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units.

Because the Trust is a grantor trust for federal tax purposes, each Unit holder is taxed directly on his proportionate share of income, deductions and credits of the Trust consistent with each such Unit
holders taxable year and method of accounting and without regard to the taxable year or method of accounting employed by the Trust. The income of the Trust consists primarily of a specified share of the proceeds from the sale of oil and gas
produced from the Underlying Properties. During 2012, the Trust also earned interest income on funds held for distribution and the cash reserve maintained for the payment of contingent and future obligations of the Trust.

The deductions of the Trust consist of severance taxes and administrative expenses. In addition, each Unit holder is entitled to depletion
deductions because the Royalties constitute economic interests in oil and gas properties for federal income tax purposes. Each Unit holder is entitled to amortize the cost of the Units through cost depletion over the life of the
Royalties or, if greater, through percentage depletion equal to 15 percent of gross income. Unlike cost depletion, percentage depletion is not limited to a Unit holders depletable tax basis in the Units. Rather, a Unit holder is entitled to a
percentage depletion deduction as long as the applicable Underlying Properties generate gross income. Percentage depletion is allowed on proven properties acquired after October 11, 1990. For Units acquired after such date, Unit holders would
normally compute both percentage depletion and cost depletion from each property and claim the larger amount as a deduction on their income tax returns. The Trustee has estimated the cost depletion for January through December 2012, and it appears
that percentage depletion will exceed cost depletion for some of the Unit holders.

If a taxpayer disposes of any Section 1254
property (certain oil, gas, geothermal or other mineral property), and if the adjusted basis of such property includes adjustments for deductions for depletion under Section 611 of the Internal Revenue Code (the Code), the
taxpayer generally must recapture the amount deducted for depletion as ordinary income (to the extent of gain realized on the disposition of the property). This depletion recapture rule applies to any disposition of property that was placed in
service by the taxpayer after December 31, 1986. Detailed rules set forth in Sections 1.1254-1 through 1.1254-6 of the U.S. Treasury Regulations govern dispositions of property after March 13, 1995. The Internal Revenue Service likely will
take the position that a Unit holder who purchases a Unit subsequent to December 31, 1986 must recapture depletion upon the disposition of that Unit.

Individuals may incur expenses in connection with the acquisition or maintenance of Trust Units. These expenses may be deductible as miscellaneous itemized deductions only to the extent that such
expenses exceed 2 percent of the individuals adjusted gross income.

The classification of the Trusts income for purposes of
the passive loss rules may be important to a Unit holder. Royalty income generally is treated as portfolio income and does not offset passive losses. Therefore, in general, it appears that Unit holders should not consider the taxable income from the
Trust to be passive income in determining net passive income or loss. Unit holders should consult their tax advisors for further information.

Unit holders of record will continue to receive an individualized tax information letter for each of the quarters ending March 31, June 30 and September 30, 2013, and for the year ending
December 31, 2013. Unit holders owning Units in nominee may obtain monthly tax information from the Trustee upon request. See discussion above regarding certain reporting requirements imposed upon middlemen under U.S. Treasury Regulations
because the Trust is considered a WHIFT for federal income tax purposes.



29



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##### Table of Contents

Under current law, the highest marginal U.S. federal income tax rate applicable to ordinary income of
individuals is 39.6%, and the highest marginal U.S. federal income tax rate applicable to long-term capital gains (generally, gains from the sale or exchange of certain investment assets held for more than one year) and qualified dividends of
individuals is 20%. Such marginal tax rates may be effectively increased by up to 1.2% due to the phaseout of personal exemptions and the limitations on itemized deductions. The highest marginal U.S. federal income tax rate applicable to
corporations is 35%, and such rate applies to both ordinary income and capital gains.

Section 1411 of the Code imposes a 3.8% Medicare
tax on certain investment income earned by individuals, estates, and trusts for taxable years beginning after December 31, 2012. For these purposes, investment income generally will include a Unit holders allocable share of the Trusts
interest and royalty income plus the gain recognized from a sale of Trust Units. In the case of an individual, the tax is imposed on the lesser of (i) the individuals net investment income from all investments, or (ii) the amount by which the
individuals modified adjusted gross income exceeds specified threshold levels depending on such individuals federal income tax filing status. In the case of an estate or trust, the tax is imposed on the lesser of (i) undistributed net
investment income, or (ii) the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins.

