UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~March 31,~~September 30, 2014

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

For the transition period from to

Commission File Number: 001-13357

Royal Gold, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		84-0835164
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation)		Identification No.)

1660 Wynkoop Street, Suite 1000
Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code(303) 573-1660

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

Indicate by check mark whether the registrant has submitted electronically and posted 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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 x		Accelerated filer o
Non-accelerated filer o ~~(Do not check if a smaller reporting company)~~		Smaller reporting company o
(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 Exchange Act). Yes o No x

There were ~~64,738,671~~64,814,621 shares of the Company’s common stock, par value $0.01 per share, outstanding as of ~~April 23,~~October 22, 2014. In addition, as of such date, there were ~~380,153~~380,205 exchangeable shares of RG Exchangeco Inc. outstanding which are exchangeable at any time into shares of the Company’s common stock on a one-for-one basis and entitle their holders to voting, dividend and other rights economically equivalent to those of the Company’s common stock.

Table of Contents

INDEX

		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1816

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3227

Item 4.	Controls and Procedures	3328

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	3429

Item 1A.	Risk Factors	3429

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3429

Item 3.	Defaults Upon Senior Securities	3429

Item 4.	Mine Safety Disclosure	3429

Item 5.	Other Information	3429

Item 6.	Exhibits	3429

SIGNATURES		3530

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ITEM 1. FINANCIAL STATEMENTS

ROYAL GOLD, INC.

Consolidated Balance Sheets

(Unaudited, in thousands except share data)

	March 31,			June 30,			September 30,			June 30,
	2014			2013			2014			2014
ASSETS
Cash and equivalents	$	646,112		$	664,035		$	691,411		$	659,536
Royalty receivables	42,209			50,385			43,227			46,654
Income tax receivable	20,026			15,158			16,271			21,947
Prepaid expenses and other	4,090			14,919			6,469			7,840
Total current assets	712,437			744,497			757,378			735,977

Royalty and stream interests, net (Note 3)	2,133,375			2,120,268			2,091,323			2,109,067
Available-for-sale securities (Note 4)	7,280			9,695			8,268			9,608
Other Assets	29,739			30,881
Other assets							35,894			36,892
Total assets	$	2,882,831		$	2,905,341		$	2,892,863		$	2,891,544

LIABILITIES
Accounts payable	2,949			2,838			2,311			3,897
Dividends payable	13,673			13,009			13,691			13,678
Foreign withholding taxes payable	3,984			15,518			879			2,199
Other current liabilities	4,938			3,720			3,904			2,730
Total current liabilities	25,544			35,085			20,785			22,504

Debt (Note 5)	309,401			302,263			314,333			311,860
Deferred tax liabilities	161,277			174,267			164,490			169,865
Uncertain tax positions (Note 9)	23,590			21,166			14,208			13,725
Other long-term liabilities	2,197			1,924			707			1,033
Total liabilities	522,009			534,705			514,523			518,987

Commitments and contingencies (Note 12)

EQUITY
Preferred stock, $.01 par value, authorized 10,000,000 shares authorized; and 0 shares issued	—			—			—			—
Common stock, $.01 par value, 100,000,000 shares authorized; and 64,409,078 and 64,184,036 shares outstanding, respectively	644			642
Exchangeable shares, no par value, 1,806,649 shares issued, less 1,276,221 and 1,139,420 redeemed shares, respectively	23,344			29,365
Common stock, $.01 par value, 100,000,000 shares authorized; and 64,594,419 and 64,578,401 shares outstanding, respectively							646			646
Exchangeable shares, no par value, 1,806,649 shares issued, less 1,426,792 and 1,426,792 redeemed shares, respectively							16,718			16,718
Additional paid-in capital	2,138,899			2,142,173			2,149,996			2,147,650
Accumulated other comprehensive loss	(6,987		)	(4,572		)	(1,500		)	(160		)
Accumulated earnings	186,915			181,279			194,859			189,871
Total Royal Gold stockholders’ equity	2,342,815			2,348,887			2,360,719			2,354,725
Non-controlling interests	18,007			21,749			17,621			17,832
Total equity	2,360,822			2,370,636			2,378,340			2,372,557
Total liabilities and equity	$	2,882,831		$	2,905,341		$	2,892,863		$	2,891,544

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

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ROYAL GOLD, INC.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited, in thousands except share data)

	For The Three Months Ended						For The Nine Months Ended						For The Three Months Ended
	March 31,			March 31,			March 31,			March 31,			September 30,			September 30,
	2014			2013			2014			2013			2014			2013
Revenue	$	57,748		$	74,166		$	167,020		$	231,898		$	69,026		$	56,487

Costs and expenses
Cost of sales	1,940			—			2,875			—			6,674			—
General and administrative	3,866			7,163			15,093			19,290			7,142			6,566
Production taxes	1,723			2,422			5,110			7,098			1,690			1,783
Depreciation, depletion and amortization	21,605			21,649			66,676			64,269			22,212			22,400
Impairment of mining assets													1,769			—
Total costs and expenses	29,134			31,234			89,754			90,657			39,487			30,749

Operating income	28,614			42,932			77,266			141,241			29,539			25,738

Loss on available for sale securties	—			(12,121		)	—			(12,121		)
Interest and other income	1,788			129			2,071			268			51			194
Interest and other expense	(5,941		)	(5,757		)	(17,665		)	(18,577		)	(6,712		)	(5,809		)
Income before income taxes	24,461			25,183			61,672			110,811			22,878			20,123

Income tax expense	(3,980		)	(18,286		)	(15,133		)	(51,062		)	(3,959		)	(4,842		)
Net income	20,481			6,897			46,539			59,749			18,919			15,281
Net income attributable to non-controlling interests	(338		)	(433		)	(535		)	(1,299		)	(239		)	(86		)
Net income attributable to Royal Gold common stockholders	$	20,143		$	6,464		$	46,004		$	58,450		$	18,680		$	15,195

Net income	$	20,481		$	6,897		$	46,539		$	59,749		$	18,919		$	15,281
Adjustments to comprehensive income, net of tax
Unrealized change in market value of available-for-sale securities	(127		)	(71		)	(2,415		)	(67		)	(1,340		)	1,131
Recognized loss on available-for-sale securities	—			10,246			—			13,716
Comprehensive income	20,354			17,072			44,124			73,398			17,579			16,412
Comprehensive income attributable to non-controlling interests	(338		)	(433		)	(535		)	(1,299		)	(239		)	(86		)
Comprehensive income attributable to Royal Gold stockholders	$	20,016		$	16,639		$	43,589		$	72,099		$	17,340		$	16,326

Net income per share available to Royal Gold common stockholders:

Basic earnings per share	$	0.31		$	0.10		$	0.71		$	0.93		$	0.29		$	0.23
Basic weighted average shares outstanding	64,963,605			64,837,598			64,895,464			62,723,061			64,962,883			64,858,354
Diluted earnings per share	$	0.31		$	0.10		$	0.71		$	0.93		$	0.29		$	0.23
Diluted weighted average shares outstanding	65,082,780			64,994,517			65,012,901			62,917,454			65,107,481			64,980,599
Cash dividends declared per common share	$	0.21		$	0.20		$	0.62		$	0.55		$	0.21		$	0.20

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

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ROYAL GOLD, INC.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	For The Nine Months Ended						For The Three Months Ended
	March 31,			March 31,			September 30,			September 30,
	2014			2013			2014			2013
Cash flows from operating activities:
Net income	$	46,539		$	59,749		$	18,919		$	15,281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	66,676			64,269			22,212			22,400
Loss on available-for-sale securities	—			12,121
Non-cash employee stock compensation expense	1,289			5,808			2,449			1,613
Gain on distribution to non-controlling interest	(259		)	(162		)
Amortization of debt discount	7,138			6,713			2,473			2,340
Tax benefit of stock-based compensation exercises	(320		)	(1,214		)
Impairment of mining assets							1,769			—
Tax expense of stock-based compensation exercises							303			28
Deferred tax benefit	(13,002		)	(5,832		)	(5,374		)	(2,857		)
Changes in assets and liabilities:
Royalty receivables	8,175			(5,073		)	3,427			2,193
Prepaid expenses and other assets	12,329			(4,223		)	2,147			10,297
Accounts payable	194			(581		)	(1,570		)	(725		)
Foreign withholding taxes payable	(11,533		)	(20		)	(1,320		)	(8,256		)
Income taxes receivable	(4,551		)	(1,349		)
Income taxes payable (receivable)							5,373			(9,010		)
Other liabilities	2,411			2,307			1,650			2,183
Net cash provided by operating activities	$	115,086		$	132,513		$	52,458		$	35,487

Cash flows from investing activities:
Acquisition of royalty and stream interests	(79,692		)	(277,081		)	(6,209		)	(48,028		)
Other	227			182			(127		)	(24		)
Net cash used in investing activities	$	(79,465	)	$	(276,899	)	$	(6,336	)	$	(48,052	)

Cash flows from financing activities:
Net proceeds from issuance of common stock	561			473,771			199			—
Common stock dividends	(39,706		)	(30,925		)	(13,678		)	(13,010		)
Purchase of additional royalty interest from non-controlling interest	(11,522		)	—
Debt issuance costs	(1,284		)	—
Distribution to non-controlling interests	(1,913		)	(2,027		)	(465		)	(533		)
Tax expense of stock-based compensation exercises	320			1,214
Net cash (used in) provided by financing activities	$	(53,544	)	$	442,033
Net (decrease) increase in cash and equivalents	(17,923		)	297,647
Tax benefit of stock-based compensation exercises							(303		)	(28		)
Net cash used in financing activities							$	(14,247	)	$	(13,571	)
Net increase (decrease) in cash and equivalents							31,875			(26,136		)
Cash and equivalents at beginning of period	664,035			375,456			659,536			664,035
Cash and equivalents at end of period	$	646,112		$	673,103		$	691,411		$	637,899

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

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties, metal streams, and similar interests. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. We may use the term “royalty interest” in these notes to the consolidated financial statements to refer to royalties, gold, silver or other metal stream interests, and other similar interests.

Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in this Form 10-Q. Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements. Operating results for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, ~~2014.~~2015. These interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013~~2014 filed with the Securities and Exchange Commission on August ~~8, 2013~~7, 2014 (“Fiscal ~~2013~~2014 10-K”).

~~As a result of the start of production at Mt. Milligan during the quarter ended December 31, 2013, the following new accounting policies are considered significant to the Company:~~

~~Gold Sales~~Asset Impairment

~~Gold~~We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The recoverability of the carrying value of royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each royalty interest property using estimates of proven and probable reserves and other relevant information received ~~under our metal streaming agreements is sold primarily~~from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the ~~spot market. The sales~~event of significant decreases in the price of gold, silver, copper, nickel and other metals, and whenever new information regarding the mineral properties is ~~fixed at~~obtained from the ~~delivery date~~operator indicating that production will not likely occur or may be reduced in the future, thus affecting the future recoverability of our royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Our estimates of gold, silver, copper, nickel and other metal prices, operator’s estimates of proven and probable reserves related to our royalty or streaming properties, and operator’s estimates of operating, capital and reclamation costs are subject to certain risks and uncertainties which may affect the recoverability of our investment in these royalty interests in mineral properties. Although we have made our best assessment of these factors based on current market conditions, it is possible that changes could occur, which could adversely affect the ~~gold spot price. Revenue~~net cash flows expected to be generated from ~~gold sales is recognized on the date of the sale, which is also the date that title to the gold passes to the purchaser.~~

~~Cost of Sales~~

~~Cost of sales is specific to our streaming agreement for Mt. Milligan and is the result~~these royalty interests. As part of the Company’s ~~purchases of gold for a cash payment of the lesser of $435 per ounce, or the prevailing market price of gold when purchased.~~

~~2. ACQUISITIONS~~

~~Phoenix Gold Project Stream Acquisition~~

~~On February 11, 2014,~~regular asset impairment analysis, the Company through its wholly-owned subsidiary RGLD Gold AG (“RGLD Gold”), entered into a $75 million Purchase and Sale Agreement (the “Agreement”) for a gold stream transaction with Rubicon Minerals Corporation (“Rubicon”). Pursuant to the Agreement, the $75 million payment deposit from RGLD Gold is to be used by Rubicon to help pay a significant portion of thedetermined that one

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

~~construction costs~~production stage royalty interest and one exploration stage royalty interest should be written down to zero for a total impairment of ~~the Phoenix Gold Project located in Ontario, Canada, which is currently in the development stage.~~$1.8 million as of September 30, 2014.