The Tax consequences to a Unit holder of the ownership and sale of Units will depend in part on the Unit holders tax circumstances. Unit holders should consult their tax advisors about the federal tax
consequences relating to owning the Units in the Trust.



|5. | Proved Oil and Gas Reserves (Unaudited)
|-- | ---------------------------------------

Reserve Quantities

Information regarding estimates of the proved oil and gas reserves attributable to the Trust are based on reports prepared by Cawley,
Gillespie & Associates, Inc., independent petroleum engineering consultants. Estimates were prepared in accordance with the guidelines established by the FASB and the Securities and Exchange Commission. Certain information required by this
guidance is not presented because that information is not applicable to the Trust due to its passive nature.

Oil and gas reserve
quantities (all located in the United States) are estimates based on information available at the time of their preparation. Such estimates are subject to change as additional information becomes available. Reserves actually recovered, and the
timing of the production of those reserves, may differ substantially from original estimates. The following schedule presents changes in the Trusts total proved reserves (in thousands):



|                                             |  |           |       |   |          |  |        |  
|-------------------------------------------- |  | --------- | ----- | - | -------- |  | ------ | -
|                                             |  | Total     |      
|                                             |  | Oil(Bbls) |       |   | Gas(Mcf) | 
|January 1, 2010                              |  |           | 5,495 |   |          |  | 18,402 |  
|Extensions, discoveries, and other additions |  |           | 121   |   |          |  | 236    |  
|Revisions of previous estimates              |  |           | 1,211 |   |          |  | 6,736  |  
|Production                                   |  |           | (649  | ) |          |  | (2,914 | )
|                                             |  |           |       |   |          |  |        |  
|December 31, 2010                            |  |           | 6,178 |   |          |  | 22,460 |  
|Extensions, discoveries, and other additions |  |           | 213   |   |          |  | 1,956  |  
|Revisions of previous estimates              |  |           | 412   |   |          |  | (846   | )
|Production                                   |  |           | (601  | ) |          |  | (2,352 | )
|                                             |  |           |       |   |          |  |        |  
|December 31, 2011                            |  |           | 6,202 |   |          |  | 21,218 |  
|Extensions, discoveries, and other additions |  |           | 294   |   |          |  | 1,424  |  
|Revisions of previous estimates              |  |           | 432   |   |          |  | (2,842 | )
|Production                                   |  |           | (499  | ) |          |  | (1,524 | )
|                                             |  |           |       |   |          |  |        |  
|December 31, 2012                            |  |           | 6,429 |   |          |  | 18,276 |  
|                                             |  |           |       |   |          |  |        |  



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Estimated quantities of proved developed reserves of oil and gas as of the dates indicated were as
follows (in thousands):



|                           |  |              |       |  |          |  |        | 
|-------------------------- |  | ------------ | ----- |  | -------- |  | ------ | 
|                           |  | Oil(Barrels) |       |  | Gas(Mcf) | 
|Proved Developed Reserves: |  |              |       |  |          |  |        | 
|January 1, 2010            |  |              | 5,429 |  |          |  | 18,220 | 
|December 31, 2010          |  |              | 6,160 |  |          |  | 22,422 | 
|December 31, 2011          |  |              | 6,202 |  |          |  | 21,218 | 
|December 31, 2012          |  |              | 6,429 |  |          |  | 18,276 | 

Disclosure of a Standardized Measure of Discounted Future Net Cash Flows

The following is a summary of a standardized measure (in thousands) of discounted future net cash flows related to the Trusts total proved oil
and gas reserve quantities. Information presented is based upon valuation of proved reserves by using discounted cash flows based upon average oil and gas prices ($94.71 per bbl and $2.75 per Mcf, respectively) during the 12-month period prior to
the fiscal year-end, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and
severance and ad valorem taxes, if any, and economic conditions, discounted at the required rate of 10 percent. As the Trust is not subject to taxation at the trust level, no provision for income taxes has been made in the following disclosure.
Trust prices may differ from posted NYMEX prices due to differences in product quality and property location. The impact of changes in current prices on reserves could vary significantly from year to year. Accordingly, the information presented
below should not be viewed as an estimate of the fair market value of the Trusts oil and gas properties nor should it be viewed as indicative of any trends.



|                                                           |  |      |          |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|December 31,                                               |  | 2012 |          |   | 2011 |   |          | 2010 | 
|Future net cash inflows                                    |  | $    | 662,533  |   |      | $ | 706,165  |      |  | $ | 597,873  |  
|Discount of future net cash flows @ 10%                    |  |      | (308,473 | ) |      |   | (325,804 | )    |  |   | (273,547 | )
|                                                           |  |      |          |   |      |   |          |      |  |   |          |  
|Standardized measure of discounted future net cash inflows |  | $    | 354,060  |   |      | $ | 380,361  |      |  | $ | 324,326  |  
|                                                           |  |      |          |   |      |   |          |      |  |   |          |  

The change in the standardized measure of discounted future net cash flows for the years ended December 31,
2012, 2011 and 2010 is as follows (in thousands):



|                                             |  |       |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------- |  | ----- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                             |  | Total |        
|                                             |  | 2012  |         |   | 2011 |   |         | 2010 | 
|January 1                                    |  | $     | 380,361 |   |      | $ | 324,326 |      |  | $ | 211,207 |  
|Extensions, discoveries, and other additions |  |       | 11,054  |   |      |   | 16,878  |      |  |   | 5,230   |  
|Accretion of discount                        |  |       | 38,036  |   |      |   | 32,432  |      |  |   | 21,121  |  
|Revisions of previous estimates and other    |  |       | (20,260 | ) |      |   | 71,307  |      |  |   | 152,033 |  
|Royalty income                               |  |       | (55,131 | ) |      |   | (64,582 | )    |  |   | (65,265 | )
|                                             |  |       |         |   |      |   |         |      |  |   |         |  
|December 31                                  |  | $     | 354,060 |   |      | $ | 380,361 |      |  | $ | 324,326 |  
|                                             |  |       |         |   |      |   |         |      |  |   |         |  

Subsequent to year end, the price of both oil and gas continued to fluctuate, giving rise to a correlating
adjustment of the respective standardized measure of discounted future net cash flows. As of February 15, 2013, NYMEX posted oil prices were approximately $95.99 per barrel, which compared to the posted price of $94.71 per barrel, used to
calculate the worth of future net revenue of the Trusts proved developed reserves, would result in a larger standardized measure of discounted future net cash flows for oil. As of February 15, 2013, NYMEX posted gas prices were $3.16 per
million British thermal units. The use of such price, as compared to the posted price of $2.75 per million British thermal units, used to calculate the future net revenue of the Trusts proved developed reserves would result in a larger
standardized measure of discounted future net cash flows for gas.



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##### Table of Contents

|6. | Quarterly Schedule of Distributable Income (Unaudited)
|-- | ------------------------------------------------------

The following is a summary of the unaudited quarterly schedule of distributable income for the two years ended December 31, 2012 (in thousands, except per Unit amounts):



|               |  |               |        |  |                     |   |        |                                             |  |   |          | 
|-------------- |  | ------------- | ------ |  | ------------------- | - | ------ | ------------------------------------------- |  | - | -------- | 
|2012           |  | RoyaltyIncome |        |  | DistributableIncome |   |        | DistributableIncome andDistributionPer Unit | 
|First Quarter  |  | $             | 20,422 |  |                     | $ | 20,096 |                                             |  | $ | .431172  | 
|Second Quarter |  |               | 16,142 |  |                     |   | 15,657 |                                             |  |   | .335929  | 
|Third Quarter  |  |               | 9,121  |  |                     |   | 8,953  |                                             |  |   | .192095  | 
|Fourth Quarter |  |               | 9,446  |  |                     |   | 9,275  |                                             |  |   | .199002  | 
|               |  |               |        |  |                     |   |        |                                             |  |   |          | 
|Total          |  | $             | 55,131 |  |                     | $ | 53,983 |                                             |  | $ | 1.158198 | 
|               |  |               |        |  |                     |   |        |                                             |  |   |          | 