Pursuant to the Agreement, the $75 million payment deposit to Rubicon is prepayment of the purchase price for refined gold and is payable in five installments. The first installment of $10 million was made in conjunction with execution of definitive documents on February 11, 2014. The second installment of $20 million was paid on March 20, 2014, while the third, fourth and fifth installments of $15 million each are payable upon satisfaction of certain conditions precedent.2. ACQUISITION

Upon commencement of production at the Phoenix Gold Project, RGLD Gold will purchase and Rubicon will sell 6.30% of any gold produced from the Phoenix Gold Project until 135,000 ounces have been delivered, and 3.15% thereafter. For each delivery of gold, RGLD Gold will pay a purchase price per ounce of 25% of the spot price of gold at the time of delivery. In the event that RGLD Gold’s interests are subordinated to more than $50 million of senior debt, RGLD Gold’s per ounce purchase price will be reduced by 5.4% times the amount of the senior debt outstanding and drawn in excess of $50 million, divided by $50 million.Tetlin Royalty Acquisitions

On September 30, 2014, Royal Gold acquired a 2.0% net smelter return (“NSR”) royalty and a 3.0% NSR royalty held by private parties over areas comprising Contango ORE, Inc.’s Tetlin mining project located near Tok, Alaska, for total consideration of $6.0 million. The ~~Phoenix Gold Project gold stream~~ acquisition of the Tetlin royalties has been accounted for as an asset acquisition. The ~~$30 million paid as part~~total purchase price of ~~the aggregate pre-production commitment of $75~~$6.0 million, plus direct transaction costs, ~~have been recorded as a development stage stream interest within~~ ~~Royalty and stream interests, net~~ ~~on our consolidated balance sheets.~~

~~Goldrush Royalty Acquisition~~

~~NVR1 Royalty at Cortez~~3. ROYALTY AND STREAM INTERESTS, NET

~~On January 2,~~The following tables summarize the Company’s principal royalty and stream interests as of September 30, 2014 Royal Gold, through a wholly-owned subsidiary, increased its ownership interest in the limited partnership that owns the 1.25% net value royalty (“NVR1”) covering certain portions of the Pipeline Complex at Barrick’s Cortez gold mine in Nevada. As a result of the transaction, the NVR1 royalty rate attributable to our interest increased from 0.39% to 1.014% on production from all of the lands covered by the NVR1 royalty excluding production from the mining claims comprising the Crossroad deposit (the “Crossroad Claims”), and from zero to 0.618% on production from the Crossroad Claims. Total consideration for the transaction was approximately $11.5 million. Refer to Note 13 for a discussion of certain related party interests in this transaction.June 30, 2014.

~~El Morro Royalty Acquisition~~

In August 2013, Royal Gold, through a wholly-owned Chilean subsidiary, acquired a 70% interest in a 2.0% net smelter return (“NSR”) royalty on certain portions of the El Morro copper gold project in Chile (“El Morro”), from Xstrata Copper Chile S.A., for $35 million. Goldcorp Inc. holds 70% ownership of the El Morro project and is the operator, with the remaining 30% held by New Gold Inc.

As of September 30, 2014 (Amounts in thousands):	Cost		Accumulated Depletion			Net
Production stage royalty interests:
Andacollo	$	272,998	$	(58,569	)	$	214,429
Voisey’s Bay	150,138		(70,012		)	80,126
Peñasquito	99,172		(19,377		)	79,795
Mulatos	48,092		(29,305		)	18,787
Holt	34,612		(11,344		)	23,268
Robinson	17,825		(12,119		)	5,706
Cortez	10,630		(9,805		)	825
Other	489,689		(240,505		)	249,184
Total production stage royalty interests	1,123,156		(451,036		)	672,120

Production stage stream interests:
Mt. Milligan	783,046		(13,427		)	769,619
Total production stage royalty and stream interests	1,906,202		(464,463		)	1,441,739

Development stage royalty interests:
Pascua-Lama	372,105		—			372,105
Other	69,489		—			69,489
Total development stage royalty interests	441,594		—			441,594
Total development stage stream interests	41,282		—			41,282
Total development stage royalty and stream interests	482,876		—			482,876

Exploration stage royalty interests	166,708		—			166,708
Total royalty and stream interests	$	2,555,786	$	(464,463	)	$	2,091,323

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

The acquisition of the El Morro royalty interest has been accounted for as an asset acquisition. The total purchase price of $35 million, plus direct transaction costs, has been recorded as a development stage royalty interest within ~~Royalty and stream interests, net~~ ~~on our consolidated balance sheets.~~

As of June 30, 2014 (Amounts in thousands):	Cost		Accumulated Depletion			Net
Production stage royalty interests:
Andacollo	$	272,998	$	(56,147	)	$	216,851
Voisey’s Bay	150,138		(67,377		)	82,761
Peñasquito	99,172		(17,801		)	81,371
Mulatos	48,092		(28,548		)	19,544
Holt	34,612		(10,474		)	24,138
Robinson	17,825		(11,887		)	5,938
Cortez	10,630		(9,772		)	858
Other	488,309		(232,913		)	255,396
Total production stage royalty interests	1,121,776		(434,919		)	686,857

Production stage stream interests:
Mt. Milligan	783,046		(7,741		)	775,305
Total production stage royalty and stream interests	1,904,822		(442,660		)	1,462,162

Development stage royalty interests:
Pascua-Lama	372,105		—			372,105
Other	69,488		—			69,488
Total development stage royalty interests	441,593		—			441,593
Total development stage stream interests	41,103		—			41,103
Total development stage royalty and stream interests	482,696		—			482,696

Exploration stage royalty interests	164,209		—			164,209
Total royalty and stream interests	$	2,551,727	$	(442,660	)	$	2,109,067

~~3. ROYALTY AND STREAM INTERESTS~~4. AVAILABLE-FOR-SALE SECURITIES

The ~~following tables summarize the~~ Company’s ~~royalty interests in mineral properties~~available-for-sale securities as of ~~March 31,~~September 30, 2014 and June 30, ~~2013.~~2014 consist of the following:

As of March 31, 2014
(Amounts in thousands):

Cost

Accumulated
Depletion

Net

Production stage royalty interests:

Andacollo

$
272,998

$
(53,933
)
$
219,065

Voisey’s Bay

150,138

(64,436
)
85,702

Peñasquito

99,172

(16,018
)
83,154

LasCruces

57,230

(15,595
)
41,635

Dolores

55,820

(10,429
)
45,391

Mulatos

48,092

(27,650
)
20,442

Wolverine

45,158

(11,244
)
33,914

Canadian Malartic

38,800

(9,107
)
29,693

Holt

34,612

(9,559
)
25,053

Gwalia Deeps

31,070

(9,609
)
21,461

Inata

24,871

(11,431
)
13,440

Ruby Hill

24,335

(11,302
)
13,033

Leeville

18,322

(15,823
)
2,499

Robinson

17,825

(11,713
)
6,112

Cortez

10,630

(9,739
)
891

Other

192,703

(128,048
)
64,655

1,121,776

(415,636
)
706,140

Production stage stream interests:

Mt. Milligan

783,046

(2,389
)
780,657

Production stage royalty and stream interests

1,904,822

(418,025
)
1,486,797

Development stage royalty interests:

Pascua-Lama

372,105

—

372,105

El Morro

35,139

—

35,139

Other

34,149

—

34,149

Development stage stream interests:

Phoenix Gold

30,571

—

30,571

Other

10,418

—

10,418

Development stage royalty and stream interests

482,382

—

482,382

Exploration stage royalty interests

164,196

—

164,196

Total royalty and stream interests

$
2,551,400

$
(418,025
)
$
2,133,375

	As of September 30, 2014
			(Amounts in thousands)
			Unrealized
	Cost Basis		Gain		Loss			Fair Value
Non-current:
Seabridge	$	9,565	—		(1,338		)	$	8,227
Other	203		—		(162		)	41
	$	9,768	$	—	$	(1,500	)	$	8,268

	As of June 30, 2014
			(Amounts in thousands)
			Unrealized
	Cost Basis		Gain		Loss			Fair Value
Non-current:
Seabridge	$	9,565	—		—			$	9,565
Other	203		—		(160		)	43
	$	9,768	$	—	$	(160	)	$	9,608

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

As of June 30, 2013
(Amounts in thousands):

Cost

Accumulated
Depletion

Net

Production stage royalty interests:

Andacollo

$
272,998

$
(44,317
)
$
228,681

Voisey’s Bay

150,138

(51,881
)
98,257

Peñasquito

99,172

(12,393
)
86,779

Las Cruces

57,230

(11,713
)
45,517

Mulatos

48,092

(24,545
)
23,547

Wolverine

45,158

(7,891
)
37,267

Dolores

44,878

(8,186
)
36,692

Canadian Malartic

38,800

(6,320
)
32,480

Holt

34,612

(6,564
)
28,048

Gwalia Deeps

31,070

(7,194
)
23,876

Inata

24,871

(9,303
)
15,568

Ruby Hill

24,335

(3,054
)
21,281

Leeville

18,322

(15,484
)
2,838

Robinson

17,825

(11,224
)
6,601

Cortez

10,630

(9,716
)
914

Other

190,702

(121,654
)
69,048

1,108,833

(351,439
)
757,394

Development stage royalty interests:

Pascua-Lama

372,105

—

372,105

Other

32,934

—

32,934

Development stage stream interests:

Mt. Milligan

770,093

—

770,093

Other

10,418

—

10,418

Development stage royalty and stream interests

1,185,550

—

1,185,550

Exploration stage royalty interests

177,324

—

177,324

Total royalty and stream interests

$
2,471,707

$
(351,439
)
$
2,120,268

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~~ROYAL GOLD, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~4. AVAILABLE-FOR-SALE SECURITIES~~

~~The Company’s available-for-sale securities as of March 31, 2014 and June 30, 2013 consist of the following:~~

As of March 31, 2014

(Amounts in thousands)

Unrealized

Cost Basis

Gain

Loss

Fair Value

Non-current:

Seabridge

$
14,064

—

$
(6,825
)
$
7,239

Other

203

—

(162
)
41

$
14,267

$
—

$
(6,987
)
$
7,280

As of June 30, 2013

(Amounts in thousands)

Unrealized

Cost Basis

Gain

Loss

Fair Value

Non-current:

Seabridge

$
14,064

—

$
(4,509
)
$
9,555

Other

203

—

(63
)
140

$
14,267

$
—

$
(4,572
)
$
9,695

The most significant available-for-sale security is the investment in Seabridge Gold, Inc. (“Seabridge”) common stock, acquired in June 2011 and discussed in greater detail in our Fiscal ~~2013~~2014 10-K. The Company’s policy for determining whether declines in fair value of available-for-sale securities are other than temporary includes a quarterly analysis of the investments and a review by management of all investments for which the cost exceeds the fair value. Any temporary declines in fair value are recorded as a charge to other comprehensive income. If such impairment is determined by the Company to be other than temporary, the investment’s cost basis is written down to fair value and recorded in net income during the period the Company determines such impairment to be other than temporary. Based on the Company’s quarterly analysis of its investments and our ability and intent to hold these investments for a reasonable period of time, there were no write downs on our available-for-sale securities during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2014. The Company recognized a loss on available-for-sale securities of ~~$12.1~~$4.5 million during the ~~third~~fourth quarter of our fiscal year ended June 30, ~~2013.~~2014. The Company will continue to evaluate its investment in Seabridge common stock considering additional facts and circumstances as they arise, including, but not limited to, the progress of development of Seabridge’s KSM project.

5. DEBT

The Company’s non-current debt as of ~~March 31,~~September 30, 2014 and June 30, ~~2013~~2014 consists of the following:

As of

As of

March 31, 2014

June 30, 2013

Non-current

Non-current

(Amounts in thousands)

Convertible notes due 2019, net

$
309,401

$
302,263

Total debt

$
309,401

$
302,263

~~Table of Contents~~

~~ROYAL GOLD, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

	As of		As of
	September 30, 2014		June 30, 2014
	Non-current		Non-current
	(Amounts in thousands)
Convertible notes due 2019, net	$	314,333	$	311,860
Total debt	$	314,333	$	311,860

Convertible Senior Notes Due 2019

In June 2012, the Company completed an offering of $370 million aggregate principal amount of 2.875% convertible senior notes due 2019 (“2019 Notes”). The 2019 Notes bear interest at the rate of 2.875% per annum, and the Company is required to make semi-annual interest payments on the outstanding principal balance of the 2019 Notes on June 15 and December 15 of each ~~year, beginning December 15, 2012.~~year. The 2019 Notes mature on June 15, 2019. Interest expense recognized on the 2019 Notes for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2014 and 2013, was $5.4 million and ~~$16.0~~$5.3 million, respectively, ~~compared to $5.2 million and $15.5 million for the three and nine months ended March 31, 2013,~~ and included the contractual coupon interest, the accretion of the debt discount and amortization of the debt issuance costs.

Revolving credit facility

~~On January 29,~~The Company maintains a $450 million revolving credit facility. As of September 30, 2014, ~~Royal Gold amended and restated~~the Company had no amounts outstanding under the revolving credit facility. As discussed in Note 6 to the notes to consolidated financial statements in the Company’s Fiscal 2014 10-K, the Company has financial covenants associated with its revolving credit facility. Key modifications to the revolving credit facility include, among other items: (1) an increase in the maximum availability from $350 million to $450 million; (2) an extension of the final maturity from May 2017 to January 2019; (3) an increase of the accordion feature from $50 million to $150 million which allows the Company to increase availability under the revolving credit facility at its option, subject to satisfaction of certain conditions, to $600 million; (4) a reduction in the commitment fee from 0.375% to 0.25%; (5) a reduction in the drawn interest rate from LIBOR + 1.75% to LIBOR + 1.25%; (6) removal of the secured debt ratio, and (7) maintaining the leverage ratio (as defined therein) less than or equal to 3.5 to 1.0, with an increase to 4.0 to 1.0 for the two quarters following the completion of a material permitted acquisition, as defined. At ~~March 31,~~September 30, 2014, the Company was in compliance with each financial ~~covenant and had no amounts outstanding under the revolving credit facility.~~covenant.

6.~~REVENUE~~

~~Revenue is comprised of the following:~~

For The Three Months Ended

For The Nine Months Ended

March 31,

March 31,

March 31,

March 31,

2014

2013

2014

2013

(Amounts in thousands)

(Amounts in thousands)

Royalty interests

$
51,795

$
74,166

$
158,429

$
231,898

Stream interests

5,953

—

8,591

—

Total revenue

$
57,748

$
74,166

$
167,020

$
231,898

119

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

6. REVENUE

Revenue is comprised of the following:

	For The Three Months Ended
	September 30,		September 30,
	2014		2013
	(Amounts in thousands)
Royalty interests	$	49,369	$	56,487
Stream interests	19,657		—
Total revenue	$	69,026	$	56,487

7.STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense as follows:

	For The Three Months Ended					For The Nine Months Ended					For The Three Months Ended
	March 31,			March 31,		March 31,			March 31,		September 30,		September 30,
	2014			2013		2014			2013		2014		2013
	(Amounts in thousands)					(Amounts in thousands)					(Amounts in thousands)
Stock options	$	88		$	113	$	356		$	370	$	112	$	129
Stock appreciation rights	316			378		980			1,196		355		306
Restricted stock	389			613		2,437			2,392		1,170		1,267
Performance stock	(1,263		)	805		(2,484		)	1,850		812		(89		)
Total stock-based compensation expense	$	(470	)	$	1,909	$	1,289		$	5,808	$	2,449	$	1,613

Stock-based compensation expense is included within general and administrative in the consolidated statements of operations and comprehensive income.