|               |  |               |        |  |                     |   |        |                                             |  |   |          | 
|-------------- |  | ------------- | ------ |  | ------------------- | - | ------ | ------------------------------------------- |  | - | -------- | 
|2011           |  | RoyaltyIncome |        |  | DistributableIncome |   |        | DistributableIncome andDistributionPer Unit | 
|First Quarter  |  | $             | 16,798 |  |                     | $ | 16,459 |                                             |  | $ | .353128  | 
|Second Quarter |  |               | 18,399 |  |                     |   | 17,895 |                                             |  |   | .383959  | 
|Third Quarter  |  |               | 14,879 |  |                     |   | 14,729 |                                             |  |   | .316031  | 
|Fourth Quarter |  |               | 14,507 |  |                     |   | 14,326 |                                             |  |   | .307330  | 
|               |  |               |        |  |                     |   |        |                                             |  |   |          | 
|Total          |  | $             | 64,583 |  |                     | $ | 63,409 |                                             |  | $ | 1.360448 | 
|               |  |               |        |  |                     |   |        |                                             |  |   |          | 



|7. | State Tax Considerations
|-- | ------------------------

All revenues from
the Trust are from sources within Texas, which has no individual income tax. Texas imposes a franchise tax at a rate of 1% on gross revenues less certain deductions, as specifically set forth in the Texas franchise tax statutes. Entities subject to
tax generally include trusts and most other types of entities that provide limited liability protection, unless otherwise exempt. Trusts that receive at least 90% of their federal gross income from designated passive sources, including royalties
from mineral properties and other non-operated mineral interest income, and do not receive more than 10% of their income from operating an active trade or business, generally are exempt from the Texas franchise tax as passive entities.
The Trust has been and expects to continue to be exempt from Texas franchise tax as a passive entity. Because the Trust should be exempt from Texas franchise tax at the Trust level as a passive entity, each Unit holder that is considered a taxable
entity under the Texas franchise tax will generally be required to include its portion of Trust revenues in its own Texas franchise tax computation. This revenue is sourced to Texas under provisions of the Texas Administrative Code providing that
such income is sourced according to the principal place of business of the Trust, which is Texas.

Unit holders should consult their tax
advisors regarding Trust tax compliance matters.



|8. | Commitments and Contingencies
|-- | -----------------------------

Contingencies
related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unit holders.

On May 2, 2011, ConocoPhillips, as the parent company of BROG, the operator of the Waddell Ranch properties, notified the Trustee
that as a result of inaccuracies in ConocoPhillips accounting and record keeping relating to the Trusts interest in proceeds from the gas plant production since January 2007, ConocoPhillips overpaid the Trust approximately $5.9 million
initially. ConocoPhillips withheld $4,068,067 (all of the Waddell Ranch portion of the September, 2011 proceeds) and $474,480 from the proceeds for October, 2011, which ConocoPhillips then informed the Trustee completes the recoupment.
ConocoPhillips indicated that these two recoupments will satisfy the initial claim of $5.9 million. Beginning with the October 2012 distribution, the previous deducted proceeds to the Trust of $480,827 as of December 31, 2012 relating to the
gas plant production have been reimbursed to the Trust but adjusted through the corrected gas payments and production to reflect ConocoPhillips calculation of the corrected interest. The Trustee is continuing to evaluate the matter.



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|9. | Subsequent Events
|-- | -----------------

Subsequent to
December 31, 2012, the Trust declared the following distributions:



|                    |  |                   |  |                      |         | 
|------------------- |  | ----------------- |  | -------------------- | ------- | 
|Monthly Record Date |  | Payment Date      |  | Distributionper Unit |        
|January 31, 2012    |  | February 14, 2013 |  | $                    | .049757 | 
|February 28, 2013   |  | March 14, 2013    |  | $                    | .035963 | 

* * * * *



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|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------

Disclosure
Controls and Procedures

As of the end of the period covered by this report, the Trustee carried out an evaluation of the
effectiveness of the design and operation of the Trusts disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Trustee concluded
that the Trusts disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Trust in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended, and are effective in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and
communicated to the Trustee to allow timely decisions regarding required disclosure. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Burlington
Resources Oil & Gas Company, LP, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties.

Changes in Internal Control over Financial Reporting

There has not been any change in the
Trusts internal control over financial reporting during the fourth quarter of 2012 that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.

Trustees Report on Internal Control Over Financial Reporting

The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934,
as amended. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with the modified cash basis of accounting. The Trustee conducted
an evaluation of the effectiveness of the Trusts internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on the Trustees evaluation under the framework in Internal Control-Integrated Framework, the Trustee concluded that the Trusts internal control over financial reporting was effective as of December 31, 2012.
The independent registered public accounting firm of Deloitte & Touche LLP, as auditors of the statements of assets, liabilities, and trust corpus, and the related statements of distributable income and changes in trust corpus for the year
ended December 31, 2012, has issued an attestation report on the Trusts internal control over financial reporting, which is included herein.



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unit Holders of Permian Basin Royalty Trust and

Bank of America,
N.A., Trustee

Dallas, Texas

We have
audited the internal control over financial reporting of Permian Basin Royalty Trust (the Trust) as of December 31, 2012, based on criteria established in Internal Control  Integrated Frameworkissued by the Committee
of Sponsoring Organizations of the Treadway Commission. The Trustee is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Trustees Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Trusts internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A trusts internal
control over financial reporting is a process designed by, or under the supervision of, the Trustee, or persons performing similar functions, and effected by the Trustee, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United
States of America and is described in Note 2 to the Trusts financial statements. A trusts internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with the modified cash basis of accounting discussed above, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of the Trustee; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Trusts assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Trust
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the statements of assets, liabilities and trust corpus of the Trust as of December 31, 2012, and the related statements of distributable income and changes in trust corpus for the year ended December 31,
2012, which financial statements have been prepared on the modified cash basis of accounting as described in Note 2 to such financial statements, and our report dated March 1, 2013 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Dallas, TX

March 1, 2013



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##### Table of Contents

|Item 9B. | Other Information.
|-------- | ------------------

None.

PART III



|Item 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------

DIRECTORS AND OFFICERS

The Trust has no directors or executive officers. The Trustee is a
corporate trustee which may be removed, with or without cause, at a meeting of the Unit holders, by the affirmative vote of the holders of a majority of all the Units then outstanding.

AUDIT COMMITTEE AND NOMINATING COMMITTEE

Because the Trust has no directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities
Exchange At of 1934, as amended, requires the Trusts directors, officers or beneficial owners of more than ten percent of a registered class of the Trusts equity securities to file reports of ownership and changes in ownership with the
SEC and to furnish the Trust with copies of all such reports.

The Trust has no directors or officers and based solely on its review of
the reports received by it, the Trust believes that during the fiscal year of 2011, no person who was a beneficial owner of more than ten percent the Trusts Units failed to file on a timely basis any report required by Section 16(a).

CODE OF ETHICS

Because the Trust has no employees, it does not have a code of ethics. Employees of the Trustee, Bank of America Private Wealth Management must
comply with the banks code of ethics, a copy of which will be provided to Unit holders, without charge, upon request made to U.S. Trust, Bank of America Private Wealth Management, Trustee, P.O. Box 830650, Dallas, Texas 75202, Attention: Ron
Hooper.



|Item 11. | Executive Compensation
|-------- | ----------------------

During the years ended December 31, 2012, 2011 and 2010, the Trustee received total remuneration as follows:



|                                                 |  |                  |        |     |      |  |      | 
|------------------------------------------------ |  | ---------------- | ------ | --- | ---- |  | ---- | 
|Name of Individual or Number of Persons in Group |  | CashCompensation |        |     | Year | 
|Bank of America, N.A., Trustee                   |  | $                | 66,063 | (1) |      |  | 2012 | 
|                                                 |  | $                | 70,039 | (1) |      |  | 2011 | 
|                                                 |  | $                | 62,380 | (1) |      |  | 2010 | 



|(1) | Under the Trust Indenture, the Trustee is entitled to an administrative fee for its administrative services, preparation of quarterly and annual statements with attention to tax
and legal matters of: (i) 1/20 of 1% of the first $100 million and (ii) Trustees standard hourly rate in excess of 300 hours annually. The administrative fee is subject to reduction by a credit for funds provision.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

COMPENSATION COMMITTEE

Because the Trust has no directors, it does not have a compensation committee, and the Trust has not engaged any consultants to provide advice or recommendations on the amount or form of compensation.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners.    Based solely on a review of statements filed with the SEC
pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the Trustee is not aware of any person owning beneficially more than 5% of the outstanding Units of the Trust as of December 31, 2012.