There were 19,760 and 24,775 stock options granted during the three months ended September 30, 2014 and 2013, respectively. As of ~~March 31,~~September 30, 2014, there was $0.9 million of unrecognized compensation expense ~~(expressed in thousands below)~~related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.3 years.

There were 87,890 and 84,125 stock-settled stock appreciation rights (“SSARs”) granted during the three months ended September 30, 2014 and 2013, respectively.�� As of September 30, 2014, there was $3.3 million of unrecognized compensation expense related to non-vested SSARs, which is expected to be recognized over a weighted-average period of 2.4 years.

There were 55,589 and 66,150 shares of restricted stock granted during the three months ended September 30, 2014 and 2013, respectively. As of September 30, 2014, there was $7.9 million of unrecognized compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted-average vesting period ~~for each~~ of ~~our stock-based compensation awards was as follows:~~3.6 years.

Unrecognized
compensation
expense

Weighted-
average vesting
period (years)

Stock options

$
633

1.9

Stock appreciation rights

1,931

2.0

Restricted stock

5,863

3.3

Performance stock

—

—

There were 46,800 and 71,700 shares of performance stock granted during the three months ended September 30, 2014 and 2013, respectively. As of September 30, 2014, there was $4.0 million of unrecognized compensation expense related to non-vested performance stock, which is expected to be

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

recognized over a weighted-average vesting period of 2.0 years based on management’s current estimate of the performance award criteria being achieved.

8.EARNINGS PER SHARE (“EPS”)

Basic earnings per common share were computed using the ~~weighted average~~weighted-average number of shares of common stock outstanding during the period, considering the effect of participating securities. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Company’s unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. The Company’s unexercised stock options, unexercised ~~stock-settled stock appreciation rights~~SSARs and unvested performance stock do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities. Use of the two-class method has an immaterial impact on the calculation of basic and diluted earnings per common share.

~~Table of Contents~~

~~ROYAL GOLD, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The following tables summarize the effects of dilutive securities on diluted EPS for the period:

									For The Three Months Ended
	For The Three Months Ended				For The Nine Months Ended				September 30,		September 30,
	March 31,		March 31,		March 31,		March 31,		2014		2013
	2014		2013		2014		2013		(in thousands, except per share data)
	(in thousands, except per share data)				(in thousands, except per share data)
Net income available to Royal Gold common stockholders	$	20,143	$	6,464	$	46,004	$	58,450	$	18,680	$	15,195
Weighted-average shares for basic EPS	64,963,605		64,837,598		64,895,464		62,723,061		64,962,883		64,858,354
Effect of other dilutive securities	119,175		156,919		117,437		194,393		144,598		122,245
Weighted-average shares for diluted EPS	65,082,780		64,994,517		65,012,901		62,917,454		65,107,481		64,980,599

Basic earnings per share	$	0.31	$	0.10	$	0.71	$	0.93	$	0.29	$	0.23

Diluted earnings per share	$	0.31	$	0.10	$	0.71	$	0.93	$	0.29	$	0.23

The calculation of ~~weighted average~~weighted-average shares includes all of our outstanding stock: common stock and exchangeable shares. Exchangeable shares are the equivalent of common shares in that they have the same dividend rights and share equitably in undistributed earnings and are exchangeable on a one-for-one basis for shares of our common stock. The Company intends to settle the principal amount of the 2019 Notes in cash. As a result, there will be no impact to diluted earnings per share unless the share price of the Company’s common stock exceeds the conversion price of $105.31.

9.~~INCOME TAXES~~

For The Three Months Ended

For The Nine Months Ended

March 31,

March 31,

March 31,

March 31,

2014

2013

2014

2013

(Amounts in thousands, except rate)

(Amounts in thousands, except rate)

Income tax expense

$
3,980

$
18,286

$
15,133

$
51,062

Effective tax rate

16.3
%
72.6
%
24.5
%
46.1
%

The decrease in the effective tax rate for the three months ended March 31, 2014, is primarily attributable to (i) a favorable tax rate associated with certain operations in lower-tax jurisdictions, (ii) an increase in foreign tax credits claimed, (iii) a decrease in tax expense relating to a decrease in taxable foreign currency exchange gains, and (iv) the prior year recognized loss on available-for-sale securities without a corresponding tax benefit. The decrease in the effective rate for the three months ended March 31, 2014 was partially off-set by (i) an increase in tax expense related to changes in estimates for uncertain tax positions and (ii) an increase in income tax expense related to earnings from non-U.S. subsidiaries. The decrease in the effective tax rate for the nine months ended March 31, 2014, is primarily attributable to (i) a favorable tax rate associated with certain operations in lower-tax jurisdictions, (ii) a decrease in tax expense relating to a decrease in foreign currency exchange gains, (iii) an increase in foreign tax credits claimed, and (iv) the prior year recognized loss on available-for-sale securities without a corresponding tax benefit.

During fiscal 2014, the Company has asserted the indefinite reinvestment of certain foreign subsidiary earnings. As a result, the Company has not provided for U.S. income taxes applicable to the specific undistributed earnings. The Company has the ability to indefinitely reinvest these foreign earnings based on revenue and cash projections of our other investments, current cash on hand, and availability under our revolving credit facility.

During the nine months ended March 31, 2014, and as a result of continued review of the June 30, 2012 and 2013 tax returns and financial statement impacts of the results of this review, we recorded a $2.7 million income tax benefit resulting from identified errors. In accordance with applicable U.S. GAAP,

1311

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

~~management quantitatively~~9. INCOME TAXES

	For The Three Months Ended
	September 30,			September 30,
	2014			2013
	(Amounts in thousands, except rate)

Income tax expense	$	3,959		$	4,842
Effective tax rate	17.3		%	24.1		%

The decrease in the effective tax rate for the quarter ended September 30, 2014 is primarily related to (i) a favorable tax rate associated with certain operations in lower-tax jurisdictions, and ~~qualitatively evaluated~~(ii) a decrease in tax expense due to the ~~materiality~~Chilean tax legislation enacted in the quarter and the re-measurement of the ~~errors and determined~~Chilean long term deferred tax asset to the ~~errors~~higher corporate income tax rate. The decrease in tax expense was partially offset by an increase in current year tax expense due to ~~be immaterial to our Fiscal 2012 and 2013 consolidated financial statements.~~accrual for uncertain tax positions.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non-U.S. income tax examinations by tax authorities for fiscal years before 2009.

~~As of~~ March 31, 2014 and June 30, 2013, the Company had $23.6 million and $21.2 million of total gross unrecognized tax benefits, respectively. The increase in gross unrecognized tax benefits was primarily related to tax positions of International Royalty Corporation entities taken prior to or upon its acquisition by the Company during fiscal year 2010. If recognized, these unrecognized tax benefits would positively impact the Company’s effective income tax rate.

~~The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At~~ ~~March 31, 2014 and June 30, 2013, the amount of accrued income-tax-related interest and penalties was $5.8 million and $4.3 million, respectively.~~

As a result of (i) ~~statutes~~statute of limitations that will begin to expire inwithin the next 12 months in various jurisdictions, (ii) possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, and (iii) an additional accrual of exposure and interest on existing items the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will not decrease ~~between $4 million and $4.5 million~~ in the next 12 months.

As of September 30, 2014 and June 30, 2014, the Company had $14.2 million and $13.7 million of total gross unrecognized tax benefits, respectively. If recognized, these unrecognized tax benefits would positively impact the Company’s effective income tax rate.

The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At September 30, 2014 and June 30, 2014, the amount of accrued income-tax-related interest and penalties was $5.9 million and $5.4 million, respectively.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

10. SEGMENT INFORMATION

The Company manages its business under a single operating segment, consisting of the acquisition and management of royalty and stream interests. Royal Gold’s royalty revenue and long-lived assets (royalty and stream interests, net) are geographically distributed as shown in the following table.

	Revenue				Royalty and Stream Interests, net		Revenue		Royalty and Stream Interests, net
	Three Months Ended		Nine Months Ended				Three Months Ended
	March 31,		March 31,		As of	As of	September 30,		As of	As of
	2014	2013	2014	2013	March 31, 2014	June 30, 2013	2014	2013	September 30, 2014	June 30, 2014
Canada	35%	26%	30%	24%	53%	52%	45%	26%	53%	53%
Chile	19%	32%	24%	29%	31%	30%	16%	31%	32%	31%
United States							16%	13%	3%	3%
Mexico	18%	17%	19%	19%	7%	7%	14%	18%	7%	7%
United States	16%	15%	15%	17%	3%	4%
Australia							3%	4%	3%	3%
Africa	5%	3%	4%	3%	1%	1%	2%	3%	1%	1%
Australia	3%	3%	4%	3%	3%	3%
Other	4%	4%	4%	5%	2%	3%	4%	5%	1%	2%

11. FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for

~~Table of Contents~~

~~ROYAL GOLD, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1:Quoted prices for identical instruments in active markets;

Level 2:Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3:Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth the Company’s financial assets measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy.

At March 31, 2014

Carrying

Fair Value

Amount

Total

Level 1

Level 2

Level 3

Assets (In thousands):

United States treasury bills(1)

$
499,986

$
499,986

$
499,986

$
—

$
—

Marketable equity securities(2)

$
7,280

$
7,280

$
7,280

$
—

$
—

Total assets

$
507,266

$
507,266

$
—

$
—

Liabilities (In thousands):

Debt(3)

$
386,401

$
384,800

$
384,800

$
—

$
—

Total liabilities

$
384,800

$
384,800

$
—

$
—

Table of Contents

ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

	At September 30, 2014
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
Assets (In thousands):
United States treasury bills(1)	$	499,991	$	499,991	$	499,991	$	—	$	—
Marketable equity securities(2)	$	8,268	$	8,268	$	8,268	$	—	$	—
Total assets			$	508,259	$	508,259	$	—	$	—

Liabilities (In thousands):
Debt(3)	$	391,333	$	387,575	$	387,575	$	—	$	—
Total liabilities			$	387,575	$	387,575	$	—	$	—

(1)Included in Cash and equivalents in the Company’s consolidated balance sheets.

(2)Included in Available for sale securities in the Company’s consolidated balance sheets.

(3)Included in the carrying amount is the equity component of our 2019 Notes in the amount of $77 million, which is included within Additional paid-in capital in the Company’s consolidated balance sheets.

The Company invests primarily in United States treasury bills with maturities of 90 days or less, which are classified within Level 1 of the fair value hierarchy. The Company also invests in money market funds, which are traded by dealers or brokers in active over-the-counter markets. The Company’s money market funds, which are invested in United States treasury bills or United States treasury backed securities, are also classified within Level 1 of the fair value hierarchy. The Company’s marketable equity securities classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets. The fair value of the Level 1 marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company. The Company’s debt classified within Level 1 of the fair value hierarchy is valued using quoted prices in an active market.

As of ~~March 31,~~September 30, 2014, the Company also had assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis like those associated with royalty ~~and stream~~ interests in mineral properties, intangible assets and other long-lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition ~~are~~is applicable if any of these assets are determined to be ~~impaired; however, no triggering events have occurred relative to any~~impaired. As discussed in Note 1, two of these assets were written down to fair value (or $0) during the ~~nine~~three months ended ~~March 31,~~September 30, 2014. If recognition of these assets at their fair value becomes necessary, such measurements will be determined utilizing Level 3 inputs.

1512.COMMITMENTS AND CONTINGENCIES

Phoenix Gold Project Stream Acquisition

As of September 30, 2014, the Company has a remaining commitment of $45 million as part of its Phoenix Gold Project stream acquisition in February 2014. The Company made a $17 million payment as part of this commitment on October 3, 2014.

Tulsequah Chief Gold and Silver Stream Acquisition

As of September 30, 2014, the Company has a remaining commitment of $45 million as part of its Tulsequah Chief gold and silver stream acquisition in December 2011, as amended in July 2014, payment of which is subject to satisfaction of certain conditions precedent.

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ROYAL GOLD, INC.

Notes to Consolidated Financial Statements

(Unaudited)

~~12.~~~~COMMITMENTS AND CONTINGENCIES~~

~~Phoenix Gold Project Stream Acquisition~~

~~As of March 31, 2014, the Company has a remaining commitment of $45 million as part of its Phoenix Gold Project stream acquisition in February 2014 (Note 3).~~

~~Mt. Milligan Gold Stream Acquisition~~

The Company’s final commitment payment of $12.9 million to Thompson Creek as part of the Mt. Milligan gold stream acquisition was made in September 2013. The Company has no remaining commitment payments to Thompson Creek as part of the Mt. Milligan gold stream.

~~Tulsequah Chief Gold and Silver Stream Acquisition~~

As of March 31, 2014, the Company has a remaining commitment of $50 million as part of its Tulsequah Chief gold and silver stream acquisition in December 2011, which is subject to satisfaction of certain conditions precedent.

Voisey’s Bay

The Company indirectly owns a royalty on the Voisey’s Bay mine in Newfoundland and Labrador owned by Vale Newfoundland & Labrador Limited (“VNL”). The royalty is directly owned by the Labrador Nickel Royalty Limited Partnership (“LNRLP”), in which the Company’s wholly-owned indirect subsidiary, Canadian Minerals Partnership, is the general partner and 89.99% owner. The remaining interests in LNRLP are owned by Altius Investments Ltd. (10%), a company unrelated to Royal Gold, and the Company’s wholly-owned indirect subsidiary, Voisey’s Bay Holding Corporation (0.01%).

On October 16, 2009, LNRLP filed a claim in the Supreme Court of Newfoundland and Labrador Trial Division against Vale Inco Limited, now known as Vale Canada Limited (“Vale Canada”) and its wholly-owned subsidiaries, Vale Inco Atlantic Sales Limited and VNL, related to the calculation of the NSR on the sale of concentrates, including nickel concentrates, from the Voisey’s Bay mine to Vale Canada. The claim asserts that Vale Canada is incorrectly calculating the NSR and requests an order in respect of the correct calculation of future payments. The claim also requests specific damages for underpayment of past royalties to the date of the claim in an amount not less than $29 million, together with additional damages until the date of trial, interest, costs and other damages. The litigation is in the discovery phase.

13. ~~RELATED PARTY~~SUBSEQUENT EVENT

~~Crescent Valley Partners, L.P. (“CVP”) was formed as a limited partnership in April 1992. CVP owns the NVR1 royalty~~Acquisition of Gold Stream on production of minerals from a portion of Cortez. Denver Mining Finance Company (“DMFC”), our wholly-owned subsidiary, is the general partner and held an aggregate 31.633% limited partner interest as of December 31, 2013.Euromax’s Ilovitza Project

On ~~January 2,~~October 20, 2014, ~~Royal~~RGLD Gold ~~through its wholly-owned~~AG (“RGLD Gold”), a wholly owned subsidiary ~~DMFC, increased its ownership interest in~~of the ~~NVR1 royalty by acquiring all or~~Company, entered into a $175.0 million gold stream transaction with Euromax Resources Ltd (“Euromax”) that will finance a definitive feasibility study, permitting work, early stage engineering and a significant portion of the ~~limited partnership interests of~~construction at Euromax’s Ilovitza gold-copper project located in southeast Macedonia, approximately nine ~~limited partners in CVP, aggregating 49.465%~~miles west of the ~~outstanding limited partnership interests,~~Bulgarian border. RGLD Gold will make two advance deposit payments to Euromax totaling $15.0 million, which will be used for ~~approximately $11.5 million. The limited partners from whom DMFC acquired limited partnership interests included our Chairman~~completion of the ~~Board~~definitive feasibility study and permitting of ~~Directors, who sold 3.0% out~~the project, followed by payments aggregating $160 million towards project construction, in each case subject to certain conditions. Payment of ~~his total 3.063% interest;~~the first $7.5 million deposit is conditioned upon Euromax raising an additional $5 million in equity. Royal Gold’s decision to proceed with the second $7.5 million deposit and the construction payments is conditioned upon, among other things, its satisfaction with the definitive feasibility study and environmental evaluations, demonstrated project viability, and sufficient project financing and permits to construct and operate the mine. The construction payments would be paid pro-rata with the balance of the project funding. In exchange, Euromax will deliver physical gold equal to 25% of gold produced from the Ilovitza project until 525,000 ounces have been delivered, and 12.5% thereafter (in each case subject to adjustment). RGLD Gold’s purchase price per ounce will be 25% of the spot price at time of delivery.

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~~ROYAL GOLD, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

one former member of our Board of Directors, who sold his entire 24.5% interest; and another former member of our Board of Directors, who sold his entire 8.0% interest. As a result of the transaction, DMFC now holds 81.098% of the outstanding limited partnership interests in CVP, equating to a 1.014% net value royalty on production from all of the lands covered by the NVR1 Royalty excluding production from the mining claims comprising the Crossroad Claims at Cortez, and a 0.618% net value royalty on production from the Crossroad Claims. The Crossroad Claims are part of the Pipeline Complex. The remaining related party, our Chairman of the Board of Directors, now holds a 0.063% limited partner interest in CVP.

CVP receives its royalty from the Cortez Joint Venture in-kind. The Company, as well as certain other limited partners, sell their pro-rata shares of such gold immediately and receive distributions in cash, while CVP holds gold for certain other limited partners. Such gold inventories, which totaled 9,476 and 9,742 ounces of gold as of March 31, 2014 and June 30, 2013, respectively, are held by a third party refinery in Utah for the account of the limited partners of CVP. The inventories are carried at historical cost and are classified within ~~Other assets~~ on the Company’s consolidated balance sheets. The carrying value of the gold in inventory was approximately $6.0 million and $6.1 million as of March 31, 2014 and June 30, 2013, respectively, while the fair value of such ounces was approximately $12.2 million and $11.6 million as of March 31, 2014 and June 30, 2013, respectively. None of the gold currently held in inventory as of March 31, 2014 and June 30, 2013, is attributed to Royal Gold, as the gold allocated to Royal Gold’s CVP partnership interest is typically sold within five days of receipt.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. Royal Gold, Inc. (“Royal Gold”, the “Company”, “we”, “us”, or “our”), recommends that you read this MD&A in conjunction with our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013~~2014 filed with the Securities and Exchange Commission (the “SEC”) on August ~~8, 2013~~7, 2014 (the “Fiscal ~~2013~~2014 10-K”).

This MD&A contains forward-looking information. You should review our important note about forward-looking statements following this MD&A.

We refer to “GSR,” “NSR,” “metal stream” and other types of royalty or similar interests throughout this MD&A. These terms are defined in our Fiscal ~~2013~~2014 10-K.

Overview

Royal Gold, Inc., together with its subsidiaries, is engaged in the business of acquiring and managing precious metals royalties, metal streams, and similar interests. Royalties are non-operating interests in mining projects that provide the right to revenue or metals produced from the project after deducting specified costs, if any. A metal stream is a purchase agreement that provides, in exchange for an upfront deposit payment, the right to purchase all or a portion of one or more metals produced from a mine, at a price determined for the life of the transaction by the purchase agreement. We may use the term “royalty interest” in this Quarterly Report on Form 10-Q to refer to royalties, gold, silver or other metal stream interests, and other similar interests. We seek to acquire existing royalty interests or to finance projects that are in production or in the development stage in exchange for royalty interests. In the ordinary course of business, we engage in a continual review of opportunities to acquire existing royalty interests, to create new royalty interests through the financing of mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

As of ~~March 31,~~September 30, 2014, the Company owned royalty interests on 37 producing properties, 2223 development stage properties and ~~142~~138 exploration stage properties, of which the Company considers 47 to be evaluation stage projects. The Company uses “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. WeAs the holder of a portfolio of royalty interests, we do not conduct mining operations nor are we required to contribute to capital costs, exploration costs, environmental costs or other mining, processing ~~and~~or other operating costs on the properties in which we hold royalty interests. During the three months ended ~~March 31,~~September 30, 2014, we focused on the management of our existing royalty ~~and streaming~~ interests and the acquisition of royalty ~~and streaming~~ interests.

Our financial results are primarily tied to the price of gold and, to a lesser extent, the price of silver, copper and nickel, together with the amounts of production from our producing stage royalty interests. The ~~prices~~price of gold, silver, copper, nickel and other metals have fluctuated widely in recent ~~years.~~years and most recently have experienced declines from highs experienced in the first half of our fiscal year 2013. The marketability and the price of metals are influenced by numerous factors beyond the control of the

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Company and significant declines in the price of gold, silver, copper or nickel could have a material and adverse effect on the Company’s results of operations and financial condition.

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For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2014 and 2013, gold, silver, copper and nickel price averages and percentage of revenue by metal were as follows:

	Three Months Ended								Nine Months Ended								Three Months Ended
	March 31, 2014				March 31, 2013				March 31, 2014				March 31, 2013				September 30, 2014			September 30, 2013
Metal	Average Price		Percentage of Revenue		Average Price		Percentage of Revenue		Average Price		Percentage of Revenue		Average Price		Percentage of Revenue		Average Price		Percentage of Revenue	Average Price		Percentage of Revenue
Gold ($/ounce	$	1,293	72	%	$	1,632	73	%	$	1,299	70	%	$	1,668	71	%	$	1,282	76%	$	1,326	70%
Silver ($/ounce)	$	20.48	6	%	$	30.11	6	%	$	20.87	7	%	$	30.87	7	%	$	19.76	4%	$	21.32	7%
Copper ($/pound)	$	3.19	6	%	$	3.60	8	%	$	3.22	9	%	$	3.56	11	%	$	3.17	10%	$	3.21	11%
Nickel ($/pound)	$	6.64	10	%	$	7.85	10	%	$	6.42	8	%	$	7.65	8	%	$	8.43	4%	$	6.31	8%
Other	N/A		6	%	N/A		3	%	N/A		6	%	N/A		3	%	N/A		6%	N/A		4%

Recent Business Developments

~~Phoenix Gold Project Stream Acquisition~~Tetlin Master Agreement and Royalty Acquisitions

On ~~February 11,~~September 29, 2014, Royal Gold and Contango ORE, Inc. (“Contango”) entered into a Master Agreement pursuant to which Contango will, upon consummation of a joint venture transaction contemplated in the Master Agreement, transfer all of its assets relating to the Tetlin gold-copper-silver project located near Tok, Alaska, into a newly formed joint venture with Royal Gold. The Company ~~through~~has the ability to obtain up to a 40% membership interest in the joint venture in exchange for aggregate contributions of up to $30.0 million. The project is situated partly on lands leased from the Native Village of Tetlin, a federally recognized Indian tribe (“Tetlin”). By action of the Tetlin Tribal Council and Tetlin membership, Tetlin ratified the lease and agreed to stabilize the terms of the lease for its ~~wholly-owned subsidiary~~duration in the event Tetlin seeks federal trust oversight of tribal lands subject to the lease. Consummation of the joint venture transaction is subject to various conditions, including, among others, (i) approval by Contango’s shareholders of the joint venture transaction, and (ii) the payment by Royal Gold of $5.0 million to the joint venture and an additional $750,000 to Contango pursuant to the Master Agreement.

On September 30, 2014, Royal Gold acquired a 2.0% net smelter return (“NSR”) royalty and a 3.0% NSR royalty held by private parties over areas comprising the Tetlin project for total consideration of $6.0 million.

Acquisition of Gold Stream on Euromax’s Ilovitza Project

On October 20, 2014, RGLD Gold AG (“RGLD Gold”), a wholly owned subsidiary of the Company, entered into a ~~$75~~$175.0 million ~~Purchase and Sale Agreement (the “Agreement”) for a~~ gold stream transaction with ~~Rubicon Minerals Corporation~~Euromax Resources Ltd (“~~Rubicon”~~Euromax”)~~. Pursuant to the Agreement, the $75 million payment deposit from RGLD Gold is to be used by Rubicon to help pay~~ that will finance a definitive feasibility study, permitting work, early stage engineering and a significant portion of the construction ~~costs~~at Euromax’s Ilovitza gold-copper project located in southeast Macedonia, approximately nine miles west of the ~~Phoenix Gold Project located in Ontario, Canada, which is currently in the development stage.~~

Pursuant to the Agreement, the $75 million payment deposit to Rubicon as prepayment of the purchase price for refined gold is payable in five installments. The first installment of $10 million was made in conjunction with execution of definitive documents on February 11, 2014. The second installment of $20 million was paid on March 20, 2014, while the third, fourth and fifth installments of $15 million each are payable upon satisfaction of certain conditions precedent.

~~Upon commencement of production at the Phoenix Gold Project,~~Bulgarian border. RGLD Gold will ~~purchase and Rubicon~~make two advance deposit payments to Euromax totaling $15.0 million, which will sell 6.30% of any gold produced from the Phoenix Gold Project until 135,000 ounces have been delivered, and 3.15% thereafter. For each delivery of gold, RGLD Gold will pay a purchase price per ounce of 25%be used for completion of the spot price of gold at the time of delivery. In the event that RGLD Gold’s interests are subordinated to more than $50 million of senior debt, RGLD Gold’s per ounce purchase price will be reduced by 5.4% times the amountdefinitive feasibility study and permitting of the ~~senior debt outstanding~~project, followed by payments aggregating $160 million towards project construction, in each case subject to certain conditions. Payment of the first $7.5 million deposit is conditioned upon Euromax raising an additional $5 million in equity. Royal Gold’s decision to proceed with the second $7.5 million deposit and ~~drawn in excess~~the construction payments is conditioned upon, among other things, its satisfaction with the definitive feasibility study and environmental evaluations, demonstrated project viability, and sufficient project financing and permits to construct and operate the mine. The construction payments would be paid pro-rata with the balance of ~~$50 million, divided by $50 million.~~

~~The Phoenix Gold Project is located in Red Lake, Ontario, Canada. The Red Lake greenstone belt is host to one of Canada’s preeminent gold producing districts,~~ the Red Lake District. The Phoenix Gold Project is located in this belt, which also hosts the Red Lake and Cochenour mines. The deposit extends 5,400 feet below surface, and remains open at depth and along strike. The Phoenix Gold Project is fully permitted for initial production at 1,250 tonnes per day.

Construction on the Phoenix Gold Project is well-advanced, with its shaft sinking completed to approximately 2,400 feet below surface. Civil works are largely complete, the mill building has been erected, major components such as SAG and ball mills are on-site, and underground development is underway. Gold production at the Phoenix Gold Project is projected by Rubicon to begin in mid-calendar 2015.project funding. In exchange, Euromax will

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~~Goldrush Royalty Acquisition~~deliver physical gold equal to 25% of gold produced from the Ilovitza project until 525,000 ounces have been delivered, and 12.5% thereafter (in each case subject to adjustment) RGLD Gold’s purchase price per ounce will be 25% of the spot price at time of delivery.