(b) Security Ownership of Management.    The Trustee does not beneficially own any securities of the Trust. In various
fiduciary capacities, Bank of America, N.A. owned as of December 31, 2012, an aggregate of 1,303,017 Units with no right to vote all of these Units, shared right to vote none of these Units and sole right to vote none of these Units. Bank of
America, N.A., disclaims any beneficial interests in these Units. The number of Units reflected in this paragraph includes Units held by all branches of Bank of America, N.A.

(c) Change In Control.    The Trustee knows of no arrangements which may subsequently result in a change in control of the Trust.

(d) Securities Authorized for Issuance under Equity Compensation Plans.The Trust has no equity compensation plans.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The Trust has no directors or executive officers. See Item 11 for the remuneration received by the Trustee during the years ended
December 31, 2012, 2011 and 2010 and Item 12(b) for information concerning Units owned by Bank of America, N.A. in various fiduciary capacities.



|Item 14. | Principal Accounting Fees and Services.
|-------- | ---------------------------------------

Fees for services performed by Deloitte & Touche LLP for the years ended December 31, 2012 and 2011 are:



|                   |  |      |        |  |      |   |        | 
|------------------ |  | ---- | ------ |  | ---- | - | ------ | 
|                   |  | 2012 |        |  | 2011 |  
|Audit Fees         |  | $    | 98,000 |  |      | $ | 88,000 | 
|Audit-related fees |  |      |       |  |      |   |       | 
|Tax fees           |  |      |       |  |      |   |       | 
|All other fees     |  |      |       |  |      |   |       | 
|                   |  |      |        |  |      |   |        | 
|Total              |  | $    | 98,000 |  |      | $ | 88,000 | 
|                   |  |      |        |  |      |   |        | 

As referenced in Item 10 above, the Trust has no audit committee, and as a result, has no audit committee
pre-approval policy with respect to fees paid to Deloitte & Touche LLP.



37



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##### Table of Contents

PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

The following documents are filed as a part of this Report:

1. Financial Statements

Included in Part II of this Report:



|                                                                                                        |  |  |    | 
|------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Report of Independent Registered Public Accounting Firm                                                 |  |  | 24 | 
|Statements of Assets, Liabilities and Trust Corpus at December 31, 2012 and 2011                        |  |  | 25 | 
|Statements of Distributable Income for Each of the Three Years in the Period Ended December 31,
2012    |  |  | 25 | 
|Statements of Changes in Trust Corpus for Each of the Three Years in the Period Ended December 31,
2012 |  |  | 26 | 
|Notes to Financial Statements                                                                           |  |  | 27 | 

2. Financial Statement Schedules

Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

3. Exhibits



|               |  |  |   |  |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------- |  |  | - |  | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  |  |   |  | Exhibit
|               |  | 
|(4)(a)         |  |  |  |  |         | Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company and The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
heretofore filed as Exhibit (4)(a) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by reference.*                                                           
|               |  | 
|(b)            |  |  |  |  |         | Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated
November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by
reference.*                 
|               |  | 
|(c)            |  |  |  |  |         | Net Overriding Royalty Conveyance (Permian Basin Royalty Trust  Waddell Ranch) from Southland Royalty Company to The First National Bank of Fort Worth (now Bank of America, N.A.), as
Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated
herein by reference.* 
|               |  | 
|(10)(a)        |  |  |  |  |         | Underwriting Agreement dated December 15, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P. and Lehman Brothers Inc. and
Wachovia Capital Markets, LLC as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on December 19, 2005, is incorporated
herein by reference.*
|               |  | 
|(b)            |  |  |  |  |         | Underwriting Agreement dated August 2, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P. and Goldman Sachs & Co. and
Lehman Brothers Inc. as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on August 8, 2005, is incorporated herein by
reference.*                
|               |  | 
|(c)            |  |  |  |  |         | Underwriting Agreement dated August 17, 2006, among Permian Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil & Gas Company LP and Lehman Brothers Inc. and Wachovia
Capital Markets, LLC as representatives of the several underwriters heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on August 22, 2006, is incorporated herein by
reference.*              
|               |  | 
|(d)            |  |  |  |  |         | Registration Rights Agreement dated as of July 21, 2004 by and between Burlington Resources, Inc. and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed
as Exhibit 10.1 to the Trusts Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by
reference.*                                                                     



38



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##### Table of Contents

|               |  |  |   |  |         |                                                                                                        
|-------------- |  |  | - |  | ------- | -------------------------------------------------------------------------------------------------------
|Exhibit
Number |  |  |   |  | Exhibit
|               |  | 
|(23.1)         |  |  |  |  |         | Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**                                 
|               |  | 
|(31.1)         |  |  |  |  |         | Certification required by Rule 13a-14(a)/15d-14(a).**                                                  
|               |  | 
|(32.1)         |  |  |  |  |         | Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.**
|               |  | 
|(99.1)         |  |  |  |  |         | Report of Cawley, Gillespie & Associates, Inc., reservoir engineer.**                                  



|* | A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the Trustee, U.S. Trust, Bank of America Private Wealth
Management, P.O. Box 830650, Dallas, Texas 75202.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | Filed herewith.
|-- | ---------------



39



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##### Table of Contents

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.



BANK OF AMERICA, N.A., TRUSTEE FOR
THE PERMIAN BASIN ROYALTY TRUSTBy:

/S/    RON E. HOOPERRon E. Hooper Senior Vice President Trust Administrator


Date: March 1, 2013

(The Trust has no directors or executive officers.)



40



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##### Table of Contents

INDEX TO EXHIBITS



|               |  |  |   |  |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------- |  |  | - |  | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
NUMBER |  |  |   |  | EXHIBIT
|               |  | 
|(4)(a)         |  |  |  |  |         | Permian Basin Royalty Trust Indenture dated November 3, 1980, between Southland Royalty Company and The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
heretofore filed as Exhibit (4)(a) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by reference.*                                                           
|               |  | 
|(b)            |  |  |  |  |         | Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company to The First National Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated
November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by
reference.*                 
|               |  | 
|(c)            |  |  |  |  |         | Net Overriding Royalty Conveyance (Permian Basin Royalty Trust  Waddell Ranch) from Southland Royalty Company to The First National Bank of Fort Worth (now Bank of America, N.A.), as
Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated
herein by reference.* 
|               |  | 
|(10)(a)        |  |  |  |  |         | Underwriting Agreement dated December 15, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P. and Lehman Brothers Inc. and
Wachovia Capital Markets, LLC as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on December 19, 2005, is incorporated
herein by reference.*
|               |  | 
|(b)            |  |  |  |  |         | Underwriting Agreement dated August 2, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P. and Goldman Sachs & Co. and
Lehman Brothers Inc. as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on August 8, 2005, is incorporated herein by
reference.*                
|               |  | 
|(c)            |  |  |  |  |         | Underwriting Agreement dated August 17, 2006, among Permian Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil & Gas Company LP and Lehman Brothers Inc. and Wachovia
Capital Markets, LLC as representatives of the several underwriters heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on August 22, 2006, is incorporated herein by
reference.*              
|               |  | 
|(d)            |  |  |  |  |         | Registration Rights Agreement dated as of July 21, 2004 by and between Burlington Resources, Inc. and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed
as Exhibit 10.1 to the Trusts Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by reference.*                                                                     
|               |  | 
|(23.1)         |  |  |  |  |         | Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**                                                                                                                                                                                                                                                                                                                                                                                 
|               |  | 
|(31.1)         |  |  |  |  |         | Certification required by Rule 13a-14(a)/15d-14(a).**                                                                                                                                                                                                                                                                                                                                                                                                  
|               |  | 
|(32.1)         |  |  |  |  |         | Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                                                                                
|               |  | 
|(99.1)         |  |  |  |  |         | Report of Cawley, Gillespie & Associates, Inc., reservoir engineer.**                                                                                                                                                                                                                                                                                                                                                                                  



|* | A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the Trustee, U.S. Trust, Bank of America Private Wealth
Management, P.O. Box 830650, Dallas, Texas 75202.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | Filed herewith.
|-- | ---------------



41