On January 7, 2014, Royal Gold acquired a 1.0% net revenue royalty on the southern end of Barrick Gold Corporation’s (“Barrick”) Goldrush deposit in Nevada from a private landowner for total consideration of $8.0 million, of which $1.0 million was paid at closing and the remaining $7.0 million will be paid in seven annual installments. GoldrushThe Ilovitza project is located in south east Macedonia, approximately ~~four~~nine miles ~~from~~west of the ~~Cortez mine and is currently in~~Bulgarian border. Euromax has completed a prefeasibility study for the ~~exploration stage. As~~project which estimates reserves of ~~December 31, 2013, Barrick reported 75.5~~2.45 million ~~tons of mineralized material with an average grade of 0.132~~ ounces of gold ~~per ton. Investors are cautioned not to assume that any part or all~~and 905 million pounds of ~~the mineralized material will ever be converted into reserves.~~

~~Barrick indicated that as the Goldrush project advances through prefeasibility,~~copper, average annual production of 35 million pounds of copper and 95,000 ounces of gold over a ~~number of development options are being considered, including open pit mining, underground mining, or~~23 year mine life and a ~~combination of both. Drilling currently is focused on establishing confidence~~production startup in ~~the continuity of high grade portions of the deposit in support of the underground development option.~~

~~NVR1 Royalty at Cortez~~

On January 2, 2014, Royal Gold, through a wholly-owned subsidiary, increased its ownership interest in the limited partnership that owns the 1.25% net value royalty (“NVR1”) covering certain portions of the Pipeline Complex at Barrick’s Cortez gold mine in Nevada. As a result of the transaction, the NVR1 royalty rate attributable to our interest increased from 0.39% to 1.014% on production from all of the lands covered by the NVR1 royalty excluding production from the mining claims comprising the Crossroad deposit (the “Crossroad Claims”), and from zero to 0.618% on production from the Crossroad Claims. Total consideration for the transaction was approximately $11.5 million. Refer to Note 13 of the notes to the consolidated financial statements for a discussion of certain related party interests in this transaction.calendar 2018.

Principal Royalty and Stream Interests

Our principal producing and development royalty and stream interests are listed alphabetically in the following tables. The Company considers both historical and future potential revenues in determining which royalty interests in our portfolio are principal to our business. Estimated future potential revenues from both producing and development properties are based on a number of factors, including reserves subject to our royalty or stream interests, production estimates, feasibility studies, metal price assumptions, mine life, legal status and other factors and assumptions, any of which could change and could cause Royal Gold to conclude that one or more of such royalty or stream interests are no longer principal to our business.

Please refer to our Fiscal ~~2013~~2014 10-K for further discussion of our principal producing and development royalty and stream interests.

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Principal Producing Properties

			Royalty or stream interests
Mine	Location	Operator	(Gold unless otherwise stated)
Andacollo(1)	Region IV, Chile	Compañía Minera Teck Carmen de Andacollo (“Teck”)	75% of gold produced (until 910,000 payable ounces; 50% thereafter)
~~Canadian Malartic~~	~~Quebec, Canada~~	~~Osisko Mining Corporation (“Osisko”)~~	~~1.0% to 1.5% sliding-scale NSR~~
Cortez	Nevada, USA	Barrick Gold Corporation (“Barrick”)	GSR1: 0.40% to 5.0% sliding-scale GSR
			GSR2: 0.40% to 5.0% sliding-scale GSR
			GSR3: 0.71% GSR
			NVR1: 1.014% NVR; 0.618% NVR (Crossroads)
Holt	Ontario, Canada	St Andrew Goldfields Ltd. (“St Andrew”)	0.00013 x quarterly average gold price NSR
~~Las Cruces~~	~~Andalucía, Spain~~	~~First Quantum Minerals Ltd. (“First Quantum”)~~	~~1.5% NSR (copper)~~
Mt. Milligan~~(2)~~	British Columbia, Canada	Thompson Creek Metals Company Inc. (“Thompson Creek”)	Gold stream - 52.25% of payable gold
Mulatos~~(3)~~(2)	Sonora, Mexico	Alamos Gold, Inc. (“Alamos”)	1.0% to 5.0% sliding-scale NSR
Peñasquito	Zacatecas, Mexico	Goldcorp	2.0% NSR (gold, silver, lead, zinc)
Robinson	Nevada, USA	KGHM International Ltd. (“KGHM”)	3.0% NSR (copper, gold, silver, molybdenum)
Voisey’s Bay	Newfoundland and Labrador, Canada	Vale Newfoundland & Labrador Limited (“Vale”)	2.7% NSR (nickel, copper, cobalt)

(1) There have been approximately ~~207,000~~228,000 cumulative payable ounces produced as of ~~March 31,~~September 30, 2014.

(2)~~Thompson Creek announced mill commissioning in August 2013, began production during the fourth quarter of calendar 2013 and reached commercial production during the first quarter of calendar 2014.~~

~~(3)~~ The Mulatos royalty is capped at 2.0 million gold ounces of production. Approximately ~~1.2~~1.30 million cumulative ounces of gold have been produced as of ~~March 31,~~September 30, 2014.

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Principal Development Property

			Royalty or stream interests
Mine	Location	Operator	(Gold unless otherwise stated)
Pascua-Lama	Region III, Chile	Barrick	0.78% to 5.23% sliding-scale NSR
			1.05% fixed rate royalty (copper)

Operators’ Production Estimates by Royalty ~~and Stream~~ Interest for Calendar 2014

We received annual production estimates from many of the operators of our producing mines during the first calendar quarter of 2014. The following table shows such production estimates for our principal producing properties for calendar 2014 as well as the actual production reported to us by the various operators through ~~March 31,~~September 30, 2014. The estimates and production reports are prepared by the operators of the mining properties. We do not participate in the preparation or calculation of the operators’ estimates or production reports and have not independently assessed or verified the accuracy of such information. Please refer to “Property Developments” below within this MD&A for further discussion on any updates at our principal producing or development properties.

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Operators’ Production Estimate by Royalty and Stream Interest for Calendar 2014 and Reported Production

Principal Producing Properties

For the period January 1, 2014 through ~~March 31,~~September 30, 2014

	Calendar 2014 Operator’s Production			Reported Production through
	Estimate(1)			March 31, 2014(2)
	Gold	Silver	Base Metals	Gold	Silver	Base Metals	Calendar 2014 Operator’s Production Estimate(1)			Reported Production through September 30, 2014(2)
Royalty/Stream	(oz.)	(oz.)	(lbs.)	(oz.)	(oz.)	(lbs.)	Gold (oz.)	Silver (oz.)	Base Metals (lbs.)	Gold (oz.)	Silver (oz.)	Base Metals (lbs.)
Andacollo	38,500	—	—	10,400	—	—
Canadian Malartic	344,000	—	—	110,200	—	—
Andacollo(3)							38,500	––	––	31,500	—	—
Cortez GSR1	125,000	—	—	17,900	—	—	125,000	––	––	48,400	—	—
Cortez GSR2	151,000	—	—	23,200	—	—	151,000	––	––	92,500	—	—
Cortez GSR3	276,000	—	—	41,100	—	—	276,000	––	––	140,900	—	—
Cortez NVR1	228,000	—	—	34,600	—	—	228,000	––	––	112,600	—	—
Holt	66,000	—	—	17,600	—	—	66,000	––	––	48,000	—	—
Las Cruces						—
Copper			152-159 million			41.1 million
Mt. Milligan(3)	165,000-175,000	—	—	10,400	—	—	185,000-195,000			136,700
Mulatos	150,000-170,000	—	—	34,400	—	—	150,000-170,000	––	––	96,400	—	—
Peñasquito	530,000-560,000	22-25 million		118,700	7.1 million		530,000-560,000	22-25 million	––	430,000	21.4 million	—
Lead			135-145 million			45.3 million
Zinc			315-325 million			90.1 million
Robinson(4)	N/A	N/A		3,900	—	—
Lead(3)									135-145 million			129.9 million
Zinc(3)									315-325 million			252.5 million
Robinson(3),(4)							N/A	N/A		16,300	—	—
Copper			N/A			10.7 million			N/A			55.9 million
Voisey’s Bay(4)
Voisey’s Bay(3),(4)
Copper			N/A			9.7 million			N/A			41.3 million
Nickel			N/A			39.9 million			N/A			83.9 million

(1) There can be no assurance that production estimates received from our operators will be achieved. ~~Operator’s production estimates relate to the amount of metal sales, subject to our royalty and stream interests, for calendar 2014.~~ Please refer to our cautionary language regarding forward-looking statements following this MD&A, as well as the Risk Factors identified in Part I, Item 1A, of our Fiscal ~~2013~~2014 10-K for information regarding factors that could affect actual results.

(2) Reported production relates to the amount of metal sales, subject to our royalty interests, for the period January 1, 2014 through ~~March 31,~~September 30, 2014, as reported to us by the operators of the mines. For our streaming interest at Mt. Milligan, reported production represents payable gold shipped, subject to our stream interest, during the January 1, 2014 through ~~March 31,~~September 30, 2014 period.

(3) The operator’s production estimate shown represents ounces of payable gold production. RGLD Gold’s anticipated gold deliveries associated with the payable gold production are derived by applying our streaming interest of 52.25%. RGLD Gold’sPayable metal and deliveries are ~~also~~ subject to ~~Thompson Creek’s~~ shipping and settlement ~~schedules, which are not known by RGLD Gold.~~schedules.

(4) The operator did not release public production guidance for calendar 2014.

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(5)Vale is commissioning its new Long Harbour Processing Plant and intends to begin introducing nickel concentrates from Voisey’s Bay in coming quarters. In anticipation of the transition from processing Voisey’s Bay nickel concentrates at Vale’s Sudbury and Thompson smelters to processing at the Long Harbour hydrometallurgical plant, the Company has engaged in discussions with Vale concerning calculation of the royalty once Voisey’s Bay nickel concentrates are processed at Long Harbour. Vale proposed a calculation of the royalty that the Company estimates could result in the substantial reduction of royalty payable to LNRLP on Voisey’s Bay nickel concentrates processed at Long Harbour.

Property Developments

The following information is provided by the operators of the property, either to Royal Gold or in various documents made publicly available. Reported production, as used below, relates to the amount of metal sales subject to our royalty ~~and stream~~ interests, as reported to us by the operators of the mines. For our streaming interest at Mt. Milligan, reported production represents payable gold shipped, subject to our stream interest.

Andacollo

~~Reported~~Andacollo reported production decreased ~~45%~~37% over the prior year quarter ~~as Andacollo continues~~primarily due to ~~progress through a~~ lower grades that were anticipated by the mine plan throughout calendar 2014. Teck has returned to mining close to reserve grade, ~~phase of mining~~and we expect that ~~began in the December 2013 quarter. Teck continues~~trend to

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~~expect a lower calendar year 2014 grade profile, with gold production for the year at Andacollo anticipated to be weighted toward the second half of the calendar year.~~ continue.

Cortez

Reported production at Cortez increased ~~157%~~almost ten-fold over the prior year quarter as surface mining activity occurred at the Pipeline ~~has recommenced.~~and Gap pits, where our royalty applies, while no significant mining activity occurred in these areas during the prior year quarter. Additionally, ~~after deferrals in the third and fourth calendar quarter of 2013, Barrick resumed shipments of~~ roaster ore from refractory material stockpiled at Cortez was transported to Goldstrike for processing during the ~~March 2014 quarter.~~

~~Canadian Malartic~~

~~Reported production from our royalty area at Canadian Malartic increased 25% over~~current quarter, while limited roaster ore shipments occurred during the prior year quarter. The mine overcame an unscheduled four day shutdown of the mill to repair loose liners in the SAG mill with overall gold production setting a new record in the March 2014 quarter. Royal Gold’s 1.5% NSR on Canadian Malartic will be unaffected by the potential merger and acquisition activity related to Osisko.

Holt

Reported production ~~increased 17%~~at Holt decreased 13% over the prior year quarter ~~due to an increase in throughput, better hoisting capacity~~as the tonnage milled and ~~increased reliability as a result of improvements established~~the grade processed were both slightly down during the ~~December 2013~~current quarter.

~~Las Cruces~~

Reported production increased 7% over the prior year quarter due to higher expected recoveries related to improvements put in place in calendar 2013. First Quantum continues to debottleneck the plant for higher ore throughput rates and lower grades as it prepares to enter lower copper grade areas of the mine, which is expected in late calendar 2014.

Mt. Milligan

Thompson Creek reported ~~that concentrate~~ production ~~at Mt. Milligan for the quarter ended March 31, 2014 totaled 39,200~~of 60,400 ounces of payable gold ~~where payable~~in the current quarter, an increase of 63% over the previous quarter, primarily due to higher gold ~~is defined~~grades and recovery. Mill throughput averaged 40,445 tonnes per day during the current quarter, up 5% compared to the previous quarter. Throughput was impacted by downtime to make various adjustments to the grinding and flotation circuits, as well as to remediate some minor electrical issues. Thompson Creek expects these modifications will provide improved performance in the December quarter as they target 80% (48,000 tonnes per day) of design capacity by the ~~terms~~end of calendar 2014.

During the quarter ended September 30, 2014, RGLD Gold purchased approximately 13,600 ounces of physical gold, consisting of approximately 7,000 ounces from the final settlement of Thompson ~~Creek concentrate sales agreement applicable~~Creek’s third, fourth and fifth shipments from the Mt. Milligan mine and approximately 6,600 ounces upon provisional payment relating to ~~each shipment.~~ Thompson Creek’s eighth and ninth shipments. RGLD Gold sold approximately 15,300 ounces of gold during the period at an average price of $1,281 per ounce, and had approximately 6,100 ounces of gold in inventory as of September 30, 2014.

Deliveries of gold to RGLD Gold ~~however,~~ are a product of the gold ounces contained in concentrates from Mt. Milligan, a 97% payable factor, and our 52.25% stream interest; and, for the first 12 concentrate shipments from Mt. Milligan, are based on Thompson Creek’s receipt of first provisional payments under

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each of its concentrate sales agreements. For shipments 1-4, 75% of the gold iswas delivered based upon Thompson Creek’s receipt of the first provisional payment under each concentrate sales agreement and 25% of the gold ounces ~~are~~was delivered based upon final settlement under each agreement. For shipments 5-8, those percentages are 50% and 50%, respectively, and for shipments 9-12, the percentages are 25% and 75%, respectively. Thereafter, all deliveries to RGLD Gold will be based solely on final settlement timing and volumes under Thompson Creek’s concentrate sales agreements.

Deliveries to RGLD Gold can be affected by several factors that make it difficult to calculate our quarterly Mt. Milligan revenue based solely on Thompson Creek’s reported quarterly production, including the timing of Thompson Creek’s concentrate shipments and the provisional and final settlement terms applicable to each shipment, neither of which are known to RGLD Gold prior to the shipment date. RGLD Gold receives physical metal within two days after Thompson Creek records a sale, which in turn can take between five days and several weeks post-shipment. RGLD Gold currently sells most of the delivered gold within three weeks of receipt, and recognizes revenue on its streaming transactions when the metal received is sold.

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During the quarter ended March 31, 2014, RGLD Gold purchased 4,780 ounces of physical gold, consisting of approximately 700 ounces upon final settlement of Thompson Creek’s first shipment from the Mt. Milligan mine in November 2013 and approximately 4,080 ounces upon provisional payment relating to Thompson Creek’s second shipment in January 2014. RGLD Gold sold approximately 4,500 ounces of gold during the period at an average price of $1,335 per ounce, and had approximately 300 ounces of gold in inventory as of March 31, 2014. Thompson Creek reported that its third and fourth concentrate shipments were made in late March 2014, and in April 2014, RGLD Gold received delivery of approximately 10,700 ounces of gold associated with provisional payments for these shipments.

Thompson Creek reported that the mine reached commercial production on February 18, 2014, defined as operating the mill at 60% of design capacity for 30 days. The operator expects mill throughput will achieve 75% to 85% of design capacity by the end of calendar year 2014.

Mulatos

Reported production decreased ~~42%~~32% over the prior year ~~quarter due~~quarter. Alamos has stated that the Mulatos mine is transitioning from open pit to ~~lower than expected grades from the Escondida deposit. Alamos commenced~~both open pit and underground mining ~~at Escondida deep~~ in ~~the March 2014 quarter~~order to access higher grade mineral reserves. In addition, mill improvements were underway and ~~expects to transition to San Carlos in the second half of calendar 2014. Underground throughput rates at San Carlos~~ are expected to ~~gradually ramp-up~~be completed by the end of the December 2014 quarter. In spite of the deferral of high grade mill production from San Carlos and the September quarter rainy season in Mexico, Alamos continues to ~~an expanded mill capacity~~maintain the lower end of ~~800 tonnes per day in the second half of~~their calendar year production guidance for 2014.

Peñasquito

Reported gold, ~~and silver production increased 74% and 82%, respectively, while reported~~ lead and zinc production increased ~~by 87%~~41%, 4% and ~~79%~~16%, respectively, while reported silver production decreased slightly, over the prior year quarter. Goldcorp reported that it is mining in the higher grade portion of the pit, which it expects will continue ~~throughout~~through calendar 2014 at a projected throughput of 110,000 tonnes per day.

Robinson

Reported gold production ~~was down 61%~~decreased 28% and reported copper production ~~decreased 57%~~increased 47% over the prior year ~~quarter as the planned mine sequence moved~~quarter. Gold production declined due to ~~the Liberty pit, which has~~ lower ~~metal grades. It is~~gold grades and recovery. Gold recovery was adversely impacted by high pyrite ores that carry gold and are rejected in flotation. Copper production increased due to higher quality ore encountered at Ruth West. KGHM expected ~~that~~to complete mining ~~will return to the higher grade Ruth pit~~ in the ~~second half of~~Kimbley pit during the September 2014 quarter, while continuing to develop the Ruth East pit so that it can be the primary ore supplier in the December 2014 quarter and in calendar ~~2014.~~2015.

Voisey’s Bay

Reported nickel and copper production decreased ~~11%~~40% and ~~38%~~37%, respectively, over the prior year quarter due to lower ~~copper~~ore grades. ~~For calendar year 2014,~~Concentrate production was also impacted due to a ten day planned maintenance shutdown on the Voisey’s Bay mill. In July, Long Harbour achieved a major milestone with the production of the first finished nickel from the facility. Initially, Long Harbour will process primarily nickel matte from PT Vale Indonesia, and transitioning to processing solely concentrate from Voisey´s Bay at a later stage.

In anticipation of the transition from processing Voisey’s Bay nickel concentrates at Vale’s Sudbury and Thompson smelters to processing at the Long Harbour hydrometallurgical plant, the Company has engaged in discussions with Vale concerning calculation of the royalty once Voisey’s Bay nickel

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concentrates are processed at Long Harbour. Vale proposed a calculation of the royalty that the Company estimates could result in the substantial reduction of royalty payable to the Company on Voisey’s Bay nickel concentrates processed at Long Harbour. While the Company may continue to engage in discussions concerning calculation of the royalty on nickel concentrates processed at Long Harbour, there is ~~limited forward-looking information publicly provided by~~no guaranty that the ~~operator, but calendar year 2013 production~~Company and Vale will reach agreement on the proper calculation under the terms of the royalty agreement. If no agreement is reached, the Company intends to vigorously pursue all legal remedies to ensure the appropriate calculation of the royalty and to enforce our royalty interests at Voisey’s ~~Bay totaled 138 million pounds of payable nickel and 88 million pounds of copper, as reported to us.~~Bay.

Results of Operations

Quarter Ended ~~March 31,~~September 30, 2014, Compared to Quarter Ended ~~March 31,~~September 30, 2013

For the quarter ended ~~March 31,~~September 30, 2014, we recorded net income attributable to Royal Gold stockholders of ~~$20.1~~$18.7 million, or ~~$0.31~~$0.29 per basic and diluted share, as compared to net income attributable to Royal Gold stockholders of ~~$6.5~~$15.2 million, or ~~$0.10~~$0.23 per basic share and diluted share, for the quarter ended ~~March 31,~~September 30, 2013. The increase in our earnings per share was primarily attributable to an ~~other-than-temporary impairment loss recognized on our available for sale securities~~increase in ~~the prior period. The effect of the recognized loss, net of tax, during~~revenue, as discussed further below.

For the quarter ended ~~March 31, 2013, was $0.17~~September 30, 2014, we recognized total revenue of $69.0 million, at an average gold price of $1,282 per ~~share. The increase in our earnings~~ounce, an average silver price of $19.76 per ~~share is also~~ounce, an average copper price of $3.17 per pound and an average nickel price of $8.43 per pound, compared to revenue of $56.5 million, at an average gold price of $1,326 per ounce, an average silver price of $21.32 per ounce, an average copper price of $3.21 per pound and an average nickel price of $6.31 per pound for the quarter ended September 30, 2013. Revenue and the corresponding production attributable to ~~a decrease in~~ our ~~income tax expense,~~royalty interests for the quarter ended September 30, 2014 compared to the quarter ended September 30, 2013 is as ~~discussed further below. These~~follows:

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~~increases in our earnings per share were partially offset by a decrease in revenue, which is also discussed further below.~~

For the quarter ended March 31, 2014, we recognized total revenue of $57.7 million, at an average gold price of $1,293 per ounce, an average silver price of $20.48 per ounce, an average nickel price of $6.64 per pound and an average copper price of $3.19 per pound, compared to total revenue of $74.2 million, at an average gold price of $1,632 per ounce, an average silver price of $30.11 per ounce, an average nickel price of $7.85 per pound and an average copper price of $3.60 per pound for the quarter ended March 31, 2013. Revenue and ~~the corresponding production attributable to our royalty and stream interests for the quarter ended March 31, 2014 compared to the quarter ended March 31, 2013 is as follows:~~

~~Revenue and Reported~~ Production Subject to Our Royalty and Stream Interests

Quarter Ended ~~March 31,~~September 30, 2014 and 2013 ~~and 2014~~

(In thousands, except reported production ozs. and lbs.)

		Three Months Ended				Three Months Ended					Three Months Ended				Three Months Ended
		March 31, 2014				March 31, 2013					September 30, 2014				September 30, 2013
				Reported				Reported					Reported				Reported
Royalty/Stream	Metal(s)	Revenue		Production(1)		Revenue		Production(1)		Metal(s)	Revenue		Production(1)		Revenue		Production(1)
Stream:
Mt. Milligan(2)										Gold	$	19,657	35,200	oz.	$	—	N/A
Royalty:
Andacollo	Gold	$	10,197	10,400	oz.	$	23,112	19,000	oz.	Gold	$	10,499	11,000	oz.	$	17,156	17,500	oz.
Peñasquito		$	7,262			$	5,366				$	7,111			$	6,558
	Gold			118,700	oz.			68,200	oz.	Gold			143,100	oz.			101,500	oz.
	Silver			7.1	Moz.			3.9	Moz.	Silver			6.5	Moz.			6.5	Moz.
	Lead			45.3	Mlbs.			24.2	Mlbs.	Lead			41.3	Mlbs.			39.8	Mlbs.
	Zinc			90.1	Mlbs.			50.4	Mlbs.	Zinc			85.4	Mlbs.			73.5	Mlbs.
Voisey’s Bay		$	6,311			$	9,204				$	5,609			$	7,034
	Nickel			39.9	Mlbs.			44.7	Mlbs.	Nickel			17.1	Mlbs.			28.4	Mlbs.
	Copper			9.7	Mlbs.			15.6	Mlbs.	Copper			22.0	Mlbs.			34.7	Mlbs.
Cortez										Gold	$	4,734	59,500	oz.	$	441	5,700	oz.
Holt	Gold	$	3,848	17,600	oz.	$	5,167	15,000	oz.	Gold	$	3,159	14,800	oz.	$	3,887	17,000	oz.
Cortez	Gold	$	3,021	41,100	oz.	$	2,110	16,000	oz.
Mulatos	Gold	$	2,162	34,400	oz.	$	4,790	59,500	oz.
Canadian Malartic	Gold	$	2,149	110,200	oz.	$	2,000	88,100	oz.
Las Cruces	Copper	$	1,967	41.1	Mlbs.	$	2,067	38.3	Mlbs.
Robinson		$	1,010			$	2,739				$	2,270			$	1,599
	Gold			3,900	oz.			10,000	oz.	Gold			6,600	oz.			9,200	oz.
	Copper			10.7	Mlbs.			24.8	Mlbs.	Copper			26.1	Mlbs.			17.8	Mlbs.
Mulatos										Gold	$	1,762	28,400	oz.	$	2,701	41,600	oz.
Other~~(2)~~(3)	Various	$	13,868	N/A		$	17,611	N/A		Various	$	14,225	N/A		$	17,111	N/A
Stream:
Mt. Milligan	Gold	$	5,953	4,500	oz.	$	—	N/A
Total Revenue		$	57,748			$	74,166				$	69,026			$	56,487

(1) Reported production relates to the amount of metal sales, subject to our royalty interests, for the three months ended ~~March 31,~~September 30, 2014 and 2013, as reported to us by the operators of the ~~mines.~~mines, and may differ from the operators public reporting.

(2)For our streaming interest at Mt. Milligan, our revenue is a product of the ~~ounces shown relate to~~reported production, our 52.25% stream interest, an applicable provisional percentage (for the ~~amount~~first 12 shipments only) and an average gold sale price of ~~gold purchased and delivered to our account and subsequently sold during~~$1,281 per ounce for the three months ended ~~March 31,~~September 30, 2014. ~~RGLD Gold’s gold deliveries during~~During the ~~period were based on approximately 10,400 contained~~three months ended September 30, 2014, Thompson Creek reported production of 60,400 ounces of ~~payable~~ gold ~~shipped multiplied by a provisional percentage~~at Mt. Milligan, and the Company sold approximately 15,300 ounces and had approximately 6,100 ounces of ~~75%, and our 52.25% stream interest, plus approximately 700 ounces upon final settlement of Thompson Creek’s first shipment from November 2013 and less approximately 300 ounces held~~gold in inventory as of ~~March 31,~~September 30, 2014.

~~Table~~ Production began at Mt. Milligan during the fourth quarter of ~~Contents~~calendar 2013.

~~(2)~~(3) ~~“Other” includes all of the Company’s non-principal producing royalty interests.~~ Individually, no royalty ~~interest~~ included within the “Other” category contributed greater than 5% of our total revenue for either period.

The ~~decrease~~increase in ~~total~~ revenue for the quarter ended ~~March 31,~~September 30, 2014, compared with the quarter ended ~~March 31,~~September 30, 2013, resulted primarily from new production at Mt. Milligan and production increases at Cortez and Peñasquito. These increases were partially offset by a decrease in the average gold, silver ~~copper~~ and ~~nickel~~copper prices and decreases in production primarily at Andacollo, Voisey’s Bay ~~Mulatos~~ and ~~Robinson. These decreases during the current period were partially offset by new production from Mt. Milligan and production increases at Peñasquito, Canadian Malartic and Cortez.~~Mulatos. Please refer to “Property Developments” earlier within this MD&A for further discussion on any recent developments regarding properties covered by certain of our royalty interests.

Cost of sales were approximately $6.7 million for the three months ended September 30, 2014, compared to zero for the three months ended September 30, 2013. Cost of sales is specific to our streaming agreement for Mt. Milligan, which began production during the fourth quarter of calendar 2013, and is the

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result of the Company’s purchases of gold for a cash payment of the lesser of $435 per ounce, or the prevailing market price of gold when purchased.

General and administrative expenses ~~decreased~~increased to ~~$3.9~~$7.1 million for the ~~quarter~~three months ended ~~March 31,~~September 30, 2014, from ~~$7.2~~$6.6 million for the ~~quarter~~three months ended ~~March 31,~~September 30, 2013. The ~~decrease~~increase was primarily due to ~~a decrease~~an increase in non-cash ~~stock based~~stock-based compensation ~~expense of approximately $2.4 million~~ as a result of management’s change in estimate for the number of performance shares that are expected to ~~vest. The decrease was also attributable~~vest in future period. Refer to ~~a decrease in legal and tax consulting fees~~Note 7 of ~~approximately $0.7 million during~~our notes to consolidated financial statements for further discussion on the ~~period.~~Company’s stock-based compensation.

During the quarter ended ~~March 31,~~September 30, 2014, we recognized income tax expense totaling $4.0 million compared with ~~$18.3~~$4.8 million during the quarter ended ~~March 31,~~September 30, 2013. This resulted in an effective tax rate of ~~16.3%~~17.3% in the current period, compared with ~~72.6%~~24.1% in the quarter ended ~~March 31,~~September 30, 2013. The decrease in the effective tax rate for the ~~three months~~quarter ended ~~March 31,~~September 30, 2014 is primarily ~~attributable~~related to (i) a favorable tax rate associated with certain operations in lower-tax jurisdictions ~~for which we have not provided U.S. taxes due to their indefinite reinvestment outside the U.S,~~and (ii) ~~an increase in foreign tax credits claimed, (iii)~~ a decrease in tax expense ~~relating~~due to ~~a decrease~~the Chilean tax legislation enacted in ~~taxable foreign currency exchange gains,~~the quarter and ~~(iv)~~ the ~~prior year recognized loss on available-for-sale securities without a corresponding~~re-measurement of the Chilean long term deferred tax ~~benefit.~~asset to the higher corporate income tax rate. The decrease in tax expense was partially offset by an increase in current year tax expense due to accrual for uncertain tax positions. Excluding the enactment of the Chilean tax legislation, the effective tax rate for the three months ended ~~March 31,~~September 30, 2014, was partially off-set by (i) an increase in tax expense related to changes in estimates for uncertain tax positions and (ii) an increase in income tax expense related to earnings from non-U.S. subsidiaries. During fiscal 2014, the Company has asserted the indefinite reinvestment of certain foreign subsidiary earnings. As a result, the Company has not provided for U.S. income taxes applicable to certain undistributed earnings. The Company has the ability to indefinitely reinvest these foreign earnings based on revenue and cash projections of our other investments, current cash on hand, and availability under our revolving credit facility.would have been 28.2% For a ~~more~~ complete discussion of the factors that influence our effective tax rate, refer to Note ~~11 of~~12 to the notes to consolidated financial statements in the Company’s Fiscal ~~2013~~2014 10-K.

~~Nine months ended March 31, 2014, Compared to Nine months ended March 31, 2013~~

For the nine months ended March 31, 2014, we recorded net income attributable to Royal Gold stockholders of $46.0 million, or $0.71 per basic and diluted share, as compared to net income attributable to Royal Gold stockholders of $58.5 million, or $0.93 per basic and diluted share, for the nine months ended March 31, 2013. The decrease in our earnings per share was primarily attributable to a decrease in revenue, as discussed further below.

For the nine months ended March 31, 2014, we recognized total revenue of $167.0 million, at an average gold price of $1,299 per ounce, an average silver price of $20.87 per ounce, an average nickel price of $6.42 per pound and an average copper price of $3.22 per pound, compared to royalty revenue of $231.9 million, at an average gold price of $1,668 per ounce, an average silver price of $30.87 per ounce, an average nickel price of $7.65 per pound and an average copper price of $3.56 per pound for the nine months ended March 31, 2013. Revenue and the corresponding production attributable to our royalty and stream interests for the nine months ended March 31, 2014 compared to the nine months ended March 31, 2013 is as follows:

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~~Revenue and Reported Production Subject to Our Royalty and Stream Interests~~

~~Nine Months Ended March 31, 2014 and 2013~~

~~(In thousands, except reported production ozs. and lbs.)~~

Nine Months Ended

Nine Months Ended

March 31, 2014

March 31, 2013

Reported

Reported

Royalty/Stream

Metal(s)

Revenue

Production(1)

Revenue

Production(1)

Royalty:

Andacollo

Gold

$
39,089

40,400

oz.

$
65,942

52,900

oz.

Peñasquito

$
20,824

$
23,129

Gold

366,000

oz.

290,500

oz.

Silver

19.8

Moz.

15.9

Moz.

Lead

132.2

Mlbs.

89.5

Mlbs.

Zinc

233.8

Mlbs.

220.6

Mlbs.

Voisey’s Bay

$
19,244

$
25,813

Nickel

96.8

Mlbs.

107.4

Mlbs.

Copper

70.8

Mlbs.

90.5

Mlbs.

Holt

Gold

$
10,452

47,500

oz.

$
15,535

42,900

oz.

Mulatos

Gold

$
7,340

116,200

oz.

$
13,536

163,100

oz.

Canadian Malartic

Gold

$
5,828

313,100

oz.

$
6,652

276,100

oz.

Las Cruces

Copper

$
5,799

119.6

Mlbs.

$
6,560

122.8

Mlbs.

Robinson

$
4,896

$
11,161

Gold

21,800

oz.

30,700

oz.

Copper

50.5

Mlbs.

102.8

Mlbs.

Cortez

Gold

$
4,540

55,100

oz.

$
6,950

60,100

oz.

Other(2)

Various

$
40,417

N/A

$
56,620

N/A

Stream:

Mt. Milligan

Gold

$
8,591

6,600

oz.

$
—

N/A

Total Revenue

$
167,020

$
231,898

~~(1)~~Reported production relates to the amount of metal sales, subject to our royalty interests, for the nine months ended March 31, 2014 and March 31, 2013, as reported to us by the operators of the mines.

For our streaming interest at Mt. Milligan, the ounces shown relate to the amount of gold purchased and delivered to our account and subsequently sold during the nine months ended March 31, 2014. RGLD Gold’s gold deliveries during the period were based on approximately 15,900 contained ounces of payable gold shipped multiplied by a provisional percentage of 75%, and our 52.25% stream interest, plus approximately 700 ounces upon final settlement of Thompson Creek’s first shipment from November 2013 and less approximately 300 ounces held in inventory as of March 31, 2014.

~~(2)~~“Other” includes all of the Company’s non-principal producing royalty interests. Individually, no royalty interest included within the “Other” category contributed greater than 5% of our total revenue for either period.

The decrease in total revenue for the nine months ended March 31, 2014, compared with the nine months ended March 31, 2013, resulted primarily from a decrease in the average gold, silver, copper and nickel prices and decreases in production primarily at Andacollo, Voisey’s Bay, Mulatos, Robinson and Cortez. These decreases during the current period were partially offset by new production at Mt. Milligan and production increases at Peñasquito. Please refer to “Property Developments” earlier within this MD&A for further discussion on any recent developments regarding properties covered by certain of our royalty interests.

Production taxes decreased to $5.1 million for the nine months ended March 31, 2014, from $7.1 million for the nine months ended March 31, 2013. The decrease is primarily due to a decrease in the mining

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~~proceeds tax expense associated with our Voisey’s Bay royalty, which was due to decreased revenue from the Voisey’s Bay royalty during the period.~~

Depreciation, depletion and amortization increased to $66.7 million for the nine months ended March 31, 2014, from $64.3 million for the nine months ended March 31, 2013. The increase was primarily attributable to new production at Mt. Milligan and a production increase at Peñasquito, which resulted in additional depletion expense of approximately $3.5 million during the period. The increase was also attributable to an increase in depletion rates at certain of our non-principal properties, which resulted in additional depletion of approximately $7.3 million. These increases were partially offset by decreases in production primarily at Andacollo, Voisey’s Bay, Mulatos and Robinson, which resulted in a decrease in depletion expense of approximately $7.3 million during the period.

During the nine months ended March 31, 2014, we recognized income tax expense totaling $15.1 million compared with $51.1 million during the nine months ended March 31, 2013. This resulted in an effective tax rate of 24.5% in the current period, compared with 46.1% during the nine months ended March 31, 2013. The decrease in the effective tax rate for the nine months ended March 31, 2014, is primarily attributable to (i) a favorable tax rate associated with certain operations in lower-tax jurisdictions, (ii) a decrease in tax expense relating to a decrease in taxable foreign current exchange gains, (iii) an increase in foreign tax credits claimed, and (iv) the prior year recognized loss on available-for-sale securities without a corresponding tax benefit. For a more complete discussion of the factors that influence our effective tax rate, refer to Note 11 of the notes to consolidated financial statements in the Company’s Fiscal 2013 10-K.

Liquidity and Capital Resources

Overview

At ~~March 31,~~September 30, 2014, we had current assets of ~~$712.4~~$757.4 million compared to current liabilities of ~~$25.5~~$20.8 million for a current ratio of 2836 to 1. This compares to current assets of ~~$744.5~~$736.0 million and current liabilities of ~~$35.1~~$22.5 million at June 30, ~~2013,~~2014, resulting in a current ratio of approximately 2133 to 1. The increase in our current ratio was primarily attributable to ~~a decrease in the amount of foreign withholding taxes payable on certain of our foreign royalty interests. This decrease in foreign withholding taxes was partially offset by a decrease~~an increase in our cash and equivalents during the period. Please refer to “Summary of Cash Flows” below for further discussion on changes to our cash and equivalents during the period.

During the quarter ended ~~March 31,~~September 30, 2014, liquidity needs were met from ~~$57.7~~$69.0 million in revenue and our available cash resources. As of ~~March 31,~~September 30, 2014, the Company had $450 million available and no amounts outstanding under its revolving credit facility. The Company was in compliance with each financial covenant under its revolving credit facility as of ~~March 31,~~September 30, 2014. Refer to Note 5 of our notes to consolidated financial statements ~~and below (“Recent Liquidity and Capital Resource Developments”)~~ for further discussion on our debt.

We believe that our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for debt service, general and administrative expense costs and capital expenditures for the foreseeable future. Our current financial resources are also available to fund dividends and for acquisitions of royalty and stream interests, including the remaining commitments incurred in connection with the Phoenix Gold, ~~Project~~Ilovitza and Tulsequah Chief stream acquisitions. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of one or more substantial royalty interest or other acquisitions, we may seek additional debt or equity financing as necessary.

Please refer to our risk factors included in Part 1, Item 1A of our Fiscal ~~2013~~2014 10-K for a discussion of certain risks that may impact the Company’s liquidity and capital resources.

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~~Recent Liquidity and Capital Resource Developments~~

~~Amendment to Revolving Credit Facility~~

On January 29, 2014, Royal Gold entered into a Sixth Amended and Restated Revolving Credit Agreement (the “revolving credit facility”) among Royal Gold, as the borrower, certain subsidiaries of Royal Gold, as guarantors, HSBC Bank USA, National Association, as administrative agent and a lender, The Bank of Nova Scotia, as a lender, and such banks and financial institutions from time to time party thereto, HSBC Securities (USA) Inc., as the sole lead arranger and joint bookrunner, and Scotiabank, as syndication agent and joint bookrunner. In addition, Goldman Sachs Bank USA, Bank of America, N.A., and Canadian Imperial Bank of Commerce are lenders under the revolving credit facility. The revolving credit facility replaces Royal Gold’s $350 million revolving credit facility under the Fifth Amended and Restated Revolving Credit Agreement, dated as of May 30, 2012.

Key modifications to the revolving credit facility include, among other items: (1) an increase in the maximum availability from $350 million to $450 million; (2) an extension of the final maturity from May 2017 to January 2019; (3) an increase of the accordion feature from $50 million to $150 million which allows the Company to increase availability under the revolving credit facility at its option, subject to satisfaction of certain conditions, to $600 million; (4) a reduction in the commitment fee from 0.375% to 0.25%; (5) a reduction in the drawn interest rate from LIBOR + 1.75% to LIBOR + 1.25%; (6) removal of the secured debt ratio covenant, and (7) maintaining the leverage ratio (as defined therein) less than or equal to 3.5 to 1.0, with an increase to 4.0 to 1.0 for the two quarters following the completion of a material permitted acquisition, as defined in the revolving credit facility.

Summary of Cash Flows

Operating Activities

Net cash provided by operating activities totaled ~~$115.1~~$52.5 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2014, compared to ~~$132.5~~$35.5 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2013. The ~~decrease~~increase was primarily due to ~~a decrease~~an increase in proceeds received from our royalty interests, net of production taxes, of approximately ~~$58.1 million. This decrease was partially offset by a decrease in income and other foreign withholding tax payments of $36.9~~$9.7 million.

Investing Activities

Net cash used in investing activities totaled ~~$79.5~~$6.3 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2014, compared to cash used in investing activities of ~~$276.9~~$48.1 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2013. The decrease in cash used in investing activities is primarily due to a decrease in funding for ~~the Mt. Milligan streaming interest compared to the same period of the prior year. This decrease was offset by the Company’s acquisition of the Phoenix Gold Project gold~~royalty or stream ~~and El Morro royalty of approximately $30 million and $35 million, respectively, in the current period.~~acquisitions. The Company made its final commitment payment to Thompson Creek ($12.9 million) as part of the Mt. Milligan gold stream acquisition during the quarter ended September 30, 2013. The Company also acquired a royalty on the El Morro copper-gold project for $35 million during the prior year quarter.

Financing Activities

Net cash used in financing activities totaled ~~$53.5~~$14.2 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2014, compared to cash ~~provided by~~used in financing activities of ~~$442.0~~$13.6 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2013. The ~~decrease~~increase in cash ~~provided by~~used in financing activities is primarily ~~due to the sale of 5,250,000 shares of our common stock, resulting in proceeds of $472.5 million, during the prior period. This decrease is also due~~attributable to an increase in the common stock dividend payment, which was the result of an increase in the dividend rate ~~and an increase in the total number of common shares outstanding~~ when compared to the same period of the prior year.

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Recently Adopted Accounting Standards

There were no new accounting standards adopted during the ~~three and nine months~~quarter ended ~~March 31,~~September 30, 2014.

Critical Accounting Policies

~~Available-for-Sale-Securities~~Asset Impairment

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The ~~Company’s policy for determining whether declines~~recoverability of the carrying value of royalty interests in production and development stage mineral properties is evaluated based upon estimated future undiscounted net cash flows from each royalty interest property using estimates of proven and probable reserves and other relevant information received from the operators. We evaluate the recoverability of the carrying value of royalty interests in exploration stage mineral properties in the event of significant decreases in the price of gold, silver, copper, nickel and other metals, and whenever new information regarding the mineral properties is obtained from the operator indicating that production will not likely occur or may be reduced in the future, thus affecting the future recoverability of our royalty interests. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value in each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows.

Our estimates of ~~available-for-sale securities~~gold, silver, copper, nickel and other metal prices, operator’s estimates of proven and probable reserves related to our royalty or streaming properties, and operator’s estimates of operating, capital and reclamation costs are ~~other than temporary includes a quarterly analysis~~subject to certain risks and uncertainties which may affect the recoverability of the investments and a review by management of all investments for which the cost exceeds the fair value. Any temporary declines in fair value are recorded as a charge to other comprehensive income. If such impairment is determined by the Company to be other than temporary, the investment’s cost basis is written down to fair value and recorded in net income during the period the Company determines such impairment to be other than temporary. Based on the Company’s analysis of its investments and our ability and intent to hold these investments for a reasonable period of time, there were no write downs on our available-for-sale securities during the three and nine months ended March 31, 2014. The most significant available-for-sale security is the investment in ~~Seabridge Gold, Inc. (“Seabridge”) common stock, acquired~~these royalty interests in ~~June 2011 and discussed in greater detail within~~mineral properties. Although we have made our Fiscal 2013 10-K. The Company will continue to evaluate this investment considering additional facts and circumstances as they arise, including, but not limited to, the progress of development of Seabridge’s Kerr-Sulphurets-Mitchell project.

~~Income Taxes~~

The Company accounts for income taxes in accordance with the guidance of Accounting Standards Codification Topic 740. The Company’s deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. The deferred tax assets and liabilities reflect management’s best assessment of ~~estimated future tax return consequences of those differences,~~these factors based on current market conditions, it is possible that changes could occur, which ~~will either~~could adversely affect the net cash flows expected to be taxable or deductible when the assets and liabilities are recovered or settled. The Company has asserted the indefinite reinvestment of certain foreign subsidiary earnings. As a result, no deferred taxes have been provided on such unremitted earnings. Actual income taxes could varygenerated from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company’s operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.royalty

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interests. As part of the Company’s regular asset impairment analysis, the Company determined that one production stage royalty interest and one exploration stage royalty interest should be written down to zero for a total impairment of $1.8 million as of September 30, 2014.

Forward-Looking Statements

Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Such forward-looking statements include, without limitation, statements regarding projected production estimates and estimates pertaining to timing and commencement of production from the operators of properties where we hold royalty and stream interests; effective tax rate estimates; the adequacy of financial resources and funds to cover anticipated expenditures for general and administrative expenses as well as costs associated with exploration and business development and capital expenditures, and our expectation that substantially all our revenues will be derived from royalty interests. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements, which speak only as of the date the statement is made. Do not unduly rely on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

· changes in gold and other metals prices on which our royalty interests are paid or changes in prices of the primary metals mined at properties where we hold royalty interests;

· the production at or performance of properties where we hold royalty interests;

· the ability of operators to bring projects, particularly development stage properties, into production on schedule or operate in accordance with feasibility studies;

· challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of indigenous populations, non-governmental organizations or other third parties;

· decisions and activities of the operators of properties where we hold royalty interests;

· liquidity or other problems our operators may encounter;

· hazards and risks at the properties where we hold royalty interests that are normally associated with developing and mining properties, including unanticipated grade and geological, metallurgical, processing or other problems, mine operating and ore processing facility problems, pit wall or tailings dam failures, industrial accidents, environmental hazards and natural catastrophes such as floods or earthquakes and access to raw materials, water and power;

· changes in operators’ mining, processing and treatment techniques may change the production of minerals subject to our royalty interests;

·changes in the methodology employed by our operators to calculate our royalty interests in accordance with the agreements that govern them;

·changes in project parameters as plans of the operators of properties where we hold royalty interests are refined;

· changes in estimates of reserves and mineralization by the operators of properties where we hold royalty interests;

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· contests to our royalty interests and title and other defects to the properties where we hold royalty interests;

· economic and market conditions;

· future financial needs;

· federal, state and foreign legislation governing us or the operators of properties where we hold royalty interests;

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· the availability of royalty interests for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

· our ability to make accurate assumptions regarding the valuation, timing and amount of revenue to be derived from our royalty interests when evaluating acquisitions;

· risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, environmental, real estate, contract and permitting laws, currency fluctuations, expropriation of property, repatriation of earnings, taxation, price controls, inflation, import and export regulations, community unrest and labor disputes, endemic health issues, corruption, enforcement and uncertain political and economic environments;

· changes in laws governing us, the properties where we hold royalty interests or the operators of such properties;

· risks associated with issuances of additional common stock or incurrence of indebtedness in connection with acquisitions or otherwise including risks associated with the issuance and conversion of convertible notes;

· acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the properties where we hold royalty interests;

· changes in management and key employees; and

· failure to complete future acquisitions;

as well as other factors described elsewhere in this ~~Quarterly Report on Form 10-Q, our Fiscal 2013 10-K~~report and our other reports filed with the SEC. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements made herein, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings and cash flows are significantly impacted by changes in the market price of gold and other metals. Gold, silver, copper, nickel and other metal prices can fluctuate significantly and are affected by numerous factors, such as demand, production levels, economic policies of central banks, producer hedging, world political and economic events and the strength of the U.S. dollar relative to other currencies. Please see “Volatility in gold, silver, copper, nickel and other metal prices may have an adverse impact on the value of our royalty interests and reduce our revenues. Certain contracts governing our royalty interests have features that may amplify the negative effects of a drop in metal prices,” under Part I, Item 1A of our Fiscal ~~2013~~2014 10-K, for more information about factors that can affect

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gold, silver, copper, nickel and other metal prices as well as historical gold, silver, copper and nickel prices.

During the ~~nine~~three month period ended ~~March 31,~~September 30, 2014, we reported revenue of ~~$167.0~~$69.0 million, with an average gold price for the period of ~~$1,293~~$1,282 per ounce, an average silver price of ~~$20.48~~$19.76 per ounce, an average copper price of ~~$3.19~~$3.17 per pound and an average nickel price of ~~$6.64~~$8.43 per pound. Approximately ~~70%~~76% of our total recognized revenues for the ~~nine~~three months ended ~~March 31,~~September 30, 2014 were attributable to gold sales from our gold producing ~~royalty and stream~~ interests, as shown within the MD&A. For the ~~nine~~three months ended ~~March 31,~~September 30, 2014, if the price of gold had averaged 10% higher or lower per ounce, we

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would have recorded an increase or decrease in revenue of approximately ~~$13.3 million and $13.1 million, respectively.~~$5.7 million.

Approximately 9%10% of our total ~~reported revenue~~recognized revenues for the ~~nine~~three months ended ~~March 31,~~September 30, 2014 were attributable to copper sales from our copper producing ~~royalty~~ interests. For the ~~nine~~three months ended ~~March 31,~~September 30, 2014, if the price of copper had averaged 10% higher or lower per pound, we would have recorded an increase or decrease in revenue of approximately ~~$1.8~~$0.7 million.

Approximately 8%4% of our total ~~reported revenue~~recognized revenues for the ~~nine~~three months ended ~~March 31,~~September 30, 2014 were attributable to silver sales from our silver producing interests. For the three months ended September 30, 2014, if the price of silver had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $0.4 million.

Approximately 4% of our total recognized revenues for the three months ended September 30, 2014 were attributable to nickel sales from our nickel producing ~~royalty~~ interests. For the ~~nine~~three months ended ~~March 31,~~September 30, 2014, if the price of nickel had averaged 10% higher or lower per pound, we would have recorded an increase or decrease in revenue of approximately ~~$1.9~~$0.4 million.

Approximately 7% of our total reported revenue for the nine months ended March 31, 2014 were attributable to silver sales from our silver producing royalty interests. For the nine months ended March 31, 2014, if the price of silver had averaged 10% higher or lower per ounce, we would have recorded an increase or decrease in revenue of approximately $1.3 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~March 31,~~September 30, 2014, the Company’s management, with the participation of the President and Chief Executive Officer (the principal executive officer) and Chief Financial Officer and Treasurer (the principal financial and accounting officer) of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s President and Chief Executive Officer and its Chief Financial Officer and Treasurer have concluded that, as of ~~March 31,~~September 30, 2014, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that such information is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and its Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures involve human diligence and compliance and are subject to lapses in judgment and breakdowns resulting from human failures. As a result, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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Changes in Internal Controls

There has been no change in the Company’s internal control over financial reporting during the three months ended ~~March 31,~~September 30, 2014, that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Voisey’s Bay

Refer to Note 12 of our notes to consolidated financial statements for a discussion on litigation associated with our Voisey’s Bay royalty. There was no material development to this litigation during the three months ended ~~March 31,~~September 30, 2014.

ITEM 1A.RISK FACTORS

Information regarding risk factors appears in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements,” and various risks faced by us are also discussed ~~below and~~ elsewhere in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. In addition, risk factors are included in Part I, Item 1A of our Fiscal ~~2013~~2014 10-K.

~~Changes in United States tax legislation regarding our foreign earnings could adversely impact our business.~~

We are subject to income taxes in the United States and various foreign jurisdictions. Currently, the majority of our revenue is generated from royalty interests located outside, and taxed in, the United States. United States income and foreign withholding taxes have not been provided on specific foreign earnings which are intended to be indefinitely reinvested within a foreign subsidiary. The current Administrative branch of government has proposed various international tax measures, some of which, if enacted into law, would substantially reduce our ability to defer United States taxes on such indefinitely reinvested non-United States earnings, eliminate certain tax deductions until foreign earnings are repatriated to the United States and/or otherwise cause the total tax cost of U.S. multinational corporations to increase. If these or similar proposals are constituted into legislation in the current or future years, they could have a negative impact on our financial position and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE

Not ~~applicable.~~applicable

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The exhibits to this Quarterly Report on Form 10-Q are listed in the Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROYAL GOLD, INC.


Date: ~~May 1,~~October 30, 2014	By:	/s/ Tony Jensen
		Tony Jensen
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~May 1,~~October 30, 2014	By:	/s/ Stefan Wenger
		Stefan Wenger
		Chief Financial Officer and Treasurer ~~(Principal~~ (Principal Financial and Accounting Officer)

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ROYAL GOLD, INC.

EXHIBIT INDEX

Exhibit Number		Description

~~10.1~~3.1		~~Form of Agreement for Assignment of Partnership Interest in Crescent Valley Partners, L.P.~~Amended and Restated Bylaws, as amended on August 28, 2014 (filed as Exhibit ~~10.1~~3.1 to the Company’s Current Report on Form 8-K on ~~January 8,~~September 4, 2014 and incorporated herein by reference).

~~10.2~~10.1*		~~Sixth~~Form of Amended and Restated ~~Revolving Credit~~Indemnification Agreement dated January 29, 2014, among Royal Gold, Inc., High Desert Mineral Resources, Inc., RG Exchangeco Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on ~~January 29,~~September 4, 2014 and incorporated herein by reference).

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32.1~~32.1**		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~32.2**		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**101.INS		XBRL Instance Document.

101.SCH**101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.	Identifies a management contract or compensation plan or arrangement.

**	Furnished herewith.

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	As of March 31, 2014
	(Amounts in thousands)
			Unrealized
	Cost Basis		Gain		Loss			Fair Value
Non-current:
Seabridge	$	14,064	—		$	(6,825	)	$	7,239
Other	203		—		(162		)	41
	$	14,267	$	—	$	(6,987	)	$	7,280

	As of June 30, 2013
	(Amounts in thousands)
			Unrealized
	Cost Basis		Gain		Loss			Fair Value
Non-current:
Seabridge	$	14,064	—		$	(4,509	)	$	9,555
Other	203		—		(63		)	140
	$	14,267	$	—	$	(4,572	)	$	9,695

	Unrecognized compensation expense		Weighted- average vesting period (years)
Stock options	$	633	1.9
Stock appreciation rights	1,931		2.0
Restricted stock	5,863		3.3
Performance stock	—		—

	At March 31, 2014
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
Assets (In thousands):
United States treasury bills(1)	$	499,986	$	499,986	$	499,986	$	—	$	—
Marketable equity securities(2)	$	7,280	$	7,280	$	7,280	$	—	$	—
Total assets			$	507,266	$	507,266	$	—	$	—

Liabilities (In thousands):
Debt(3)	$	386,401	$	384,800	$	384,800	$	—	$	—
Total liabilities			$	384,800	$	384,800	$	—	$	—